Strictly Private& Confidential

CONFIDENTIALITY AGREEMENT

 You have expressed an interest in acquiring the Project Hazel (the “Transaction”). As agent for the Vendors (the “Seller”), we are prepared to make available to you (and your Authorised Recipients (as defined below)) certain Confidential Information about the Transaction and the Hotel(s), subject to you agreeing to enter into this undertaking. This letter relates to all information and material of whatever nature at any time and from time to time supplied by us or by any of our Connected Persons (as defined below) orally, in writing or in any other form to you or your Authorised Recipients or which is otherwise obtained by you or your Authorised Recipients in respect of the Transaction (the “Confidential Information”).

In this letter:

“Connected Persons” means (a) the Seller and its and our respective directors, officers, employees, professional advisers, bankers, agents and representatives; (b) the Seller’s and our respective Group Undertakings and their respective directors, officers, employees, professional advisers, bankers, agents and representatives; (c) directors, officers, employees and partners of any such adviser, agent or representative or of their respective Group Undertakings;

“Control” and its derivatives means the power of a person in relation to another person to secure (i) by means of the holding of shares or the possession of voting power in that person or any other person, or (ii) by virtue of any powers conferred by the articles of association or other document regulating or relating to that person, that the affairs of that person are conducted in accordance with the wishes of the person with such power;

In consideration of the Confidential Information being disclosed to you or to your Authorised Recipients, you agree with and undertake to us as follows. The undertakings in this letter are given in our favour and in favour of the Seller and each other Connected Person.

1. You will hold the Confidential Information in strict confidence and will not (directly or indirectly) disclose, copy, reproduce, distribute or permit the same, in respect of any of it to any person other than as permitted in writing by the Seller except to those of your officers, employees, Group Undertakings, agents and professional advisers and the officers, employees and professional advisers of any of those Group Undertakings who strictly need access to it for the purposes of evaluating, negotiating or participating in the Transaction or in the proper discharge of their duties ( “Authorised Recipients”), and only to the extent that they need that access, on the terms of this letter and on the basis that you will procure that they themselves will not disclose, copy, reproduce or distribute or permit the same in respect of such Confidential Information to any person who is not an Authorised Recipient.

2. You undertake not to (and to procure that your Authorised Recipients will not), without the Seller’s prior written consent:

(a) reveal, disclose or announce to any person other than an Authorised Recipient, the contents of this undertaking, the Confidential Information, that negotiations are taking place in relation to the Transaction or any information concerning the status or progress of such negotiations; or

(b) use the Confidential Information for any purpose other than to evaluate, negotiate or participate in the Transaction and in particular you will not use (and will procure your Authorised Recipients not to use) the Confidential Information for any other purpose or in any way that is or may be detrimental to the Seller or in the future conduct of your or your Authorised Recipients’ trading operations.

 3. You further undertake:

(a)  to effect and maintain (and to procure your Authorised Recipients effect and maintain) the same security, privacy and confidentiality measures to safeguard the Confidential Information from unauthorised access, use and misappropriation as you and your Authorised Recipients would maintain to safeguard your own similar information which you do not wish to publicly disclose;

(b)  to keep and make available to the Seller on demand a list of all Authorised Recipients to whom any Confidential Information is given; and

(c) to notify (and to procure your Authorised Recipients notify) us as soon as practicable of, any unauthorised use, copying or disclosure of the Confidential Information of which you become aware and to provide all reasonable assistance to us and our Connected Persons with a view to terminating such unauthorised use, copying or disclosure.

4. You acknowledge that the Confidential Information may include personal data which is subject to the Data Protection Act 1998 and undertake that, insofar as it does, you will not (and you will procure that your Authorised Recipients will not) do anything in relation to that data that would cause any person to be in breach of that Act.

5. You will (and you will procure that your Authorised Recipients will) only make sufficient Copies (as defined below) of the Confidential Information as may be reasonably required for the purpose of evaluating, negotiating or participating in the Transaction or (where applicable) in the proper discharge of an Authorised Recipient’s duty as your or another Authorised Recipient’s officer, and mark as confidential any analyses, plans, reports, compilations, studies and other documents that contain or otherwise reflect or are generated from any Confidential Information.

6. The obligation to maintain the confidentiality of the Confidential Information does not apply to any part of the Confidential Information which:

(a)  at the time of supply is or has become publicly known, except through breach of the undertakings set out in this letter by you or your Authorised Recipients; or

(b)  subsequently comes lawfully into your possession or that of an Authorised Recipient from a third party who is not obliged to keep the Confidential Information confidential; or

(c)  is required to be disclosed by law, regulation or any governmental or competent regulatory authority, as long as you or the Authorised  Recipient  making  such  disclosure  first  consults  the  Seller  on,  and  takes  into  account  the  Seller’s  reasonable requirements in respect of, the proposed form, timing, nature and purpose of the disclosure.

7. You will, before any disclosure, notify all of your Authorised Recipients to whom any Confidential Information is to be disclosed of the confidential nature of the Confidential Information and procure that each of your Authorised Recipients who receives any Confidential Information is aware of the obligations under this letter and adheres to the terms of this letter as if that person had given the undertakings contained in this letter in your place.

8. The undertakings in this letter are given by you on your own behalf and as agent for each of your Authorised Recipients. You shall direct your Authorised Recipients to abide by the obligations applicable to you hereunder. You will indemnify and hold the Seller and each of its Connected Persons harmless, from and against all claims, demands, liabilities, losses, damages, costs and expenses suffered or incurred by them or any of its Connected Persons arising directly or indirectly from any unauthorised disclosure or use of the Confidential Information or any part of it in breach of this letter by you or any of your Authorised Recipients.

9. You confirm that you will be responsible for any costs incurred by yourselves or your employees, agents or advisers in connection with the Transaction.

10. You will destroy or return (and will procure that your Authorised Recipients destroy or return) to us on demand (and in any case no later than 5 business days following our demand), any document (including any note, analysis or memorandum prepared by you or your Authorised Recipients) containing Confidential Information and any Copies which may have been made, and take reasonable steps to expunge all Confidential Information from any computer, word processor or other device containing Confidential Information (and following such deletion not attempt to recover such material). Any destruction of Confidential Information will be certified in writing to us by an authorised officer supervising it. The undertakings in this paragraph shall not apply to any Confidential Information which you or an Authorised Recipient must retain under any applicable law, rule or regulation, including the rules of a professional body.

For the purposes of this clause 10 and clause 5, “Copies” means any copies of Confidential Information, including any document, electronic file, note, extract, analysis, report and any other way of representing or recording or recalling information which contains, reflects or is derived from the Confidential Information.

11. You will, upon the Seller’s written request, confirm in writing to the Seller that you have complied with clause 10.

12. Without prejudice to clause 2(b), you undertake not to (and you will procure that none of your Authorised Recipients will), without the Seller’s prior written consent:

(a) directly or indirectly make or have any contact whatsoever in relation to the or the Transaction with any shareholder, director, officer, employee, agent or professional adviser of the Seller or any of its Group Undertakings or any person who has been a customer or supplier, contractor or sub-contractor of or to any of them in relation to the Hotel(s) in the 12 months preceding the date of this letter; or

(b) for a period of two years after the date of this letter, solicit, endeavour to entice away, employ or offer to employ directly or indirectly any officer or senior executive of the Seller or any of its Group Undertakings.