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in 1984, Lake|Flato has gained national recognition for tactile, modern and environmentally responsible structures that are authentic, artful and expertly crafted.

The Need

Business travelers visiting Corpus Christi cannot book a high-end, boutique hotel in the downtown area. When we open the doors of The Kinney, that will change. More than five million people visit Corpus Christi annually, accounting for $1 billion in economic impact. And while the city has hotels, they offer few pleasant surprises and provide little more than a place to sleep. Alternatively, The Kinney will embrace guests with its architecture, service and amenities for a truly unforgettable stay.

The Vision

The Kinney will fill an unmet need for an outstanding experience at an unquestionable value in downtown Corpus Christi. With fifty-one carefully designed rooms, breezy common spaces surrounded by lush landscaping and an easily accessible downtown location, The Kinney will be a hidden oasis in an urban setting. Guests will unwind in thoughtful, contemporary spaces where the sounds of the city will give way to the sounds of palm leaves rustling in the breeze and poolside conversation.

Here and Now

Corpus Christi is our home. We are proud of its history and enthusiastic about its potential. And we believe The Kinney will add to the dynamics of the city, particularly downtown. There is a momentum within city leadership and the business community to push forward. We have embraced that momentum and intend to build upon it.

The Corner of Water and Born The Kinney will sit conveniently at the corner of Water and Born streets. Directly in front of proposed Destination Bayfront development. Walking distance to several restaurants, bars and art galleries as well as the bay. Within one mile of Whataburger Field, the Federal Courthouse, the Port of Corpus Christi, the Art Museum of South Texas, Solomon P. Ortiz International Center, and the American Bank Center. The bay is visible from the courtyard as well as several rooms.

C O R P U S C H R I STI BAY

L I PAN ST

TH E S Q UAR E O F ARTS & C U LTU R E

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S H E R R I L M E M O R IAL GAR D E N S BAYF R O NT WATE R R E C R EATI O N & E D U CATI O N AR EA

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O LD TOWN P LEAS U R E GAR D E N

F E STIVAL S PAC E S

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TH E Z O CALO & PAR K AVE N U E P I E R

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McCAU G HAN PAR K & McG E E B EAC H

GATEWAY S Q UAR E & PAR K

* D E STI NATI O N

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BAYF R O NT D EVE LO P M E NT

Lake | Flato Architects

To fully realize our vision of creating a truly noteworthy destination, we’ve engaged one of the most accomplished hospitality architectural teams in the country. Established in 1984, Lake|Flato has gained national recognition for tactile, modern and environmentally responsible structures that are authentic, artful and expertly crafted. In 2004, the American Institute of Architects awarded Lake|Flato the prestigious Firm Award – the highest honor an American architecture firm can receive. Lake|Flato is also part of the architecture team developing the proposed Destination Bayfront Development. And the team of Ted Flato and Trey Rabke share another trait that has only furthered enthusiasm for The Kinney: they’re both from Corpus Christi.

Feasibility

With nearly eleven thousand hotel rooms in Corpus Christi, including one thousand in downtown alone, we will entice existing customers from our competitors by offering a property and experience that they cannot replicate. According to our third-party feasibility study, occupancy of 70% is completely within reason for our concept. This supports the sales projections included in subsequent pages. Our marketing efforts will be direct and personal in order to gain trial among our target audience. Personal, intimate service and innovative, meaningful rewards will encourage loyalty and word-of-mouth referrals from the outset. And with room rates from $120 to $150 per night, plus the amenities, services and respect that business travelers value and expect, we aim to make repeat customers a mainstay.

The Kinney will be managed through a hands-on approach by general partner Rod Martin, with the support of an outstanding advisory board and a handpicked staff. Rod brings twenty years of experience in advertising, marketing, strategic planning, project management, IT management and training systems management. The Kinney is the culmination of years of study and planning by Rod and his wife, Susie. Our advisors will provide guidance through a variety of expertise and are uniquely qualified to make The Kinney a success. Advisors JJ Gottsch, Mark McGarrah and Bryan Jessee will help bring customers to our door. JJ is EVP of Ryan Sanders Baseball, and led the charge in bringing the Corpus Christi Hooks and Whataburger Field to Corpus Christi, in the process making the Hooks an integral part of our community. And Mark and Bryan are founders of McGarrah Jessee, 2009 AdAge Southwest Small Agency of the Year.

Advisors Robert Baersch and Cheryl Jessee bring outstanding hotel operations experience to the team. Robert is the former Director of Operations – North America for ITT/Sheraton Inns and Certified Hotel Administrator Emeritus of the American Hotel & Lodging Association. Robert is also a SCORE counselor and mentor. Cheryl is the former manager of the Rosewood Mansion on Turtle Creek, and during her tenure with Rosewood, oversaw training for the openings of The Crescent Hotel in Dallas and the Lanesborough Hotel in London. Finally, advisors Bob Davidson and Mike McLellan will help us take dollars to the bank and maintain a healthy bottom line. Bob is a retired investment banker and small business owner, with great experience bringing small businesses to market. Like Robert, he is also a SCORE mentor and counselor. Mike is the former Chief Financial Officer of Whataburger Restaurants LP, and one of their leading financial strategists.

SITE PLAN & ARCHITECTuRAL RENDERINGS

Site Plan

View of entrance

View from the corner of Water and Born

View of the courtyard

INVESTMENT INFORMATION

Investment Terms

The cost of the project is $7.4 million, which includes purchasing the land, building the property, and maintaining a strong cash position in the startup phase through the second year of operations. Financing is based on 20% cash equity, with the remaining funds coming through a Small Business Administration loan program. Rod and Susie Martin will personally invest $250k, and are offering the remaining equity of $1.8 million to investors in units of $50k each. Limited Partners will receive a distribution of 100% of net profit each year until 125% of their initial investment has been paid back. At this point their distribution will equal 75% of net profit for the life of their participation. Full financial projections and estimated investor returns follow in this confidential offering. TIMING Investment shares will be offered beginning January 1, with the intent of being fully funded by February 15. Construction will begin in early 2012, with a projected opening of fourth quarter 2012.

Thank you for your consideration. Rod Martin, Susie Martin, Mark McGarrah, Bryan Jessee, Cheryl Jessee, JJ Gottsch, Robert Baersch, Bob Davidson and Mike McLellan

Supplemental information is available upon request. BUSINESS PL AN • FINANCIAL FEASIBLIT Y STUDY • SUBSCRIPTION AGREEMENT • AGREEMENT OF LIMITED PARTNERSHIP • 10 YEAR PERFORMANCE AND DISTRIBUTION