The proposed Equity Investment terms are as outlined on Exhibit A attached hereto.

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1 [Sponsor] [Address] [date], 2012 Re: Equity Investment [property] Dear [Principal]: This letter outlines the basic terms and conditions upon which Stage Capital, LLC (with its successors, Investor ), or its designee and/or affiliate (Investor, or such designee or affiliate being sometimes referred to in this letter as STAGE ), will consider entering into a transaction (the Equity Investment ) pertaining to the property described in Paragraph A below (the Property ) whose owner will be limited liability company ( Owner ), an entity whose managing member will be [Sponsor], or its designee or affiliate ( Sponsor ). A. Property Description. Project Name: Property: Location: Acquisition of approximately [ ] square feet of land and development of [ ] square feet of [ ]. Owner shall be the fee simple owner of the Property. The Property is located in [ ]. B. Documentation. The parties obligations will be set forth in definitive documentation ( Definitive Documents ) in a manner mutually satisfactory to STAGE and Sponsor. STAGE s counsel will begin preparation of definitive documentation upon the Approval Date, and the parties anticipate that final Definitive Documents will be ready for execution within thirty (30) days after the Approval Date. C. Equity Investment Terms. The proposed Equity Investment terms are as outlined on Exhibit A attached hereto. D. Due Diligence. For a period (the Due Diligence Period ) of thirty (30) days commencing on the date (the Commencement Date ) STAGE receives a copy or original of this LOI executed by you, you will provide STAGE with access to the Property and all information regarding the Property for the purpose of performing its due diligence with respect to the Equity Investment to its sole

2 DRAFT - Page 2 satisfaction. At any time prior to the end of the Due Diligence Period (the Approval Date ), STAGE may give notice as to whether (i) STAGE desires to proceed with the Equity Investment subject to satisfaction of the closing conditions specified in any Definitive Documentation or (ii) STAGE desires to terminate this letter (which STAGE may elect to do in STAGE s sole and absolute discretion). If STAGE elects to proceed, STAGE shall provide Sponsor written notice of such election no later than the Approval Date. If STAGE does not elect in writing to proceed by the close of business (Eastern Standard Time) on the Approval Date, this letter automatically shall terminate. In connection with STAGE s due diligence, Sponsor will, not later than two (2) business days following the Commencement Date, prepare and deliver to STAGE (to the extent reasonably available to Sponsor and not previously provided to STAGE) and to STAGE s representatives, the due diligence materials identified on Exhibit B attached hereto. Sponsor will also make available other documentation, in a timely manner, as reasonably requested during the course of the due diligence process. Sponsor shall execute and deliver in conjunction with the Due Diligence materials, the Credit Report Authorization and Release (Exhibit C) for each Principal herein defined. Without limiting the preceding provisions of this paragraph, STAGE shall have the right in its sole discretion, upon written notice given to Sponsor, to terminate this letter at any time prior to the expiration of the Due Diligence Period. E. Conditions to Closing for the Benefit of STAGE. The conditions to the closing of the Equity Investment by STAGE include, but are not limited to: 1. STAGE giving notice that it intends to proceed on or before the conclusion of the Due Diligence Period; 2. The approval of STAGE s investment committee, which will be sought during the Due Diligence Period; 3. Equity Investment documentation satisfactory to STAGE and satisfaction of closing conditions set forth in such documentation, including, without limitation, opinions of counsel satisfactory to STAGE and joint venture documentation satisfactory to STAGE; 4. Receipt of third-party estoppels, subordination, nondisturbance and attornment agreements, consents and will-serve undertakings, and other deliveries as required by STAGE; 5. Such property or financial conditions as may be specified by STAGE; and 6. That there has not occurred a material adverse change that affects in any way Sponsor or the Property or the Equity Investment. F. Costs. - 2

3 DRAFT - Page 3 As part of the project budget, Owner shall be responsible for and shall pay all transfer, mortgage, note, intangible and similar taxes, escrow, title, lien and violations search, survey, recording and filing fees, and all other fees and expenses (including without limitation all of STAGE s out-of-pocket expenses, reasonable legal fees, due diligence expenses, consultants expenses, accountants fees and expenses and printing costs and any other third-party fees) associated with the Equity Investment and the negotiation and documentation of the governing documents of Owner; provided that, upon closing the Equity Investment, all of such costs, fees and expenses will be payable by Owner, in part from Equity Investment proceeds as may be approved by STAGE. Owner and Sponsor shall be solely responsible for the payment of advisory or brokerage fees to all parties that it has engaged. G. Exclusivity In consideration of STAGE s effort and expense in analyzing this transaction, Sponsor agrees that as long as STAGE is proceeding in good faith to underwrite the Equity Investment and/or negotiate formal written Equity Investment agreements with regard to the Equity Investment, at all times after the date hereof but prior to the termination of this letter (which letter may be terminated in accordance with Paragraph D. above), Sponsor, for itself and on behalf of each of their respective affiliates and their respective representatives, agents and employees, will not directly or indirectly make, accept, negotiate, entertain or otherwise pursue any offers to either sell the Property or any interest therein or to engage in any financing or other capital transaction regarding the Property, other than the investment contemplated hereby with STAGE. H. Confidentiality Initials of Sponsor By execution of this LOI, Sponsor agrees to maintain the confidentiality of STAGE s involvement in this possible transaction and the structure and pricing thereof. Prior to Closing, Sponsor further agree not to disclose any information regarding STAGE s involvement in this transaction to any person or entity other than, on an as-needed basis, with its advisors, agents and consultants who will assist Sponsor in its transaction with STAGE, and Sponsor will inform each of them of the confidentiality requirements of this letter and their duty to comply with its terms. The foregoing shall not apply to any disclosures required by law or disclosures consented to by STAGE. STAGE, by execution of this letter, agrees to maintain prior to Closing the confidentiality of the information contained in the documents provided by Sponsor to STAGE pursuant to Paragraph A above. STAGE further agrees not to disclose any such information to any person or entity other than, on an as-needed basis, with its advisors, agents and consultants who will assist STAGE in its transaction with Sponsor and STAGE will inform each of them of the - 3

4 DRAFT - Page 4 confidentiality requirements of this letter and their duty to comply with its terms. The foregoing shall not apply to any disclosures required by law or disclosures consented to by Sponsor. I. Brokers. Each party represents and warrants to the other that such party has not engaged any person to whom a commission or finders fee may be owing by reason of the transactions contemplated by this LOI. Sponsor agrees to defend, indemnify and hold STAGE, its successors, assigns, trustees, shareholders, directors and officers harmless from and against any claims of any persons or entities claiming a fee or commission by reason of the Equity Investment or the transactions contemplated by this LOI resulting from the actions of the indemnifying party. STAGE agrees to defend, indemnify and hold Sponsor, its successors, assigns, trustees, shareholders, directors and officers harmless from and against any claims of any persons or entities claiming a fee or commission by reason of the Equity Investment or the transactions contemplated by this letter. J. Not Binding Agreement. This letter represents a statement of the parties general intent only, except that the provisions of Paragraph F, G, H, I and this Paragraph J are intended by the parties to be and shall be binding. Notwithstanding Paragraph D, none of the parties hereto will have any legal obligation under this letter unless and until subsequent formal written documentation (a Equity Investment Agreement and other documents required by STAGE to govern, evidence and secure the Equity Investment) is executed and delivered by STAGE and Owner/Sponsor. This letter shall be governed by, and construed in accordance with, the internal laws of the Commonwealth of Virginia. To the fullest extent permitted by law, each party to this letter expressly waives all rights to trial by jury in any litigation relating to this letter and all rights to punitive, consequential or special damages on account of this letter. The prevailing party in any litigation relating to this letter shall be entitled to recover its actual reasonable attorneys fees and disbursements, expert witness fees and expenses and court costs from the non-prevailing party in such litigation. K. Survival. The provisions of Paragraph F, G, H, I and J of this letter shall survive a termination of this letter. - 4

5 DRAFT - Page 5 Subject to the foregoing, if this letter is acceptable to you, please execute a copy of this letter in the space provided for below and return same to us on or before 5:00 p.m. EDT, February XX, If this letter is not so executed and returned to us by such time and date then the proposal set forth herein shall be deemed withdrawn and this letter shall be of no further force or effect whatsoever. We look forward to working with you on this transaction. If you have any questions, please call me at (XXX) XXX-XXXX. Best regards, STAGE Fund I, LP By: Stage Capital, LLC Agreed to and Accepted this [ ] day of [ ] By: Managing Director By: Name: Title: cc: Oversight Principal General Counsel Exhibit A - 5

6 DRAFT - Page 6 Equity Investment Terms Owner: Principals: Purpose: Estimated Capitalization (Total Project): Equity Investment Amount: Sponsor Equity: Funding: Closing and Documentation: Management: Sponsor Development Management Fee: STAGE Development Management Fee: A to-be-formed limited liability company, whose Members will be Sponsor and STAGE to be governed by an operating agreement (the LLC Agreement ). Approval, entitlement, development and sale of [ ] in accordance with the Business Plan. $ [90]% of the equity requirement. Investor will never be obligated to fund more than $[ ]. [10]% of the equity requirement. Upon acquisition of the Property. The parties, in good faith, will attempt to agree on the Operating LLC Agreement and Business Plan (including operating projections) within thirty (30) days after the Approval Date. Sponsor will have day-to-day operational control of Owner and will manage Owner in accordance with a fiduciary standard of care consistent with industry standards as further defined in the LLC Agreement, and pursuant to a Business Plan to be prepared by Sponsor and approved by STAGE. STAGE shall have approval of all major decisions and matters consistent with prevailing custom and practice. Sponsor and its affiliates shall receive no compensation except for a Development Management Fee equal to [ ]% of total hard and soft costs in the aggregate, to be paid to Sponsor over the projected course of development and stabilization. Sponsor shall receive reimbursement for project related costs and expenses to be approved by Investor (see Approval). Investor shall be entitled to a Development Management Fee equal to 1.0% of total hard and soft costs in the aggregate, to be paid to Investor over the projected course of development and stabilization. The payment of the Development Management Fee to the Investor shall create no obligation, - 6

7 DRAFT - Page 7 Financing Guarantees: Sponsor and Principal Liability: Cost Overrun Guaranty: Expenses: Additional Capital: Member Loans: Distributions: liability or duty from the Investor to the Owner, the Sponsor, any other Member of Owner, or any affiliate, principal, agent or employee of the foregoing. Sponsor, and to the extent necessary, the Principals shall provide any required guarantees (such as a completion guaranty) necessary to obtain construction financing. Sponsor and each Principal is obligated to Investor for breach of material representation or fraud, gross negligence, misappropriation or misapplication of funds, the transfer of Sponsor s and/or Principals interests in Owner or of the Project or any portion thereof without Investor s consent, and any intentional failure of either Owner or Sponsor to cure any default beyond the applicable cure period following notice and an opportunity to cure, as well as other acts of malfeasance and omissions customarily constituting malicious breach of conduct or duty by a managing member, manager or fiduciary. Principals shall be responsible for controllable cost completion overruns and the completion of the construction of the Project s improvements. As part of the approved Business Plan, Owner will be responsible for all expenses associated with the Equity Investment, including but not limited to closing costs, recording and filing fees, Sponsor and Investor s counsel fees and expenses, the costs of third party reports, and Sponsor and Investor s legal, due diligence, administrative and other expenses, provided that if Closing occurs, such costs will be paid from Equity Investment proceeds as approved by Investor. In the event Additional Capital is required, and it cannot be funded from Construction Loan proceeds (including as a result of the inability to obtain the Construction Loan), Investor shall have the right, but not the obligation, to make additional advances pari passu with Sponsor on a [50]% (Investor) / [50]% (Sponsor) basis, failing which such additional capital (if due to controllable cost overruns) will be required to be contributed by Sponsor. If either Member fails to fund all or a portion of such required equity contribution, the other Member may elect to fund the unfunded amount (the Contributing Member ) as a Member Loan. In addition, any delinquent contributions shall result in 200% penalty dilution of the defaulting Member s interest in Owner and, if applicable, Sponsor s Promote. All available cash flow and capital distributions (after repayment of the Construction Loan) will be distributed to Investor and Sponsor in the following manner: 1. First, pari passu to any providers of Additional Equity (pro rata) - 7

8 DRAFT - Page 8 until such provider has received a [20]% IRR (including the return of all outstanding Additional Equity contributions) on such Additional Equity. 2. Second, to the Investor and Sponsor pari passu, until each has received a [15]% IRR (compounded monthly) on required invested capital; 3. Third, to the Investor [80%] and Sponsor [20%] until each has received a [20]% IRR (compounded monthly) on required invested capital; 4. Fourth, to the Members, [40]% to Sponsor (the Promote ) and [60]% to equity, to be split pro rata between Sponsor and Investor based on their respective equity contributions. Approvals Covenants: [NOTE IN THIS EXAMPLE, AN 90/10 DEAL,SPONSOR GETS 40% OVER THE PREF OF 20% PLUS IT S PRO RATA RATE 10% OF THE REMAINING 60% OR ANOTHER 6%, SO THE SPLIT OVER 20% IRR IS ESSENTIALLY 46% SPONSOR/54% INVESTOR.] Sponsor will manage the Property according to an approved Business Plan; provided, however, that any material deviation from the Business Plan will require Investor s approval. As part of the LLC Agreement, Investor will approve a Business Plan, which will include development costs, financing, all budgets, ADR and occupancy assumptions, and sales parameters and costs, and a timing schedule to take the Property through pre-development, development, stabilization and sale. Investor will have the right to require Sponsor to update the Business Plan should any material circumstances or assumptions change. Investor shall have approval (as well as certain control) rights with respect to affiliate transactions, capital expenditures, capital improvements, leasing and sales parameters and costs, financings or refinancings, transfer of membership interests or additions of new Members, all extraordinary company actions, material changes in the Business Plan and any other prior approvals of the Investor, material contracts and agreements, the retention and dismissal of professionals and other material expenditures and acts (collectively, Major Decisions ). Any approval, consent, exercise of judgment or other determination to be made by the Investor, or the exercise of any option by the Investor, may be made, given, withheld or conditioned in the sole, but good faith, interest of the Investor. Sponsor will make customary and complete entity-level and Property-level representations and warranties and covenants consistent with the scope of the transaction. Owner documents will include such covenants as Investor requires including, but not limited to, financial covenants, financial - 8

9 DRAFT - Page 9 Buy-Sell Right to Cause Sale: reporting covenants, insurance covenants, covenants limiting distributions, prohibitions on Sponsor transfer and encumbrance, covenants restricting the incurring of debt, and covenants regarding the SPE status of Owner. Sponsor will also covenant to manage and operate the Property in the ordinary and usual manner, and, in addition, after the expiration of the Due Diligence Period, and pending approval of a Business Plan, not to enter into any lease or occupancy agreement, or any service, construction or other contract (or to extend, modify or terminate any of the same), except as may be approved by STAGE in its reasonable discretion. The Definitive Documents will contain a buy-sell provision that will only be effective (i) upon the Parties being unable to agree on a Major Decision pertaining to that asset, (ii) the Parties being unable to agree on a Development Budget, the Business Plan, or change to the Business Plan on that asset after negotiation thereof for at least three (3) months, or (iii) at any time after 12 months. The Party exercising the Buy-Sell will provide written notice including an Exercise Price at which it will buy or sell. The other Party will have 60 days to respond. Once the Buying Party is determined, it must post a 2% non-refundable deposit into escrow within 5 business days and close within 120 days. If the Buying Party defaults, the other Party will have the opportunity to buy at 95% of the original Exercise Price and keep Buying Party s 2% deposit. Investor shall have the right to cause a sale of the Project (or any phase) (i) at any time after 36 months after the Closing, but not during the period after construction has commenced until receipt of a certificate of occupancy with respect to any individual phase and (ii) at any time that a Cause Event has occurred in respect of Sponsor or any Principal. - 9

10 DRAFT - Page 10 Exhibit B Items to Be Furnished to STAGE 1. Audited financial statements for Sponsor for the preceding three calendar years and unaudited financial statements for the current year (to the most recent quarter). 2. Financial statements for each of the Principal for the preceding three calendar years and for the current year (to the most recent quarter). 3. Complete litigation and defaulted loan history for Sponsor and each of the Principal for the past 10 years, including a Credit Report Authorization And Release (see Exhibit C). 4. True and complete copies of all loan applications and documentation related to Sponsor and the Property (including all documentation relating to the Senior Loan), leases, ground leases, purchase and sale agreements, collective bargaining agreements, pension and benefit plan documentation, and other material agreements to which Sponsor is a party or by which Sponsor, Sponsor or the Property is or will be bound. 5. Phase I environmental report and, if required by STAGE, a Phase II environmental report. 6. Property Condition and Physical Inspection report. 7. Proposed capital and operating budgets for the Project. 8. Proposed plans and specifications for the Project. 9. Proposed pre-development and development budgets for the Project. 10. Existing surveys, site plans, title insurance policies and commitment, evidence of zoning and legal compliance, evidence of necessary entitlements, CC&R s (covenants, conditions and restrictions), association related reports, appraisals, marketing studies, engineering reports, soils reports, ADA compliance studies, environmental site assessments, asbestos studies, traffic reports, and other material agreements and documents affecting the Property (as available). 11. Historical tax bills for the current year and the three preceding calendar years. 12. Licenses, permits, authorizations, approvals, certificates of occupancy and certificates of insurance (as available). 13. Documentation regarding Sponsor s and Sponsor s capital structure and true and complete copies of organizational documents for Sponsor, its direct and indirect owners, Sponsor and other entities reasonably required by STAGE. - 10

11 DRAFT - Page A comprehensive project life cycle budget and strategic redevelopment and operating/marketing plan (the Business Plan ) prepared by Sponsor which sets forth Sponsor's objectives and business plan, on a qualitative and quantitative basis, with respect to the Project and the entitlement, pre-development, development, marketing and sale thereof, all as applicable, and setting forth all anticipated income, operating, entitlement, development expenses and capital and other costs and expenses of Sponsor, together with projected monthly/annual capital returns and aggregate IRR's to Sponsor and STAGE. - 11

12 DRAFT - Page 12 Exhibit C Credit Report Authorization And Release Authorization is hereby granted to Stage Capital, LLC to obtain a credit report through a credit reporting agency chosen by Stage Capital, LLC. My signature below authorizes release to the credit reporting agency, to obtain information regarding my home, employment, savings, other deposit or money market accounts, outstanding credit accounts such as mortgage, auto, personal loans, charge cards, or credit unions accounts. Authorization is further granted to the reporting agency to use a photocopy of this authorization, if necessary, to obtain any information regarding the above mentioned information. Any reproduction of this credit report authorization and release made by photocopy or facsimile is considered an original. Name: Current address: Previous address if above 5 years or less: Social Security Number: Owner s signature: Date: - 12