Lagomar Properties Inc.

Richmond Virginia/Republic of Panama

November 2011

2

This document details the Business Plan package for the development of the Hard Rock Hotel Panama by Lagomar Properties Inc. This resort will provide a four-start luxury destination in a pristine location just south of Coronado Beach on the Panamanian Pacific coast. When completed, the property will function as a profitable business backed by one of the most respected and exciting brands in the world. In addition, the property is being developed as a condominium hotel; Lagomar can sell constituent units of the resort, providing an additional means of raising capital and/or repaying debt.

This business plan contains the following elements:

 Background on Lagomar ee n and the Hard Rock Hotel Panama (HRHP) project  Detail on the associated clinic, to serve both the resort and the surrounding area  Profile of the developers and their strategic partners  Project program and conceptual design concepts and sketches, all subject to change representing a fair and accurate representation of the project vision approved by the Hard Rock and Lagomar.  Marketing Communications plan  Key Financial Budgets and Development Project Schedule

Other information required for due diligence will be provide under separate cover if requested.

I appreciate your interest in the Hard Rock e n n Panama, and look forward to exploring your potential involvement in what I am confident will become the premier resort destination in the Central American/Caribbean region.

Yours truly,

Wayne Bryan

Developer Lagomar Properties, Inc 300A Turner Road Richmond, VA 23225 804/726-6500 Confidential - Lagomar Properties Inc. / Novmeber 2011 3

Contents Executive Summary ...... 5

Team background ...... 7

Hard Rock International 7

Mission Statement: ...... 7

Mottos ...... 7

Operating Values ...... 7

History ...... 7

Hard Rock Hotels ...... 8

Key Managers ...... 9

Relationship with Lagomar Properties Inc ...... 9

Lagomar Pee n 10

Wayne Bryan ...... 10

Gilberto Buitrago ...... 10

The Lagomar Properties Team ...... 10

Current Capitalization ...... 10

Location: Panama...... 11

Excerpt from HVS Feasibility Study ...... 12

Investment and Development Strategy ...... 18

Strong Brand Identity ...... 18

Varied Product Offering ...... 18

Focused investment/Risk Management Strategy ...... 19

Development Stages ...... 19

Lagomar Properties – HRH Designs Concept ...... 21

Design Team 23

Project Conceptual Sketches 23 Confidential - Lagomar Properties Inc. / Novmeber 2011 4

Marketing Plan ...... 25

Budget & Financials ...... 35

The Numbers (ROM Estimates) (See Note Below) Full HRHP Phase 1 ...... 35

Schedule ...... 36

Development Team ...... 36

Lagomar Properties, Inc 36

Hard Rock Hotel 37

Milton Pate Architects 37

EDAW 38

Cole Martinez Curtis and Associates ...... 38

Other Lots on Property ...... 50

Total Estimated Value: ...... 50

Villas ...... 50

Lots ...... 50

Confidential - Lagomar Properties Inc. / November 2011 5

Lagomar Properties, Inc., in conjunction with Hard Rock Hotels International is developing what promises to become one of the hottest resorts in the Western Hemisphere. Located on a 100 acre plateau overlooking the Pacific Ocean just south of affluent Coronado Beach, the Hard Rock Hotel Panama will provide magnificent water views from almost every room. Bordered on the south by a small river flowing beneath dramatic bluffs, the resort will combine natural beauty with a wide array of opportunities for activity and leisure, fine dining, nightlife and cutting edge amenities all blended to reflect the culture of the area and the high expectations created by the Hard Rock brand. The intent is to create both great experiences for the customers and a great business with sustainable competitive advantage for the operators and owners.

Lagomar Properties, to date, has invested over $1MM in developing this project. This includes

Developer extensive research on location and markets, formalization of the Hard Rock International Investment relationship, development of the resort land plan and conceptual design, Panamanian permits and approvals, creation/production of marketing collateral and other steps necessary to be ready to begin early stage construction.

Property Lagomar has purchased 100 acres of oceanfront property near El Hio Panama. 40% of this land (41 acres) is committed to the development of the Hard Rock Hotel Panama. The remaining 59 acres are being held in reserve for future development as a golf course with single family residences. (A plan for this space, developed by EDAW shows room for 77 home lots, as well as a club house and several holes on the property currently owned. Another 21 acres has been optioned for development of the remainder of the course.)

Land This property has been partially cleared, is accessible by an unpaved road, and has been assessed at Assessment $51MM. Initial infrastructure actions to include but not limited to bringing paved roadways into the and Appreciation property and establishing power and water connection and distribution. Based on comparables from other area development, this will bring the value of the property from $510K/acre to $1.4- 2.4MM/acre. Based on this estimate, the equity in the project after the basic infrastructure work will increase to $141MM ($58MM for the Hard Rock parcel; $83MM for the remainder of the property.)

The Hard Rock Hotel Panama will have condominium inventory of approximately $1MM. The golf Condo and Real Estate lots on the Hard Rock Property have an estimated value of $MM, resulting in a total real estate Value value of $0MM. (This does not count additional golf lots located off the 100 acre property on the optioned land.) In principle, these properties can be liquidated at any time during development, but we believe that the longer we hold these properties the more they will appreciate in value.

Hotel The gross revenue (room rental, food and beverage, and casino) is projected to be in excess of Operations $100MM by the fourth year of operations.

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Lagomar Properties, Inc. is owned by two highly successful developers who, prior to joining forces in this new development endeavor had each created highly successful development in Latin America.

Key Personnel Wayne Bryan‘s early involvement in the development of Los Suenos Resort, one of the premium destinations in Costa Rica, gives him important insights into the challenges and opportunities of developing luxury properties in the burgeoning Central American tourist market. A serial entrepreneur, Mr. Bryan has launched several successful businesses, all operated out of his home base in Richmond, Virginia.

Developer Background Gilberto Buitrago is a successful lawyer and entrepreneur based in Bogota, Colombia. A former high official in the Colombian IRS, he played a pivotal role in breaking the drug cartels’ hold on that country’s economy. As a result, Mr. Buitrago has wide ranging contacts, both in business and in the governments of the region. In addition to his law degree, Mr. Buitrago holds a PhD in economics.

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Hard Rock International has become one of the most recognized brands in the world through its total A unique commitment to a set of idealistic values that convey real-world sustainable competitive advantage. brand with global reach and strong, Mission Statement: idealistic values To spread the spirit of Rock ‘n’ Roll by creating authentic experiences that rock.

Mottos Love All – Serve All Take Time to Be Kind All is One Save the Planet

Operating Values 1. Practice honesty, integrity and professionalism. 2. Encourage everyone to maximize their potential. 3. Take personal accountability for getting results. 4. Create brand excitement through innovation. 5. Deliver Kick-Ass Service!

History The following history of the organization comes from the Hard Rock website:

The first Hard Rock Cafe (HRC) opened its doors to the public on June 14, 1971, in London,

Donations of England. Founded by Isaac Tigrett and Peter Morton, two enterprising and music-loving memorabilia by Americans, HRC was an instant classic, attracting droves of customers with its first-rate, but rock stars like Eric Clapton are moderately priced casual American fare, warm service and ever-present rock 'n' roll music the foundation and sensibility. Although it was initially decorated with an eye toward eclectic Americana, for the brand’s HRC has ultimately become the world's leading collector and exhibitors of rock 'n' roll huge collection memorabilia.

Hard Rock began its global expansion in 1982, when Tigrett and Morton agreed to develop their own Hard Rock Cafes in various parts of the globe. Morton opened HRCs in Los Angeles, San Francisco, Chicago and Houston. Tigrett opened in New York, Dallas, Boston, Washington, D.C., Orlando, Paris and Berlin, eventually selling his interest to Mecca Leisure. In 1990, The Rank Group, Plc., a London-based leisure company, acquired Mecca and continued expansion of the concept in their geographic territory. Rank then acquired Hard Rock America from Peter Morton, and Hard Rock Canada from Nick Bitove. With these acquisitions, Rank consolidated worldwide control of the Brand, and with it, one of the most

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universally recognized trademarks. In March 2007, the Seminole Tribe of Florida acquired Hard Rock International, Inc. and other related entities from The Rank Group, Plc.

With over 130 venues in more 40 countries around the world, Hard Rock has become a truly Hard Rock has global phenomenon. From its launch in London, England, to New York, Los Angeles, Paris and become one of Tokyo, and on to such exotic and far-flung locales as Kuala Lumpur and Shanghai, Hard Rock the most recognized and offers a special experience to its devoted, ever-expanding clientele. Its unparalleled respected memorabilia collection, which consists of more than 70,000 pieces that are rotated from brands in the restaurant to restaurant, provides the world's most comprehensive "visual history" of rock 'n' world roll. These treasures include an awe-inspiring collection of classic guitars and other instruments, posters, costumes, music and lyric sheets, album art, platinum and gold LPs, photos and much more. From Jimi Hendrix's Flying V guitar to John Lennon's handwritten lyrics to "Help" (his favorite Beatles' tune) to one of Madonna's now-classic bustiers. And, like the true "living museum" that it is, Hard Rock's memorabilia collection remains very much a work in progress, constantly expanding and deepening as new music-and new music history-is made every day.

Since its inception, Hard Rock has remained extraordinarily faithful to its original intentions. Its rock 'n roll sensibility - an HRC birthright - remains at the very center of all Hard Rock restaurants and all expansion efforts undertaken by Hard Rock Cafe. Classic American food, served up by a capable, caring and attentive wait staff, is still the "order" of the day at HRC. And a never-wavering commitment to wide-ranging altruistic causes -under the banner 'Save The Planet'- has helped make Hard Rock a legitimate cultural force, from coast to coast, continent to continent.

Throughout its history, Hard Rock has been governed by a guiding service philosophy - "Love All - Serve All." Created as a place where all have always been welcome, regardless of age, sex or class; this unconditional welcoming hand, first extended by Messrs. Tigrett and Morton, continues today as integral to Hard Rock's present and future as it was to its beginnings.

Today, Hard Rock Cafe International, with Hard Rock Cafe at its core, is an entertainment and leisure company that continues to successfully expand the Hard Rock Brand through myriad music-related ventures.

- Source: www.hardrock.com

Hard Rock Hotels The expansion of the brand into the upscale hotel market required keeping the core principles responsible for the success of the cafes, but realizing them in a manner consistent with a 4-5 star hotel experience. There are currently Hard Rock Hotels in nine markets (Las Vegas, Hollywood FL,

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Orlando, Chicago, San Diego, Biloxi, Tampa, Pattaya and Bali) with additional hotels scheduled to open in Macau, Atlanta, Palm Springs, Dubai, Penang and Panama.)

Key Managers The key managers involved with this project from the Hard Rock are:

- Hamish Dodds, nenn - Andrea Melotti, Director of Operations - Jay Pecotte, Director of Project Development

Hard Rock The Hard Rock team has been involved with the project from the beginning. Under a set of Hotels expand management and operating agreements they are providing the following services: the established brand identity into a more  Consultation on hotel site selection and market analysis. upscale market  Advice on qualification and selection of architects, designers and other key service providers, including assistance in preparing RFPs, response evaluation, attending presentations by candidates, and development of contractual terms.  Participation/feedback in design meetings, stage review of plans and other deliverables.  Participation/review in the development of marketing plans and collateral.  Financial reviews.  Advice/assistance in developing strategic relationships with resort partner organizations, including restaurants and night club operators.  Consultation on operations, budget development, and other key project requirements.  Other services related to ensuring the success of the operation and consistency with HRH brand standards.

Relationship with Lagomar Properties Inc Hard Rock Lagomar Properties selected Hard Rock International as its development partner to provide branding, Hotels expand the established consulting and operational resources to this project. We believe that the expertise and reputation brand identity the brand provides will be a crucial component of our success. Working with their development team into a more upscale market we have assembled a team of architects, landscape architects, interior designers, project managers and a variety of subject matter and construction service experts to guide the development of the Hard Rock e n n Panama. This is a long-term relationship. When the hotel is completed, Hard Rock International will provide operational management, including staff hiring/firing/management, guest reservations, information technology and marketing support.

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Wayne Bryan The chief developer and President of the Company is Wayne Bryan Sr. Mr. Bryan, the founder of Lagomar Properties Inc., has extensive experience in development in Central America over the last 1 years, through the Los Sueños Golf and Marina resort in Costa Rica. A serial entrepreneur, Mr. Bryan has previous experience in real estate, automotive, financial and medical software businesses. (A patent is pending for innovations in ACH-based medical payments.) His involvement in Panama comes after years of researching the market and investigating the ideal location and brand for a premium tourist destination site.

Gilberto Buitrago Mr. Bryan’s key partner in this enterprise is Gilberto Buitrago. Mr. Buitrago has significant background in successful high-end development.

The Lagomar Properties Team An experienced, Mr. Bryan and Mr. Buitrago have assembled a team of talented financial and project managers to world class team guide this project to completion. The main leadership positions are held by Peter McElhinney, Chief Operating Officer, responsible for overall project business and Vivan Christman, with extensive background in international/Central and South American construction.

Key Subcontractors include:

 Milton Pate – Architects  EDAW/AECOM – Landscape Planning and Design  Cole Martinez Curtis and Associates – Interior Design  Ryan & Deslauriers – Marketing  Made, Inc. – Internet and collateral design

Current Capitalization Lagomar Properties, to date, has invested over $1MM in developing this project. This includes extensive research on location and markets, formalization of the Hard Rock International relationship, development of the resort land plan and conceptual design, Panamanian permits and approvals, creation/production of marketing collateral and other steps necessary to be ready to begin early stage construction. Lagomar purchased 100 acres of oceanfront property near El Hijo Panama. 40% of this land (41 acres) is committed to the development of the Hard Rock Hotel Panama. The remaining 59 acres are being held in reserve for future development with potential use as lots for single family homes, another resort, or as part of a golf course (which will require additional land purchases.) This property has been partially cleared, is accessible by an unpaved road, and has been assessed at $51MM.

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Panama is rapidly developing into a major destination for tourist seeking a high quality travel experience. (It’s increasing popularity is reflected in an 41% increase in arrivals at Panama City’s Tucuman Airport between 2004-2006) There are a number of reasons:

Panama today  Unsurpassed physical beauty of the environment, including mountains and seaside, white is where Costa Rica was 15 sand beaches and rain forests, sophisticated attractions and native cultures. years ago  First world transportation- roads and bridges- and US-level medical facilities including the ‘Johns Hopkins Hospital’ in down town Panama City.  Economically stable, uses USA currency as basis for currency, Canal is an important (and lucrative) resource for international trade.  Duty free importation of construction materials, furniture fixtures and equipment.  Manageable laws for accommodating ‘guest workers’ status for key manages and technical personnel.  In addition, Panama has become an attractive haven for retirees with substantial tax breaks and discounts for individuals with pension income. o Panama Canal expansion is currently underway. It’s completion will ensure the continuation of Panama’s position as a key crossroads of world trade.

The resort is located at one of the most desirable destinations in the country. It is situated on over 100 acres of rolling terrain, bounded by the ocean, a river, and the jungle. The property provides dramatic views of the Pacific Ocean, distant mountains and tropical jungle, yet is located just outside of Coronado, Panama’s the premier Pacific beach community. The area, with its broad beaches, dramatic seaside bluffs and relatively rain-free microclimate provides an ideal site for a world-class development. A river, navigable by small sports craft, defines a secure southwest boundary of the property, providing opportunities for eco-sports (kayaking, nature trails) as well as generating a surfing break off the beach. The site has over 600 meters of beachfront stretching along a beautiful and extensive crystalline shoreline, stretching from the northeast to the southwest. The elevation of the property results in magnificent vistas in all directions.

First mover The Hard Rock e n n Panama will be the first international luxury brand on the pristine beach in Panama. advantage (Our closest competitor, as identified in the HVS Feasibility Study, is the Intercontinental Playa Bonita. It’s location, on Panama Bay just down-current from the city, has minimal beachfront down- current from untreated urban outflows.) There is down-market competition from all-inclusive resorts, and from party-bar Nikki Beach, but these lack the brand appeal and amenity level of the Hard Rock Hotels.

The Company is confident that Panama provides significant advantages for the sale of condominium units at a Hard Rock Hotel destination resort. The market and location was selected after significant, in-depth research established its superiority over competitive markets, including Costa Rica. We are confident in the ability of the Panamanian marketplace to provide strong return on our investment.

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Panama has not been as affected by the global downturn that has hit other markets. Its economy is projected to grow at a 5.7% rate in 2009.

The plans for the Hard Rock Hotel Panama are based on research done by the firm and by retained experts in the travel/hospitality field. The primary external resource used is HVS International, which conducted a feasibility and valuation study on both the Lagomar Resorts plan but also on the specific area of Panama where the hotel will be located, one of the country’s premiere locations.

Excerpt from HVS Feasibility Study The following are excerpts from the HVS study for the project. (HVS is a world leader in hotel feasibility and evaluation.)

Hotel Site Panama today “The economic vitality of the market area surrounding the subject property is an important is where Costa consideration in forecasting lodging demand and income potential. Economic and Rica was 15 demographic trends that reflect the amount of visitation provide a basis from which to years ago project hostelry demand. The purpose of the market area analysis is to review available economic and demographic data to determine whether the local market will undergo economic growth, stabilization, or decline. In addition to predicting the direction of the economy, the rate of change must be quantified. These trends are then correlated based on their propensity to reflect variations in lodging demand, with the objective of forecasting the amount of growth or decline in transient visitation by individual market segment (e.g., commercial, meeting and group, and leisure).

“The market area for a lodging facility is the geographical region where the sources of transient visitation (demand) and the competitive supply are located. A lodging facility’s market area is generally defined as the geographical area of influence surrounding the property. In most instances, this area also encompasses the hotel’s demand generators and competitive lodging facilities. The economic and demographic profile of the defined market area is typically relevant in gauging the strength of the market’s lodging demand. However, sometimes, particularly for resort properties, the feeder markets that generate demand to the resort location are more pertinent for analysis. The subject site is located in El Hijo, Panama.

The Country Panama has a “Panama is the southernmost country of Central America and links Central and South strong, dollar- America. Slightly smaller than South Carolina it expands over ±30,193 square miles, it is ±480 based economy miles long and ranges between ±37 and ±110 miles wide. Panama, which has approximately ±3.3 million inhabitants, borders Costa Rica to the west and Columbia to the southeast, the Caribbean Sea to the north and the Pacific Ocean to the south. The country is divided into nine provinces, which are sub-divided into 75 districts, within five indigenous regions. The official language is Spanish; however, English is wide spread as a second language.

“Panama’s economy is mainly built up on a well developed services sector that accounts for more than three-quarters of the GDP. Panama's economy is primarily service-based and is Confidential - Lagomar Properties Inc. / Novmeber 2011 13

heavily weighted toward banking, commerce, tourism, trading and industry because of its key geographic location and the Panama Canal. Services include the operations of the Panama Canal, banking, the Colon Free Zone, insurance, flagship registry, and tourism. The handover of the Panama Canal and military installations by the United States has given rise to many new construction projects. While the referendum regarding the building of a third set of locks for the Panama Canal was approved overwhelmingly in October 2006 and has spurred many new projects. The new government, led by Martín Torrijos has undertaken new measures in an attempt to improve the country’s economy, including fiscal reform.

“The Panamanian currency is the balboa, fixed at parity with the United States dollar. In practice, however, the country is dollarized; Panama mints its own coinage but uses US dollars for all its paper currency. As of 2005, Panama’s unemployment rate was of 7.3%, the lowest in Central America. Panama’s diverse economy continues to exhibit strong indicators of political and economic stability. Some of the principle products of the county are bananas, pineapples, sugar, café, and cloth. A combination of factors resulted in low levels of Panamanian economic growth during the period 2001 through 2003.

Since the “These factors included a decline from the Colon Free Trade Zone and agricultural exports, as departure of well the global recession and the withdrawal of U.S. military forces from Panama. However, the US military, levels of economic growth showed signs of recovery in 2004 and with the new government Panama has that supported export oriented services the country’s economy continued to gained been rapidly modernizing momentum. In recent years Panama has benefited from increasing levels of economic and attracting growth fueled by foreign investment. Various incentives created for foreign investors by the new investment local government resulted in foreign investment totaling 17.5% of GDP in 2006. The US dollar is recognized as the official currency alongside the Panamanian balboa with a one to one exchange rate. The use of the US dollar as legal tender, relatively easy access to credit, coupled with the fact no exchange controls or restrictions for foreigners purchasing properties have led to significant investment and developments in Panama. Panama’s economy benefits from low inflation rates (2.3% inflation rate in 2006). Furthermore the “Foreign Direct Investment” publication recommends Panama as the country with the best economic potential, forecasting sustainable growth of 7% in 2007.

“In 2004, the new government led by Martin Torrijos outlined new initiatives and measures to improve the country’s economy. Based on our discussions with government officials of the Ministry of Trade, the government introduced a comprehensive master plan to increase Panama’s competiveness and improve the economy. Some of the major sectors targeted are as follows:

Education & Service To increase qualitative labor, the government has set up programs to ensure that every child has the opportunity to attend school, including children from the indigenous regions and the lower-income areas. The government created learning centers throughout the country to assist children and train students for various job opportunities. The government currently supplies internet access to over 1,000 schools throughout the country and numerous scholarships are granted to students to pursue degrees and advanced degrees at the international universities as well. The government’s budget for these training programs has

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increased to $50 million and over 20,000 students were trained in 2006 through the new programs.

Economy: The government modified law 2 and law 8 in order to encourage trade and tourism and thereby accelerate economic growth through incentives for foreign investment. There are additional projects planned to support and improve the economy with the major project being the expansion of the Panama Canal. Government also plans to create a national energy hub to promote Panama as the energy hub for Latin America, and includes plans to build a gas pipeline between Colombia and Panama.

Modernization of the government: The government is continuously working on computerizing all the procedures to accommodate investment opportunities for Panama. Based on discussions with local government officials, they indicated that the process was previously negatively impacted with high levels of bureaucracy that limited the number of projects. In order to improve this process, the government created new procedures to facilitate the flow of information quicker, thus leading to more development projects.

Telecommunication: The Panamanian government has targeted this sector for growth during the next decade. They have created numerous incentives for information and communication technology companies to establish companies or relocate their regional headquarters to Panama. As a result numerous call centers have been established in Panama during the past five years. In 2004, there were 20 call centers located in Panama, by the end of2006, this number increased to 47, with over 15,000 Panamanians employed at these call centers. Reportedly, Dell Inc. is expected to expand their regional call center in Panama, resulting in an additional 10,000 jobs.

Poverty reduction: Over ±36% of the population live under the poverty line and the government has implemented different programs in an attempt to alleviate this problem. As of 2006 the unemployment rate was reduced to 9.1%, however, 30% of the labor force is underemployed. Panama's dual economy consists of a modern and relatively prosperous service sector, including the Panama Canal, banking, flagship registry, and tourism, which accounts for more than 75% of GDP, alongside a traditional, and considerably poorer, rural and agrarian sector. Panama is one of the countries participating in the Plan Puebla, which is an infrastructure development plan that stretches from Central Mexico though southern Mexico and seven Central American counties all the way to Panama. The purpose is to construct and upgrade infrastructure such as highways, ports, railroads, airports etc. to attract increasing levels of foreign investment and to create more efficient and faster trade between the counties. One of the major projects within the Plan Puebla is the ±16,000 mile network of highways known as the Pan-American Highway; the envisioned network of highway systems stretching from Argentina to Alaska has been under construction since Confidential - Lagomar Properties Inc. / Novmeber 2011 15

1923, the final piece to complete remains a stretch of 54miles between Columbia and Panama, known as the Darien Gap. Once complete this network will make trade more accessible to all regions within the Americas, increasing trade volume in these areas while decreasing the overall cost of transportation. Further infrastructure improvements include the joining of the Northern and Southern Corridors from Tinajitas to Tocumen. This project includes a vital stretch of roadways known as the Panama City Beltway, which will make it possible to drive into and around Panama City. This highway system will provide direct and easy access between the city’s downtown center to the south, Tocumen International Airport to the northeast, the National Bus Terminal in Albrook to the north and the Bridge of the Americas to the west of Panama City, as well as provide access to the Colon Free Trade Zone; the highways are scheduled for completion in the summer of 2009.

Workforce

Lagomar and “The characteristics of an area's workforce provide an indication of the type and amount of the Hard Rock intend to invest transient visitation likely to be generated by local businesses. Sectors such as finance, heavily in insurance, and real estate (FIRE); wholesale trade; and services produce a considerable creating a local number of visitors who are not particularly rate sensitive. The government sector often workforce. generates transient room nights, but per-diem reimbursement allowances often limit the accommodations selection to budget and mid-priced lodging facilities. Contributions from manufacturing, construction, transportation, communications, and public utilities (TCPU) employers can also be important, depending on the company type.

“Unemployment rates have been historically high in Panama. They reached their peak in 2001, as an effect of the economic slowdown and the departure of the U.S. military. In 2006 the unemployment rate declined its historical low, under 10%. This trend is partially due to the new measures implemented by the new government and continued economic expansion. Based on our discussions with local government officials, there is currently a shortage of skilled labor but an oversupply of unskilled labor in Panama. In order to overcome this major issue the government initiated an educational training program and established a new organization. The National Institute of Vocational Training for Human Development (INADEH) is an autonomous institution, and is ruled by the general policy of an Executive Body, through the Ministry of Labor and Work Development and subject to the control of the General Comptroller Bureau of the Republic of Panama. The National Institute of Vocational Training for Human Development objective is to implement policies, strategies and programs on vocational training, labor training and business management training. The labor force will be developed in pre operational activities, technical services, operation and projects, laboratory personnel, maintenance, and security.

Law 8

“The object of Law 8, as of the 14th of June 1994, is to establish a simple, efficient and rational process for developing and promoting tourism related activities in the Republic of Panama by providing special benefits and incentives to tourism related enterprises. To qualify for the special incentives that law 8 offers, the business must be accepted by the IPAT (Panamanian Tourism Institute) and registered in the National Tourism Registry. For the Confidential - Lagomar Properties Inc. / Novmeber 2011 16

construction, rehabilitation, and development of lodging services, with a minimum investment of US$300,000 in metropolitan areas, and US$50,000 minimum in the rest of the country, the following incentives apply:

 Total Exoneration for a 20 year term, from importation taxes on introduction of materials, furniture, equipment, boats and automotive vehicles with minimum capacity for 8 passengers.  Exoneration of Property Tax, for a 20 year term, starting from the date of registration at the National Tourism Registry.  Exoneration of all taxes or liens on the capitalization of the company.  Exoneration of dock taxes or any fees or taxes for landing pads on docks, airports, or heliports on the property, constructed or rehabilitated by the company.  Exoneration of all interest income taxes generated by investors.  For effects of calculations of depreciation on any equipment or property, the amount of 10% per year shall be acceptable, excluding the value of the land.

“Tourism to Panama, as a “destination” is dependent first and foremost on the accessibility of the destination. In most cases, accessibility is principally provided by air service, consisting of either scheduled commercial service or charter service. Typically referred to as “airlift,” Support for the seat capacity and frequency of flights are critical factors that essentially control the level tourism is a of tourism to a destination. The airlift therefore also dictates the potential demand for national priority lodging facilities. Airlift and lodging inventory can be described as a “chicken-or-egg” circumstance. Airlines will not initiate or expand flight service unless and until the lodging capacity is sufficient to support that service, providing facilities that can accommodate the Tax policies guests flying to the country. In this respect, the lodging facilities effectively generate the make achieving demand. The character of the accommodations is also a critical factor, in that the profile of ROI quickly a lot easier the tourists will be directly influenced by the caliber of the accommodations offered. For example, destinations that offer first class accommodations built to the standards to which North American travelers are accustomed are likely to attract or support significant airlift from U.S. carriers or North American points of origin. At the same time, developers are unlikely to develop new resort properties unless and until the airlift is sufficient to support the hotel(s). Such is currently the case in Panama. However, the Panamanian Tourist Board is leading a renewed initiative to advance the tourism industry in Panama. The focus of this initiative has been on the North American, South American and European markets, and has consisted of soliciting increased flight service, while, at the same time, encouraging the development of full service destination resorts to the country. Trends in visitation to Panama are central to this study given that the major sources of demand for the proposed hotel that is the subject of this report will be visitors to the Republic of Panama. Since 2000 the Republic of Panama has seen dramatic increases in year over year visitation growth rates; 2006 realized the highest count in the past decade at a total of ±1.2 million visitors.

Visitation Trends

“According to information provided by Smith Travel Research, market-wide average rates for Panama show a substantial increase of roundly 11.0% for 2006, increasing significantly by 36.6% during year to date period through July 2007 compared to the same period last year.

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We note, that the overall market attained these average rate gains in tandem with gains in demand as the market exhibited a 16.7% and 19.8% increase in occupied room nights in 2005 and 2006. This trend continued during the year to date period through July 2007 compared to the same period last year as occupied room nights increased by 11.7%. The market's strong performance is a direct result of the “boom” that Panama is currently experiencing. The healthy average rate increases illustrate the gradual strengthening of the local lodging market. We anticipate that as the Panamanian economy continues to expand as result of the expansion of the Panama Canal and Panama benefits from the additional exposure generated by an increase emphasis on marketing and advertising by the local tourism officials and management of the proposed hotels that market wide average rate will continue to increase.”

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Our business model is similar to Hard Rock Condo Hotel in San Diego, California. Units will sell to individuals who will have the option to place them into a rental distribution program run by the Hard Rock. The rental proceeds are then distributed to the condo owner and the hotel owner.

We are confident that we are setting the correct price point. The sales for the Hard Rock Hotel Condos in San Diego closed at approximately $1,300 per square foot; our condo units in Panama will start at approximately $650 per square foot. In addition, the high demand for hotel rooms in Panama (second in the world, only Venice, Italy has higher occupancy according to Deloitte Touche) make our condos an exceptional value.

Strong Brand Identity The right brand The Hard Rock Hotel has established an international reputation for quality of guest experience. The

The right team design, furnishings and amenities The appeal of the Hard Rock has been proven in other markets by the brand’s higher-than-average occupancy and Revenue per Available Room (Rev Par) We believe The right this will be a valuable proposition for both visitors and condominium buyers. (The latter will have location vacation property backed by the strength of the brand’s marketing awareness and reach.) The right amenities As of December 29, 2008 there are 9 Hard Rock Hotels in operations (Orlando, Las Vegas, Chicago, Hollywood FL, Biloxi, San Diego, Pattaya, Tampa, and Bali) and an additional 6 (Dubai, Panama, Atlanta, Macau, Penang, Palm Springs) under development.

Each of the hotels is highly individual, designed to embody the Hard Rock values in harmony with the culture and feel of its location.

Varied Product Offering We will be offering a variety of products to meet a range of needs, including:

 Standard, 1-bedroom guest units, most of which have ocean views (and the rest views of the nearby mountain range).

 Expanded guest units with upgraded amenities.

 Suites, including ocean front “hammerhead” suites of varying sizes up to premium penthouse “Rock Star Suites).

 Ocean, Mountain, Eco and Spa villas providing a more intimate and exclusive visitor experience. These are clustered in various attractive locations throughout the resort.

Condominium purchasers will receive special perks on their visits, and have the option of enrolling their units in a rental management program when they are out of the area.

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Focused investment/Risk Management Strategy Lagomar Pee n is completely focused on this project, while exploring potential other Hard Rock locations including urban hotels in Panama City, Panama and Bogota, Colombia. We believe that the proven customer base provided by the Hard Rock brand will provide a significant competitive differentiation, both for pleasure tourists and, over time, for the meeting and convention market segments.

Risk Management. By operating within the guidelines of an established international brand for guidance and operational support and by engaging outside experts for to assist in crucial aspects of development such as site selection, design and construction, we believe we have created a framework to enhance our possibility of success.

Development Stages

Site Selection The site for the Hard Rock e n n Panama was selected after several years of on-the-ground research by Mr. Bryan and his representatives in Panama. The objective was to find a location with several basic characteristics:

 An exceptional beach, easily accessed, with enough width for sunbathing/strolling and clean water for swimming and water sports.  An elevated lot to allow for the maximum number of ocean-view units.  Frequent sunshine - many of the resort attractions are outdoor activities.  Easily/quickly reached from the airport (the site is roughly an hour from Tocumen International, will be less when the northern bypass is complete, and will be minutes from a promised tourist airport at Penanome) .  Reasonably near local attractions and population centers.

Design The design process follows the standard AIA approach:

 Conceptual Design  Schematic Design  Design Development  Construction Documentation

The project is currently in the Schematic Design phase. Hard Rock International has signed off on the approach and high-level specifications. In addition to the core design team we are interviewing subcontractor to play key roles in structural, mechanical engineering and civil engineering, as well as a host of other specialties (signage/way finding, kitchen, laundry, etc.)

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Construction We expect to solicit bids from general contractors experienced in building resort hotels in Central America. The current plans for the project, as well as a detailed project plan are available on request.

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The guiding design principles for the Hard Rock Hotel Panama are to be “in harmony with nature, with luxurious quality and impeccable service – a place where guests can live and play like a rock star.” The intention is to create a premier luxury resort that will set a new standard not just for Panama but also for the entire Caribbean/Central American region. The mission is to realize the world-renowned Hard Rock brand within an innovative context- emphasizing natural materials (wood and stone) and blending traditional architectural and cultural elements unique to Panama. The initial design concept- which was approved by the Hard Rock Hotels International’s top executives in August 2008, includes these core elements augmented with an ultra-modern amenities and innovative design ideas.

 Set in 100+ acres of jungle terrain, combining the natural beauty of native flowers and plants with engaging spaces providing areas for both areas parties and privacy  Set on a plateau providing sweeping views of the pool, beach, ocean and dramatic headland landscape; most rooms have water views.  210,000 feet pool area, including multileveled, cascading terraces, gardens and pools, waterfalls, bars high-tech cabanas and hidden access routes to provide efficient, non-intrusive service  Swim-up rooms on the first floor State of the art spa facilities with an adults-only quiet pool, swim-up facilities and floating treatment cabanas  Two signature restaurants, featuring celebrity chefs and gourmet cuisine  Signature nightclub for a premium behind the velvet ropes evening experience  Rock Spa, providing luxurious and relaxing treatments, including unique couple and group offerings  Retail area, offering fine products and native crafts  Children‟s area and activities to help create memorable family getaway vacations  Adult „quite pools‟ and pools with swim-up bars  Signature bar at the lobby level that serves as a community meeting place, performance venue and center of energy  Wide range of unit offerings, from individual hotel units to spectacular Rock Star Suits, all built to the Hard Rock‟s demanding specifications  Ballroom with theConfidential ability to host - Lagomarmemorable Properties conventions Inc. or/ performancesOctober 2009  The Hard Rock‟s definitive “Kick-Ass Service,” a culture of cheerful and efficient guest engagement that ensures the hotel will exceed visitor expectations and brings them back for multiple visits.

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The hotel is being designed by a ‘world-class’ team with extensive experience in hospitality design:

 Milton Pate, the design architects, is responsible for resort properties for the Four Seasons and the Cloisters, in addition to the Hard Rock Hotel in Orlando.  Landscape architects EDAW are one of the largest and most successful firms of their kind.  Cole Martinez Curtis Associates is responsible for the interior design, developing a visitor experience second to none in the Central American/ Caribbean region.

Work is currently being done in the Schematic phase of design development. The attached sketches are conceptual layouts of the hotel.

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In mid March 2009, Hard Rock Hotels International kicked off the official marketing activities by releasing a press briefing and established a web-site link formally announcing plans for the Hard Rock Hotel Panama.

The Marketing Plan is based on the proven success of our master broker, International Sales Group (ISG) in selling the Trump Ocean Club in Panama City Panama. The marketing projections are based on their experience in selling 95% of this 1006 unit property.

The marketing communication strategy is detailed in the following Hard Rock Hotel Panama Marketing Communications plan prepared by the firm ‘r+d’ (Ryan + Desiauriers).a: T

THE VISION This is where the most energetic Las Vegas vibe meets the hot tropical rainforests of Panama, where a rock ‘n roll lifestyle gets-its-kicks on more than 1,200 linear feet of Pacific white beaches, and where rock-star owner privileges offer access to one of the most important and significant economic stages in all of the world. Welcome to Hard Rock Hotel Panama; A luxury resort of exciting villas, a indulgent spa, endless pools, gorgeous beach and memorable vibe that come together to create experiences that will blow minds. And it will put Panama’s Pacific Riviera coast on the map as THE most longed-for destination.

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THE EXPERIENCE Like the invasion of the Beatles in America, HRHP will usher in a new way the world sees Panama: as the hottest beach destination and real estate opportunity where owners can live like a rock star. The rock star experience begins the moment owners touch down at Panama City International Airport. An HRHP escort is waiting to escort them to a private shuttle (outfitted to complement the HRHP experience, of course!) on a scenic 90-minute drive to the resort’s privacy gates. The sense on arrival tops-the-charts: lush jungle 100 acres feature a Las Vegas-style pool “scene” with private cabanas, an indulgent Rock Spa, signature restaurants, and iconic Hard Rock-style architecture that draws enviable stares. Inside and out, the architecture and mood is pure Hard Rock with a local twist. HRHP embraces the vibrant spirit and culture of Panama’s native Kuma Indian. Cultural art objects and mola tapestries mix with polished woods, haute leather, and cool tiles. With a promise of signature Hard Rock culture along with Kick-Ass Service, 4- Diamond amenities, HRHP is creating a “must” destination where laid-back tropical luxury meets over-the- top ‘rock ‘n roll’ living.

THE DETAILS

Master Siteplan The development is a private and gated resort located on 41 lushly landscaped acres with over 1000 linear feet or white sand beach. The resort is envisioned as a 600-room condominium-hotel featuring ocean 600 Units- most views in most rooms, a Las Vegas-style pool scene with multi-tiered infinity-edge pools, units in a variety of with ocean locations from beachfront villas to a 9-floor tower, with swim-up rooms on the first floor. Two Signature views Restaurants (primary restaurant will have ocean view, but will not be directly on the beach) Unique suites with floor plans, including those that feature “swim-up platforms” from the Pool Signature Hard Rock Spa “Rock Spa” Camp Little Rock

Multiple villa Floor + Unit Plans 4 Residence Areas types  Main Hotel: Single and expanded rooms and suites Huge pool area  Spa Villas: Single suites with spa amenities  Mountain Villas: Single room units and suites  Eco Villas: Two level cantilevered residences along the Cotton River

Attributes  Every Residence will offer a balcony with full slide-out doors  Most residences will offer dramatic ocean views.  Some Residences on the first floor will feature incredible decks that overhang the pool for quick in/out access  Spa Suites will have plunge pools overlooking a natural lake and mature trees

AMENITIES

Rock Spa  Size: 20,000 square feet  Location is separate from main towers and hotel facility  Exclusive residences with private access to the spa and use of all features Branded as the Rock Spa with private and social environments

Pool Scene  Size: 210,000 square feet  Multi-tiered system of infinity-edge pools leading toward the ocean  Lap pool swimming area  Pools uniquely “inter-connected” by zero entry crossing Confidential - Lagomar Properties Inc. / Novmeber 2011 27

Additional Amenities  Fitness Center with custom workout featuring music + entertainment  Beach Club featuring F+B service as well as high-tech cabanas

RESTAURANTS, BARS + ENTERTAINMENT  Two signature restaurants  Retail area  Children’s activities area with eco-education opportunity  Signature bar within Reception area that can be transformed into “live” performance venue  Pool area bar  Ballroom / Convention area

THE DIFFERENTIATORS – Unique to HRHP, no other resort can claim:

The Brand: Hard Rock Hotels and Resorts brings more than its successful flag to the project, it excites an emotional attachment to a brand that embraces the energy and creativity of ‘rock ‘n roll’. When you are a part of the HRHP, you become a part of something that goes beyond a hotel flag – you become a part of its culture. Specifically, the pillars of the brand are identified by music:

ROCK IS ...Authentic; Passionate; Irreverent; Unpredictable; Democratic: No other flag holds the same Unique brand charisma as a Hard Rock Hotels and Resorts. The brand promises authentic experiences, a financially sound identity will add investment and a passion for everything rock ‘n roll. Owning here is more about a lifestyle than it is about excitement, real estate or a hotel stay. This is an opportunity to live like a rock star and to own the rock star value to the experience. project

The Place: Panama first became internationally recognized for the Panama Canal and its positive impact on the world’s economy. During the more than 80 years of the Canal’s existence, over 800,000 ships have taken advantage of this passage delivering goods worldwide. Currently, nearly 40 ships pass through the Canal each day, not only does this provide a positive effect on the economy of the country, it is instrumental for world trade. Recently, Panama is becoming widely known as a travel destination and has experienced an increase in tourism over the past three years. According to the Panamanian Tourist Chamber, in 2007 more than 1.3 million visitors came to Panama -- a 17.4% increase from 2006. By 2011, the visitors are expected to increase to 1.7 million. Today, area hotels experience occupancy rates at close to 85% year round. One of the biggest surges in visitors is beach tourism, particularly along the Pacific Coast from Punta Chame to Rio Hato. Sources from the Panamanian Tourism Institute (IPAT) report that, within this sector, South of Cornado Beach has planned the most beachfront projects. This is an area where the landscape remains unspoiled and is predicted to become the “Panama Riviera” with luxury resorts and exclusive properties drawing visitors from around the globe. The excitement of being among the first visionaries to purchase a branded residence here will be strong motivation among investors.

The Pools: The heartbeat of the resort will be the pool scene. The Hard Rock brand sets the HRHP polls apart from any other – not only in their unique design, but also in the vibe they deliver to the guests. Created to tie all parts of the resort together, the HRHP pool will be made up of multiple infinity edge pools that cascade along different levels until they appear to reach the ocean. Each pool will be interconnected by zero entry crossings and take guests through a variety of experiences and activities – from lively and active to sedate and romantic – the energy level is up to the individual. Day or night – the pool scene will become the place to be and to be seen. In addition, many of the suites have been uniquely designed with “swim-out” rooms allowing guests the ability to enter the scene from their door.

The Spa: The Rock Spa will allow guests to either “Plug in” or “Chill out.” A new dimension in the spa industry, The Rock will offer areas for privacy and 1:1 treatments along places for conviviality, socialization Confidential - Lagomar Properties Inc. / Novmeber 2011 28

and energy. From sensual to electric, music punctuates the atmosphere creating a concert-like experience. Set back from the resort on it’s own public lake, the Rock Spa an oasis within an oasis. This is a spa with a rock ‘n roll edge – and will become a brand in itself and a key reason people will yearn for the opportunity to own/stay at the Hard Rock Hotel Panama.

Proven The Mood: In the much-applauded book “Brand Sense,” author Martin Lindstom describes the impact that principles for the five senses have on behavior as follows: Sight delivers messages to the brain for recognition and fulfilling brand assessment; it is our most logical sense. Smell triggers memories and our relationship with elements; it is promise the one sense you cannot turn off, as we all must breathe. Touch – is our tool for connection and wellbeing. Touch alerts us to pain and can also deliver profound comfort. Taste is our weakest sense and yet our most discerning. Sound is connected to mood. Uniquely sound can generate moods, feelings, and emotions that can take you to a different state-of-mind. Like no other form of music, rock ‘n roll can evoke the past, make new memories, and transport you to another place.

The Music: In the resort industry, no other brand can claim what Hard Rock Hotels and Resorts owns ‘rock ‘n roll’. Music ill be the foundation of HRHP and, in the careful hands of the resort’s Vibe Manager; it will become its storyline. As the tunes change throughout the day, so too will the vibe of the resort.

Co-Branding: Not only will the Hard Rock brand distinguish the resort from others in the Pacific beach area, the strategic partners that will become a part of the story will elevate the property beyond any other resort in the country. Applauded celebrity restaurateurs will lend their name to two signature dining venues. The hottest nightclub owners will put their elite brands on the HRHP bars, and as with all Hard Rock properties, musicians will add their names and presence to the place that will become the spot to own along the Panama Riviera.

GUIDING MARKETING PRINCIPLES 1) Reach out to targeted individuals, introduce benefits of owning/investing in Hard Rock Hotel and reinforce a sense of privilege through early awareness 2) Connect with privileged consumers and communicate the exclusivity, scarcity, and uniqueness of this ownership opportunity 3) Develop a high impact presentation that will enhance the buying process and communicate the value, monetarily, physically, and emotionally, of owning Hard Rock Hotel Panama. With the above in mind, the following principles will direct communication, messaging and help the sales team and broker network build relationships with prospects.

Tactics/Methods

Rhythm: we will layer messages in a rhythmic pattern to build communications. By strategically unveiling new information and project updates, we keep the story fresh, relevant, and top-of-mind. Urgency: driven by scarcity and price increases Privilege: driven by vocabulary and singularity as well as customization Uniqueness: driven by the brand and product story Value: driven by the combination of what we have to offer and little or no competition Style and Substance: Together, Hard Rock and Panama become a one-of-a-kind opportunity. The energy, music and sophistication of Hard Rock Hotels and Resorts combined with the rich culture, heritage and international appeal of Panama is a win-win combination. Add to that the specific location of Pacific beach, and Hard Rock Hotel Panama becomes the ultimate place to own. Credibility: The following are sound points that will resonate with our base buyers who believe that Real Estate is an essential part of their investment portfolio. a) Panama is unique for its natural beauty and its rich investment story. In the current real estate environment, investors and end-users are looking for elements of proof and records of success. b) Investors research what they are buying. They focus on added values and benefits, unique tax advantages, markets with high-volume and low-inventory luxury

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hotel rooms (this is particularly true of Panama’s Pacific Coast). c) The proven track record of Hard Rock Hotels and Resorts with its high-return rates on per night stays. VIP Status: We develop a proprietary lexicon for the project that will be respective and intelligent. Hard Rock Hotels are building a legacy in the condo-hotel market as a fast sell-out: “get in early or you don’t get in at all” reputation. Those fortunate to be “on the list” are at great advantage and will reap benefits only available to owners.

TARGET MARKET

Strong HRHP will be primarily bought for investment purposes. The buyers are savvy business people who are understanding aware of the benefits of purchasing real estate in Panama and the potential income they will garner from of affluent hotel stays in the future. They have funds put aside for investment opportunities and like to act quickly target audience when they sense a strong opportunity. They are likely already familiar with the Hard Rock Hotel brand and past successes – if they are not, they will do their own research to find out the facts – not only on Hard Rock, but on comparatives in the area as well. When they do this research, they may find there are other options. It will be Hard Rock Hotels brand equity, personality, and status that will secure the sale. ISG will introduce the majority of the buyers for HRHP to the offering through an elite network of more than 3,000 preferred brokers.

NOTE: When potential buyers understand the facts of the project, they will conclude that HRHP will be the most “in demand” destination in the area. When they make an emotional attachment to the brand, they will turn from potential buyers into owners. When logic and emotion are combined, buyers will be sold on HRHP.

THE PROFILE OF Our IDEAL Prospect  Our prospect is a 52 year-year-old Man that actually thinks he is 35 (secretly, he believes he is 22 and will live forever).  He may also be in his 40s with a magnetic personality.  He is married, but it may be his second wife.  Likewise, he may be divorced and a happy bachelor.  His kids are growing up: teenagers and college age. More importantly, they will say he is “very cool” for investing in Hard Rock Hotel Panama.  He is an international man that is well educated and well-traveled.  He is a metronome that sets time to the rhythm of life.  He loves rock ‘n roll.  He subscribes to adventure and international business publications including: Men’s Health, Men’s Journal, Outside, Esquire, Forbes, and Harvard Business Review.  He rarely wears a tie unless it’s a special occasion or he wants something.  He works in finance, entertainment or in the sports industries; however, he may also be or, he a successful small business owner who signs his own expense checks.  No matter his profession, you can bet on the fact that he is an original thinker.  He has a driving need to be first. An entrepreneur of life, he is not afraid to try innovative and new things.  He is wealthy with a successful track record of investing in real estate and believes that  Hard Rock Hotel Panama will become the status symbol in his portfolio of investments.  He loves the idea of actually hanging out in his Suite in the Hard Rock Hotel Panama from time to time.  He is a moderate rebel with exacting standards; conservative with a penchant towards playful irreverence.  His interest is captivated knowing that his $200k investment will gain him residency in Panama if he wishes.  He trusts his broker to give him first-in information. Nothing less than the best will do.

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 He has an inexhaustible fascination to enjoy what is real. And he strongly believes that the character that matters most in life is his own.  The allure of the country and the idea of first-in opportunity will attract our idea prospect who lives in Panama and all around the world: 100 sales will come from within Panama; 25 buyers from Mexico; 50 buyers from Europe; 150 buyers from South America; 50 buyers from Russia / Eastern Europe; and 75 buyers from Asia, Canada, other countries

KEY OPPORTUNITY MARKETS AND TARGET SALES  Panama: 100 - (25 inner circle and an additional 75 from other sources)  United States: 150 (37 South / 37 Midwest / 37 West / 37 Northeast)  Mexico: 25  Europe: 50  South America: 150 (Venezuela, Columbia, Brazil and Argentina Strong  Russia: 50 understanding  Other: 75 (Asia and Canada) of affluent target audience Demographics What do buyers have in common? • They are looking for an investment • They are seeking a title / fee simple real estate opportunity • They are interested in purchasing beachfront • They are ready to invest $200k in Panama, which will gain them residency • They are aware that real estate is a great portfolio for wealth • They are aware of the Hard Rock Brand – Live like a Rock Star • They are in their mid 30s - mid 60s / Families / both men + women

BUYER TRENDS AND INSIGHTS  #1 Status Stories (Trendwatching.com April 2008) Status Stories is a trend whereby companies no longer inundate consumers with their ‘brand stories,’ but instead help their customers tell a story to other consumers. This is vintage word-of-mouth marketing that is strategically shepherded by the brand. The Hard Rock brand is universal. A growing population has touched the brand and has experienced it in some form. The HRHP sales teams can essentially start the buzz “Hard Rock + Panama = Ultimate Real Estate Opportunity” and let consumers build the interesting stories from there. It is evident by the sheer number of people who wear Hard Rock logo wear that many associate themselves with the brand’s identity. Creative Implication – Messages should be presented in a fashion that they are only being delivered to a select few – not the masses. Let the consumer feel that they are the first to spread the news to their inner circle.

 2. “U.S. consumer spending in the luxury segment is down.” – Pam Danziger, Unity Marketing People are not investing their dollars in the U.S. real estate market. Based upon the latest survey of luxury consumer confidence conducted by Unity Marketing, the luxury U.S. market is considered challenged and is expected to continue this way for at least the next six months. For consumers seeking a solid investment choice, Panama is the answer they have been looking for. Creative Implication – We are not talking to mass market U.S. consumers. We will be selling to investors, international buyers, and local Panamanians and should craft messages accordingly.  #3 Panama: “It never leaves you.” The slogan coined by The Panama Department of Tourism describing the warmth and welcome of the Panamanian people. Guests to the country enjoy open- arms greetings and are often considered instant family. Panamanians are proud of their history and culture and are eager to share it. Once you have been touched by the hospitality of this country, it will become a part of you – a memory that will linger long after you leave. Creative Implication – It will be important to show the people of Panama as well as some of the historic imagery. Happy faces in photography are contagious. Confidential - Lagomar Properties Inc. / Novmeber 2011 31

Panama –  #4 What is Next: Investors want to feel that they are pioneers, not followers. Most of the private Great location havens the elite escape to for secluded moments are not so private anymore. Costa Rica, Riviera Maya, Cabo all beautiful places... once visited only by the few ...are now predictable destinations. Panama is still a well-kept secret, a jewel-like places slightly left of the beaten path but not remote of luxury. And because it is still a bit “undiscovered” as a resort destination - those who want to be front row center of the next, hot, destination opportunity will be drawn to it earning bragging rights to be among the visionaries to first to say “oh yeah, I own a place in Panama”. Creative Implication – Avoid mass marketing. Messaging is not “aspirational” -- it is confident. HRHP is appealing to visionaries, trailblazers, and confident investors.

REASONS TO BUY

Brand Ego: Buying a Hard Rock Hotel property is a financial investment offering an emotional return on- investment. Buyers are aware of the extraordinary success realized from Hard Rock San Diego. They will do their homework and understand that the property offers solid income potential and they will appreciate the value attached to the brand. The cachet of being a part of the Hard Rock story will be a reason to buy this project, here and NOW, over others. The Hard Rock brand has international appeal, multi-generational appeal, sex appeal, and even appreciable bragging rights. Bottom line: it is cool. How Strong many other real estate opportunities can offer that? None! understanding motivation Real Estate Timing and Investment: Panama is considered ground floor for investment opportunities, as it is experiencing a huge boom in real estate and tourism. Think of Guanacaste in Costa Rica 5 years ago when people were just starting to discover its beaches. In this case, Panama offers so much more. The crossroads to the world’s commerce, Panama’s geographic position makes it a hub for international attention. Panama does not depend heavily on the U.S. economy for support but stands on its own with one of the world’s fastest growing economies in the region, expanding 10% in 2007 and expected to grow by nearly the same rate in 2008. To attract visitors, and to boost an already strong economy, The Panama Tourism Institute will invest:  $39.5 million to promote visitation to the country  $10 million of this will be dedicated to campaigns in Europe and Spain

Strong Support: The GRI (Global Ranking Index) issued a report measuring hotel occupancy in major cities around the world and placed Panama second on its list, after Venice, with 84.7% occupancy. > London Financial Times cited that Panama is passing Costa Rica as the place to invest in real estate. > Forbes Magazine (July, 2005) recommended Panama as “Paradise Found – Where to Retire Abroad.” > New York Times wrote, “Panama is increasingly lighting up the radar screens of those searching for an alternative to traditional south-of-the-border retreats in Mexico, Costa Rica and the Caribbean.” declared “Panama as the new Central American bargain, where the U.S. dollar goes Strong > Condé Nast Traveler understanding a long way.” motivation > National Geographic Traveler predicted in December 2004: “Panama is now where Costa Rica was 10 years ago. Panama is going to explode” > International Living Magazine has recognized Panama as “The World’s #1 Retirement Haven” for six consecutive years. > Frommer’s listed Panama as the world’s #4 travel destination in 2007.

Panama Riviera: The Pacific Coast is the best place to own in Panama. HRHP will be the heart of The Pacific Riviera, a place specifically chosen for its seductive white sandy beaches, tranquil waters and unique microclimate. With more sunny days each year (325) than any other part of the country, This area is the perfect vacation destination any time of the year. The area is surrounded by tropical beauty with rain forests and beautiful mountain sanctuaries a short drive away. Prestigious residences are tucked among jungle thickets making it a place where celebrities come to play away from prying eyes. Just a 90-

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minute drive from Panama City and Tocumen Airport, The Pacific Riviera is easily accessible but conveniently removed from the urban grind of Panama City.

Life Behind the Velvet Ropes: Like a “backstage pass” to all there is to see and do, some of the proposed privileges owners will enjoy when in-residence at the resort include: • Front-of-the-line access to clubs and casinos • Special access to events being held • Enjoying VIP status with a separate check-in area • Upgraded amenities given at check-in • Waived fee for usage of spa facilities • Preferred dining reservations • Bar discounts • Day-usage to pool area for local/Panamanian buyers • Private transportation to and from the airport • Owner’s concierge • Free Internet service

Accessibility: Panama is one of the most accessible countries in the Americas. Panama City International Airport, Tocumen, is an just 2-1/2 hours flight from Miami, a gateway for many international airlines. An ever-growing list of direct-flight cities into Tocumen include: New York, Newark, Washington D.C., Los Angeles, Houston, Dallas, Orlando, Miami, For Lauderdale, Atlanta, Amsterdam, Buenos Aires, Mexico, and Madrid. A few kilometers from HRHP is a private airstrip. As well, plans are “on the books” for a future international airport to be built within close proximity to the Hard Rock e n n Panama region.

MARKETING COLLATERAL During the Creative Charette, May 4 - 6, 2008, it was determined that the source of sales will be the 3,000 preferred brokers in the ISG network as well as identified key real estate investors. To fulfill the needs of this sales effort, the following collateral pieces are proposed:

HRHP Vision Brochure: A sexy, engaging, and exciting brochure that incorporates both the emotional and logical benefits of HRHP. If available at press time, the brochure will feature renderings and floor plans. If not, critical information can be inserted into a back pocket. The critical story is to deliver an engaging and powerful message in a timely manner and update brokers as new developments happen.

Email Templates: A series of compelling messages and visuals that will be sent out in a methodical fashion unveiling the project to both Hard Rock and ISG databases. Each will be designed to carry the emotional charge of the Hard Rock brand and engage the viewer to react by clicking through to the Whisper Website to “get on the list” for additional information and the opportunity to own. Each e-mail template will continually ramp up the message of scarcity and urgency and all will carry a strong call to action. Key to these emails will be the capturing of names (leads) and the opportunity to drive awareness through peer- to-peer viral marketing. The e-mail Campaign messages will include:

Whisper - Email Template #1: Privilege. Get in early before the word gets out. In this email, we explain that the only people who are getting this email are...” There is credibility to the email and the message of privilege. A “click here link” that leads viewer to a registration page.

Urgency – Email Template #2: Lifestyle and Opportunity; Hard Rock brand and current Panama real estate market. The most desirable and luxury hotel brand is arriving on the Pacific Coast of Panama -- the hottest real estate market right now. The Panama Riviera is ready to rock...are you! A “click here link” that leads viewer to a registration page.

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Own What Is Provocative - Email Template #3, Location: The beach story and the unique attributes of the Pacific Riviera and its white beaches, the boom of the area’s growing list of resorts (though none compare to HRHP) and easy access to Panama City. NOTE: the preferred broker network will be able to customize e-blasts and send to their personal databases. Whisper Website: One or two pages along with a registration form for both prospects and out-of network brokers. The idea is to capture prospects and new brokers. The message drives the appeal of the brand and delivers a strong sense of urgency to get in first to the HRHP opportunity. NOTE: The website will feature a link to ISG’s broker portal

Website: A comprehensive site that will complement – but not mimic – the Vision Brochure. The content will be designed to leverage the emotional bonds to the Hard Rock brand. Music, videos (if we can source them) and visual elements will play an important role. The site will feature images of Panama, The Pacific Riviera and the Hard Rock brand.

Ideas for consideration  Utilize the technology of “Send to Mobile” links. One simply enters a mobile number and a text message will be sent telling of the opportunity and providing a link to a mobile Web page.  Promote the philanthropic “love all, serve all” credo of Hard Rock by donating $1 to a local Panama charity for each referral (email) that a registrant gives.

Billboards: With two outdoor boards located near the airport, we gain exposure to a growing number of visitors to the area. Visually stunning imagery and impactful messaging will drive readers to the website and/or a Sales Gallery for additional information and a chance to get involved with the most sought after real estate offering to come to Panama. We strongly recommend the purchase of additional billboards as they become available to add to the in-market exposure. Those who are already visiting the country are some of our strongest prospects and the opportunity to capture them and engage them in 1:1 dialog while in the country offers a greater chance to close the sale. If it is possible to put signage on-site as well, it would be extremely beneficial to gain awareness and position the offering against downstream, down- market offerings like Playa Blanca and Nikki Beach.

Sales Graphics: A series of portable graphics or “banner stands” that the sales team and brokers can utilize at events to communicate the key messages of HRHP. Boards measure inches tall x 34 inches wide, weigh 1/8 pounds and include a shipping and carrying case. Graphics will be designed so each panel is easily replaced to allow for customization. Messaging for five boards include:

 Pool + vibe story  Panama Riviera / beach story  Panama story  Hard Rock brand story  HRHP Story – rendering

Two sets of portable sales graphics will allow the sales team to ship them out as needed to brokers or brokers can purchase their own. Graphics will combine both English and Spanish languages to underscore the “international appeal” of the location and brand.

ISG

EMAILS PHONE PRESENTATION STATIONERY GRAPHICS + DVD ONE VISION BROCHURE +

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ORDER FORM VISION BROCHURE + DVDS PRESENTATION GRAPHICS 3000 PREFERRED BROKERS MOST QUALIFIED PROSPECTS EMAILS WEBSITE BILLBOARD PHONE SALES GALLERY

Source: Ryan and Deslaughers Marketing Communications Plan June, 2008

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The following budget, schedule, and financial projections are currently at the ROM Estimate level. Each of these documents will be progressively updated to increase detail and precision as the design process progresses. The first detailed Construction Budget & Schedule will be produced upon receipt of the Schematic Design Package. Estimates for G&A, Marketing, Design, Franchise Fees, and Finance Fees are more fully complete, but will be refined as the detailed budgeting and scheduling process progresses.

Note: No taxes consideration is incorporated into the ROM Estimates because of the extensive tax breaks and incentives offered by Panama to investors in the Tourism Industry which basically exempt the investors from all personal, corporate, and real estate taxes, importation duties etc. for 20 years.

 Hotel & Villa Rooms: 601 411 o Average Room Size: 777 SF  Structures: 720,000 SF 575,000 SF  Pools: 200,000 SF 170,000SF  Lagomar Property Panama Resort: 100 Plus o HRH 41 Acres o Inventory 59 Acres  Full Cost of Construction: $2 MM $71MM o Design: $5MM $5MM o Structure $60MM $47MM . Ave Cost $83/SF o Other . Exterior Works & Utilities $15MM $10MM . Furniture Fixtures & Equipment $10MM $7MM . Commissioning & Misc $2MM $2MM  Full Cost of Development Project: $156MM $122MM o Construction $2MM $92MM o Sales & Marketing $33MM $26MM o Land $2MM $2MM o Hard Rock Hotels Franchise Fees $14MM $1MM o G&A $MM $MM o Finance $7MM $7MM o Construction Loan Value $20MM $20MM  Projected Revenues $276MM $195MM  Owners Initial Investment $1MM  Development Real Estate Inventory $1MM  Projected Annual Operating Revenues $89.5MM

 The Base Case Financial Summary shown above assumes: o 20% of the units remain unsold o Price drops by an additional 10% below the expected discount level o Sales develop at a slower pace by 30%

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Even though pre-development aspects of this project have been on-going for much of the last two years, with official acceptance of the site and design concept by senior management of the Hard Rock and Lagomar ee n the project can now move into full development mode. The detailed Budget and Schedule will be prepared upon the completion of the Schematic Design Package.

Note that it is the intention of the developer to construct the project using a “Rapid Response approach, whereby construction followings the progressive development of designs without waiting for the full 100% design package before proceeding. Construction on the villa neighborhood will begin well before work begins on the Hotel.

Key elements of the ROM Schedule are as follows:

Design

1. Conceptual Design – Approval Dec 2008 2. Schematic Designs Dec 2009 3. Design Development Mar 2010 4. Construction Documentation u 2012

Construction 1. Site Preparation Dec 2012 2. Foundations 2012 3. Walls & Floors Jn 2012 4. Roof 2012 5. Finishes e 2012 6. Exterior Works e 2012 7. Commissioning e 2013

The time necessary to complete the project is critical for many reasons; realize sales revenue, inflation avoidance, and impact upon general requirements to name a few. Value Engineering is also being applied to the Design and Construction process to find possible ways to reduce completion time.

Wayne Bryan, CEO Mr. Bryan is a serial entrepreneur whose business ventures include medical software and advertising in addition to extensive experience in real estate/resort development. Brought up in a land/construction family who owned and developed significant tracts of Richmond Virginia, his early involvement in the development of Los Suenos Resort, one of the premium destinations in Costa Rica, has given him insight into the challenges and opportunities of development in emerging tourist

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markets. He has spent much of the past five years traveling the length and breadth of Panama looking for locations that meet and exceed the standards of successful Costa Rican projects

Gilberto Buitrago, Partner Mr. Buitrago is an experienced developer with a proven record of accomplishment for identifying potentially successful development opportunities and for bringing together the key players necessary to turn an idea into physical and financial reality.

Peter McElhinney, Chief Operations Officer Mr. McElhinney brings extensive experience in starting up and developing successful businesses and managing complex projects. Formerly with international consulting firm Cap Gemini, Mr. McElhinney has worked with a wide array of Fortune 500 companies in business strategy, management, large project delivery, process improvement, marketing, and finance.

With 124 high-energy Hard Rock Cafes, seven Hotel & Casinos and one stand-alone Casino in 43 countries, Hard Rock International is one of the world's most globally-recognized brands. Beginning with an Eric Clapton guitar, Hard Rock owns the world's greatest collection of music memorabilia, which is displayed at its locations around the globe. Hard Rock is also known for its collectible fashion and music-related merchandise, Hard Rock Live performance venues and an award-winning website.

Key staff participating in the project: Jay Pecotte, Director of Project Development Andrea Melotti – Hotel Operations

Founded in 1959, Milton Pate Architects, Inc. provides architectural design and production services nationwide to a diverse and growing clientele. Originally established in Oak Ridge, Tennessee, as a general practice firm, the firm was relocated to Atlanta, Georgia in 1966. Through the years, the firm has evolved and continues to develop a growing portfolio of major projects, particularly in the areas of hotel, resort, and high-end residential design. In addition, this office has a long history in the field of educational design, having designed and completed more than 75 different educational facilities.

Milton Pate Architects, Inc. recently celebrated its 48th anniversary by announcing the completion of an ownership buy-out. Effective September 1, 2005, Milton E. Pate, Jr. and J. Lockwood Brown, III became sole owners and managing partners of the firm. We are confident this management transition will allow the office to aggressively position itself to better serve our clients in the months and years ahead.

Key participants in the project: J. Lockwood Brown, Architect Milton Pate

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EDAW is consistently ranked among the world's leading design firms, and boasts hundreds of client and industry awards. Over the course of our history, our principals have embraced a philosophy that values the relationship between people and their environment.

With over 1600 professionals working from a network of 34 offices worldwide, EDAW's perspective is both broad and specialized. And as part of the AECOM family of companies, we have access to a broader network of resources, including engineering, program, and construction management.

Key participants in the project: Todd Hill, Principal Jason Gregory, RLA, Senior Associate

Founded in 1967, Cole Martinez Curtis and Associates (CMCA) is a leading hospitality interior design firm that has planned and designed distinctive hotels, resorts, clubs and spas in the U.S. and internationally. Headquartered in Los Angeles with an office in London, the firm’s expertise includes full-service hotels, boutique hotels, resorts, spas, golf resorts, restaurants, mixed-use developments and time share and fractional ownership projects. CMCA’s client portfolio includes Intercontinental, Four Seasons, Troon Golf, Renaissance, St. Regis, Marriott, Sea Island Company, Starwood and Westrock.

Key participants in the project: Jill Cole, Principal Dennis Takeda IIDA, ISP Rikki Lee Dallow, CID, Senior Project Designer/Senior Associate

“Lagomar Sunrise,” May 2008. This is the only stretch of beach in North America where the sun rises over the Pacific

The photograph shows one of the rarest sights in the Western Hemisphere, sunrise over the Pacific Ocean. It is a place where opportunity still beckons, where economic and political stability, combined with a vital and unique world trade resource and a burgeoning tourist market create the chance for significant, sustainable returns. With hotel occupancy rates second only to Venice1, there is an extreme shortage of places to stay. We are addressing that need with The Hard Rock Hotel Panama, a condominium hotel with a proven international brand situated on an ideal location to take advantage of both current demand and future growth.

1. Source Deloitte Touche Tohmatsu, GRI Report

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The Clinic is envisioned as an integral part of the project that serves the Hard Rock’s branded Rock Spa © and provides medical services to staff and residents. It will consist of two physical locations on the premises:

A section within the Rock Spa building, focused on providing outpatient, non-surgical cosmetic procedures and first aid for minor injuries incurred by guests (including sprains, cuts and abrasions, insect bites, sunburn, minor wounds and infections.)

A stand alone building serving staff and local patients, with enhanced capabilities (x-ray machine, pharmacy, and other diagnostics) for more serious injuries. This facility will also have an EMS vehicle for picking up and transporting patients who need more serious care at one of the area hospitals. (The Johns Hopkins Hospital in Penenome is the closest significant medical provider.)

Both operations will be staffed by a minimum of one doctor and several nurses on a 24/7 basis.

The operation is not envisioned as a profit center, but as a self-funding non-profit operation, with the proceeds of the elective procedures at the spa financing the medical services provided to locals at the main clinic.

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(Total Condo Hotel Value: $ 271,208,061)

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Total Estimated Value: $ 124,010,664

Villa Type # Units SqM $

Spa Villas 39 2,901 26,791,997

Eco-Mountain Villas 71 4,403 40,661,774

Eco-River Villas 15 2,352 21,721,743

Total 125 9,656 $ 89,175,514

Area ID $ Surf Ridge Premium Surf F $ 844,425 Mtn Ridge West Westridge A $ 774,900 Wave Crash Wave G $ 635,775 Glades Glades Q $ 516,250 Rio Cotton Valley Rio B $ 610,875 Mtn Ridge West Westridge B $ 607,500 Surf Ridge Premium Surf H $ 589,275 Mtn Ridge East Eastridge B $ 583,200 Surf Ridge Premium Surf G $ 581,175 Rio Cotton Valley Rio C $ 580,500 Wave Crash Wave C $ 539,700 Mtn Ridge West Westridge C $ 571,050 Mtn Ridge West Westridge D $ 562,950 Golf Basin Golf J $ 530,250 Golf Basin Golf F $ 529,725 Wave Crash Wave F $ 526,575 Rio Cotton Valley Rio H $ 552,150 Mtn Ridge West Westridge E $ 544,725 Wave Crash Wave B $ 508,200 Mtn Ridge East Eastridge A $ 523,125 Rio Cotton Valley Rio K $ 515,700 Wave Crash Wave E $ 475,650 Wave Crash Wave D $ 474,600

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Surf Ridge Premium Surf I $ 495,450 Mtn Ridge West Westridge L $ 494,100 Surf Ridge Premium Surf E $ 490,725 Rio Cotton Valley Rio J $ 488,025 Mtn Ridge West Westridge J $ 486,675 Rio Cotton Valley Rio D $ 481,950 Mtn Ridge West Westridge H $ 481,275 Rio Cotton Valley Rio F $ 479,250 Glades Glades P $ 400,400 Rio Cotton Valley Rio I $ 473,850 Mtn Ridge East Eastridge E $ 473,175 Mtn Ridge West Westridge G $ 469,800 Golf Basin Golf G $ 443,625 Mtn Ridge West Westridge F $ 469,125 Rio Cotton Valley Rio G $ 469,125 Mtn Ridge West Westridge I $ 467,775 Rio Cotton Valley Rio A $ 466,425 Rio Cotton Valley Rio E $ 463,725 Mtn Ridge East Eastridge C $ 462,375 Mtn Ridge East Eastridge D $ 462,375 Surf Ridge Premium Surf C $ 461,025 Mtn Ridge East Eastridge G $ 460,350 Mtn Ridge East Eastridge H $ 460,350 Mtn Ridge East Eastridge I $ 460,350 Mtn Ridge East Eastridge F $ 459,675 Surf Ridge Premium Surf D $ 459,000 Surf Ridge Std Surf B $ 436,875 Golf Basin Golf I $ 418,425 Mtn Ridge West Westridge K $ 436,725 Glades Glades R $ 366,450 Surf Ridge Std Surf A $ 427,500 Wave Crash Wave A $ 394,800 Golf Basin Golf E $ 391,125 Surf Ridge Std Surf K $ 402,500 Surf Ridge Std Surf J $ 401,250 Golf Basin Golf D $ 359,625 Golf Basin Golf C $ 357,000 Golf Basin Golf A $ 349,125 Golf Basin Golf B $ 349,125 Glades Glades C $ 298,900 Golf Basin Golf H $ 322,875 Confidential - Lagomar Properties Inc. / Novmeber 2011 52

Glades Glades S $ 278,950 Glades Glades J $ 276,150 Glades Glades O $ 276,150 Glades Glades N $ 275,800 Glades Glades L $ 268,100 Glades Glades K $ 262,850 Glades Glades M $ 262,500 Glades Glades E $ 239,750 Glades Glades F $ 239,750 Glades Glades D $ 239,400 Glades Glades A $ 238,700 Glades Glades G $ 236,250 Glades Glades B $ 234,150 Glades Glades I $ 233,450 Glades Glades H $ 202,650

Lots

Villas

Hotel

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