READ THE FULL STORY

[Message body empty in archive; see attachments below.]

[Message body empty in archive; see attachments below.]

I got it. Chris has not gotten it but I forwarded it from my email just now and his team will be reviewing it immediately.

Thank you for your interest and responsiveness!

Sincerely,

Grok analysis reveals limited fees or red flags. Also says it is
"unusually favorable to the sponsor"....

Fees Mentioned in the Term Sheet

The term sheet outlines several fees and costs associated with the proposed
equity investment. These are explicitly stated or implied as
responsibilities of the sponsor (OFL GROUP). Note that some are upfront,
while others are contingent on closing. I've categorized them for clarity:

- *Engagement Fee (ACI Investment and Investor Engagement Fee)*:
$50,000, payable upon signing the term sheet. This is described as a
non-refundable, earned fee to cover ACI's costs for processing,
underwriting, administration, management, legal, and other expenses
(including direct and indirect costs). It covers half of ACI's estimated
$100,000 total underwriting costs (e.g., $10,000 each for valuation,
feasibility, market analysis, economic analysis, and legal); the sponsor is
not responsible for the remaining $50,000. If material changes occur that
the sponsor does not accept, this fee is refunded less incurred costs.
- *Commitment Fee (Investment Fee)*: 2% of all capital brought in by ACI
that the sponsor accepts. Based on the proposed $18,000,000 equity from
ACI, this would amount to approximately $360,000. This is positioned as
ACI's private equity fee to manage the investment, comparable to a 3-5%
developer fee. It is payable at closing.
- *Broker Fee*: A fee for equity raised, payable to OFL Broker of
OFL Broker in Alpharetta, Georgia. The fee is within "reasonable industry
standards" and is earned upon the sponsor's acceptance of a commitment. It
becomes part of the total project cost and is paid out of escrow at
closing. (No specific amount is stated; it would depend on a separate
broker agreement.)
- *Third-Party and Other Expenses*: The sponsor is fully responsible for
these costs, which are included in the project's total underwriting and
costs. They include:
- Appraisal
- Survey
- Environmental reports
- Architectural reports
- Engineering reports
- Property survey
- Title
- Tax
- Insurance
- Legal costs
- All pre-closing and other costs related to closing the investment
Additionally, any revisions required to title work, appraisal,
environmental, or engineering reports (initiated by ACI) are
payable at the
sponsor's expense.

No other explicit fees (e.g., origination, exit, or management fees beyond
the above) are mentioned, though the document notes that other
items/requirements might be identified during final underwriting.
Red Flags

Based on a review of the term sheet, I've identified potential red flags.
These are aspects that could indicate risks, unfavorable terms, or signs of
caution for the sponsor, such as one-sided clauses, potential for abuse, or
similarities to advance-fee schemes. I've drawn from the document's
language and cross-referenced with external context (e.g., standard
industry practices for real estate equity term sheets). Note that ACI
Private Equity Capital Partners Inc. appears to be a legitimate Canadian
firm specializing in real estate equity (based on their website, LinkedIn
profiles for Terry Taylor, and no direct scam reports found), and Dale
Sizemore/OFL Broker is a registered investment banking entity per FINRA.
However, unrelated entities with similar names (e.g., a defunct U.S.-based
ACI Capital Group involved in a 2013 fraud) could cause confusion—ensure
this is the correct ACI.
Structural and Binding Issues

- *Non-Binding and Highly Conditional Nature*: The document repeatedly
emphasizes that this is "not a commitment to fund" and is subject to final
underwriting, approval, and changes at ACI's sole discretion. Terms can be
modified, added, or the deal terminated for any reason (e.g., "adverse or
unsatisfactory conditions," material adverse changes, or even ACI's
option). This gives ACI broad escape hatches while requiring the sponsor to
pay the $50,000 upfront fee immediately upon signing.
- *Tight Timelines*: 30 days to commit and 45 days total to close. This
could pressure the sponsor into rushed decisions without adequate review.
- *Assignment Rights Imbalance*: ACI can freely sell, assign, or
participate the investment to others (potentially changing terms or
parties). The sponsor cannot assign without ACI's written consent.
- *Typographical Error in Sponsor Name*: The sponsor is referred to as
"OFL GROUP" throughout but as "QFL GROUP" in the signature block on page
10. This could indicate sloppy drafting or a cut-and-paste error, raising
questions about attention to detail.

Financial and Risk Allocation Issues

- *Upfront Non-Refundable Fee ($50,000)*: Requiring payment before any
commitment is a classic red flag in investment deals, as it resembles
advance-fee scams. While positioned as covering legitimate costs, it's
earned immediately and only partially refundable (less costs) if the deal
falls through due to material changes. The sponsor bears the risk if ACI
backs out.
- *Duplicate Due Diligence at Sponsor's Partial Expense*: ACI plans to
conduct its own independent reports (e.g., valuation, feasibility, market
analysis) in addition to those from the sponsor or senior lender,
potentially leading to redundant costs. The sponsor pays for third-party
reports and any ACI-initiated revisions, while ACI covers only part of its
internal costs with the engagement fee.
- *Profit Split Imbalance*: After an 8% preferred return to all equity,
cash flow profits (including from operations, sale, or refinance) are split
50/50 between ACI (90% equity) and the sponsor (10% equity). This is
unusually favorable to the sponsor on the surface but could be a lure; it
might imply hidden risks or that ACI expects high returns elsewhere (e.g.,
via fees).
- *Broad Indemnification by Sponsor*: The sponsor must indemnify ACI
(and its affiliates, investors, etc.) against all losses, claims, damages,
or expenses, including environmental matters (past, present, future),
suits, and legal costs. If challenged in court, the prevailing party
recovers legal fees from the loser. This is one-sided and could expose the
sponsor to unlimited liability.
- *Limitation of Liability Favoring ACI*: Neither party is liable for
special, incidental, consequential, or punitive damages (e.g., lost
profits). This protects ACI more, as they hold more control over the
process.

Operational and Compliance Issues

- *Strict Confidentiality and Anti-Contact Clauses*: The sponsor cannot
contact ACI's appraiser or agents to influence value, or risk deal denial
and forfeiture of all fees/deposits. A copy of the appraisal is only
provided post-funding/denial upon written request. This limits transparency.
- *Anti-Circumvention Clause*: For 2 years, the sponsor cannot transact
with ACI's contacts/affiliates without a written fee agreement and
permission from ACI. Violation could lead to claims, which is unusually
restrictive.
- *Guarantees and Debt Signatures TBD*: Left undetermined, which could
lead to unfavorable personal guarantees for the sponsor.
- *Hazardous Materials Representation*: The sponsor must warrant no
toxic/hazardous materials on the property, to the best of their knowledge.
Any issues could trigger termination.
- *Single-Purpose Entity Requirement*: The sponsor must form a
single-purpose, bankruptcy-remote U.S. entity, which is standard but adds
setup costs and limits flexibility.
- *Governing Law Flexibility*: Florida laws apply, or the state where
the assignee has a head office. This could shift jurisdiction unpredictably
if ACI assigns the deal.
- *Broad Information Release Authorization*: The sponsor authorizes ACI
to obtain extensive personal/financial info (e.g., credit, tax returns),
which is standard but grants wide access.

External Context Red Flags

- *Potential for Scam Confusion*: Searches revealed a unrelated 2013
fraud case involving a different "ACI Capital Group" (U.S.-based, led by
Fredrick Douglas Scott, who stole client funds). While this ACI (Canadian,
real estate-focused) has no direct scam reports, the name similarity could
be exploited or cause mix-ups. No negative reviews were found for this
specific entity, but broker review sites flag generic "Aci Capital" as
unsafe (likely referring to unrelated brokers).
- *Press Release-Style Marketing*: ACI's online presence includes Yahoo
Finance PR about deals, which is common but can be self-promoted. Verify
past closings independently.
- *Broker's Role*: OFL Broker/DKSGA2 is legitimate
(FINRA-registered), but the fee is vague ("reasonable industry standards")
and tied to a separate agreement, adding uncertainty.

Recommendations: Consult a real estate attorney and financial advisor
before signing or paying fees. Verify ACI's track record by requesting
references for closed deals. The upfront fee and non-binding terms make
this high-risk—if it smells like an advance-fee scheme, proceed with
extreme caution. If legitimate, negotiate for more balanced terms (e.g.,
refundable fee escrow).

Hi Debt Lender,

Quick update, we just received a very favorable term sheet from an equity
investor and expect a second term sheet from another equity group later
this week. We are looking to bring all of this to a close as soon as
possible to satisfy the city of Bryan's timeline. Any update on the term
sheet for debt we discussed last week would be most helpful.

Thank you,

Go time for hilton

From: OFL Staff <chris@OFL Staff mail domain>
Sent: Tuesday, February 17, 2026 1:09 PM
To: OFL Staff <greg@OFL Staff mail domain>; OFL Staff <brenton@OFL Staff mail domain>
Subject: Fwd: FW: ACI Term Sheet for Hilton Tapestry Hotel February 17, 2026

You might be happy...

---------- Forwarded message ---------
From: OFL Broker <OFL Broker <mailto:OFL Broker> >
Date: Tue, Feb 17, 2026 at 2:07 PM

I will have Chris share them momentarily. The one we are sending today in
all likelihood is the one we will take. Definitely the most favorable
terms we have seen.

They want $50k non-refundable retainer...these guys brokers like the others, or is the equity theirs?

Heather -

Here are the terms from the group that we will be going with. The other
equity group had requirements that ACI does not. Please keep confidential
as we have not signed the agreement yet.

Chris

Does Chris need anything from us?

Good news on this one.

Probably you and I need to dive into the GC numbers to double check them

Think they get their money through a frog pension fund.

Didn’t we price a tapestry here in Phoenix?

I got clarification on the debt reference if his document . He is expecting you to bring the debt but he said he could provide you options too

I don’t know what those options entail but he seems to want to proceed fast!

I didn't see that language. What page is it on?

Thank you for your work on this Dale. You are a genuine class act. Let's
get this one nailed down and then get phase two moving!

[Message body empty in archive; see attachments below.]

Thanks

Terry -

Good morning. Thank you again for the time, attention and support you’ve
given this opportunity. We’re looking forward to moving this forward
together.

After reviewing with my partners, we are prepared to proceed under the
terms outlined in the Letter of Interest / Term Sheet. Our executed copy is
attached.

When you have a chance, please return a fully executed version for our
records and let us know next steps, including engagement fee wiring
instructions and initial due diligence items.

thank you,
Chris

Dale got it.

Thanks

Chris,

I am sending from my personal email as your mail server has been rejecting my AC emails to you. Dale is receiving emails from my ACI account. You might have to add me to your email program as a safe sender.

Terry - Interesting. We use google as our background email service. Let me
see what's going on because they aren't going to spam on my side.

Could you forward the bounce back to me? It will contain technical
information to help figure it out.

Chris

Automated non-delivery report: a message from an ACI address to OFL Staff was rejected by the recipient mail system as suspected spam.

ACI Team
Hi Chris,
Terry Taylor ([email omitted]) invited you to edit the folder "Hilton Tapestry Hotel" on Dropbox.

Go to folder[1]
Enjoy!
The Dropbox team
Report to Dropbox[2]

ACI Team
Hi there,
Terry Taylor ([email omitted]) invited you to edit the folder "Hilton Tapestry Hotel" on Dropbox.

Go to folder[1]
Enjoy!
The Dropbox team
Report to Dropbox[2]

Chris,

I just shared a dropbox folder for due diligence items that also has the due diligence list

Thank you,

Terry Taylor at ACI

ACI Private Equity Capital Partners Inc.

Mobile: (902) 266-8524

Office: (888) 755-8355

402-1595 Bedford Highway
Bedford, NS Canada B4A3Y4

This message is for the named person’s use only. It may contain confidential, proprietary or legally privileged information. No confidentiality or privilege is waived or lost by any transmission. You are not authorized to transmit or communicate to anyone information contained in this message, including attachments, without prior authorization in writing. If you receive this message in error, please delete it and all copies from your system, destroy any hard copies and notify the sender. ACI Private Equity Capital Partners Inc.
its affiliates and/or it respective subsidiaries each reserve the right to monitor all e-mail communications through its networks. Any views expressed in this message are those of the individual sender, except where the message states otherwise and the sender is authorized to state the views of such entity. Unless otherwise stated, any quotes and/or pricing information in the message is indicative only, is subject to change and does not constitute an offer to deal at any price quoted. Any references to the terms of the executed transaction should be treated as preliminary only and subject to our formal and final approval. This communication is issued E. & O.E. and without prejudice.

Chris,

Please see attached

Thank you,

Terry Taylor at ACI

ACI Private Equity Capital Partners Inc.

Mobile: (902) 266-8524

Office: (888) 755-8355

402-1595 Bedford Highway
Bedford, NS Canada B4A3Y4

This message is for the named person’s use only. It may contain confidential, proprietary or legally privileged information. No confidentiality or privilege is waived or lost by any transmission. You are not authorized to transmit or communicate to anyone information contained in this message, including attachments, without prior authorization in writing. If you receive this message in error, please delete it and all copies from your system, destroy any hard copies and notify the sender. ACI Private Equity Capital Partners Inc.
its affiliates and/or it respective subsidiaries each reserve the right to monitor all e-mail communications through its networks. Any views expressed in this message are those of the individual sender, except where the message states otherwise and the sender is authorized to state the views of such entity. Unless otherwise stated, any quotes and/or pricing information in the message is indicative only, is subject to change and does not constitute an offer to deal at any price quoted. Any references to the terms of the executed transaction should be treated as preliminary only and subject to our formal and final approval. This communication is issued E. & O.E. and without prejudice.

To be sure you got the diligence list from Terry

[phone omitted] mobile
OFL Broker
To schedule meetings:
[link omitted]

Begin forwarded message:

From: Terry Taylor <[email protected]>
Date: February 19, 2026 at 8:33:35 AM EST
To: chris@OFL Staff mail domain, Terry Taylor at ACI <[email protected]>
Cc: OFL Broker, Carla Parsons <[email protected]>, OFL Staff <jeneane@OFL Staff mail domain>, Carla Parsons <[email protected]>, Carla Parsons <[email protected]>
Subject: RE: FW: ACI Term Sheet for Hilton Tapestry Hotel February 17, 2026


Chris,

I just shared a dropbox folder for due diligence items that also has the due diligence list

Thank you,

ACI Team
Hi Chris,
Terry Taylor ([email omitted]) invited you to edit the folder "Hilton Tapestry Hotel" on Dropbox.

Go to folder[1]
Enjoy!
The Dropbox team
Report to Dropbox[2]

ACI Team
Hi there,
Terry Taylor ([email omitted]) invited you to edit the folder "Hilton Tapestry Hotel" on Dropbox.

Go to folder[1]
Enjoy!
The Dropbox team
Report to Dropbox[2]

Thank you Terry. We will start going through and getting docs uploaded.

Chris,

I assume you are getting my emails from this email address

Thank you,

Terry Taylor at ACI

ACI Private Equity Capital Partners Inc.

Mobile: (902) 266-8524

Office: (888) 755-8355

402-1595 Bedford Highway
Bedford, NS Canada B4A3Y4

This message is for the named person’s use only. It may contain confidential, proprietary or legally privileged information. No confidentiality or privilege is waived or lost by any transmission. You are not authorized to transmit or communicate to anyone information contained in this message, including attachments, without prior authorization in writing. If you receive this message in error, please delete it and all copies from your system, destroy any hard copies and notify the sender. ACI Private Equity Capital Partners Inc.
its affiliates and/or it respective subsidiaries each reserve the right to monitor all e-mail communications through its networks. Any views expressed in this message are those of the individual sender, except where the message states otherwise and the sender is authorized to state the views of such entity. Unless otherwise stated, any quotes and/or pricing information in the message is indicative only, is subject to change and does not constitute an offer to deal at any price quoted. Any references to the terms of the executed transaction should be treated as preliminary only and subject to our formal and final approval. This communication is issued E. & O.E. and without prejudice.

Yes sir. I replied to your last email. Did you not receive it?

Yes just checking, , did you receive a copy of the signed term sheet?

Thank you,

Terry Taylor at ACI

ACI Private Equity Capital Partners Inc.

Mobile: (902) 266-8524

Office: (888) 755-8355

402-1595 Bedford Highway
Bedford, NS Canada B4A3Y4

This message is for the named person’s use only. It may contain confidential, proprietary or legally privileged information. No confidentiality or privilege is waived or lost by any transmission. You are not authorized to transmit or communicate to anyone information contained in this message, including attachments, without prior authorization in writing. If you receive this message in error, please delete it and all copies from your system, destroy any hard copies and notify the sender. ACI Private Equity Capital Partners Inc.
its affiliates and/or it respective subsidiaries each reserve the right to monitor all e-mail communications through its networks. Any views expressed in this message are those of the individual sender, except where the message states otherwise and the sender is authorized to state the views of such entity. Unless otherwise stated, any quotes and/or pricing information in the message is indicative only, is subject to change and does not constitute an offer to deal at any price quoted. Any references to the terms of the executed transaction should be treated as preliminary only and subject to our formal and final approval. This communication is issued E. & O.E. and without prejudice.

Yes sir. I've already sent instructions to my bank for the wire, too.

[Message body empty in archive; see attachments below.]

---------- Forwarded message ---------
From: Terry Taylor (via Dropbox) <[email omitted]>
Date: Thu, Feb 19, 2026 at 7:31 AM
Subject: Terry Taylor shared "Hilton Tapestry Hotel" with you
To: <chris@OFL Staff mail domain>

ACI Team
Hi Chris,

Terry Taylor ([email omitted]) invited you to edit
the folder "*Hilton Tapestry Hotel*" on Dropbox.

Go to folder
<[link omitted]>
Enjoy!
The Dropbox team
Report to Dropbox
<https://links.dropbox.com/u/click?_t=60154b197d654466a40480a2b908d3b7&_m=a7c87a078190495b88ab361971411ff5&_e=-IM15Hg_WOqoRgKE8cCUpqOVQR-b4XjK0_2C2mcI9H3UawXtPNbRMeNKHw6PyXvyTSHlXHXWF4ARPf4aqZ-usdqr3f0V7x-W42Kepzm41_Rnbflyd5x5OzoMUpa5S6MPHrBAEX_Ka-cRP39e7ND7Z-2RBSc0IEOwYFo6NalnhbPDyzIZhY7tSALle_ZUcO3-ow9qcTYUjU6vjq37Ydoor8kDPqqkc4UIUCRpJvm0W3lgZgeCufLzeVb_E_2c_OuMG86Z6yUVSzcLK83jmqL-o6SvRJZ2AeBPacKkeWL9MAW3e3IToiyLHIpRYBGA_Jdd-Tmu1xw7tSC__T_bAxejGFwYgLQPK0vfNQZObnS3eLJ173xlF6nY19tyIoI0inahEZRPcP0jd0Mnd0cncrULFWee3AJOb86j2GmNSIQjo-XagQEfaA-tTfsnzVil3Vsrl0LAJFKJibCvB-iRDBlm92xM5Wn5Edyj-o_t2DFGAic2cjnEV-zBWxiZZIgJ7IkQqjvxtgcszD6z4KV_YX6nDnmY-NsB4ieuvLfSnu4Fijs%3D&_trggr=true&dbx_campid=15298157&dbx_track=AAGFm7Q6K5psc9HmYLDY2y2eH7PeEiigdJn1H3kVAhY6GzSFqyFhmgnrpdyuI0xFK9KlmlXnARm0-jq6rxeDW0swaTCgqZc-e93sFXkoXHwv-w>
© 2026 Dropbox

just sent it;

Terry - wire has been sent.

At first glance most of these are likely in place or you can get most of them quickly!

That will really help with the diligence and closing timelines!

OFL Broker is inviting you to a scheduled Zoom meeting.

Topic: OFL weekly update
Time: Feb 20, 2026 10:30 AM Eastern Time (US and Canada)
Every week on Fri, 98 occurrence(s)
Changed occurrence(s):
Feb 20, 2026 10:30 AM (updated)
Please download and import the following iCalendar (.ics) files to your calendar system.
Weekly: https://us06web.zoom.us/meeting/tZIsf--trTovEtQNPklBRP8AnvKWhBjHg7gg/ics?icsToken=DKyilMZbznpacSDnIwAALAAAAHUCBsUCPhRgF6Mfs72LOuUKzOZTdYQEwDJlMzRk-UWsDolPJDEQO8MUL7oQPpFmYD8S7TOA2HQJd1hYGDAwMDAwMQ&meetingMasterEventId=JfgjPMTMRC2MGj7YjyRXnw
Join Zoom Meeting
https://us06web.zoom.us/j/86186531580

Meeting ID: 861 8653 1580

---

Hi Debt Lender. The ground lease exists only during construction and turns to
fee simple ownership as soon as we get a certificate of occupancy.

---------- Forwarded message ---------
From: Terry Taylor (via Dropbox) <[email omitted]>
Date: Thu, Feb 19, 2026 at 8:29 AM
Subject: Terry Taylor shared "Hilton Tapestry Hotel" with you
To: <chris@OFL Staff mail domain>

ACI Team
Hi Chris,

Terry Taylor ([email omitted]) invited you to edit
the folder "*Hilton Tapestry Hotel*" on Dropbox.

Go to folder
<[link omitted]>
Enjoy!
The Dropbox team
Report to Dropbox
<https://links.dropbox.com/u/click?_t=60154b197d654466a40480a2b908d3b7&_m=7116ad1480a54bbab62fc49a9d999bda&_e=FyvfapTPJvmI4_iLba8I-rnE4VAfYXEXsHHFwTqXlJYNScg-cZvurzAEJXURrYSHQy2w5f6pjL17relUjftyLWgi6h6bUfKczBCjgdoCbAooM-UAoK1WeF4AbIsKmUnTzKmIQ2bKkKHDDchNw9NDJkZ_WBx2iwrYse6OdSxCXpSicMGWULh88TnmVr6mmhxoIepNqa1r1BcYI2Tb3KYoVMzUOxVNrIJxoWCzhbZ9-9zTGuYnbRlYLuknsZc1sSZIbq_01xNbhbJsm2vqTyyQBp7aJh2362ybbt6-m6K1EdIsiYnLkwFEpIUp1Hg7RqRetGgDZCcjNxjHMPu31CctcQNTjIj3IoiKayd8tdZrff7uDyaYaMuJjsNdqcX5vDPBmNUaua3MvuZhMBdMsxjcweZObjJCT6F2LI_maJMsUpSnFhddN8Bptv7tfXP9wzpcZtsS8mE0xwvxwazGdn8GdrZNh8g_SADw1mqF0AMfaHdKj-ruF3yLOH0JBdVDIo9GZbFSZBugMSOQEcrlPOoK9BYC8BXTZnPMNef1j6O7_Ls%3D&_trggr=true&dbx_campid=15298157&dbx_track=AAHLYP5CGmPZFcbgkjf4Y8MIoGsCrx7gaMckC4kJ2WGHprUdnm949ptmdLcBw_4rmNfwiJm566HrwVG-6rj1nyo3N_NjBjBMLPOvY8zHAraxMg>
© 2026 Dropbox

Didn't reply all yesterday:

Hi Debt Lender. The ground lease exists only during construction and turns to
fee simple ownership as soon as we get a certificate of occupancy.

No worries. I just wanted the group to have the response since i
originally didn't click the reply all.

Start off saying this is the most comfortable I've been with our model since
day 1.

I have taken out our 3rd party asset management for Hotel" completely"

This model is at a cap stack of $59.3M - I increased our equity finders fee
to a total of 5% (2% to ACI and 3% to Dale - need to double checks dale's 3%
is correct)

Do have $1M for loan guaranty fee still

I increased total senior debt fee to 4%

Chris I added "Waterfall Tab" in which is now 100% correct.

Total equity in for LP and GP isn't matching exactly to the $18M and $2M in
this model.and it won't because depends on our debt amount. But below are
the 10 year returns..I showed a 8% pref with typical waterfall and 8% pref
with 50%/50% to show the huge difference in deal we are getting IF ACI IS
COMFORTABLE WITH A 14% IRR OVER 10 YEARS.

* This GP profit DOES NOT INCLUDE our Dev Fee and AUM fee - it is
taking into account our disposition fee for a portion of it.

8% Pref

80/20 to 24%

70/30 to 17%

6/40 Thereafter

8% Pref

50%/50% Thereafter

What’s the 5 year?

We also don't have the debt rate yet. Broadway decided not to do the deal -
no reason why, yet. Daniel is going to follow up with them.

5 year I’m working on....will all boil down to how we show to discount the cash flows from the TIRZ in years 6 and 7 back to a terminal value in year 5. And more importantly what a buyer will value them at

Terry -

Good afternoon. We’re in the middle of negotiating construction debt and
have a couple of soft term sheets on the table, but neither one feels quite
right.

One is SOFR + 400 bps, which is workable on rate, but the fees are
extremely heavy. The other is SOFR + 795 bps with more reasonable fees,
though the prepay language could cost us roughly $1.7M when we receive C of
O.

These are obviously meaningful items for the project long term, and since
you mentioned ACI wanting input on decisions like this, I wanted to get
your thoughts before we push further in any direction.

We have two brokers working on this, along with our internal outreach and I
would appreciate any perspective you have.

Chris

Extremely good email and well crafted.

Terry -

Good afternoon. We’re in the middle of negotiating construction debt and
have a couple of soft term sheets on the table, but neither one feels right.

One is SOFR + 400 bps, which is workable on rate, but the fees are
extremely heavy. The other is SOFR + 795 bps with more reasonable fees,
though the prepay language could cost us roughly $1.7M when we receive C of
O.

The debt is obviously highly impactful for the project long term, and since
you mentioned ACI wanting input on decisions like this, I wanted to get
your thoughts before we push further in any direction.

We have two brokers working on this, along with our internal outreach and I
would appreciate any perspective you have.

thank you,
Chris

I think bank debt is the best option.

Thank you,

Terry Taylor at ACI

ACI Private Equity Capital Partners Inc.

Mobile: (902) 266-8524

Office: (888) 755-8355

402-1595 Bedford Highway
Bedford, NS Canada B4A3Y4

This message is for the named person’s use only. It may contain confidential, proprietary or legally privileged information. No confidentiality or privilege is waived or lost by any transmission. You are not authorized to transmit or communicate to anyone information contained in this message, including attachments, without prior authorization in writing. If you receive this message in error, please delete it and all copies from your system, destroy any hard copies and notify the sender. ACI Private Equity Capital Partners Inc.
its affiliates and/or it respective subsidiaries each reserve the right to monitor all e-mail communications through its networks. Any views expressed in this message are those of the individual sender, except where the message states otherwise and the sender is authorized to state the views of such entity. Unless otherwise stated, any quotes and/or pricing information in the message is indicative only, is subject to change and does not constitute an offer to deal at any price quoted. Any references to the terms of the executed transaction should be treated as preliminary only and subject to our formal and final approval. This communication is issued E. & O.E. and without prejudice.

We haven't had any luck with standard bank debt yet. Most just aren't
interested in hospitality - so far.

I believe we've uploaded everything we have at this moment to the dropbox
link. Just FYI.

[Message body empty in archive; see attachments below.]

I've got Hotel Equities on a couple of leads one is Access Point Financial,
Herring said no - too big, Pioneer hasn't returned my call yet

I have contact into Access Point today

I talked with Pioneer – not currently lending

Let me take the lead on Access - if they want to move forward, we'll credit
it to you. HE has a really good relation and I want them in on
everything with Access.

Got and will focus on others.

Thanks

Daniel -

Attached is our equity agreement. As I mentioned - please keep the group to
yourself. Terms, etc are fine to share with the debt group.

Chris

Chris,

Received and understood. I will share the terms with debt group, but remove the PE name and contact info.

Kind regards,

Hi Debt Lender,

The verbiage in the current agreement is in process of being amended by the
city and will resolve any concerns regarding the ground lease. We are
happy to provide more color on a call if you would like.

Best regards,

Terry -

We received debt terms today that are actually below our modeled terms. We
received first-round terms from the same group about a week and a half ago
that were not agreeable. We told them no and they came back today and hit
our mark. I've got my legal looking at it, but I anticipate signing
tomorrow. Just an fyi.

Chris

Good morning Chris,

I am sending this email to introduce all the parties and communicate the next steps. Attached is the executed Engagement Agreement and Letter of Intent. Below are the wiring instructions for the $50,000 Consulting Fee without the last 4-digits of the accounts. I will call you later this morning to communicate the missing numbers.

We would like to have a kickoff call on Monday or Tuesday. What is your availability after 10am EST on Monday or after 1:30pm EST on Tuesday?

Thank you for giving us the opportunity to work with you. We appreciate the confidence you’ve placed in our team and are excited to support you on this project. We look forward to building a strong and successful partnership.

Let us know if you have any questions.

Please wire $25,000 to:

Ohana Capital LLC (Account Name)
Chase Bank
ABA #021000021 (wire transfer routing #)
For further credit to:
290585**** (account #)

Please wire $25,000 to:

Byron Insurance LLC dba Orca Triad Trusted Advisors LLC (Account Name)
Truist Bank
ABA #053101121 (wire transfer routing #)
For further credit to:
110003400**** (account #)

Kind regards,

Daniel -

Thank you for the follow up. I'd prefer to go ahead and get this thing
moving Monday. I've got meetings with the city at 11 AM CST. Anything else
can be worked around. I'm putting my two partners on here as well. Let us
know what works, and we will speak on Monday

Chris

I am free Monday except for 11-12 and 1-2CST.

Hi All,

I am in eastern time, I am available after 1pm anytime on Monday.

Thank you,

Let’s plan for 1:30pm EST. We will send out an invite and dial-in.

Kind regards,

I re read his offer and regarding debt, there is a statement saying he can adjust his equity offer to affect debt such that it makes the overall work well.

That might be useful for your comparisons in case you needed to buy down points to close faster or other things that make it work well for you.

Appreciate all you do!

Good morning. Daniel - were you going to send out the invite for today?

Chris

Good morning Chris, I just sent the invite to everyone. Here is a copy of the [dial-in link](https://meet.google.com/uno-iosm-rws). Speak with you soon.

Kind regards,

Terry -

Good morning. I hope you had a good weekend.

We signed terms with the debt group on Friday and are meeting today to
discuss timing and next steps. I wanted to touch base and get a quick
update from your side so we have a clear picture of where things stand.

Thank you,

---------- Forwarded message ---------
From: OFL Broker
Date: Fri, Feb 27, 2026, 8:00 AM
Subject: Hilton Tapestry Debt Financing
To: OFL Staff <chris@OFL Staff mail domain>
Cc: OFL Broker, Stephen Smith <
[email omitted]>

Good morning Chris,

I am sending this email to introduce all the parties and communicate the
next steps. Attached is the executed Engagement Agreement and Letter of
Intent. Below are the wiring instructions for the $50,000 Consulting Fee
without the last 4-digits of the accounts. I will call you later this
morning to communicate the missing numbers.

We would like to have a kickoff call on Monday or Tuesday. What is your
availability after 10am EST on Monday or after 1:30pm EST on Tuesday?

Thank you for giving us the opportunity to work with you. We appreciate the
confidence you’ve placed in our team and are excited to support you on this
project. We look forward to building a strong and successful partnership.

Let us know if you have any questions.

*Please wire $25,000 to:*

Ohana Capital LLC (Account Name)
Chase Bank
ABA #021000021 (wire transfer routing #)
For further credit to:
290585**** (account #)

*Please wire $25,000 to:*

Byron Insurance LLC dba Orca Triad Trusted Advisors LLC (Account Name)
Truist Bank
ABA #053101121 (wire transfer routing #)
For further credit to:
110003400**** (account #)

Kind regards,

Heather - we received terms over the weekend that are acceptable to us. As
I've mentioned - timing is paramount with the City.

Chris

Terry -

Good afternoon. I reached out yesterday with the email below and hadn't
heard back. I was wondering if we were having additional email issues so I
cc:d your gmail just in case. I'm just trying to get an update on ACI's
side.

Chris

Chris

FYI I replied by regular email a few times

Last I wrote was I am in the middle of underwriting and will back to you
shortly.

Thank you, Terry. I really don't know what's going on with the email
stuff. I sure miss the fax days sometimes!

Thank you - but if this falls through then it all falls through, I'm
afraid. The timing will be tight.

Great.

I am going through and continuing the due diligence.

Thank you,

Terry Taylor at ACI

ACI Private Equity Capital Partners Inc.

Mobile: (902) 266-8524

Office: (888) 755-8355

402-1595 Bedford Highway
Bedford, NS Canada B4A3Y4

This message is for the named person’s use only. It may contain confidential, proprietary or legally privileged information. No confidentiality or privilege is waived or lost by any transmission. You are not authorized to transmit or communicate to anyone information contained in this message, including attachments, without prior authorization in writing. If you receive this message in error, please delete it and all copies from your system, destroy any hard copies and notify the sender. ACI Private Equity Capital Partners Inc.
its affiliates and/or it respective subsidiaries each reserve the right to monitor all e-mail communications through its networks. Any views expressed in this message are those of the individual sender, except where the message states otherwise and the sender is authorized to state the views of such entity. Unless otherwise stated, any quotes and/or pricing information in the message is indicative only, is subject to change and does not constitute an offer to deal at any price quoted. Any references to the terms of the executed transaction should be treated as preliminary only and subject to our formal and final approval. This communication is issued E. & O.E. and without prejudice.

[Message body empty in archive; see attachments below.]

Good morning.

I wanted to let everyone know that the wires have just gone out.

Please confirm back via email that they have been received.

I hope everyone has a wonderful day and please let me know our next steps.

Thank you,

[Message body empty in archive; see attachments below.]

Hi Chris,

Thanks for confirming.

Sandy -

Do you have a term sheet just for the debt that I can share with our equity
group? What I have speaks to potential equity in addition to the debt and I
need something specific.

thank you,

Hi Chris,

We are in preliminary underwriting and should have a more specific term
sheet hopefully within the next 10 business days. I will keep you posted.

Thank you,

Sounds good and thank you. Hope you have a wonderful weekend.

Chris

Patrick,

We could use your guidance and perspective on the diligence status of the pending ACI investment into the OFL Hilton hotel project.

Terry issued an equity offer to the Hilton Hotel (OFL Group) Feb 17 and it was accepted by the OFL group around Feb 19; payment wiring was authorized late that week for the application/diligence fee.

OFL was provided diligence Dropbox access by Terry and all the content requested was contributed by OFL group. But we haven't hear a status recently.

The ACI offer described diligence being about 30 days and final close 45 days from start of the process. We are approaching that window (about March 20 would be 30 days of diligence) and funds disbursement 15 days after (about the week of April 6-10) .

We want to be sure we are on track.

We have reached out to Terry a few times to inquire about progress status but have not heard from him. That may be normal for your operating procedures - we just want to be sure everything is going well and coordinate funding for the debt in the target ACI closing timeline.

Should we be concerned?

Based on the original offer language, the initial diligence completion should be about end of next week (March 20) and closing "15 days after" (about week of April 6-10).

Any perspective you can provide would be greatly appreciated.

Sincerely,

Dale relax no need to contact anybody but me

Thank you,
Terry Taylor at ACI Capital Partners

ACI Capital Partners Inc.

Direct: 902.405.4001
Mobile: 902.266.8524
This message is for the named person’s use only. It may contain confidential, proprietary or legally privileged information. No confidentiality or privilege is waived or lost by any transmission. You are not authorized to transmit or communicate to anyone information contained in this message, including attachments, without prior authorization in writing. If you receive this message in error, please delete it and all copies from your system, destroy any hard copies and notify the sender. ACI (Advanced Commercial Credit International (ACI) Limited) its affiliates and/or it respective subsidiaries each reserve the right to monitor all e-mail communications through its networks. Any views expressed in this message are those of the individual sender, except where the message states otherwise and the sender is authorized to state the views of such entity. Unless otherwise stated, any quotes and/or pricing information in the message is indicative only, is subject to change and does not constitute an offer to deal at any price quoted. Any references to the terms of the executed transaction should be treated as preliminary only and subject to our formal and final approval. This communication is issued E. & O.E. and without prejudice.

Thanks

Terry,

We are checking in to understand if all is ok with your OFL diligence and timeline.

Can you drop us a note so we can continue our work and be ready?

Thank you

Sandy - checking in with you. Any updates?

Chris

Hi Chris,

Hope you had a nice weekend. We are still in underwriting awaiting conditional approval. I wish I could give you a specific timeline but my lenders are swamped. I am in communication several times a day on your deal and will communicate as soon as I have answers.

Thank you,

The update is just fine Sandy. Thanks for getting back to me.

Chris

Terry -

Good afternoon. Wanted to give a quick update from our end. Hoping to have
finalized terms on the debt this week. They tell me that their due
diligence phase is almost complete. Can you give me an idea of where we
stand on your end?

Chris

Chris,

Just finishing up the valuation and market analysis / feasibility.

Thank you,

Terry Taylor at ACI

ACI Private Equity Capital Partners Inc.

Mobile: (902) 266-8524

Office: (888) 755-8355

402-1595 Bedford Highway
Bedford, NS Canada B4A3Y4

This message is for the named person’s use only. It may contain confidential, proprietary or legally privileged information. No confidentiality or privilege is waived or lost by any transmission. You are not authorized to transmit or communicate to anyone information contained in this message, including attachments, without prior authorization in writing. If you receive this message in error, please delete it and all copies from your system, destroy any hard copies and notify the sender. ACI Private Equity Capital Partners Inc.
its affiliates and/or it respective subsidiaries each reserve the right to monitor all e-mail communications through its networks. Any views expressed in this message are those of the individual sender, except where the message states otherwise and the sender is authorized to state the views of such entity. Unless otherwise stated, any quotes and/or pricing information in the message is indicative only, is subject to change and does not constitute an offer to deal at any price quoted. Any references to the terms of the executed transaction should be treated as preliminary only and subject to our formal and final approval. This communication is issued E. & O.E. and without prejudice.

Chris,

Just finishing up the valuation and market analysis / feasibility.

Thank you,

Terry Taylor at ACI

ACI Private Equity Capital Partners Inc.

Mobile: (902) 266-8524

Office: (888) 755-8355

402-1595 Bedford Highway

Bedford, NS Canada B4A3Y4

This message is for the named person’s use only. It may contain
confidential, proprietary or legally privileged information. No
confidentiality or privilege is waived or lost by any transmission. You
are not authorized to transmit or communicate to anyone information
contained in this message, including attachments, without prior
authorization in writing. If you receive this message in error, please
delete it and all copies from your system, destroy any hard copies and
notify the sender. ACI Private Equity Capital Partners Inc.

its affiliates and/or it respective subsidiaries each reserve the right
to monitor all e-mail communications through its networks. Any views
expressed in this message are those of the individual sender, except
where the message states otherwise and the sender is authorized to state
the views of such entity. Unless otherwise stated, any quotes and/or
pricing information in the message is indicative only, is subject to
change and does not constitute an offer to deal at any price quoted. Any
references to the terms of the executed transaction should be treated as
preliminary only and subject to our formal and final approval. This
communication is issued E. & O.E. and without prejudice.

*From:*OFL Staff <chris@OFL Staff mail domain>
*Sent:* March 25, 2026 3:33 PM
*To:* Terry Taylor at ACI <[email protected]>
*Cc:* Terry Taylor <[email protected]>; OFL Broker; Terry Taylor <[email protected]>
*Subject:* Re: Are we on track for completing diligence?

Terry -

Good afternoon. Wanted to give a quick update from our end. Hoping to
have finalized terms on the debt this week. They tell me that their due
diligence phase is almost complete. Can you give me an idea of where we
stand on your end?

Chris

[Message body empty in archive; see attachments below.]

Thank you Terry.

Hi Chris,

We received some feedback from Credit Committee. Here are some questions:

1. What is the status of the ACI Private Equity commitment?
2. Does ACI Private Equity have hotel experience? If so, please share
details.
3. Is ACI Private Equity willing to give a guarantee and signatures for
the debt? Their term sheet says TBD.
4. What happens if there is an overrun of expenses during the project?
Who will cover?
5. In the proforma, we see 9% for financing costs, is that the actual
costs?
6. Have you reached a Guaranteed Maximum Price with the GC?

Thank you for being patient and responsive.

Sandy

Questions 2& 3 in the email from our debt group credit committee are for
ACI. Can you address, please?

Chris

---------- Forwarded message ---------
From: OFL Broker
Date: Fri, Apr 3, 2026, 4:08 PM
Subject: Re: Hilton Tapestry Debt Financing
To: OFL Staff <chris@OFL Staff mail domain>
Cc: OFL Broker, OFL Staff <greg@OFL Staff mail domain>,
OFL Staff <brenton@OFL Staff mail domain>

Hi Chris,

We received some feedback from Credit Committee. Here are some questions:

1. What is the status of the ACI Private Equity commitment?
2. Does ACI Private Equity have hotel experience? If so, please share
details.
3. Is ACI Private Equity willing to give a guarantee and signatures for
the debt? Their term sheet says TBD.
4. What happens if there is an overrun of expenses during the project?
Who will cover?
5. In the proforma, we see 9% for financing costs, is that the actual
costs?
6. Have you reached a Guaranteed Maximum Price with the GC?

Thank you for being patient and responsive.

Sandy

These are questions at the LOI level, before you send them $25k.

These questions like they should have come a long time ago. We should have
had an LOI a couple of weeks ago and we're just now getting these
questions... Does that seem appropriate to you?

Good morning Chris, I understand your frustration and agree it has taken longer to get a response than I was expecting. However, working with traditional banks to achieve a lower interest rate comes with additional scrutiny and much longer turnaround times then working with a private credit fund or bridge lender, who charge higher rates. The questions seem reasonable considering your lack of hotel construction experience and 90% of the equity is coming from ACI, which is why they are asking about them. They want to know if one of the sponsors has any previous hotel construction experience, and we only know your background. We know Hotel Equities is working as an advisor on the project from development and will become the hotel operator, but they are not a sponsor or equity partner. That would have brought a mountain of sponsor experience to the project.

I think it's best to respond to Sandy with the answers, and request a call for an update.

Kind regards,

Yes sir - i understand all of that. My frustration centers on the timing of
the questions. We went through weeks of q&a prior to signing the agreement
and these questions would have been appropriate at that time. That's all
I'm really saying.

I've sent ACI questions over to ACI and am awaiting a response from them.
I'll answer the other questions today.

Sandy - see below.

Hotel experience – invested in a few hotels over the years as well as many operating senior assisted living facilities

Yes to guarantee

Thank you,

Terry Taylor at ACI

ACI Private Equity Capital Partners Inc.

Mobile: (902) 266-8524

Office: (888) 755-8355

402-1595 Bedford Highway
Bedford, NS Canada B4A3Y4

This message is for the named person’s use only. It may contain confidential, proprietary or legally privileged information. No confidentiality or privilege is waived or lost by any transmission. You are not authorized to transmit or communicate to anyone information contained in this message, including attachments, without prior authorization in writing. If you receive this message in error, please delete it and all copies from your system, destroy any hard copies and notify the sender. ACI Private Equity Capital Partners Inc.
its affiliates and/or it respective subsidiaries each reserve the right to monitor all e-mail communications through its networks. Any views expressed in this message are those of the individual sender, except where the message states otherwise and the sender is authorized to state the views of such entity. Unless otherwise stated, any quotes and/or pricing information in the message is indicative only, is subject to change and does not constitute an offer to deal at any price quoted. Any references to the terms of the executed transaction should be treated as preliminary only and subject to our formal and final approval. This communication is issued E. & O.E. and without prejudice.

Please complete the KYC aml form for the Ofl project

This email would have from from my broker dealer

Thank you

Sandy -

I received info from ACI yesterday but I was out of office. They do have a
few hotels in their past investments and are actually looking at additional
ones in the near future.

They also indicated that a guarantee could be considered if required, but
it is not something they are proactively offering.

Chris

Sandy - I'd like to get on a call with you early next week to get some
vision on where we stand right now. Can we schedule something for Monday?

Chris

Hi Chris,

That is great news. We have overcome the experience issue, it is possible
that they will want to secure other guarantees, but we are not there at
this time.
I am in meetings in Denver next week, but can have a call before 11am on
Monday or after noon on Tuesday. Let me know what works for all.

Thank you,

Sounds good. 10:00 a.m. cst would work perfect for my group.

Received and thank you.

I will make myself available to fit your schedules.

Kind regards,

Terry - good morning, and I hope you had a great weekend.

A few growth data points in the news last week for B/CS area that might be
interesting to you.

Last year our MSA was the fastest growing labor market in the US and it
looks like that didn't slow down by years end.
<https://www.kbtx.com/2026/04/06/texas-labor-force-hits-historic-high-bryan-college-station-sees-growth/>
Texas A&M has just broken ground on a new semi-conductor institute ahead of
the expected private $13B semi-conductor plant.
<https://www.kbtx.com/2026/04/09/governor-greg-abbott-attends-groundbreaking-texas-am-semiconductor-institute/>
The County recently approved a courthouse annex that more than doubles the
size of the current one.
<https://www.kbtx.com/2026/04/07/brazos-county-approves-testing-funds-71-million-courthouse-annex/>

Chris

Good morning Chris,

Yesterday, Sandy invited me onto a call with the lender's San Antonio Market President to review the progress of your file. Due to the size of the loan, the file required an additional preliminary review before submission. He told us that the Chief Lending Officer likes the file and is submitting it to the Officer's Loan Committee, which is meeting this Friday, April 24. Pending the completion of their review, it will go to the President's Pipeline, which has their next meeting on Tuesday, April 28. Once the President's Pipeline review is complete, they will issue a Conditional Approval with your Term Sheet.

Let us know if you have any questions.

How are things coming along with ACI?

Kind regards,

Daniel -

Thanks for the update.

I do want to step back for a moment on the overall process. When we engaged
with Ohana and Orca, our understanding was that this would be direct
financing, not a third-party placement, and that timing would be manageable
within our development schedule. At this point, neither of those
assumptions appears to be holding.

With the additional approval layers now in play, we are getting into timing
that could materially impact our development agreement with the City, which
is obviously a risk we were trying to avoid from the outset.

We’ll continue to see this path through given where things stand, but I
need to be clear that timing is now critical. ACI has completed their
underwriting and is waiting on an executable term sheet before they can
move forward on their side.

Let’s stay closely aligned as this moves through committee.

Chris

Chris,

Agreed. Your points are valid and understood.

Kind regards,

Daniel -

Good afternoon. Do we have an update on yesterday's meeting?

Chris

Chris –
Thank you for your patience as we move this forward.
I want to clarify where things stand on our side. For this financing, I am working with Centennial Bank’s Texas subsidiary, Happy State Bank, to secure a conditional approval letter/term sheet and to proceed with ordering the appraisal.
The credit committee meeting that had been scheduled for Tuesday was postponed to next week due to Centennial’s national meeting taking place in Cape Coral, Florida this week. That postponement was a bank scheduling decision, not related to the specifics of your project.
I am meeting with the bank team in person to keep this on track and to obtain a commitment for this project. I will update you promptly following the rescheduled committee meeting and as soon as I have an executable term sheet in hand.
Best regards,

Sandra -

Thanks for the update. I’m curious why we were told Tuesday if internal
events were already planned. I’d also like to confirm we’re still aligned

thank you,
Chris

Chris –

Thank you for your note.

given to me based on the bank’s internal schedule at the time, and I
communicated it in good faith. I was only later informed that their
national meeting in Cape Coral required a change to the credit committee
calendar, which is why the meeting was moved to next week. Had I known
about that conflict earlier, I would never have presented Tuesday as a firm
expectation and I appreciate your patience as we work through their process.

Regarding terms, we are still aligned with the same structure and economics
that were originally quoted. Final documentation will, of course, reflect
credit committee approval, but there has been no change in the terms I
presented to you.

Best regards,
Sandra

Chris,
I just received confirmation from the Market President that they did hold their meeting on Tuesday, and below are their comments regarding our financing request.

*
The guarantor’s liquidity and financial strength need to be supported by potential guarantees from the GC and ACI Equity. They will need to review the GC’s and ACI Equity’s financial information and confirm the sources of the equity.
*
A majority of the GC’s projects have been in Arizona. Do they have any current or upcoming projects in Texas? If so, please share the details.
*
The pro forma ADR/RevPAR and occupancy are above their potential comp set from the hotel performance fact book. Do you have any updated hotel reports or market studies that you can share?
*
Please verify what percentage of the grants will go toward loan paydown.

The bank expressed continued interest in your project and indicated that, upon receiving the requested information, they will submit it to the next weekly President’s Pipeline committee meeting for review. If the outcome is favorable, they will issue terms to you promptly.
Upon your acceptance and execution of the term sheet, they will provide a due diligence checklist and order the appraisal, which typically takes 2–4 weeks (driven largely by appraisal delivery). After the appraisal is received, the file will be submitted for final approval.
I also want to take advantage of the fact that the bank’s leadership is together at their conference in Florida this week, and your project has been presented to them. The sooner we can receive this information, the better positioned we are to keep the process on schedule.
Please let me know if you have any questions or if it would be helpful to discuss the requested items together.
Thank you,

Have over $125M in DFW school district construction going on currently in TX and just finished a MF project in Austin. – this won’t be a problem

Talked with Jay and thinks the attached deck is best to show the bank

Have over $125M in DFW school district construction going on currently in TX and just finished a MF project in Austin. – this won’t be a problem

Talked with Jay and thinks the attached deck is best to show the bank

I'm still in this meeting at A&M investment group. I'll get a response as
soon as we get out and include the Waltz info.

Ok - Brenton what about the specific question on Waltz's "financial
strength"? How to address?

Hi Sandy.

Thank you for the follow up. See below for responses in blue.

Thank you, Chris, for providing the information so promptly. I’m forwarding everything to the team while leadership is still at their conference and will keep everyone updated on next steps.

Thank you,

When do you expect to have financials for ACI and Walt?

Thank you,

Really need to know what financials we're looking for. The request is

I think the bankers have probably checked out for the week but below is a high-level list of the financials a regional bank would generally want to see, based on my banking background. I’ll confirm the exact requirements with the bank on Monday.

Private Equity Firm / Sponsor Support

*
Last 2–3 years of audited financial statements for the fund; include GP or management company financials if that entity is providing support.
*
Current interim financials and a simple capital summary showing committed capital, contributed capital, unfunded commitments, and available cash.
*
Summary of any subscription line, NAV line, or other fund/GP debt, including current availability.
*
Entity org chart showing the fund, GP, management company, and the exact entity providing the equity or guarantee.
*
Signed equity commitment letter and any guarantee, keepwell, or completion-support language tied to the transaction.

General Contractor (we already have some of these from the GC)

*
Last 2–3 years of CPA-prepared financial statements plus current year-to-date interim statements.
*
Short debt and liquidity summary, including cash, line-of-credit availability, major term debt, and basic working capital support.
*
Current work-in-progress report showing contract values, costs incurred, estimated cost to complete, and projected gross profit.
*
Current backlog report showing active workload and capacity for the subject project.
*
Bonding letter showing single-job and aggregate bonding limits, plus current insurance certificates.
*
Relevant project list with similar asset type, size, and delivery experience.

Thank you,

This is feeling very different than what was discussed initially about guarantees needed from our side

Let me see financials on waltz side. We can show them a bank account with $4M in it.

This is feeling like going down the path of full guarantees with a bank

Terry -

The debt group is meeting for final loan approval and are requesting the
following information regarding ACI:

- Last 3 years of audited financial statements for the fund.
- Current interim financials and a simple capital summary showing
committed capital, contributed capital, unfunded commitments, and available
cash.
- Summary of any subscription line, NAV line, or other fund/GP debt,
including current availability.
- Entity org chart showing the fund and the exact entity providing the
equity and/or guarantee.
- Signed equity commitment letter and any guarantee, keepwell, or
completion-support language tied to the transaction.

thank you,

Chris,

Here’s the Banks list which they may update as they review the information.

- *Need a Current Signed Personal Financial Statement from GC*
- *Most recent personal 3 years tax returns for years 2022-2024
including all K-1s and W-2s from GC and Equity partner(Equity partner might
have audited or reviewed financials to provide)*
- *Need 2025 Profit and Loss Statement and Balance Sheet or 2025 tax
return from GC and Equity Partner*
- *Need Current debt schedule(Contingent Liabilities form)*
- *Need one month bank statements and marketable securities statement
-this helps with liquidity verification*
- *Current BIO of GC and Equity Partner(controlling sponsors
information)*

Thank you,

I apparently sent that too quickly. I just received an updated request. The
previous email can be ignored. - Chris

- Most recent 3 years tax returns for years 2022-2024 including all K-1s
and W-2s from GC and Equity partner(Equity partner might have audited or
reviewed financials to provide)
- Need 2025 Profit and Loss Statement and Balance Sheet or 2025 tax
return from GC and Equity Partner
- Need Current debt schedule(Contingent Liabilities form)
- Need one month bank statements and marketable securities statement
-this helps with liquidity verification
- Current BIO of GC and Equity Partner(controlling sponsors information)

Ok - I've sent to ACI. They aren't going to send personal tax returns, by
the way.

Hi Sandra –

This feels, and from my experience with regional banks, that they will be requiring recourse from ACI and/or GC?

Chris - Understood. I don’t want you to request any personal information

Brenton - I think the bank may add a carve out on the PE firm, and will
request a completion guarantee from the GC. They have not done so at this

Hi Sandra,

I wanted to share some official news regarding the significant growth
occurring in our area, which I believe would be a positive data point for
the lenders to consider.

Grimes County is holding a public hearing regarding a proposed tax
abatement for a massive new SpaceX facility. You can find more details here:

https://www.kbtx.com/2026/05/05/grimes-county-hold-public-hearing-proposed-spacex-tax-abatement-tied-massive-new-facility/

I thought this was worth highlighting as it further underscores the
economic momentum in the region.

Best regards,

Chris,

How are we coming along with ACI & Waltz documents? The President of the bank just followed up with me.

Thank you,

Nope. Called this morning and left a message.

I messaged Patrick once earlier when Terry was unresponsive and Terry quickly emailed me to say no need to contact Patrick.

That’s the only way I got Terry to respond to my requests

I’m concerned about his silence. At what point do we consider other options since we are well past original close date but we do still need the debt secured. But I expected more communication from him.

I hear you on the silence.

Let's give him until end of day today.

Hi Patrick,

Good morning. I have been trying to reach Terry regarding financial
information requested by the lender, but I haven't heard back after a
couple of calls and email.

This is the final piece needed to close on the loan and move forward. I
thought Terry might be unavailable, so I wanted to see if you could assist
with this.

Thank you,

Chris

Just fyi - i reached out to Patrick this morning. Will keep you posted.

Thanks – while we want to respect the original ACI commitment, we need to have a plan in case he falls through somehow.

I am identifying others as backup.

What about the group that we spoke with 2 weeks ago that was looking at
potential backup opportunities?

Nevermind!! lol I was thinking debt...

No further progress from them but I have others that are direct that might also be better for us

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Bank is asking for the below, this is just them looking at us for the GC portion. I said we will get a couple of the items for now but not all the items.

Can you get a few of the items below to satisfy them for now.

I have the quals/bio package.

Maybe last months bank statement and financials?

Chris,

I am working on it

Thank you,

Terry Taylor at ACI

ACI Private Equity Capital Partners Inc.

Mobile: (902) 266-8524

Office: (888) 755-8355

402-1595 Bedford Highway
Bedford, NS Canada B4A3Y4

This message is for the named person’s use only. It may contain confidential, proprietary or legally privileged information. No confidentiality or privilege is waived or lost by any transmission. You are not authorized to transmit or communicate to anyone information contained in this message, including attachments, without prior authorization in writing. If you receive this message in error, please delete it and all copies from your system, destroy any hard copies and notify the sender. ACI Private Equity Capital Partners Inc.
its affiliates and/or it respective subsidiaries each reserve the right to monitor all e-mail communications through its networks. Any views expressed in this message are those of the individual sender, except where the message states otherwise and the sender is authorized to state the views of such entity. Unless otherwise stated, any quotes and/or pricing information in the message is indicative only, is subject to change and does not constitute an offer to deal at any price quoted. Any references to the terms of the executed transaction should be treated as preliminary only and subject to our formal and final approval. This communication is issued E. & O.E. and without prejudice.

Thank you, Terry!

putting the $55 billion semiconductor plant near town here? It's not
finalized but they are having a hearing with the county the first week of
June to go through potential tax abatements. If it does go through, we're
obviously looking at insane impacts to the local economy.

Just heard back from Terry and he is getting the information together right
now.

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He's actively working on it and looks like should have something by the end
of the week

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Terry - do you have a estimated time frame for me? The bank asked me a few
times last week.

Chris

Good afternoon - i'm following up on this. Is there an ETA?

Hi Sandra,

Here is a Dropbox folder
<[link omitted]>
containing the requested documentation for the bank:

I am still waiting on information from ACI. I have spoken with them a few
times this week, they are simply inundated and are still aggregating the
info. Additionally, I am expecting one final document from Waltz - bank
account information - later today and will add it as soon as it is received.

Best regards,

Gentlemen,

I have called and emailed numerous times this week regarding the financial
information required by the lender to move forward with the loan. It has
been a week since I was told that ACI was "working on it," yet I have not
received an update.

The lender continues to follow up with me and is now questioning why we are
unable to obtain this information from our capital partners. We cannot
continue to operate in an information vacuum; I need a clear status update
and an expected timeline immediately so we can get moving on this project.

Best regards,

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I asked Finalis if they could help poke him up. All they can do is supervision. Suggested we both continue to press him.

Maybe a certified letter to both Fla and Nova Scotia addresses?

I have previously offered to come to Nova Scotia but no response from him

Last resort could be contacting Fla securities office jf all else fails. I don’t want that to happen but there are legal pathways we could pursue too.

Let’s hope he responds to your email

Thanks

For a registered letter, I’d use these mailing blocks:
Nova Scotia company address
ACI Capital Partners Inc.
Suite #402
1595 Bedford Highway
Bedford, Nova Scotia B4A 3Y4
Canada

This is the address shown on ACI Capital Partners’ own contact page, with phone [phone omitted] and fax [phone omitted].[acicapitalpartners]
Florida registered agent address
ACI Capital Partners Inc.
c/o Incorp Services, Inc.
3458 Lakeshore Drive
Tallahassee, FL 32312

Florida Sunbiz lists ACI CAPITAL PARTNERS INC. as active under document number P[phone omitted] and shows Incorp Services, Inc. at 3458 Lakeshore Drive, Tallahassee, FL 32312 as the registered agent.[sunbiz]

Sample letter

Here’s a neutral registered-mail cover letter you can use:
[Date]
Via Registered Mail / Return Receipt Requested
ACI Capital Partners Inc.
Suite #402
1595 Bedford Highway
Bedford, Nova Scotia B4A 3Y4
Canada
Copy to:
ACI Capital Partners Inc.
c/o Incorp Services, Inc.
3458 Lakeshore Drive
Tallahassee, FL 32312
Re: [Matter / Transaction / Claim / File Reference]
To Whom It May Concern:
Please accept this letter and the enclosed materials regarding the above-referenced matter. I am sending this correspondence by registered mail to confirm delivery and to ensure that ACI Capital Partners Inc. receives formal written notice.
Enclosed please find the following:
1. [Describe enclosure, if any]
2. [Describe enclosure, if any]
3. [Describe enclosure, if any]
Please direct any written response or further communication regarding this matter to me at the address, email, or telephone number listed below. I request that you acknowledge receipt of this correspondence and provide a response by [date].

Nothing in this letter should be construed as a waiver of any rights, remedies, claims, or defenses, all of which are expressly reserved.

Sincerely,

Have you ever had this happen before?

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Hello Chris,

I reviewed the Dropbox folder. I still don't see anything from ACI. I told Sandy that ACI has not responded to you over the last week. Have you heard from them?

Regarding Waltz, we are still missing the following documents. Once we have the requested information for Waltz, we will submit it to the bank for their review.

- Need a Current Signed Personal Financial Statement
- Most recent personal 3 years tax returns for years 2022-2024 including all K-1s and W-2s
- Need 2025 Profit and Loss Statement and Balance Sheet or 2025 tax return
- Need Current debt schedule (Contingent Liabilities form)
- Need one month bank statements and marketable securities statement -this helps with liquidity verification

Let me know if you have any questions.

Kind regards,

Terry -

I need to address a substantial concern regarding the status of the ACI
equity process for our Bryan Hilton Tapestry project.

As you know, OFL Group executed the February 17, 2026 Letter of Interest /
Term Sheet and remitted the required $50,000 engagement fee based on the
timelines, process, and active underwriting efforts outlined in the
agreement. Since that time, OFL, our broker, our lending team, and our
partners have made repeated attempts to obtain updates, coordinate
diligence, and secure the financial information required by the senior debt
side of the capital stack.

To date, ACI has not provided the requested financial information, has not
meaningfully engaged with OFL or our debt team, and has not responded to
numerous calls and emails over the past several weeks, aside from a brief
acknowledgment two weeks ago indicating that you were “working on it.”

In addition, ACI’s continued lack of responsiveness to direct outreach from
our broker and project partners is beginning to negatively impact OFL’s
credibility and reputation with active financing participants, as well as
with the City of Bryan, with whom we have worked diligently and
collaboratively for more than sixteen years. This places OFL in an
increasingly difficult position, as we have continued to represent to these
parties that ACI remains actively engaged in the transaction process and is
working in good faith toward advancing the financing and underwriting
effort.

While we understand the Term Sheet contemplates ongoing underwriting and
discretion during the diligence process, OFL entered into this arrangement
with the expectation that ACI would actively advance the underwriting,
diligence, and capital coordination process described in the executed
agreement. At present, we have not seen evidence that the process is moving
forward in a meaningful way, despite the current timeline extending to
nearly twice the commitment and closing timeframe outlined during the
engagement process by ACI.

Accordingly, we request the following immediately:

1. A written status update regarding ACI’s current position on the
transaction.
2. Delivery of the financial information previously requested by the senior
debt team.
3. Identification of the parties currently involved in underwriting and
capital approval.
4. A realistic timeline for commitment and closing moving forward.
5. Confirmation as to whether ACI intends to continue actively pursuing
this transaction.

We have invested substantial time, effort, and capital into moving this
process forward in reliance upon the representations, process, and
timelines outlined in the executed Term Sheet. We therefore need immediate
clarity regarding ACI’s intentions and anticipated path forward on this
transaction.

Please respond no later than close of business Thursday, May 21, 2026.