0001047469-98-029092 Sample Contracts

PALM INVESTORS, LLC
Arlen Capital Advisors LLC • August 3rd, 1998 • Hotels & motels

- No independent person has been retained to evaluate or render any opinion with respect to the fairness of Palm's offer, and no representation is made as to such fairness or other measures of value that may be relevant to the Limited Partners. We urge you to consult your own financial advisor in connection with Palm's offer.

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AGREEMENT OF SALE
Agreement of Sale • August 3rd, 1998 • Arlen Capital Advisors LLC • Hotels & motels • California

The undersigned Limited Partner, and/or Assignee Holder or Unit Holder (the "Seller") does hereby sell, assign, transfer, convey and deliver (the "Sale") to Palm Investors, LLC, a Delaware limited liability company ("Palm" or the "Purchaser"), all of the Seller's right, title and interest in Units (as defined below) in Courtyard by Marriott Limited Partnership (the "Partnership") being sold pursuant to this Agreement of Sale ("Agreement") and the Offer dated May 26, 1998 (the "Offer") for a purchase price of $85,000 per Unit, less the amount of any distributions declared or paid from any source by the Partnership with respect to the Units after May 15, 1998, without regard to the record date or whether such distributions are classified as a return on, or a return of, capital. "UNITS" MEANS, THE INTEREST OF A LIMITED PARTNER AND INCLUDES, WITHOUT LIMITATION, ALL OF SELLER'S RIGHTS TO CLAIMS, DAMAGES, RECOVERIES, AND CAUSES OF ACTION ACCRUING TO THE BENEFIT OF SELLER WITH RESPECT TO SELL

SUPPLEMENT TO THE OFFER TO PURCHASE UNITS OF COURTYARD BY MARRIOTT LIMITED PARTNERSHIP
Arlen Capital Advisors LLC • August 3rd, 1998 • Hotels & motels
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