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Dear Anthony:
This letter shall serve as the fee agreement (the "Agreement") by and between Bankers One
Capital LLC, a Connecticut Limited Liability corporation ("Bankers One Capital") and Robb
Groupe Hospitality, LLC and/or its partners or assignee(s) (collectively and individually,
"Client") for the services of Bankers One Capital in obtaining equity financing for the following
captioned properties:
1. Client hereby grants Bankers One Capital the right, commencing on August 4, 2008, and
expiring at midnight on December 31, 2008 to procure equity financing commitment from a
capital source to be located by Bankers One Capital in accordance with the terms and
conditions of this Agreement for the above captioned property.
2. Client shall furnish Bankers One Capital with all requested information within two weeks of
the date Client signs this Agreement, so that Bankers One Capital and/or the capital source
may underwrite and process the financing request. Client warrants that all such information
shall be true, complete and accurate to the best of Applicant's knowledge.
3. Bankers One Capital shall seek preferred equity financing commitment for the above
captioned property with the terms and conditions listed below. Actual proposals or
applications may differ:
Mr. Anthony Robinson
August 4, 2008
Page 2
4. Bankers One Capital shall not be responsible for any costs (including, but not limited to: title
insurance, ALTA survey, escrow fee, environmental inspections, recording charges, appraisal
fee, notary fee, tax service fee, capital source's legal fees or any other customary or unusual
closing expenses) incurred in making and completing of the financing commitment pursuant
to the terms of this Agreement.
5. A equity placement fee in the amount of one hundred and fifty basis points (1.50%) of the
total preferred equity amount shall be contained in any financing commitment procured by
Bankers One Capital for Client in accordance with the terms and conditions of this
Agreement or application for financing or applicable term sheet, and shall be due, owing and
payable by Client to Bankers One Capital upon loan closing. It being understood that if the
transaction does not close, for whatever reason, no fee is due to Bankers One Capital.
6. If this Agreement is not extended after its expiration, Bankers One Capital shall submit to
Client a written list of the capital sources Bankers One Capital contacted on behalf of Client,
such Capital sources to have been approved in advance by client. Notwithstanding the
election of Client not to extend this Agreement, Bankers One Capital shall be entitled to the
fees set forth in this Agreement if any capital source on that list provides equity or funding
for a loan for Applicant's captioned property during the 24-month period following the date
this Agreement would otherwise expire under Paragraph 1.
7. This Agreement shall be governed by and construed in accordance with the laws of the State
of Connecticut.
8. Each party of this Agreement shall indemnify and hold harmless the other party from any
loss incurred directly or indirectly by reason of the known falsity or inaccuracy of any
representation in this Agreement or its supporting documents by the party making that
representation.
9. Bankers One Capital shall use its best efforts to procure a financing commitment for Client
on the terms and conditions set forth in Paragraph 3 of this Agreement. However, nothing in
this Agreement shall be construed as a guarantee or warranty on the part of Bankers One
Capital that it can or will obtain a financing commitment for Applicant on the terms and
conditions set forth in Paragraph 3 of this Agreement or on any other terms and conditions
whatsoever.
10. Client acknowledges that Bankers One Capital may receive additional compensation from
Lender for services rendered and duties performed after the closing of the loan but not
pertaining to the procurement of the loan under the terms of our correspondent agreement.
These services may include, but are not limited to, ongoing property inspections, the
collection of quarterly or annual operating statements, loan servicing, loan workouts and
ongoing market analysis that may be required by Lender and performed by Bankers One
Capital.
11. Each party to this Agreement represents that the execution, delivery and performance by each
of the respective parties hereto are within the relevant signatory's powers, having been duly
authorized by corporate authorization as applicable, and do not contravene any laws or
regulations or any contractual restrictions applicable to or binding on the parties hereto or
their signatories.
12. This Agreement contains the entire understanding and agreement of the parties to this
Agreement. The parties understand and agree that this Agreement may not be altered,
amended, modified, or otherwise changed in any respect or any particular whatsoever, except
by an instrument in writing, duly executed by each of the parties to this Agreement.
Having read and understood the terms of this Agreement, Client, by signing in the space
provided below, agrees to the terms of this Agreement.
Having read and understood the terms of this Agreement, Client, by signing in the space
provided below, agrees to the terms of this Agreement.