HTL Hospitality Advisors
CONFIDENTIALITY AGREEMENT

Please complete the form below to obtain property details.

HTL Hospitality Advisors LLC
Attn: Jeff Baik

RE: Midwest Full-Service Hotel, Hotel Investment, Region, Midwest, United States

This Confidentiality Agreement (‘Agreement’) confirms the mutual understanding that HTL Hospitality Advisors, Inc. (‘HTL’), as Agent, will provide (‘Prospective Purchaser’) with certain evaluation materials, as well as verbal information (‘Confidential Information’); (including all copies or other renditions thereof) in connection with the possible purchase of the Midwest Full-Service Hotel, Hotel Investment, Region, Midwest, United States (‘Property’) from the current owner (s) of the Property (‘Seller’). This Confidential Information is made available to Prospective Purchaser solely for the purposes of evaluating the possible purchase of the Property.

1. Confidential Information shall include, but not be limited to, any discussions with HTL’s or Seller’s agents or employees, and any information related to the Property. Use of this information for any purpose other than to determine Prospective Purchaser’s possible acquisition of the Property is expressly prohibited. Prospective Purchaser agrees not to disclose this information to any person other than those who are directly involved in evaluating the purchase of the Property or as required by law or legal process. No external verbal or written communication of Confidential Information shall be permitted without the express written consent of HTL. The foregoing notwithstanding, the term Confidential Information does not include information that (i) was or becomes generally available to the public, (ii) was or becomes available to the Prospective Purchaser on a non-confidential basis, or (iii) was or is hereafter developed by the Prospective Purchaser or its representatives without using or relying on any of the Confidential Information.
2. Prospective Purchaser acknowledges that the Confidential Information may contain data regarding HTL, which is material to the future business activities of HTL. Prospective Purchaser agrees that the Confidential Information will not be disclosed or used to perform any act detrimental to HTL. Promptly upon request by HTL, Prospective Purchaser agrees to return all written Confidential Information.
3. Prospective Purchaser shall not photocopy or make copies in any other manner of the Confidential Information.
4. Prospective Purchaser shall not at any time, directly or indirectly, use, disclose, deliver, or communicate to any other person or entity, any discussions with HTL or Confidential Information concerning the Property. Any inquires or correspondence in connection with the Property shall be communicated to HTL.
5. Prospective Purchaser agrees to be responsible for the payment of any fee, commission or other compensation payable to any broker, finder or agent who alleges it has dealt with or through Prospective Purchaser, other than HTL who shall be compensated by Seller, and HTL shall have no obligations to share any part of its commission with any broker, agent, finder or any other person or entity who alleges it has dealt with or through Prospective Purchaser. Prospective Purchaser hereby agrees to indemnify, defend and hold Seller and HTL harmless from and against any and all claims, damages, losses and liabilities, costs and expenses (including reasonable attorneys’ fees and disbursements) arising out of any claim or claims by any broker, finder or similar agent for commissions, fees or other compensation who allege that they have dealt with Prospective Purchaser in connection with the Property.
6. Prospective Purchaser understands that this Confidentiality Agreement is being entered into as a condition to the release of the Confidential Information by HTL and that the information contained therein is secured from sources deemed reasonably reliable, but is not guaranteed or warranted. This confidential information shall not be deemed a representation of the state of affairs of the Property or constitute an indication that there has been no change in the business or affairs of the Property since the date of preparation of this information. Prospective Purchaser agrees that neither Agent nor Seller shall have any liability for any reason to Prospective Purchaser or its representative or related parties resulting from the use of Confidential Information.
7. The Seller expressly reserves the right at its sole discretion to reject any or all requests for confidential information, proposals or expressions of interest in the Property and to terminate discussions with any party at any time with or without notice.
8. Interested parties and permitted persons are prohibited from any and all communication with any personnel at the Property, guests of the Property, and parties to any of the contracts affecting the Property or any governmental authority with respect to any information and/or the transaction without, in each instance, obtaining Seller’s prior written consent, which consent may be withheld in Seller’s sole and absolute discretion. Additionally, interested parties and permitted persons are prohibited from contacting or entering into any discussions or any verbal or written agreement with any current or former lender, current or former investor, current or former partner and/or current or former capital provider of Seller or any of Seller’s affiliates regarding any matter or arrangement directly or indirectly involving the Property, Seller and/or Seller’s affiliates under any circumstances.
9. If Prospective Purchaser, or any affiliated entity of Prospective Purchaser, circumvents HTL and purchases the Property, the Prospective Purchaser will owe HTL a brokerage fee equal to 3.5 percent of the gross purchase price plus all reasonable attorneys’ fees for collecting said sum. In the event Seller compensates HTL for the sale of the Property to the Prospective Purchaser, such fees paid to HTL by Seller will be deducted from the aforementioned fee owed to HTL by Prospective Purchaser.
10. This Agreement expresses the entire agreement and understanding of the parties. This Agreement shall not be modified or changed in any manner except in writing and signed by HTL and Prospective Purchaser. In any action to enforce the rights of the parties hereto, the prevailing party shall, in addition to the actual settlement, be entitled to reasonable attorney’s fees.
11. Nothing contained herein shall be construed as obligating the Seller to sell the Property or requiring HTL or Seller to refrain from marketing the Property to other potential purchasers. This agreement shall be governed by, and construed in accordance with, the laws of the State of California.
12. This Agreement shall terminate on the First Anniversary of the date of execution hereof by the undersigned.

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HTL Hospitality Advisors
NON-BINDING LETTER OF INTENT

Please submit an offer to purchase by completing the following Letter of Intent form. If you have questions or need assistance with the form, please contact the Listing Broker.

December 03, 2024 at 5:08PM UTC

Jeff Baik
HTL Hospitality Advisors LLC

RE: Midwest Full-Service Hotel - Hotel Investment, Region, Midwest, United States

Dear Jeff Baik:

This letter of intent (“LOI”) shall serve as the parties’ statement of their intent to negotiate and enter into a written purchase and sale agreement (“Agreement”), with no financing contingency and only usual and ordinary title and due diligence contingencies, for Purchaser to purchase and Seller to sell the Midwest Full-Service Hotel - Hotel Investment, Region, Midwest, United States and all related assets (“the Property”) according to the following terms and conditions:

1. Property Description: Also included as part of the purchase are all of the furniture, furnishings, fixtures, machinery, signage and equipment utilized in the operation of the Property; and all assignable contracts and agreements benefiting the Property.
2. Purchaser:
   A newly formed entity with  * as one of the principals. This Letter of Intent and the Agreement may be assigned to any entity directly or indirectly owned or controlled by Purchaser with the consent of the Seller, which approval shall not be unreasonably withheld.
3. Seller:
4. Purchase Price: $  *
5. Financing Terms: All cash at closing.
6. Seller Acceptance of LOI: Not later than 5:00 p.m. (local Property time) on the seventh day following acceptance by Purchaser.
7. Agreement:
   1. Seller’s counsel shall generate the first draft of a purchase and sale agreement consistent with the foregoing terms, which shall be on an ‘as-is’ basis with all faults, and forward the same to Purchaser and the parties shall expeditiously and in good faith negotiate the final purchase and sale agreement (“Agreement”). This letter does not legally bind either party with the foregoing terms, and is subject to full execution of a mutually agreeable contact for the purchase and sale of the Property. The parties acknowledge that the foregoing does not encompass all terms that will be included in the final Agreement. The Agreement shall be executed no later than days from the execution of this document.
   2. Seller shall deliver the Property free and clear of any encumbrance or obligation under any management agreement, if desired by Purchaser.
8. Closing Date:
   The parties shall be ready, willing, and able to close within thirty (30) calendar days after expiration of the Due Diligence Period or all contingencies are satisfied or waived by Purchaser.
9. Closing Costs:
   Seller shall pay the cost of the title search however the basic cost for the issuance of the Owner’s Title Policy, including the binder and premium, and preparation and recordation of curative title documents and the cost of any endorsement or additional coverage shall be paid by the Purchaser. Seller shall pay for the preparation and recordation of the deed, and all documentary stamps on the deed. Seller shall further pay all then-due installments of any existing special assessments and all delinquent real estate taxes, as well as any additional taxes assessed for a period prior to closing resulting from changes in the Property’s use or ownership. Current real estate taxes, utility costs, and other pro-ratable expenses shall be pro-rated between the parties at the closing. Purchaser shall pay at closing the cost of recording any mortgages and mortgage taxes or documentary stamps applicable to Purchaser’s lender. Seller and Purchaser shall split equally any escrow fees and miscellaneous closing costs. Each party shall be responsible for the payment of its own attorney fees. Any costs not expressly identified shall be paid according to local custom.
10. Broker’s Commission:
    The parties acknowledge that HTL Hospitality Advisors represents the Seller in this transaction and is the only real estate broker receiving a broker’s fee involved in the contemplated transaction. Seller shall be liable for all real estate commissions and other amounts due and payable to HTL Hospitality Advisors as set forth in a separate agreement with Seller. Both Seller and Purchaser acknowledge that they have not dealt with any other broker, other than HTL Hospitality Advisors.
11. Title and Due Diligence:
    The Agreement shall be contingent only upon Purchaser’s title and due diligence review of the Property. Seller shall provide and/or allow the following:
    1. Physical inspection by Purchaser, at its expense, regarding the real property and physical improvements and related systems, including without limitation, environmental, mechanical and electrical. Seller, at its expense, shall provide Purchaser with true, complete and correct copies of all environmental, engineering and inspection reports in Seller’s custody, control or otherwise available to Seller.
    2. An ALTA survey of the Property, in Seller’s custody, control or otherwise available to Seller.
    3. A Preliminary Title Report and Commitment for Title Insurance which shall be issued through a title insurer acceptable to and required by Purchaser, in the amount of the purchase price at Seller’s expense. The actual cost of the title insurance policy and any ALTA extended coverage including Purchaser requested endorsements, shall be at Purchaser’s expense.
    4. Seller, at its expense, shall provide copies of all leases, contracts, and agreements of whatever nature affecting the Property and its operation.
    5. Seller, at its expense, shall provide an itemized list of all furniture, fixtures, equipment and personal property involved in the operation of or otherwise regarding the Property, to be included in this transaction, free of claim or encumbrance.
    6. Seller agrees to maintain the current inventory of supplies and materials involved in the normal operation of the Property, with consideration for seasonal fluctuations, to be included in this transaction, free of claim or encumbrance.
    7. Seller, at its expense, shall deliver or make available all of the foregoing information and documentation within fifteen (15) calendar days of the parties’ execution of the Agreement.
    8. Purchaser shall have  * days (such period of time is referred to as the “Due Diligence Period”) to complete its due diligence efforts with respect to the Property. Purchaser agrees and acknowledges that within a specified period following the execution of the Agreement Purchaser shall (i) submit a franchise application and all related documents; and (ii) submit an application(s) for financing to facilitate the transaction set forth herein, if applicable.
       Purchaser shall give Seller reasonable advance notice prior to entry by Purchaser or its representatives or independent contractors on the Property and shall not enter the Property until it has received Seller’s prior approval. Purchaser shall not discuss the sale of the Property with the hotel general manager or any hotel employees until it has received Seller’s approval for such discussions.
12. Earnest Money Deposits:
    Upon the parties’ execution of the Agreement, Purchaser shall provide a total Deposit of $  * (“Earnest Money Deposit”). The Earnest Money Deposit shall be deposited as follows:
    1. An initial Earnest Money Deposit equal to one half of the total Earnest Money Deposit is to be placed in an interest bearing, federally insured account with a mutually acceptable escrow, trust or title company, which shall be applied toward the purchase price but shall be refundable at Purchaser’s option until expiration of Due Diligence or all contingencies are satisfied or waived pursuant to the Agreement; thereafter,
    2. The initial Earnest Money Deposit shall be increased by an amount equal to the initial Earnest Money Deposit and the resulting total deposit shall apply to the purchase price but shall not be refundable to Purchaser unless the purchase does not timely close due to a breach by Seller or circumstances beyond Purchaser’s control or as otherwise provided in the Agreement.
13. Other Items:
    1. All receipts from sales up to 12:01 a.m. (local time) on the day of closing shall be collected by Seller. Seller shall pay all operation costs, including cleaning of rooms, on the day of closing for which Seller is entitled to receive income.
    2. All prepaid rentals, room rental deposits and all other deposits for advance registration, banquets or future services, for periods after the closing, shall be paid to Purchaser at closing.
    3. All house banks and accounts receivable will be purchased from Seller by the Purchaser at a price to be negotiated and set forth in the Agreement.
    4. Any expenses pro-rations that cannot be completed at closing will be completed between the parties no later than thirty (30) days after closing date.
14. Confidentiality:
    The terms and provisions of this Letter of Intent shall remain confidential and shall not be disclosed to any third party other than select lenders, accountants, and other experts working on behalf of Purchaser, provided that Purchaser shall instruct such parties of the confidential nature of this proposed transaction prior to providing any such information to such parties.
    If this Letter of Intent meets with your approval, please indicate by completing the form below and submitting it.

SELLER:

By: _________________________________________________________________________

Its: _________________________________________________________________________

Dated: ______________________________________________________________________

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