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Biloxi Hotel Development Opportunity
BILOXI, MISSISSIPPI
Exclusive Offering Materials Request Sheet
CB RICHARD ELLIS, INC.
RETURN TO: Kym Halsted
CB Richard Ellis, Inc.
150 West Main Street – Suite 100
Norfolk, Virginia
FAX #: (757) 490-1200 PAGES: 2
Name:
Company:
Address:
___________________________________
___________________________________
___________________________________
___________________________________
_____________, ______ ______________
____________ Phone, _____________ Fax, E-Mail:
CONFIDENTIALITY AND BROKER REPRESENTATION AGREEMENT
This will serve to confirm our agreement concerning certain material, data and information (the "Offering Materials") which CB
Richard Ellis, Inc. ("CB Richard Ellis") and IPC Capital Partners (the "Owner") may make available to
____________________________ ("Prospective Purchaser") and _________________________ ("Broker") for study in connection
with a possible purchase or joint venture by Prospective Purchaser of the site owned by Owner ("Property"), located in Biloxi,
MIssissippi. Prospective Purchaser and Broker hereby inform Owner and CB Richard Ellis that Broker has been engaged by
Prospective Purchaser as its exclusive broker in connection with the possible acquisition or joint venture development of the Property.
CB Richard Ellis is prepared to furnish Prospective Purchaser and Broker with the Offering Materials in connection with discussions
and negotiations concerning a possible transaction involving the Property only on the condition that Prospective Purchaser and Broker
treat such Offering Materials confidentially and confirm certain representations to CB Richard Ellis and Owner. Therefore, as a
prerequisite to CB Richard Ellis's furnishing to Prospective Purchaser the Offering Materials, Prospective Purchaser and Broker
hereby represent and agree as follows:
1. The Offering Materials furnished to Prospective Purchaser and Broker will be used by Prospective Purchaser and Broker
solely for evaluating a possible transaction exclusively for Prospective Purchaser's own account, as principal in the transaction,
and not as broker or agent for any other person. Therefore, Prospective Purchaser and Broker agree to keep all Offering Materials
strictly confidential; provided, however, that any such Offering Materials may be disclosed to Prospective Purchaser's directors,
officers or employees, as well as its counsel, accounting firms and financial institutions ("Representatives") who need to know
such information for the purpose of assisting Prospective Purchaser with a possible purchase of the Property. Such directors,
officers, lawyers, financial institutions and accountants shall be informed by Prospective Purchaser of the confidential nature of
such information and shall be directed by Prospective Purchaser to treat hold such information in strict confidence. Prospective
Purchaser agrees to be responsible for any breach of this Agreement by any of its Representatives. Prospective Purchaser and
Broker agree not to disclose that Owner and the Prospective Purchaser may be considering a transaction or have had, are having,
or propose to have any discussions with respect thereto. Prospective Purchaser and Broker agree not to copy or duplicate the
Offering Materials and to return the Offering Materials to CB Richard Ellis if Prospective Purchaser decides to discontinue
discussions, or if requested by CB Richard Ellis.
2. Although CB Richard Ellis has endeavored to include information which CB Richard Ellis believes to be relevant for the purpose
of helping Prospective Purchaser in Prospective Purchaser's evaluation of the Property for possible purchase, Prospective
Purchaser and Broker understand and acknowledge that neither the Owner of the Property nor CB Richard Ellis make any
representation or warranty to Prospective Purchaser or Broker with respect to any of the Offering Materials. Prospective
Purchaser and Broker agree that Owner and CB Richard Ellis shall not have any liability to Prospective Purchaser or Broker as a
result of Prospective Purchaser's use of the Offering Materials, and it is understood that Prospective Purchaser is expected to
perform and be responsible for such due diligence investigations and inspections of the Property as it deems necessary or
desirable and as permitted by agreement with the Owner of the Property.
3. This Agreement shall be inoperative as to particular portions of the Offering Material if such information (i) becomes generally
available to the public other than as a result of a disclosure by Prospective Purchaser or its Representatives or Broker in violation
of this Agreement, (ii) was available to Prospective Purchaser on a non-confidential basis prior to its disclosure by Prospective

Purchaser or its Representatives or (iii) becomes available to Prospective Purchaser on a non-confidential basis prior to its
disclosure by Prospective Purchaser or its Representatives when such source is entitled to make such disclosure.
4. The Prospective Purchaser and Broker hereby agree and confirm that the subject matter of this Agreement is unique, and that it
may be impossible to measure the damages which would result to the Owner from violations by the Prospective Purchaser or
Broker of the various agreements and covenants set forth herein. Accordingly, in addition to any other remedies which the Owner
may have at law or in equity, the Prospective Purchaser and Broker hereby agree that the Owner shall have the right to have all
obligations, undertakings, agreements, covenants and other provisions of this Agreement specifically performed by the
Prospective Purchaser and Broker, and that the Owner shall have the right to obtain preliminary and permanent injunctive relief to
secure specific performance, and to prevent a breach or contemplated breach, of this Agreement, without, in any case, proof of
actual damages.
In the event that an action is brought to enforce rights hereunder, the non-prevailing party shall indemnify and hold harmless the
prevailing party from and against any actual and direct costs and expenses (including reasonable attorneys' fees and other charges)
incurred by the prevailing party in connection with such action.
5. Nothing in this Agreement shall be construed as an agreement or obligation on the part of Owner to sell, or the Prospective
Purchaser to purchase, any interest in the Property on any terms.
6. Prospective Purchaser has been advised that CB Richard Ellis is acting on behalf of Owner as exclusive broker in connection with
the proposed sale of the Property, and Owner has agreed to pay a commission to CB Richard Ellis upon a sale of the Property in
accordance with a separate agreement between Owner and CB Richard Ellis. Owner shall have no obligation or liability
whatsoever for any commission, fee or compensation to Broker in connection with the sale of the Property. Broker, as procuring
agent for Prospective Purchaser, shall receive its compensation exclusively from Prospective Purchaser. Broker and Prospective
Purchaser agree to indemnify and hold harmless CB Richard Ellis and Owner, their respective affiliates, partners, subsidiaries,
employees, officers and directors against and from any loss, liability or expense, including reasonable attorney's fees arising out
of any claim or claims by any broker, finder or similar agent (including but not limited to Broker) for commissions, fees or other
compensation for bringing about the sale(s) of the Property to Prospective Purchaser if such claim or claims are based in whole or
in part on dealings with Broker, Prospective Purchaser or any of its representatives; provided, however, the foregoing indemnity
agreement by Broker does not extend to any claims of Broker against CB Richard Ellis for non-payment of the Broker's share of
the CB Richard Ellis' commission to be paid to Broker pursuant to the separate written agreement between Broker and CB
Richard Ellis, if any.
7. In the event of any legal action or proceeding or asserted requirement under applicable law or governmental regulations calling
for disclosure of confidential information furnished hereunder, the Prospective Purchaser shall forthwith notify the Owner or CB
Richard Ellis and, upon request of the Owner, shall cooperate reasonably with the Owner in contesting such disclosure at the
expense of the Owner. Except in connection with any failure to discharge the Prospective Purchaser's or Broker's responsibilities
under the preceding sentence, the Prospective Purchaser and Broker shall not be liable to the Owner in damages for any disclosure
pursuant to court order or other legal process or pursuant to applicable law or governmental regulation.
CB Richard Ellis, Inc.
Lewis C. Miller
Senior Vice President
ACCEPTED AND AGREED TO
THIS _______________ DAY OF _______________________________, 2010
PROSPECTIVE PURCHASER:
BROKER:
By:
Name:
Title:
By:
Name:
Title: