Term Sheet

The following represents a nonbinding summary of the basic terms and conditions of a proposed ground
lease (the “Lease”). No party is to be bound in any way unless and until final documents have been agreed
upon, executed and delivered.

Premises: The site of the existing Hyatt Regency Miami hotel and James L. Knight
Center (Tract C and Tract B of Plat Book 119/36).

Landlord: The City of Miami, a municipal corporation of the State of Florida.

Tenant: HRM Owner, LLC, a Delaware limited liability company, or its wholly
owned single-purpose entity.

Referendum: The Lease is contingent upon approval by the voters of The City of Miami
at public referendum (“Referendum”), contemplated for November 8, 2022.

Lease Term: The Effective Date of the Lease is the date that all of the following have
occurred: the Lease has been approved at Referendum and the parties have
executed and delivered the Lease. The Agreement shall become effective
on the Effective Date and the Lease Term shall be for 99 years from the
Commencement Date, as defined below.

Commencement: Tenant shall be required to obtain (a) approvals from all applicable
governmental authorities that are required to construct the Minimum
Development (provided Tenant may elect not to proceed in the event the
approvals are subject to unreasonable conditions that are not customarily
imposed on similar developments) and (b) a financing commitment to
finance the cost of the improvements (“Commencement Conditions”)
within 30 months following the Effective Date (“Commencement
Conditions Deadline”). The Commencement Conditions Deadline shall be
extended for force majeure or, at Tenant’s option, for up to three (3) 6-
month extension periods upon payment to Landlord of $250,000 for the first
6-month extension period, $250,000 for the second 6-month extension
period, and $350,000 for the third 6-month extension period; provided,
however, that Tenant shall be entitled to the third extension period only in
the event that Tenant has invested a minimum of $20,000,000 in the
redevelopment of the Premises prior to the expiration of the second
extension period (Tenant shall provide verification of such expenditures in
a form reasonably acceptable to Landlord). In the event that Tenant fails to
satisfy the Commencement Conditions prior to the Commencement
Conditions Deadline, either Party may terminate the Lease on 30 days’
written notice to the other Party delivered at any time prior to Tenant’s
satisfaction of the Commencement Conditions. “Minimum Development”
means the Podium, Tower 1, and Tower 2, meeting not less than the
specifications set forth on Schedule 1. Tenant’s right to possession of the

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 Premises pursuant to this Lease shall commence on the “Commencement
Date,” which shall be the date that Landlord delivers the James L. Knight
Center (“JLK Center”) to Tenant, free and clear of occupancies and
contracts or obligations for events, and otherwise as-is, with all unknown or
disclosed faults, with such delivery to occur no later than sixty (60) days
after Tenant’s satisfaction of the Commencement Conditions. Prior to the
Commencement Date, Tenant shall continue to occupy the portion of the
Premises that is demised under the Existing Lease under the terms of the
Existing Lease (which shall continue in full force and effect until the
Commencement Date).

Extension Options: None.

Property Expenses: This shall be an absolutely net lease. Commencing on the Commencement
Date, Tenant pays all taxes, insurance, and repairs, and bears all other risks,
expenses, and responsibilities, with limited exclusions for expenses directly
attributable only to the City’s ownership of the fee (including, for example,
the City’s administrative costs or debt payments on a fee mortgage) or
reversionary fee interest in the improvements. Tenant controls all
operations, leasing, tax protests, etc.; provided that prior to the
Commencement Date, Tenant will be responsible for such obligations with
respect to the Existing Lease premises as set forth in the Existing Lease.

Condition of Premises: As is, with all faults, at Commencement Date. The Premises shall be free
and clear of all occupancies and rights to occupy other than the occupancy
of Tenant pursuant to the Existing Lease.

Demolition &
Construction: Tenant must commence demolition of the existing improvements within
one hundred and twenty (120) days following the Commencement Date,
subject only to force majeure. Tenant shall complete demolition of the
existing improvements, commence construction of the Minimum
Development, and complete construction of the Minimum Development, all
in accordance with the longstop dates set forth in a project schedule, as
agreed upon by the Parties prior to execution of the Lease (the “Project
Schedule”), subject to the rights of lenders set forth in the Lease.

Letter of Credit: Upon the Commencement Date, Tenant shall provide Landlord a Letter of
credit, in a form reasonably acceptable to Landlord, in the amount of
$500,000. The Letter of Credit shall be automatically renewable or
otherwise renewed or replaced by Tenant prior to its expiration date. The
Letter of Credit may be utilized by Landlord to address any defaults that are
not first addressed by Tenant under the Lease upon reasonable prior notice,
or that are so urgent that prior notice to Tenant is not possible. Tenant shall
be required to replenish the Security Deposit within thirty days after receipt
of written notice from Landlord, which shall include reasonable

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 documentation of Landlord’s expenses. The amount of the Letter of Credit
shall increase in the same fashion as the Minimum Rent.

Construction Bonds: Prior to commencement of either demolition or new construction on the

Premises, Tenant shall provide to Landlord a payment and performance
bond, in a form approved by the City in its reasonable discretion,
guaranteeing the payment of subcontractors and performance of such work
in accordance with the requirements of Section 255.05, Florida Statutes.
Tenant may, at its option, commence the demolition work upon the
provision of a bond securing only the demolition work, and not the new
construction work, by providing to Landlord a letter of credit in the amount
of $1,000,000, which shall be forfeited to Landlord in the event that Tenant
does not provide a bond securing the new construction work within 12
months following the commencement of demolition, and which shall
otherwise be released upon the issuance of the bond securing the new
construction work. For the avoidance of doubt, the forfeiture of the letter
of credit pursuant to the preceding sentence shall not relieve Tenant of its
obligation to provide a payment and performance bond prior to the
commencement of the new construction.

Capital Expense Fund: Commencing five years after completion of construction, Tenant shall be
required to fund a capital expense fund, which shall be utilized by Tenant,
in Tenant’s reasonable discretion, to fund any major repairs and
improvements to the Premises required to maintain the Premises in the
condition required by the Lease. The amount of the capital expense fund
shall be established in the Lease and shall be less the amount maintained in
any substantially similar capital expense fund(s) required by any lender,
operator, or manager provided such similar capital expense fund(s) contains
the same requirements for reinvestment as provided by the Lease.

Pre-Commencement Rent: Until the Commencement Date, Tenant will pay the annual rent and
percentage rent (prorated for the applicable period) payable for such period
under the existing lease between Landlord and Tenant for lease of the
existing hotel on a portion of the Premises (“Existing Lease”).

Construction Rent: Starting on the Commencement Date, and until the Minimum Rent
Commencement Date, Tenant shall pay annual rent of $1,000,000 for the
first year, $1,250,000 for the second year, $1,500,000 for the third year, and
$1,750,000 for the fourth year (adjusted pro rata for any partial year prior
to the Minimum Rent Commencement Date).

Minimum Rent: Commencing on the issuance of a temporary certificate of occupancy

(“TCO”) for the Minimum Development (the “Minimum Rent
Commencement Date”), Tenant shall pay annual Minimum Rent (the
“Minimum Rent”) of $2,500,000 per year.

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Fixed Adjustments to
Minimum Rent: On the fifth anniversary of the Minimum Rent Commencement Date, the
Minimum Rent shall be increased by the percentage increase in the
Consumer Price Index for All Urban Consumers for Miami - Fort
Lauderdale – West Palm Beach (Base: 1982-84=100), not seasonally
adjusted, over such five-year period; provided, however, that the amount of
such increase shall not be less than 7.7% or more than 21.7%. On the sixth
anniversary of the Minimum Rent Commencement Date, and each year
thereafter, the Minimum Rent shall be increased by the percentage increase
in the Consumer Price Index for All Urban Consumers for Miami - Fort
Lauderdale – West Palm Beach (Base: 1982-84=100), not seasonally
adjusted, over such annual period; provided, however, that the amount of
each such annual increase shall not be less than 1.5% or more than 4.0%.

Participation Rent: Commencing at Minimum Rent Commencement Date, Tenant will pay the
greater of (a) Minimum Rent or (b) the Participation Rent. The Participation
Rent shall be equal to 2.5% of gross revenue actually received by Tenant
each lease year for all revenues generated on site, including but not limited
to room rentals, food and beverage sales, multi-family rentals, and retail
sales; provided, however, that the amount of the Participation Rent is
premised upon Tenant’s development of the Premises generally in
accordance with the Conceptual Plan, and if Tenant only develops the
Premises generally in accordance with the Minimum Development, the
Participation Rent shall be increased to 3.0% of gross revenues. In the
event that the scale of the development falls between the Conceptual Plan
and the Minimum Development, the amount of Participation Rent shall be
established in accordance with terms to be set forth in the Lease.

Affordable Housing
Trust Fund: No later than sixty (60) days following TCO, Tenant shall contribute
$5,400,000 to the Affordable Houisng Trust Fund.

Transfer Fee: Tenant shall share with Landlord an agreed portion of the net profits
realized in a transfer of a majority of its interest in the Lease (with
customary carve-outs for transfers to Affiliates or transfers made in
connection with bona fide financing agreements) (“Transfer Fee”) or upon
a cash-out refinancing resulting in the distribution of proceeds to Tenant,
after the repayment of the loan being refinanced (“Refinance Fee”). The
amount of the Transfer Fee shall be one percent (1%) of the profits (as
defined in the Lease) realized by Tenant in connection with the transfer of
the Lease (which, for the avoidance of doubt, shall be based upon proceeds
received for both the leasehold interest and the improvements constructed
thereon). The Transfer Fee shall not apply to transfers to Affiliates,
transfers to or from lenders (or their designees or nominees) made in
connection with bona fide financing agreements (including leasehold
mortgages, mezzanine financing agreements, and preferred equity financing

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 agreements with mezzanine-style remedies, and specifically excluding
transfers by foreclosure or by deed or assignment in lieu of foreclosure and
transfers from a lender (or its designee or nominee) that has obtained the
leasehold interest by foreclosure or by deed or assignment in lieu of
foreclosure), or the transfer of a portion or portions of the project through
an initial bifurcation of the Lease within two years after TCO. The
Refinance Fee shall be equal to the lesser of (x) two percent (2%) of the
amount of the loan proceeds distributed to Tenant after the repayment of the
loan being refinanced and (y) $2,500,000, which amount shall be adjusted
throughout the Term in the same manner as Minimum Rent. The Refinance
Fee shall not apply to financing or refinancing utilized to finance the cost
of construction or to the first permanent financing after TCO.

Impositions: Tenant shall be responsible for payment of all impositions (real estate taxes,
personal property taxes, assessments) arising from and after the
Commencement Date. Prior to the Commencement Date, Tenant shall be
responsible for payment of impositions imposed on either Party as a result
of the execution of the Lease, prior to Tenant’s possession of the Premises
(due to a change in law or otherwise).

Project Development: A conceptual plan for development of the Premises (“Conceptual Plan”) is
attached as Schedule 2. Upon execution of the Lease, the Conceptual Plan,
in the form attached to the Lease, shall be deemed approved by Landlord,
in its proprietary capacity only, and Tenant. The Conceptual Plan may be
revised from time to time by Tenant with Landlord’s approval, not to be
unreasonably withheld, but in no event shall provide for less than specified
in the ballot question or the Minimum Development parameters set forth in
Schedule 1. The Conceptual Plan will include, at a minimum, the Podium,
Tower 1, and Tower 2. The Conceptual Plan may show additional
improvements, including Tower 3. Tenant will construct the development
in accordance with the longstop dates set forth in the Project Schedule,
subject only to force majeure and the rights of lenders set forth in the Lease.
Tenant is entitled to increase or decrease the density and intensity of the use
of the site beyond the Conceptual Plans and to otherwise revise the
Conceptual Plans, subject to Landlord’s approval, not to be unreasonably
withheld, conditioned, or delayed; provided, however, that the revised
Conceptual Plans must, at a minimum, provide the Minimum Development
parameters set forth in Schedule 1. Landlord shall be entitled to review
construction drawings, but only (in its proprietary capacity as Landlord) for
purposes of confirming the same conform with the Minimum Development
and then current Conceptual Plans, compliance with the terms of the Lease,
compliance with the ballot question, and compliance with applicable laws.
Landlord will cooperate with Tenant’s development by signing easements
within the leasehold footprint (to the extent necessary to develop the
Premises in accordance with the approved Conceptual Plans), permit

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 applications, etc., within reasonable limitations and subject to all applicable
laws.

Financing: In no event shall the City’s fee simple interest be mortgaged. The Lease
shall be senior to all mortgages. Landlord shall have no obligation to join in
any leasehold mortgages or to subordinate the fee. No limit on leasehold
mortgages, sub-leasehold mortgages, sub-sub leasehold mortgages,
mezzanine financing or preferred equity; provided, however, that no
mortgage shall be cross-defaulted with any other loans encumbering
property outside of the Project. For the avoidance of doubt, tenant shall not
be entitled to utilize the Lease or the Improvements as collateral for any
loan concerning off site projects or improvements except to the extent
expressly agreed by the Parties in the Lease. The Lease will include
reasonable and customary leasehold mortgagee, subleasehold mortgagee,
and mezzanine lender protections and requirements, consistent with a
project of this nature, but in all events subject to applicable laws. Leasehold
mortgagees, subleasehold mortgagees, and mezzanine lenders receive
notice; opportunity to cure (but no need to cure “personal” defaults such as
bankruptcy); control of amendments, modifications, terminations, and
certain Tenant rights under the Lease to the extent the same materially affect
the leasehold mortgage; right to a “new lease” if the Lease terminates;
control of certain bankruptcy proceedings; and other normal and customary
protections. In the event that a leasehold mortgagee decides, in its sole
discretion, to acquire Tenant’s leasehold interest, the leasehold mortgagee
must meet all Tenant’s Lease obligations, including without limitation,
construction obligations under Lease, subject to reasonable and customary
extensions of time. Otherwise, a leasehold mortgagee must abandon the
Lease and the improvements located thereon.

Casualty and
Condemnation: Tenant is responsible for restoration after casualty or partial condemnation,
subject to typical end of term exceptions. Neither shall terminate the Lease.
The casualty and condemnation provisions shall be subject to typical
leasehold mortgagee protections and requirements. Fee and leasehold share
condemnation proceeds shall be based on relative values of the two estates
considered as if no condemnation had occurred.

Dedications: The City Manager shall have the dedicated authority to grant ROW
dedications required by any applicable governmental authority in
connection with granting of approvals, including widening of 4th St and
radius clips.

Use: Tenant may use the Premises for hotel, multi-family, conference center,
retail, office, restaurant, entertainment, co-working space, and ancillary
uses thereto, including parking and any other lawful purpose, provided that
Tenant may not eliminate any uses included in the Minimum Development

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 set forth in Schedule 1, Tenant may not convert any portion of the leasehold
to condominium form of ownership that permits ownership of individual
residential units, and Tenant may not use the Premises for any of the
prohibited uses to be set forth in the Lease without the City’s prior written
consent.

Assignment of Lease: Prior to TCO, Tenant shall not assign the Lease without Landlord’s consent,
which may be based upon an “acceptable developer” concept to be set out
in the Lease. Following TCO of each of the Minimum Development
components set forth in Schedule 1, Tenant may assign the Lease subject to
delivery of customary lease assignment and assumption documents;
satisfaction of objective, reasonable, and easily tested criteria (e.g., financial
capability, no convicted felons and a minimum experience level for the
assignee); and satisfaction of other conditions within Tenant’s control (e.g.,
cure of material defaults). If Tenant has obtained a TCO for the Minimum
Development components (except tenant improvements), then upon an
assignment the assignor shall be released from any liability (except for such
liability incurred by Tenant prior to such date unless such liabilities are
expressly assigned to, and accepted by, the assignee). Notwithstanding the
foregoing, Tenant may assign the Lease to an Affiliate of Tenant of greater
or equal financial capability at any time without Landlord’s consent, but
with advance notice and evidence of compliance herewith. “Affiliate”
means an entity that is controlled by, or under common control with, Tenant,
and that is at least ten percent (10%) owned, directly or indirectly, by Tenant
or Tenant’s principals. Moreover, the Lease shall not restrict Tenant’s
ability to transfer the ownership interests of Tenant, so long as Tenant
continues to meet the definition of “Affiliate,” and no owner is a prohibited
party.

Subleases: Tenant may enter into subleases and space leases (such as, for example,
leases with residential tenants) without restriction. Landlord shall agree to
recognize and nondisturb subtenants and space lessees that satisfy
reasonable objective criteria in the Lease.

Subject to Landlord’s prior approval in accordance with parameters to be

established in the Lease, Tenant shall also be permitted to sublease portions
of its interest in the Lease to facilitate separate ownership, financing,
development, and/or operation of separate components of the development,
and Landlord shall enter into reasonable and customary recognition
agreements with such subtenants to facilitate subleasehold financing (which
agreements shall include, among other customary terms, Landlord’s
agreement to recognize the sublessee in the event of an uncured Tenant
default on a portion of the project outside of the subleased premises);
provided, however, that if Tenant bifurcates the Lease in accordance with
the below provisions, such subleases may not be utilized to circumvent the
restrictions on bifurcation.

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Bifurcation of Lease: To facilitate the financing of each of the primary project components,
Tenant shall be permitted to bifurcate the Lease in a manner that allows for
separate financing, ownership, and operation of each bifurcated lease,
which shall each be a separate, direct lease with Landlord; provided,
however, that no bifurcation shall be permitted unless each of the following
requirements is met, unless waived by the Landlord upon its reasonable
determination that its financial and other interests as Landlord are otherwise
adequately protected:

• No more than five (5) bifurcated leases shall be permitted.

• No bifurcation shall be permitted until after substantial completion of
construction of the Minimum Development components, unless waived by
Landlord.
• Each bifurcated lease shall be independently commercially viable, in
accordance with standards agreed upon by the Parties and set forth in the
Lease, or as otherwise approved by Landlord in its reasonable discretion.
• Base Rent paid by the bifurcated leases, in the aggregate, shall equal that
required by the original Lease, and shall be equitably and fairly allocated
amongst the bifurcated leases pursuant to a formula agreed upon by the
Parties and set forth in the Lease consistent with the independent viability
discussed above.
• The bifurcated leases shall not be cross-defaulted.
• Prior to the bifurcation of the Lease, a declaration shall be recorded against
the property that binds all present and future tenants and establishes a master
association charged with the operation and maintenance of all shared
elements of the project, and the required contributions to be made by each
tenant to fund the master association. The declaration shall be subject to
the approval of Landlord, in its reasonable discretion, and shall contain the
following elements:
o The master association shall have sufficient reserves for a minimum
of 6 months of operational expenses for the shared elements and a
reserve fund to cover anticipated capital expenditures for the shared
elements. The amount held in reserve shall be subject to the
Landlord’s reasonable approval.
o In the event any of the tenants fails to fund its portion of the master
association, the master association will have lien and other
customary enforcement rights.
o The declaration will grant certain cure/self-help rights to each of the
tenants in the event the master association fails to meet its
obligations for the shared elements, and certain cure rights with
respect to the defaults of the other tenants.
o The master association shall engage a qualified property manager in
accordance with criteria set forth in the Lease. The manager shall
be responsible for interfacing with the Landlord with respect to the
day-to-day administration of the bifurcated leases, including day-to-

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 day correspondence with Landlord and coordinating with Landlord
regarding Landlord’s inspection of the premises.
• Assignments of each bifurcated lease shall be subject to the same
restrictions, approvals, and transfer fees contained in the original Lease.
• In the event of an uncured tenant default of any bifurcated lease, subject to
the rights of lenders, Landlord shall have the right (but not the obligation)
before exercising its right to terminate the lease, to require the tenant to
transfer the lease to an unrelated party that is approved by Landlord or is
otherwise a permitted transferee under the Lease.

Tenant’s Right of First

Offer To Purchase: If Landlord decides to transfer the fee estate or if any equity owner of
Landlord decides to transfer its equity interest, Tenant shall have a right of
first offer (which Tenant must exercise or waive before Landlord starts
marketing).

Recourse: After Tenant obtains TCO, Lease becomes entirely nonrecourse.

Parking: The Podium for Tenant’s anticipated project will provide the minimum
number of parking spaces required by City Code to serve the project. The
Lease shall not obligate Landlord to provide any off-site parking, including
within the G4 parking garage, nor shall the Lease restrict Tenant’s ability to
reach a separate agreement with the Miami Parking Authority or any other
third party for the provision of off-site parking.

Landlord’s Approval: Landlord reserves the right to approve or deny, in its reasonable discretion,
any covenants, easements, or similar agreements which encumber the fee
interest of Landlord (as opposed to just the leasehold estate) that are
reasonably required for Tenant’s development and operation of the
Premises.

Closing Costs: Tenant is responsible for the cost and expense of title search and title
premiums, recording of the Memorandum of Lease, and its due diligence,
including, survey, environmental reports, and other due diligence it elects
to undertake. Each party bears its own attorneys’ fees.

Ownership of
Improvements: Tenant shall own all improvements at the Premises during the term of the
Lease. Tenant shall be required to maintain the improvements pursuant to
the standards set forth in the Lease. Provided Tenant continues to comply
with the Minimum Development requirements, Tenant shall be permitted,
without the prior approval of Landlord, to renovate or alter the
improvements to the extent required to retain the market position of the
improvements (including, for example, periodic renovations of apartment
units or hotel rooms); provided, however, that a material reconstruction of
the improvements that exceeds sixty-seven percent (67%) of the

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 replacement cost of the improvements shall require the prior approval of
Landlord, which shall not be unreasonably withheld, conditioned, or
delayed. At the expiration or termination of the Lease, Tenant shall
quitclaim its interest in such improvements to Landlord, which shall be
provided free and clear of any leasehold mortgage or other monetary
encumbrances unless otherwise approved by Landlord. Prior to the
expiration or termination of the Lease, Tenant shall provide Landlord with
a report, prepared by a certified engineer, confirming the compliance of the
improvements with applicable building code requirements and, if
applicable, the cost to repair the improvements to comply with such
requirements. In the event that the improvements do not meet applicable
building code requirements, and the estimated repair cost is greater than
sixty-seven percent (67%) of the appraised value of the improvements,
Landlord shall have the option to require Tenant to demolish the then-
existing improvements.

Indemnity: The Lease shall contain a customary indemnity provision whereby Tenant
broadly indemnifies Landlord for all matters arising from Tenant’s
possession of the Premises to the extent not arising directly from Landlord’s
gross negligence or intentional misconduct.

Representations: The Lease will include a representation that Landlord has no knowledge of
violation of environmental laws or other applicable laws at the JLK Center
portion of the Premises, and other limited representations as agreed in the
Lease.

Due Diligence: Subject to due diligence to be performed during pursuant to an access

agreement prior to the Commencement Date (the “Due Diligence Period”),
including receipt of satisfactory leasehold title insurance policy, Phase I
environmental assessment, and customary documentation mutually
satisfactory to the parties. Tenant may commence Phase II invasive testing
with Landlord’s prior written consent at any time during the Due Diligence
Period in compliance with Landlord’s reasonable instructions and
requirements.

Permits/Inspections: City, in its capacity as sovereign, shall not be obligated to grant Tenant any
approvals of applications for building, zoning, planning or development
under present or future laws and ordinances. Recognizing the public and
private benefits afforded by the project, City agrees to use reasonable,
diligent efforts to facilitate the approval and permitting process through City
in order to expedite the development of each phase of the project as soon as
reasonably practicable in an effort to assist Tenant in achieving its
development and construction milestones for the Project. In furtherance
thereof, City has or will designate a designated representative to serve as
City’s point of contact and liaison with Tenant in order to coordinate and
facilitate the submission of applications, authorizations, permit documents

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 and the like across all of the various departments and offices of the City
which have the authority, right or responsibility to review and approve same
on behalf of the City.

Cancellation of Existing.
Lease The Existing Lease will continue in full force and effect until the
Commencement Date, at which time the Existing Lease shall be terminated,
and shall be of no further force and effect, except for those obligations under
the Existing Lease that expressly survive termination.

Access Agreement Prior to the Commencement Date, Landlord and Tenant shall enter into an
Access Agreement to allow Tenant to perform due diligence and review
materials, including environmental and geotechnical diligence and also tests
and studies as may be required in connection with the demolition of the
existing improvements, will full indemnification of the City by Tenant.

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 Schedule 1
Specifications for Minimum Development Approvals

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 Schedule 2
Conceptual Plan

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