#1Portions of this exhibit marked [*] are requested to be treated confidentially Morgan Stanley Project Roosevelt Presentation to the Board of Directors March 14, 2016 Exhibit(c)(2) Strictly Confidential#2Project Roosevelt Morgan Stanley Table of Contents Section 1 Section 2 Section 3 Section 4 Appendix A Monroe Selected Information Lodging Capital Markets Observations Monroe Valuation Third-Party Alternatives Additional Information Strictly Confidential 2#3Project Roosevelt Morgan Stanley Section 1 Monroe Selected Information Strictly Confidential 3#4Project Roosevelt • Monroe's stock has declined substantially since mid-2015 Morgan Stanley MONROE SELECTED INFORMATION Price Movement Over Time Historical Share Price / Volume Traded - Monroe As of 3/11/2016 Share Price ($) 9 8 7 6 5 4 3 2 1 Mar. 18, 2013 OTK announces plan to nominate seven candidates to the Monroe Board Jun. 5, 2013 Monroe's slate of director nominees announces its intention to explore full range of strategic alternatives including sale of company Source CapiQ Nov. 1, 2013 Unsolicited proposal from the Yucaipa Companies at $8.00 per share 0 Jan-13 Apr-13 Jul-13 Volume Traded (MM) Apr. 1, 2013 Signs deal with Yucaipa to cut debt, preferred stock in exchange for Delano South Beach, The Light Group and other interests Apr. 2, 2013 Jason T. Kalisman files lawsuit to block Yucaipa transaction Apr. 9, 2013 Monroe voluntarily delays Yucaipa transaction Feb. 10, 2014 Monroe refinances debt secured by Hudson and Delano South Beach May 14, 2013 Court issues ruling compelling restoration of record date Mar. 13, 2014 Announces restructuring plan Share Price Sep-13 Dec-13 Mar-14 Jun-14 Sep-14 A Earnings Release May 13, 2014 Announces retention of MS to review Strategic Alternatives May 20, 2014 Results of election of the Board of Directors Dec. 16, 2014 Announces sale of The Light Group for $36MM to Hakkasan Aug. 6, 2015 WSJ article reporting on rumored merger May 19, 2015 Interim CEO Jason Kalisman resigns; Howard Lorber named Chairman and Ken Cruse named Director Sep. 14, 2015 WSJ article reporting on Rambleside offer Strictly Confidential Oct. 7, 2015 WSJ article reporting on SLS Las Vegas Dec. 7, 2016 Company announces HWE plan to monetize assets Dec-14 Mar-15 Jun-15 Sep-15 Feb. 20, 2016 COO Josh Fluhr resigns 1.5 1.0 0.5 $1.63 0.0 Dec-15 Mar-16#5. Project Roosevelt Monroe has a number of key structural factors to consider when assessing valuation and a range of actionable alternatives • Specific challenges include: - CEO, development team and other roles not currently filled - Funding required by debt- yield covenant maintenance payments on the owned hotel mortgage through maturity - Preferred equity rate ratchet to 20% in Oct 2016 - Difficulty transitioning to an asset-light model given relatively small size of management platform Morgan Stanley MONROE SELECTED INFORMATION Monroe Today - Issues & Considerations Scale Liquidity / Cash Availability Management Team / Board Leverage Negative Sentiment / Confusion Strictly Confidential Undersized relative to peers High G&A load as compared to asset base • Not enough liquidity for large investors to buy / sell without materially impacting share price • Monroe is projected to have $14MM of cash as of 6/30/2016 (1), down from $46MM at year-end • Cash generation projected to be negative in 2016/2017, leaving limited dry powder to build pipeline and operate the business Owned assets are fully levered • Yucaipa preferred securities' coupon rate rising from 10% to 20% on October 15, 2016 • Lack of capital to de-lever from sector high leverage Instability of management team (interim CEO) • Is the existing team able to run the business appropriately post-downsizing in 2014? Do they have capacity to invest in current client relationships? Hiring a permanent CEO could help drive growth by attracting new contracts and third-party capital, but it may not be required in a standalone scenario High leverage relative to peers • Current debt / LTM EBITDA in excess of 16x (2) versus sector average of 3.6x • Debt / total market capitalization of approximately 76% versus Tier 1 comp average of -23% Uncertainty surrounding near term and long term strategy Negative press around Monroe · Burkle consent rights Difficulty attracting new contracts in the US • Several key positions have been recently vacated, potential for increased employee turnover • Narrow research analyst coverage limits investor access to independent perspectives . Notes 1. Per management standalone projection model; includes impact of yield maintenance payment ($28.2MM) and termination fees received from Mondrian SB and Shore Club ($3.9MM) 2. Pro forma for $28.2MM loan paydown that occurred in Feb. 2016 5#6Project Roosevelt Key Assumptions Q2-Q4 2016 • Q2 2016 - No longer manage Shore Club starting Q2 2016 and receive $2.9MM termination fee • Q2 2016 - No longer manage Mondrian South Beach and received $1.0MM termination fee. Only receive licensing fees going forward • Q3 2016 - No longer manage Morgans starting Q3 2016 and receive $3.5MM termination fee Q4 2016 - No longer manage Royalton starting Q4 2016 and receive $3.5MM termination fee Morgan Stanley MONROE SELECTED INFORMATION Management Company Financials Management Company Financials - By Contract (000s) Hudson Delano Owned Hotel Contracts Clift Leased Hotel Contracts Mondrian LA St Martins Lane Sanderson Mondrian South Beach (Licensing Fee Only Commencing 2016) Mondrian London - Sea Containers Delano Vegas 10 Karakoy - Istanbul In-Place Current Contracts Total Revenue from Current Contracts Management Company G&A (excluded Public Company Costs) EBITDA from Current Contracts Mondrian Doha Delano Dubai Mondrian Dubai Signed Pipeline Contracts Revenue including Pipeline EBITDA including Pipeline Total Revenue from Food & Beverage Food & Beverage Operating Expenses Public Company Expenses Total EBITDA including Pipeline, F&B Additional Information Morgans Royalton Shore Club Mondrian SoHo Mondrian South Beach (2016 contribution In Excess of Licensing Fee) Lost Contracts Shore Club Mondrian South Beach Morgans Royalton Termination Fees (Excluded from EBITDA) Source Management Projections 2015A 2,423 1,389 3,811 2,963 2,963 2,255 1,786 1,592 2,118 2,560 538 105 10,953 17,727 (15,667) 2,060 17,727 2,060 32,492 (29,508) (4,233) 3,908 259 522 1,774 543 3,098 11: 2016E 2,551 1,447 3,998 3,116 3,116 2,447 2,178 1,691 600 2,861 500 120 10,397 17,511 (14,108) 3,403 17,511 3,403 24,903 (21,865) (3,022) 3,419 121 381 658 594 1,754 2,882 1,000 3,500 3,500 10,882 2017E 2,629 1,481 4,110 3,249 3,249 2,465 2,272 1,765 600 2,980 500 126 10,708 18,067 (15,731) 2,336 2,160 2,160 20,227 4,496 25,650 (22,396) (3,113) 4,637 111111 11: Strictly Confidential 2018E 2,743 1,525 4,268 3,335 3,335 2,553 2,371 1,842 600 3,104 500 132 11,101 18,704 (16,203) 2,501 2,268 1,121 3,389 22,092 5,890 26,419 (23,027) (3,206) 6,076 111 2019E 2,845 1,572 4,417 3,364 3,364 2,576 2,473 1,922 600 3,233 500 139 11,444 19,225 (16,689) 2,536 2,336 1,480 3,006 6,823 26,047 9,358 27,212 (23,676) (3,302) 9,592 1: CO#7Q1 2016 . Project Roosevelt Retire $28.2MM of mortgage debt on Hudson and Delano to meet 7.5% debt yield requirement Q2-Q4 2016 .Q2 2016 - No longer manage Shore Club starting Q2 2016 and receive $2.9MM termination fees • Q2 2016 - No longer manage Mondrian South Beach and received $1.0MM termination fee. Only receive licensing fees going forward • Q3 2016 - No longer manage Morgans starting Q3 2016 and receive $3.5MM termination fees Key Assumptions . Q4 2016 - No longer manage Royalton starting Q4 2016 and receive $3.5MM termination fees Q4 2016 • The current preferred dividend rate of 10% increases to 20% in October 2016 Q1 2017 1Q 2019 Retire $28.5MM of mortgage debt on Hudson and Delano to meet 7.75% debt yield requirement Refinance $393MM of mortgage on Hudson and Delano at 2% transaction cost Notes 1. Includes management fees on owned assets 2. Excludes termination fees 3. Extension fees associated with the Hudson and Delano mortgage, 0.25% of outstanding balance. 2019 represents refinancing the $393MM outstanding loan balance at 2% cost Morgan Stanley MONROE SELECTED INFORMATION Financial Estimates and Key Assumptions Monroe - Key Financials (SMM, unless otherwise noted) Revenue Hudson Delano Caft Owned Hotels Revenue Food & Beverage (MB Vegas, Sanderson, St Martins Lane FB) Total Revenue from Current Contracts Signed Pipeline Contracts Lost Contracts (Mgmt & Termination Fees) (Excluded from EBITDA Starting 2016) Less: Intercompany Payment Total Revenue Growth-% Major Expense Line Items - Does not represent all expenses of Monroe Operating Expenses at Owned Hotels Food & Beverage (MB Vegas, Sanderson, St Martins Lane FB) Management Company G&A Public Company G&A EBITDAR Hudson Delano Caft-EBITDAR Owned Hotels EBITDAR Cift Rent Hudson Lease Rent Owned Hotel EBITDA Food & Beverage- After MB Rent & Profit Sharing Management Company EBITDA Incl. Pipeline Corporate G&A Adj. EBITDA) Margin-% Adj. EBITDAR Adj. EBITDA Plus: Lost Contracts (Mgmt & Termination Fees) Less Interest Less Capex Plus TLG Sale Debt Yield Payments Debt Extension Fees & Loan Costs Restructuring, Development and Disposal costs Plus / (Less) Other Cash Flows Levered Cash Flow Source Management Projections 2015A 80.8 47.7 45,6 174.0 32.5 17.8 3.1 (7.0) 220.4 (2.0%) (132.7) (29.5) (15.7) (4.2) 16.3 17.9 72 41.3 (7.6) (0.5) 33.3 3.0 5.2 (4.2) 37.2 17% 45.3 37.2 (31.3) (7.1) 30.8 - (72) 10.2 32.4 2016E 84.5 48.2 47.9 180.6 24.9 17.5 12.6 (7.3) 228.3 3.6% (139.8) (21.9) (14.1) (3.0) 16.3 17.5 7.1 40.9 (7.6) (0.5) 32.8 3.0 3.4 (3.0) 36.2 16% 44.3 36.2 12.6 (29.5) (6.4) (1.0) (28.2) (1.4) (1.0) (5.3) (23.8) 2017E 87.6 49.4 50.0 187.0 25.6 18.1 22 (7.6) 225.3 (1.3%) (143.1) (22.4) (15.7) (3.1) 18.2 17.8 7.9 43.9 (7.6) (0.5) 35.8 3.3 4.5 (3.1) 40.5 18% 48.6 40.5 (26.1) (6.6) (28.5) (1.1) (1.0) (2.8) (25.6) Strictly Confidential 2018E 91.4 50.8 51.3 193.6 26.4 18.7 3.4 (7.8) 234.2 4.0% (146.9) (23.0) (16.2) (3.2) 20.3 18.3 8.0 46.6 (7.6) (0.5) 38.6 3.4 5.9 (3.2) 44.6 19% 52.7 44.6 (26.1) (6.8) (1.0) (1.0) (2.8) 7.0 2019E 94.8 52.4 51.8 199.0 27.2 19.2 6.8 (8.0) 244.2 4.3% (150.5) (23.7) (16.7) (3.3) 22.1 18.9 7.5 48.5 (7.8) (0.5) 40.2 3.5 9.4 (3.3) 49.8 20% 58.0 49.8 (26.1) (7.0) (7.9) (1.0) (2.1) 5.7 15-19 CAGR 4.1% 2.4% 3.2% 3.4% (4.3%) 2.0% 2.6% 3,2% (5.4%) 1.6% (6.0%) 7.9% 1.4% 1.0% 4.0% 0.6% 4.8% 4.3% 16.1% (6.0%) 7.6% 6.4% 7.6% 7#8Q1 2016 . Project Roosevelt Retire $28.2MM of mortgage debt on Hudson and Delano to meet 7.5% debt yield requirement Q2-Q4 2016 • Q2 2016 - No longer manage Shore Club starting Q2 2016 and receive $2.9MM termination fees Key Assumptions • Q2 2016 - No longer manage Mondrian South Beach and received $1.0MM termination fee. Only receive licensing fees going forward • Q3 2016 - No longer manage Morgans starting Q3 2016 and receive $3.5MM termination fees . Q4 2016-No longer manage Royalton starting Q4 2016 and receive $3.5MM termination fees Q4 2016 • The current preferred dividend rate of 10% increases to 20% in October 2016 Q1 2017 Retire $28.5MM of mortgage debt on Hudson and Delano to meet 7.75% debt yield requirement Debt Yield Maintenance Covenant Test Year-End 2016 SMM Delano NOI Hudson NOI Bill Back) NOI for Test Required Yield Required Balance Beginning Debt Balance Repayment Required Ending Debt Balance 2017 15.6 15.8 12.9 14.7 2.0 2.0 30.5 32.5 7.75% 8.00% 393.3 406.5 421.8 393.3 ΝΑ 28.5 393.3 Morgan Stanley 393.3 MONROE SELECTED INFORMATION Financial Estimates and Key Assumptions (Cont'd) Monroe - Cash Flows Analysis Net cash provided by operating activities (A) Capex Dispositions A in Restricted Cash Net cash provided by investing activities (B) Proceeds from / (Payments of) LT Debt, Revolver, and Lease Notes Debt Yield Payments Debt Extension Fees (¹) Net cash used in financing (C) Net change in cash and cash equivalents (A+B+C) Cash and cash equivalents, Beginning Cash and cash equivalents, Ending Source Monroe Management Projections 1Q16 (1.1) (1.5) (1.0) 0.6 (1.8) (0.2) (28.2) (1.4) (29.8) (32.7) 45.9 13.2 2016 2016 2.9 (1.6) (1.6) I 1.1 3016 13.2 3.6 14.3 (1.6) (1.6) (0.3) (0.3) (0.3) I 1.7 4016 14.3 8.1 (0.3) (0.3) (0.3) 16.0 1 (1.8) (1.7) (1.5) (1.7) I 1017 6.1 (1.7) (1.5) (1.7) (0.3) (28.5) 1 16.0 Strictly Confidential (1.1) (29.8) 2017 (33.1) 2017 4.5 (0.3) 3017 2.5 1.7 (1.6) (0.3) (0.3) (1.6) 1 (0.3) (0.2) 4017 Note 1. Extension fees associated with the Hudson and Delano mortgage, 0.25% of outstanding balance 2. Per guidance from Monroe Interim CEO on 3/13/2016, reflects bill back expenses from corporate that Monroe is allowed to add back to NOI for debt yield maintenance test calculation 7.3 (1.8) (1.8) (0.3) I (0.3) 22.1 (10.9) (8.4) 22.1 (10.9) (8.4) (8.6) (3.5) 5.2 (8.6) 8#9Project Roosevelt Morgan Stanley Section 2 Strictly Confidential Lodging Capital Markets Observations 9#10Project Roosevelt • "After uneven results throughout the year, performance of Manhattan hotels notably declined in November and December, resulting in a revenue per available room ("RevPAR") decrease of 3.0 percent in the fourth quarter. For the year, Manhattan's RevPAR declined for the first time since 2009." • "While average daily rates ("ADR") increased marginally in October, minor declines in occupancy levels offset these gains. In November and December, both ADR and occupancy levels decreased, compared to year-ago levels, resulting in sizeable RevPAR declines. ADR was the primary factor contributing to declining RevPAR performance in the fourth quarter, declining 3.3 and 3.7 percent in November and December, respectively. Overall, Manhattan hotels experienced both decreasing occupancy and ADR in 2015, resulting in a RevPAR decline of 2.3 percent for the year." - PWC Manhattan Lodging Index 4Q15 Morgan Stanley LODGING CAPITAL MARKETS OBSERVATIONS Lodging Sector Recent Performance / Outlook Tier 1 Comps / REIT Peers AV / NTM EBITDA 15.0x 14.0x 13.0x 12.0x 11.0x 10.0x 9.0x Feb-14 Mar-14 Avg TIER 1 Source Capital IQ PKF Growth Forecasts 2016E U.S. as of 3Q 2014 Occ RevPAR 5.9% 0.1% 5.8% ADR May-14 Jul-14 Sep-14 Oct-14 Dec-14 Feb-15 Apr-15 Jun-15 Jul-15 Sep-15 Nov-15 Jan-16 Mar-16 Avg Lodging REIT A to 3Q 2014 New York 4.6% 0.9% 5.6% A to 3Q 2014 Miami 6.6% -0.4% 6.2% A to 3Q 2014 LA 5.4% 0.5% 6.0% A to 3Q 2014 Source PKF Hospitality Research as of 1Q 2015 Occ RevPAR 6.3% 0.2% 6.5% ADR 0.4% 0.3% 0.7% 3.5% -0.3% 3.2% (1.1%) (1.2%) (2.4%) 5.5% 0.0% 5.5% (1.1%) 0.4% (0.7%) 5.3% 0.1% 5.4% (0.1%) (0.4%) (0.6%) as of 3Q 2015 Occ RevPAR 5.9% 0.4% 6.3% ADR 0.0% 0.5% Strictly Confidential 0.5% 2.1% -1.7% 0.3% (2.5%) (2.6%) (5.3%) 3.2% -2.8% 0.3% (3.4%) (2.4%) (5.9%) 5.9% 0.4% 6.3% 0.5% (0.1%) 0.3% ADR 11.0x as of 4Q 2015 Occ RevPAR 6.5% -0.5% 5.9% 0.6% (0.4%) 0.1% 3.5% -1.0%! 2.5% (1.1%) (1.9%) (3.1%) 3.5% 2.5% 0.8% (3.1%) (2.1%) (5.4%) 7.0% 1.0% 8.1% 1.6% 10.7x 0.5% 2.1% 10#11● Project Roosevelt Since 2009, Monroe has been valued at a premium to its peers as a multiple of EBITDA Monroe's multiple has been more volatile than the peers over the last six months - Consensus estimates for Monroe only comprised of one analyst's estimates and are materially different from Company estimates • Current AV / Consensus EBITDA multiples are lower than the 3-year and 7-year average multiples AV / NTM EBITDA Tier 1 C.Corps Averages LTM 12.7x Last 3 Yrs 13.0x Last 5 Yrs 12.4x Last 7 Yrs 12.8x REITS 11.5x 12.5x 12.4x 12.8x Morgan Stanley Monroe 16.1x 16.4x 16.8x 16.8x LODGING CAPITAL MARKETS OBSERVATIONS Historical Lodging Valuation AV / NTM Consensus EBITDA (3) Consensus NTM Since Monroe IPO (2/14/2006) - As of 3/11/2016 30 25 20 15 10 5 0 Monroe Source Capital IQ 25 2006 20 15 AV / NTM Consensus EBITDA (3) August 2006 - March 2016 10 5 2007 0 2006 2007 -Tier 1 C-Corp Comps 2008 2008 -Tier 1 C-Corp Comps (¹) Source Capital IQ تا یا سنترال 2008 2009 2009 -Lodging REITS (2) 2010 Average: Monroe: 15.0x Comps: 12.4x 2010 2011 Average: C-Corps: 12.4x REITS: 12.3x 2011 Notes 1. Includes BEL, H, HOT, HLT, IHG, and MAR 2. Includes AHP, AHT, BEE, CHSP, CLDT, DRH, FCH, HT, HPT, HST, INN, LHO, PEB, RHP, RLJ and SHO 3. Consensus estimates from CaplQ 2012 2012 2013 2013 Strictly Confidential 2014 2014 2015 2015 15.57 11.7x 2016 11.7x 10.1x 2016 11#12Project Roosevelt Morgan Stanley Section 3 Monroe Valuation Strictly Confidential 12#13Project Roosevelt The property includes 3,500 SF at-grade and 25,000 SF below-grade of potential retail space currently unutilized by the Company - DCF is based on in-place cash flows and exclude the valuation of the retail component whereas the BOVS and expected level of proposals do include it Morgan Stanley MONROE VALUATION Hudson Valuation Hudson Cash Flow Projections SMM of Rooms Revenue (-) Departmental Expenses (-) Undistributed Expenses (-)Management Fees (-) Fixed Charges (-) EBITDA (1) (-) Recent Property Performance Adj (=) EBITDA After Adj. (-) FF&E/Capex Reserve (=) Net Operating Income (-) SRO Conversion (-) Maintenance Capex (=) Cash Flow 2013A 2014A 2015E 2016E 888 878 878 878 Meeting Space (sqft) Debt Peak EBITDA (2007) 81.5 (16.7) (2.5) 18.6 18.6 (3.3) 15.3 (24) 12.9 Key Stats Ownership Type Keys 2016E ADR 2016E Occupancy 2016E RevPAR 2016E Revenue 2016E EBITDA (¹) # Restaurants / Nightclubs etc. 19.3 85.2 80.8 85.2 91.4 94.8 (38.9) (38.6) (40.7) (41.2) (42.2) (43.1) (16.9) (15.7) (16.9) (17.3) (17.6) (18.0) (26) (26) (2.6) (2.7) (28) (7.5) (7.8) (79) (8.3) (8.5) (8.8) 16.3 17.1 18.2 20.3 22.1 19.3 (0.8) 16.3 16.3 (3.2) 15.9 (1.4) (26) 11.9 (24) 13.1 (24) 10.6 12.9 (25) 2017E 888 10.4 87.6 - 18.2 20.3 22.1 (3.5) (3.7) (3.8) 16.7 14.7 18.3 2018E 2019E 898 908 (2.6) 12.1 (2.7) 13.9 15.5 Fee Simple (condominium) 878 (938 including SROS) $225 88% $197 $85.2MM $16.3MM 6 5,599 $280MM $36.7MM Hudson Implied Forward Cap Rates SMM Illustrative Value SMM 275 300 Broker Opinions of Values Unencumbered Values (6) Strictly Confidential EBITDAX 12.0x 14.5x 14.9x 13.8x Implied 2016E Metrics Present Value of Cash Flows 10.6 High (@7.0%) 9.7 9.5 10.2 Low (@ 9.0%) Cap Rate High (@7.0%) 244.5 222.9 Low (@9.0%) 2016E 4.7% Broker (5) Encum. Value JLL (4) 340.7 HWE 327.5 Eastdil 294.1 Avg 1320.8! HIGH Hudson Discounted Cash Flow Valuation (7) SMM Terminal Value at Stated Exit Cap Rates 4.3% 2016E 2017E 2018E Total Value at Stated Exit Cap Rates Cap Rate High (@ 7.0%) Low (@ 9.0%) 5.50% 6.00% 287.9 264.3 11.4 10.8 5.50% 6.00% 6.50% 224.1 206.9 204.3 188.6 Cap Rate EBITDA NOI 28.5 24.3 7.1% 5.7% 22.5 18.7 5.5% 21.2 17.4 6.1% 24.1 20.1 2017E 5.4% 2016E 4.9% 11.8 11.0 7.00% 2019E PV of CF 192.1 175.1 43.5 41.4 6.50% 7.00% 267.6 250.31 235.5 245.71 230.0 LOW (AVERAGE) 216.5 Notes 1. View of Monroe interim CEO shared with Morgan Stanley on March 11, 2016 that Hudson will likely meet but not exceed 2015 performance in 2016 (3/11/16 Diligence Session) 2. 4% FF&E reserve deducted from management's asset EBITDA in all years; maintenance capex of 3% of revenue assumed in all years 3. Hudson's 878 rooms include 72 former single room dwelling ("SROS") units that have been converted to hotel rooms since 2009, the 878 room count excludes 60 SROS which remain and provide upside potential at Hudson; cost of conversion of to $200K per unit 4. Based on average of multiple valuation methodologies; management fees of 3.0% of total revenues 5. Based on projected performance and capitalized NOI, management fees of 2.0% of total revenues 6. 5-year NPV valuation, includes midpoint values for retail of $17.5MM (57 street) and $4.3MM (58 street); metrics net of $2,4MM capex management fees of 3.0% of total revenues 7. Discount rates per IRR Viewpoint 2016: Terminal value calculated by applying stated cap rate to 2020 NOI, NOI projected to grow 3% from 2019 to 2020 13#14Portions of this exhibit marked [*] are requested to be treated confidentially Project Roosevelt Morgan Stanley MONROE VALUATION Delano Valuation Delano Cash Flow Projections SMM # of Rooms Revenue (-) Departmental Expenses (-)Undistributed Expenses (-) Management Fees (-) Fixed Charges (=) EBITDA (-) FF&E / Capex Reserve (2) Net Operating Income (-) Renovation (-) Maintenance Capex (=) Cash Flow 2013A 2014A 2015E 194 194 47.5 12.5 (19.3) (18.6) (10.0) (8.2) (2.0) (3.8) (1.9) 10.6 (0.2) (1.4) 8.9 Key Stats Ownership Type Keys 2016E ADR 2016E Occupancy 2016E RevPAR 2016E Revenue 2016E EBITDA # Restaurants /Nightclubs etc. Meeting Space (sqft) Debt Peak EBITDA (2008) 48.8 47.7 (17.7) (18.1) (18.6) (8.3) (8.7) (0.6) (1.4) (1.4) (3.5) (2:4) (2.5) 17.9 (2.0) 16.0 (1.5) 14.5 17.9 15.9 2016E 2017E 194 194 14.5 48.2 17.5 15.6 (1.4) 49.4 (1.9) (2.0) 14.1 17.8 (19.1) (19.7) (9.0) (9.2) (9.5) (1.5) (1.5) (1.6) (2.6) (2.7) (27) 15.8 (1.5) 2018E 2019E 194 194 14.3 50.8 18.3 (2.0) 16.3 (1.5) 52.4 14.7 18.9 (2.1) 16.8 (1.6) 15.2 Fee Simple 194 $488 69% $349 $48.2MM $17.5MM 5 1,633 $170MM $21.8MM Delano Forward Cap Rate Valuation SMM 2016E NOI Cap Rate Gross Value [**********] Strictly Confidential $15.6MM Delano Valuation Reference Points SMM Asset Bids Present Value of Cash Flows High (@ 7.0%) Low (@9.0%) 6.5% 13.2 12.9 239 12.5 12.1 11/14/14 9/14/15 5/28/15 10/24/14 Delano Discounted Cash Flow Valuation (2) SMM 2016E 2017E 2018E 2019 PV of CF Terminal Value at Stated Exit Cap Rates Cap Rate High (@ 7.0%) Low (@9.0%) 6.00% 6.50% 205.3 189.5 187.2 172.8 Total Value at Stated Exit Cap Rates Cap Rate High (@7.0%) Low (@ 9.0%) 12.0 11.4 Notes 1. 4% FF&E reserve deducted from management's asset EBITDA in all years; maintenance capex of 3% of revenue assumed in all years 2. Discount rates per IRR Viewpoint 2016, Terminal value calculated by applying stated cap rate to 2020 NOI. NOI assumed to grow 3% from 2019 to 2020 $15.6MM 7.0% 7.00% 176.0 160.4 222 6.00% 6.50% 7.00% 254.7 238.9 234.3 219.9 11.6 10.8 7.50% 164.3 149.7 7.50% 225.3 213.61 112 1 207.61 196.9 LOW (AVERAGE) 175 194 220 250 HIGH 49.3 47.2 14#15Portions of this exhibit marked [*] are requested to be treated confidentially . . Project Roosevelt Reported conversations with [*************] suggest they would be willing to buy the leasehold interest unencumbered for $5MM to $10MM As compared to previous model (October 16, 2015) anticipated approximate EBITDA margins have decreased 2% to 5% per year for 2016E-2019E Morgan Stanley MONROE VALUATION Clift Valuation Clift Cash Flow Projections SMM # of Rooms Revenue (-) Departmental Expenses (-)Undistributed Expenses (-) Management Fees (-) Fixed Charges (=)EBITDA (-) FF&E/ Capex Reserve (-) Net Operating Income (-) Ground Rent Payment (-) Cash Flow 2016E Present Value of Cash Flows High (@ 7.0%) 4.8 Low (@9.0%) 4.7 2013E 2014E 2015E 2016E 2017E 2018E 372 372 372 372 372 372 42.1 Cap Rate High (@7.0%) Low (@9.0%) (22.6) (23.5) (11.9) (12.0) (1.7) (1.8) (2.0) (2.1) 4.0 4.6 (1.7) (1.8) 2.3 44.1 Clift Discounted Cash Flow Valuation (2) SMM 2017E 5.2 5.0 (6.0) (6.4) (7.6) (7.6) (3.6) (3.5) (2.2) (2.4) Terminal Value at Stated Exit Cap Rates 2.9 58.9 53.6 Total Value at Stated Exit Cap Rates Cap Rate High (@7.0%) 6.25% 6.75% 82.5 77.8 76.1 71.8 Low (@ 9.0%) (25.1) 45.6 47.9 50.0 (22.3) (23.7) (24.4) (12.4) (13.2) (13.6) (1.8) (1.9) (2.0) (2.1) (1.9) (2.0) (2.1) (2.1) (14.0) 7.2 (1.8) 7.1 (1.9) 5.4 6.25% 6.75% 7.25% 63.6 54.8 57.9 49.9 4.8 4.6 5.2 7.25% T 1 73.81 168.11 RANGE 2018E 2019E PV of CF 4.1 3.8 7.75% 51.3 46.7 7.75% 7.9 70.2 64.9 (2.0) 5.9 (7.6) (1.7) 19.0 18.1 51.3 8.0 (2.1) 5.9 (7.6) (1.7) Key Stats Ownership Type Keys 2016E ADR (25.7) (143) 2016E Occupancy (2.1) 2016E RevPAR (22) 2016E Revenue 7.5 2016E EBITDA # Restaurants / Nightclubs etc. 2019E 372 51.8 (2.1) 5.4 (7.8) Meeting Space (sqft) (2.4) Capitalized Lease Obligation (As of 12/31/2015) Net Clift Valuation (3) SMM Fee Simple Ownership Capital Lease Obligation (12/31/15) Implied Value of Leasehold Value of Contract (4) Strictly Confidential Net Value to Monroe High 73.8 (94.7) (21.0) 37.7 16.7 99-Yr Lease 372 $279 93% $259 Low 68.1 (94.7) (26.6) 29.4 2.7 Notes 1. 4% FF&E reserve deducted from managements asset EBITDA projections 2. Discount rates per IRR Viewpoint 2016; Terminal value calculated by applying stated cap rate to 2020 NOI. NOI assumed to grow 3% from 2019 to 2020. Cap rates increased by 25 bps to reflect increased risk of ground lease 3. Net Value to Monroe reflects fee simple ownership interest less capital lease obligation plus value of Hotel Management Agreement 4. Value of Clift contract shown at a range of 9.4x-12.1x 2016E Fees based on the current range of 2016E EBITDA multiples of HLT, H, MAR, and HOT $47.9MM $7.1MM 4 4,209 $94.7MM 15#16. ● Project Roosevelt Since 2008, Monroe has accumulated an NOL balance of -$433MM as of 12/31/15 Management projects positive taxable income in 2016 (mainly due to termination fee income) and consistent positive taxable income starting in 2018 • If taxable income remains positive after 2018, all NOLS must be utilized (or expire) by 2038 • Tax savings from NOLS discounted at Monroe's weighted average cost of capital with an applied 43% tax rate to estimate present value - Weighted average cost of capital used as discount rate includes tax-affected cost of debt Disclaimer: Morgan Stanley does not provide tax, accounting or legal advice and the information contained herein does not constitute such advice or any other form of advice for the recipient. Morgan Stanley MONROE VALUATION Net Operating Loss Valuation Utilization Assuming Status Quo Case Monroe Taxable Income $000s Discount Rate NOL Value Sensitivity SMM 2007A 2008.A 2009A 2010A 2011A 2012A 2013A 2014A 2015A 2016E 2017E 2018E 2019E 678 (11,144) (19,078) (102,151) (87,514) (55,808) (43,589) (48,563) (28,143) 14,803 (2,285) 5,887 12,662 8.1% 8.7% 9.3% 0.0% Taxable Income Growth After 2019 2.5% 5.0% 7.5% 49.0 46.6 44.3 56.8 53.8 51.0 65.6 61.8 58.4 69.2 65.4 61.9 10.0% 72.1 68.3 64.7 Strictly Confidential Assumptions 43% Corporate Tax Rate Taxable Income per management projections through 2019, grown at designated growth rate thereafter . . Additional Notes A buyer's value for any NOLS would be based on utilization in any given year collared by the projected year's taxable income and the maximum amount allowable under the IRS code section 382 ● In a change of control transaction, use of NOLS will generally be limited to an annual amount equal to the product of the purchase price paid for the target equity multiplied by a rate published monthly by the IRS (most recent rate is 2.65%); most NOLS have a 20-year life Asset sales in the first five years post-acquisition will generally be treated as exceptions to the 382 limitation 16#17• Owned assets valued at a range of bids received to high end of DCF range . Project Roosevelt . - High end of bids from bidders with known capital sources - DCF at discount rate range of 7.0%-9.0% - Exit cap rate at 7.0% Management business, including F&B business, net of public company costs, is valued at the current trading range of the Tier 1 peers: 9.4x-12.6x The lower practical limit for common equity value would be $0, so in cases where the number shown is negative, and assuming the asset or entity values estimated, other portions of the capital structure would experience value impairments so as to reflect a zero or nominal positive value for the common equity Notes 1. Company has written down equity value in JV interest of Mondrian South Beach to S0. JV interest and associated debt excluded from this analysis 2. Management company EBITDA shown includes F&B EBITDA, is net of public company G&A, and excludes $1.8MM of fees from terminated contracts 3. Value of Pipeline Under Construction based on cash flows through stabilization discounted to 12/31/2015 at the company's WACC; terminal value of the recurring management EBITDA calculated by applying a margin to stabilized fees and discounting back to 12/31/2015 at the company's WACC 4. NOL asset valued as 0% (low), 50% (mid-point) and 100% (high) of the total present value of Monroe accumulated NOLS as of 12/31/2015 given likelihood of an asset sale which absorbs much of the NOL in any scenario 5. Preferred stock accrued dividends as of 3/31/2016 Morgan Stanley MONROE VALUATION Sum-of-the-Parts Analysis Monroe - Value of Business and Selected Trading Statistics (SMM, except per share metrics) Real Estate Value of Owned Properties Hudson Value Delano Value Gross Clift Value Value of Clift Lease Obligation Implied Value of Clift Leasehold Gross Real Estate Value Less: Existing Property Debt of Owned Properties Delano South Beach Hudson Hudson Capital Lease Total Property Level Debt Net Real Estate Value (¹) Management Company Value 2016E Management Co. EBITDA less G&A (2) 2016 EBITDA Multiple (Tier 1 Peers) Net Management Company Value Other Assets PV of Pipeline Under Construction (3) PV of Lost Contracts (Termination & Mgmt Fees) MB Vegas Lease NOLS (4) Cash Other Liabilities Liability to Subsidiary Trust MB Vegas Lease Preferred & Accrued Dividends (5) Sasson / Masi Default Interest Sum-of-the-Parts Valuation (+) Fully Diluted Number of Shares (=) Sum-of-the-Parts Valuation per Share (=) Sum-of-the-Parts Valuation per Share (w/ Clift Leasehold at Negative Value) (-) Sum-of-the-Parts Valuation per Share (w/o NOLs) Source Company Information Low 248 DCF-Low 211 DCF-Low 68 (95) 459 (159) (263) (6) (428) 31 3.4 9.4x 32 8 12 5 18 (50) (5) (133) (3) (86) 35.9 ($2.39) ($3.13) ($2.39) 1 + I 1 + 1 1 + I 1 4 I 1 + 1 T 4 I T 4 1 T 1 T 1 I T 1 1 T 1 1 T 1 1 T 1 1 T 1 I T 1 I T L I t 1 1 t I Strictly Confidential Mid 284 Mid Point 230 Mid Point 71 (95) 515 (159) (263) (6) (428) 87 3.4 11.1x 38 9 12 5 23 18 (50) (5) (133) (3) 0 35.9 $0.01 ($0.66) ($0.64) I I I I 1 + 1 1 + 1 1 + I 1 1 1 + I 1 + I T 1 T 4 T 4 I T J I T L 1 T 1 1 T 1 I T L I 1 I 1 High 321 BOV-High 250 Asset Bids 74 (95) 571 (159) (263) (6) (428) 143 3.4 12.6x 43 10 12 5 47 18 (50) (5) (133) (3) 85 35.9 $2.37 $1.79 $1.08 17#18Project Roosevelt • The tier one peers' 2016E EBITDA multiple range is 9.4x to 12.6x Morgan Stanley MONROE VALUATION Trading Comparables Analysis Hotel C-Corp Peers Closing Prices as of March 11, 2016 Tier 1 Peers HILTON HYAIT INTERCONTINENTAL 9 Marriott O BELMOND starwood Doorked Average Tier 1 Min Tier 1 Max Tier 1 Tier 2 Peers CHOICE HOTELS ANTOORARIONES DAY QUINTA WYNDHAM Average Tier 2 Min Tier 2 Max Tier 2 Share Price $21.26 $47.23 $39.50 $68.89 $9.48 $70.42 $52.11 $15.13 $11.56 $76.52 % of 52-Week High 67.3% 78.3% 88.3% 81.0% 71.5% 80.0% 79.8% 68.8% 46.4% 82.6% Average Source SNL Financial, Capital IQ, Morgan Stanley and Company reports Equity Value 21,082 6,455 9.327 17,650 961 12,043 2,973 3.111 1,445 8,756 Aggregate Value 31,232 7,377 9.866 21,661 1,408 13,543 3,593 5.500 3,073 13,796 EBITDAX 2016 10.1x 9.4x 12.6x 11.2x 11.4x 12.1x 11.1x 9.4x 12.6x 14.2x 9.0x 8.3x 10.0x 10.4x 8.3x 14,2x 10.8x 2017 8.9x 11.6x 10.4x 10.7x 11.6x 10.4x 1 8.9x 11.6x1 13.4x 8.5x 8.0x 9.5x 9.9x 8.0x 13.4x 10.2x 2015 EPS Payout 0% 81% 27% 0% 52% 31% 0% 81% 35% 74% 0% 35% 36% 0% 74% 33% Strictly Confidential Dividend Yield 1.3% 0.0% 2.8% 1.5% 0.0% 2.1% 1.3% 0.0% 2.8% 1.6% 4.5% 0.0% 2.6% 2.2% 0.0% 4.5% 1.6% Debt! Trailing Debt Total EBITDA Market Cap 3.7x 1.8x 22x 2.6x 5.1x 2.0x 2.9x 1.8x 5.1x 3.4x 4.6x 4.3x 3.8x 4.0x 3.4x 4.6x 3.4x 34% 18% 15% 19% 38% 17% 23% 15% 38% 21% 47% 54% 37% 40% 21% 54% 30% 18#19Project Roosevelt Application of peer EBITDA multiples assumes comparable reduction for rent in computing EBITDA from EBITDAR • The lower practical limit for common equity value would be $0, so in cases where the number shown is negative, and assuming the asset or entity values estimated, other portions of the capital structure would experience value impairments so as to reflect a zero or nominal positive value for the common equity Monroe trades at 14.7x aggregate value / consensus 2016E EBITDA. Consensus EBITDA of $44.5MM is 23% above management's projected $36.2MM EBITDA. Monroe's multiple implied by management's EBITDA estimate is 18.1x Fully Diluted Share Count Common Stock LTIP Units Membership Units Restricted Stock Dilution from Stock Options Dilution from Warrants Shares Before Warrants Warrant Dilution at Current Share Price Share Price as of 03/11/16 Warrants Exercise Price Dilution (5) Total Shares Outstanding Dependent on Price 35.9 34.7 0.9 0.1 02 Morgan Stanley $1.63 12.5 $6.00 35.9 MONROE VALUATION 2 Trading Comparables Analysis Implied Monroe Valuation $MM, as of 12/31/2015 EBITDAR Clift and Hudson Rent Adj. EBITDA (¹) Peers' Multiple Implied Value Plus: NOLS (2) Plus: PV of Lost Contracts (Termination & Mgmt Fees) Plus: Cash Implied Gross Value Less: Property Debt Less: Liability to Subsidiary Trust Less: Restaurant Lease Note Less: Preferred Stock Less: Preferred Stock Accrued Dividends Less: Sasson / Masi Default Interest Total Debt +Preferred (4) Net Value (3) Diluted Shares $ / Share Incremental EBITDA to Achieve 3/11/16 Share Price of $1.63 $/Share (w/o NOLS) Low 44.3 (8.1) 36.2 9.4x 341 12 18 371 2016 Mid 44.3 (8.1) (8.1) 36.2 12.6x 455 23 47 12 12 18 18 456 531 (422) (422) (50) (50) (5) (5) (75) (58) (3) High 44.3 36.2 11.1x 403 (422) (50) (5) (75) (58) (3) (613) (613) (242) (158) 35.9 35.9 35.9 ($6.74) ($4.38) ($2.29) $19.4MM ($6.74) ($5.03) ($3.59) (75) (58) (3) (613) (82) Source SNL Financial, Capital IQ, Morgan Stanley and Company reports Notes 1. EBITDA represents management projections, excludes $1.8MM of fees from lost contracts 2. NOL asset valued as 0 % (low), 50% (mid) and 100% (high) of the total present value of Monroe accumulated NOLS as of 12/31/2015 3. Preferred stock accrued dividends as of 3/31/2016 Strictly Confidential Low 48.6 (8.1) 40.5 8.9x 359 2017 48.6 (8.1) 40.5 10.4x 422 23 12 18 475 (422) (50) (5) (75) (58) (3) (613) (139) 35.9 35.9 ($6.25) ($3.85) ($1.90) $18.9MM ($6.25) ($4.50) ($3.20) 12 18 389 (422) (50) (5) (75) (58) (3) (613) (224) 35.9 Mid High 48.6 4. Total Debt and Preferred excludes capital leases at Clift and Hudson; EBITDA is net of rent expense for both leases; Company has written down equity value in JV interest of Mondrian South Beach to $0. JV interest and associated debt excluded from this analysis 5. Dilution from assumed exercise of 12.5MM warrants with $6.00 strike price (if in-the-money) (8.1) 40.5 11.6x 469 47 12 18 545 (422) (50) (5) (75) (58) (3) (613) (68) 19#20Project Roosevelt Cost of equity "floor" in Mid and High WACC estimates based on cost of preferred equity . • Unquantified execution risks - Assumes 20% preferred equity can be refinanced at between 10% (low WACC) and 15% (high WACC) for forecast period • Monroe's weighted average cost of capital not adjusted to tax-affect the cost of debt due to NOL tax shield Morgan Stanley MONROE VALUATION 3(a) Discounted Unlevered Cash Flow Analysis - Inputs Weighted Average Cost of Capital Monroe WACC Analysis: CAPM Method Assumption Risk Free Rate (R₂) Predicted Beta Market Risk Premium (MRP) Cost of Equity (K₂) Pre-tax Cost of Debt (KD) Post-tax Cost of Debt (Kg) Cost of Preferred (K₂) Debt/Total Capitalization Weighted Average Cost of Capital (WACC) Notes Interpolated 15-year risk free rate (¹) U.S. Local Predicted Beta per Barra Morgan Stanley estimated market risk premium Calculated using the Capital Asset Pricing Model Blended rate based expected current capital structure (3) Based on expected capital structure (3) K₂ *E/(D+E+P) + K, *(1-1) * D/(D+E+P) + K, *(1-1) D/(D+E+P) Low 2.1% 1.62 6.0% 11.8% 5.8% 5.8% 10.0% 91.3% Strictly Confidential 7.2% Mid 12.5% 5.8% 5.8% 12.5% 91.3% 7.7% High 15.0% 5.8% 5.8% 15.0% 91.3% 8.5% Notes 1. Represents average remaining term of managements contracts for Monroe; yield of 15-year treasury obtained by interpolating the geometric midpoint of the spot rate between the 10-year and 20-year treasury 2. Per Capital IQ (Long-Term US Predicted Beta) 3. Company capital structure at 3/31/2016 adjusting for debt yield maintenance paydown in Feb. 2016 20#21● Project Roosevelt Assumptions - Unlevered Discount Rate: 7.2%-8.5% (all terminal values discounted at 7.2%) - Exit EBITDA Multiple for Management Company and Owned Hotels of 11.5x - 13.5x - Reflects blended exit multiple of long term sector averages +/- 1.0x - Assumes going concern valuation: no transaction costs Unquantified execution risks - Forecast period: assumes 20% preferred equity can be refinanced at between 10% (low WACC) and 15% (high WACC) - Assumes terminal period going concern achieves ability to attract preferred equity at a 10% cost of capital (4) Morgan Stanley MONROE VALUATION 3(a) Discounted Unlevered Cash Flow Analysis As of 12/31/2015 Monroe Unlevered Free Cash Flows (1) SMM, unless otherwise noted Owned Hotel EBITDA (After Rent) Management Co., EBITDA F&B EBITDA Corporate G&A Termination Fees Capex Sason/Massi Default Interest Other Cash Flow Adjustments Monroe Unlevered Cash Flow PV of Cash Flows - Low PV of Cash Flows - Mid PV of Cash Flows - High Terminal Values SMM, unless otherwise noted Owned Hotel EBITDA (After Rent) Management Co. EBITDA Corporate G&A Terminal Value ex. Unidentified PV of Terminal Value 2016E 2017E 32.8 35.8 5.2 3.0 (3.0) 10.9 (6.4) (3.0) (3.2) 36.3 33.5 33.7 33.9 2020E 41.4 13.4 (3.4) 4.5 3.3 (3.1) (6.6) (2.7) 31.2 26.5 26.9 27.2 Low Multiple 11,58 115 1150 590.5 422.9 2018E 38.6 5.9 3.4 (3.2) 11 (6.8) (2.6) 35.3 27.7 28.2 28.6 641.8 2019E 40.2 459.7 9.4 3.5 (3.3) (7.0) WE (1.8) 41.0 29.7 30.5 Mid High Multiple Multiple 1250 135 125 1357 25 135 693.2 31.1 496.5 2020E 41.4 9.7 3.6 (3.4) 117.3 119.2 120.8 Present Value Summary (5) SMM, unless otherwise noted Total PV Unlevered Cash Flows Plus: PV of Terminal Value Gross Value Strictly Confidential Less: Hudson Mortgage Less: Delano Mortgage Less: Liability to Subsidiary Trust Less: Restaurant Lease Note Less: Preferred Stock Less: Accrued Unpaid Preferred Dividend Plus: Cash Plus: PV of NOLS Implied Equity Value # of Diluted Shares Implied Price per Share Implied Price per Share (w/o NOLs) Notes 1. Based on management estimates 2016-2019, 2020 based on 2019 grown at 3% (pipeline incentive fees grown at 6%) 2. Includes working capital changes, proceeds from asset sales (2016 only), and restructuring, development, and disposal costs 3. Management company EBITDA shown includes F&B EBITDA Low 117 119 423 460 540 579 (263) (263) (159) (159) (50) (50) (5) (5) (75) (75) (58) (58) 13 18 13 9 (48) Mid 35.9 0 ($1.33) 35.9 $0.01 ($1.57) (50.49) High 121 497 617 (263) (159) (50) (5) (75) (58) 13 29 49 4. Terminal value assumes going concern achieves more typical capital structure. Utilizes tier 1 lodging long term beta of 1.3, risk free rate of 2.1%, market risk premium at 6%, and weighting of 30% debt and 10% pref to total capitalization based on tier 1 lodging comps to calculate WACC 5. Preferred equity, cash, and mortgage balances shown as of 3/31/2016, present value summary assumes no terminal value for Clift leasehold or Mondrian SoHo termination fee / settlement 21 6. Represents present value of NOLS at the end of the projection period (Year 2019) discounted back to present (Year 2015)-value shown at 25%, 50%, and 75% in low, mid, and high case, respectively 35.9 $1.38 $0.57#22Project Roosevelt Assumptions - Preferred equity continues PIK with no cash component - Cost of Equity: 11.8%-15.0% - Exit EBITDA Multiple for Total EBITDA of 11.5x- 13.5x - Reflects blended exit multiple of long term sector averages +/- 1.0x - Assumes going concern valuation: no transaction costs Unquantified execution risks - Forecast period: assumes 20% preferred equity can be refinanced at between 10% (low WACC) and 15% (high WACC) - Cost of equity floor set by preferred coupon - Terminal period: going concern achieves ability to attract preferred equity at a 10% cost of capital - Cost of equity then based on CAPM for Mid and CAPM+100bps for High Morgan Stanley MONROE VALUATION 3(b) Discounted Levered Cash Flow Analysis As of 12/31/2015 Monroe Levered Cash Flows SMM, unless otherwise noted Total EBITDA (After Rent) Interest Expense Capex Debt Yield Test & Lease Note Repayment Other Cash Flow Adjustments Monroe Levered Cash Flow PV of Cash Flows-Low PV of Cash Flows - Mid PV of Cash Flows - High 2016E 38.0 (29.5) (6.4) (29.6) 3.6 (23.8) (20.7) 2017E 40.5 (21.3) (29.5) (26.1) (26.1) (6.6) (3.8) (25.6) (19.4) (21.1) (20.2) 2018E (20.5) 44.6 (6.8) (1.0) (3.8) 7.0 4.6 4.9 5.0 2019E 49.8 (26.1) (7.0) (7.9) (3.1) 5.7 3.2 3.5 3.6 2020E 51.3 (32.2) (32.9) (33.1) Strictly Confidential Terminal Value Summary (2²) SMM, unless otherwise noted FV of Terminal Value Plus: FV of NOLs) FV of Gross Value Less: Hudson Mortgage Less: Delano Mortgage Less: Liability to Subsidiary Trust Less: Preferred Equity (4) Less: Cash Balance FV of Terminal Equity Value (x) PV Factor PV of Terminal Equity Value Plus: PV of Levered Cash Flows PV of Total Equity Value # of Diluted Shares Implied Price per Share Implied Price per Share (w/o NOLs) Notes 1. Based on management estimates 2016-2019 2020 based on 2019 grown at 3% (pipeline incentive fees grown at 6%) 2. Terminal Value summary assumes no terminal value for Cift leasehold or Mondrian SoHo termination fee /settlement 3. Represents present value of NOLS at the end of the projection period (Year 2019) 4. Terminal balance calculated by growing the 9/30/2016 balance of preferred equity at the preferred cost assumption in the appropriate column's WACC assumption Low 590 12 602 (245) 9 (58) 57% (33) (149) (149) (50) (50) (226) (209) (32) Mid (66) 35.9 642 24 666 (245) 9 23 62% 14 (33) (19) High 693 35.9 38 731 (245) (149) (50) (205) 9 92 64% 59 (33) 26 35.9 ($1.82) ($0.52) $0.72 | ($2.01) ($0.94) $0.05 22#23. Project Roosevelt Analysis assumes that Yucaipa preferred equity is retired and Trust Preferred stays in-place - To fully redeem the Yucaipa preferred, total sale price for Hudson and Delano would have to be $555MM or higher(¹) - Trust preferred ($50MM) has put rights for "sale of all or substantially all" of the Company's assets; this analysis assumes that the servicer agrees to keep in place under current terms Based on a standalone company model, near-term cash flows are negative for several years Sources and costs of funding capital shortfalls are unclear for a sub-scale company with little to no EBITDA or levered cash flow through at least 2018 Terminal Value Adjustment 12/31/2019 Trust Preferred Yucaipa Preferred Cumulative CF MBLV Lease NOLS Total Adjustments (50) (6) (5) 6 (54) Morgan Stanley MONROE VALUATION Post-Asset Sale Standalone Monroe (cont'd) Cash Flows under various growth and G&A scenarios Cash Flow - Sell Both Assets Management Projections Management Fees - Existing Management Fees - Under Construction Total Fees Owned Operations Total Revenues Management Expenses Public Company Expenses EBITDA Corporate Debt Levered Operating Cash Flow Total Net Cash Flow Ending Cash Balance Sources & Uses Sources Sale of Hudson Sales of Delano Return of Escrow Termination Fees Balance Sheet Cash Total Sources Uses Hudson Mortgage Delano Mortgage Selling Costs Repayment of Preferred Balance Sheet Cash Total Uses 310 240 5 10 7 572 263 159 17 133 572 2016E 16.6 16.6 1.8 18.3 (14.1) (3.0) 1.2 (3.7) (2.5) Note 1. Includes estimated brokerage fees; does not include additional friction costs such as transfer taxes (2.5) (2.5) Total Net Cash Flow Terminal Value (11.5x 2020 EBITDA) Total Net Cash Flow Present Value of Cash Flows PV@ 20.0% Cost of Equity PV @ 22.5% Cost of Equity PV@ 25.0 % Cost of Equity Strictly Confidential 2017E 13.1 2.2 15.2 2.8 18.0 (15.7) (3.1) (0.8) (2.0) (2.8) (2.8) (5.3) Equity Value of Standalone Company Sell Both Assets 2018E 13.5 3.4 16.9 3.1 20.0 (16.2) (3.2) 0.6 (2.1) (1.5) (1.5) (6.8) 2019E 14.0 6.8 20.8 2.5 23.3 (16.7) (3.3) 3.3 (2.1) 1.2 1.2 (5.6) 2016E 2018E 2017E (2.5) (2.8) (1.5) (2.5) (2.8) (1.5) 2020E 14.4 7.4 21.8 2.6 24.3 (17.2) (3.4) 3.7 2019€ 1.2 (11.2) (10.0) $/Sh Total (0.27) (9.7) (2.1) (1.9) (0.9) (4.8) (0.26) (9.2) (2.1) (1.8) (0.8) (4.5) (0.24) (8.7) (2.0) (1.8) (0.8) (4.1) 3333 23#24Project Roosevelt • Selling the Hudson and Delano and retiring the Yucaipa preferred would likely leave Monroe with little to no cash - Assumes Hudson sold for $340MM unencumbered; pro forma preferred balance of $104MM at June 30, 2016 - This analysis assumes Yucaipa preferred is refinanced with a 15% coupon and current-pay/ PIK split on interest . • Based on a standalone company model, near-term cash flows are negative for several years • Sources and costs of funding capital shortfalls are unclear for sub-scale company with little to no EBITDA or levered cash flow through at least 2018 Terminal Value Adjustment 12/31/2019 Trust Preferred Preferred Cumulative CF Mortgage Balance MBLV Lease NOLS Total Adjustments (50) (136) (7) (133) (5) 42 (289) Morgan Stanley MONROE VALUATION Post-Asset Sale Standalone Monroe (cont'd) Cash Flows under various growth and G&A scenarios Cash Flow - Sell Only Hudson Management Projections Management Fees - Existing Management Fees - Under Construction Total Fees Owned Operations Delano EBITDA less FF&E / Capex Total Revenues Management Expenses Public Company Expenses EBITDA Corporate Debt Interest on Remaining Mortgage Preferred Payment Levered Operating Cash Flow Total Net Cash Flow Ending Cash Balance Sources & Uses Sources Sale of Hudson Sales of Delano Return of Escrow Termination Fees Balance Sheet Cash Total Sources Uses Hudson Mortgage Paydown Delano Mortgage Paydown Selling Costs Repayment of Preferred Balance Sheet Cash Total Uses 310 3 10 7 330 263 26 12 29 330 2016E 16.6 16.6 1.8 14.1 32.4 (14.1) (3.0) 15.3 (3.7) (8.1) 3.5 3.5 3.5 2017E 13.1 2.2 15.2 2.8 14.3 32.4 (15.7) (3.1) 13.5 (2.0) (8.1) (8.4) (4.9) (4.9) (1.5) Present Value of Cash Flows PV 20.0% Cost of Equity PV@ 22.5% Cost of Equity [email protected]% Cost of Equity Total Net Cash Flow Terminal Value (11.5x 2020 EBITDA) Total Net Cash Flow Strictly Confidential 2018E 13.5 3.4 16.9 3.1 14.7 34.7 (16.2) (3.2) 15.3 (2.1) (8.1) (9.0) (3.9) Equity Value of Standalone Company Sell Hudson (3.9) (5.4) $/Sh Total (0.99) (35.4) (0.91) (32.6) (0.84) (30.1) 2016E 3.5 3.5 2019E 14.0 6.8 20.8 2.5 15.2 38.5 (16.7) (3.3) 18.5 (2.1) (8.1) (9.7) (1.5) (1.5) (6.9) 2017E 2018E (4.9) (3.9) (4.9) (3.9) 2020E 14.4 7.4 21.8 2.6 15.7 40.0 (17.2) (3.4) 19.4 2019E (1.5) (66.1) (67.5) 2.9 (3.4) (2.3) (32.6) 2.8 (3.3) (2.1) (30.0) 2.8 (3.2) (2.0) (27.7) 24#25Project Roosevelt • Selling the Hudson and Delano and retiring the Yucaipa preferred would likely leave Monroe with little to no cash . - Assumes Delano sold for $240MM; pro forma preferred balance of $137MM at June 30, 2016 - This analysis assumes Yucaipa preferred is refinanced with a 15% coupon and current-pay/ PIK split on interest Based on a standalone company model, near-term cash flows are negative for several years Sources and costs of funding capital shortfalls are unclear for a sub-scale company with little to no EBITDA or levered cash flow through at least 2018 Terminal Value Adjustment 12/31/2019 Trust Preferred Preferred Cumulative CF Mortgage Balance MBLV Lease NOLS Total Adjustments (50) (155) (18) (182) (5) 41 (369) Morgan Stanley MONROE VALUATION Post-Asset Sale Standalone Monroe (cont'd) Cash Flows under various growth and G&A scenarios Cash Flow - Sell Only Delano Management Projections Management Fees - Existing Management Fees- Under Construction Total Fees Owned Operations Hudson EBITDA less FF&E / Capex Total Revenues Management Expenses Public Company Expenses EBITDA Corporate Debt Interest on Remaining Mortgage Preferred Payment Levered Operating Cash Flow Total Net Cash Flow Ending Cash Balance Sources & Uses SMM Sources Sales of Delano Sale of Hudson Return of Escrow Termination Fees Balance Sheet Cash Total Sources Uses Delano Mortgage Paydown Hudson Mortgage Paydown Hudson Yield Maintenance Paydown (After Proceeds) Selling Costs Repayment of Preferred Balance Sheet Cash Total Uses 240 2 10 7 259 159 32 49 5 14 259 2016E 19.1 19.1 1.8 10.4 31.3 (14.1) (3.0) 14.1 (3.7) (11.1) (0.7) (0.7) (0.7) Total Net Cash Flow Terminal Value (11.5x 2020 EBITDA) Total Net Cash Flow 2017E 15.7 2.2 17.9 2.8 12.1 32.8 (15.7) (3.1) 13.9 Present Value of Cash Flows [email protected]% Cost of Equity PV @ 22.5% Cost of Equity [email protected] % Cost of Equity (2.0) (11.1) (9.6) (8.7) (8.7) (9.4) Strictly Confidential 2018E 16.3 3.4 19.7 3.1 13.9 36.7 (16.2) (3.2) 17.3 (2.1) (11.1) (10.3) (6.2) (6.2) (15.6) Value of Standalone Company (Sell Delano) Sell Delano $/Sh Total (1.79) (64.2) (1.66) (59.4) (1.54) (55.1) 2019E 16.8 6.8 23.6 2.5 15.5 41.6 (16.7) (3.3) 21.6 (2.1) (11.1) (11.1) (2.7) (2.7) (18.3) (0.7) (8.7) 2018E 2019E 2016E 2017E (0.7) (8.7) (6.2) (2.7) (0.6) (6.0) (0.6) (5.8) (0.6) (5.6) 2020E 17.3 7.4 24.7 2.6 15.9 43.2 (17.2) (3.4) 22.6 «.. (109.2) (6.2) (111.9) (3.6) (54.0) (3.4) (49.7) (3.2) (45.8) 25#26Project Roosevelt Price per Share, $(1) Methodology Market Reference: Broker Price Target • Single broker with current estimates Valuation Analysis: SOTP (2)(3) • Owned asset valuations based on DCF and private market bids • Management Co. based on comps 2016E EBITDA Multiples Trading Comps (2)(3) • 2016E EBITDA Multiples 3(a) DCF (Unlevered) 3(b) DCF (Levered) MONROE VALUATION Preliminary Illustrative Summary Valuation Monroe Equity Value Per Share (Standalone Case) • 4-year projected unlevered cash flows $0.00 Standalone Asset Sales • Selling one or both hotel assets $0.00 Morgan Stanley $0.00 • 4-year projected levered cash flows $0.00 Excludes Unidentified Contracts $0.00 1 $0.72 0.50 0.00 Notes 1. Negative per share values curtailed at $0.00 2. Based on Tier 1 peers which include BEL, H, HLT, IHG, MAR and HOT $1.30 1.00 I Current Price I (3/12/16) $1.63 $1.38 1 I 1 1.50 1 2.00 I Trousdale Offer $2.25 1 $2.37 2.50 3.00 Strictly Confidential One research analyst covers Monroe; $1.30 price target released the day after Company's 4Q15 earnings call Consensus 2016E EBITDA estimate of $44.5MM compared to management projected $36.2MM (23% delta) Owned asset valued at range of bids, DCF valuations, and BOVS Discount Rate: 7.0%-9.0% - Exit Cap Rate: 7.0%, 7.25% for Clift - EBITDA multiple for Management Business, F&B, and public company costs: 9.4x-12.6x (tier one comps) $23MM of NOL value at the mid-point • Tier one comps 2016E EBITDA range of 9.4x to 12.6x $36.2MM Proj. 2016 EBITDA • $23MM of NOL Value at the mid-point Discount Rate: 7.2% -8.5% (4) Exit EBITDA Multiple for Owned Hotels and Mgmt Business: 11.5x-13.5x Cost of Equity: 11.8%-15.0% Exit Total EBITDA Multiple: 11.5x- 13.5x 3. EBITDA used to determine going concem value does not include lost contracts or termination payments, instead the present value of these cash flows were included in the analysis to obtain a company per share value 4. Terminal value assumes going concem achieves more typical capital structure. Utilizes tier 1 lodging long term beta of 1.3, risk free rate of 2.1%, market risk premium of 6%, and weighting of 30% debt and 10% pref to total capitalization based on tier 1 lodging comps to calculate WACC 26#27Project Roosevelt Morgan Stanley Section 4 Third-Party Alternatives Strictly Confidential 27#28Portions of this exhibit marked [*] are requested to be treated confidentially Project Roosevelt • Select other outbound contacts have been made, with no substantive dialogue to date Morgan Stanley THIRD-PARTY ALTERNATIVES Selected Outreach / "Market Checks" • To gauge market interest in a potential transaction with Monroe, Morgan Stanley contacted a select list of potential investors previously engaged in the Monroe process [************] [************] [************] [************] [************] • Submitted attractive bid in first round, but unable to provide certainty around financing . . . Strictly Confidential . . Remain interested in Monroe but current timeline not feasible from a diligence or financing perspective Participated in previous process with interest in a merger or strategic partnership Potentially interested in a WholeCo bid Will discuss with partners and revert mid-week of March 14th Indicated previously submitted bid letter remains valid (asset deal to acquire Delano and OpCo for $200MM apiece) Based on the implied revenue multiple (-7x) at the time the offer was made, the OpCo valuation would be closer to $125MM(¹) based on current NTM revenue Involved in asset sale process so familiar with two major components of value Digging in on where they might see wholeco value and will provide some feedback on March 14th Submitted offer to merge with a [**] portfolio company that has since been sold Familiar with components of value and the business Will respond with updated feedback early week of March 14th Note 1. $200MM bid was on $28.0MM of revenue, implying -7.1x multiple, but on current revenue of $17.5MM, a-7.1x implies a value of $125MM. Assuming value of Delano at $200MM (per their offer) and Hudson at $310MM, share price is $0.98 28#29Portions of this exhibit marked [*] are requested to be treated confidentially Project Roosevelt THIRD-PARTY ALTERNATIVES Submitted Proposal Summary Terms Trousdale Whole Co Acquisition Proposal • Cash offer of $2.25 per share, submitted March 2nd - [Expiration extended to Wednesday, March 16th] • Requests exclusivity period of approx. four weeks • Diligence could be completed "expeditiously in a matter of days" • No stated financing contingency; Cain Hoy Enterprises identified as a possible financing source • Yucaipa reportedly to roll the principal amount of its preferred equity ($75MM balance) Morgan Stanley • If deal not signed by end of exclusivity period, Trousdale reimbursed accrued deal expenses of approx. $1.5MM • Break-up as previously negotiated • Requires certain shareholders must enter into voting support agreements for the acquisition - Vector, Yucaipa, Rambleside, Pine River, OTK and Hamamoto Strictly Confidential [******************] Structured Proposal • Structured proposal submitted on March 3rd by ********] to acquire the Hudson and Delano South Beach for $540MM (both encumbered); proceeds to retire Yucaipa preferred equity • Monroe would receive: [********* - HMA for [*******] ([****] is currently under contract to acquire from [********]) for 2.5% fee on all hotel and F&B revenue(¹) -Opportunity to purchase 3.5 % [********], for $12MM - Potential access to $20MM of key money funding through a fully accruing 2-year term loan at 10% coupon or acquiring shares of stock • [*****] to receive: - Guest lists for each of Monroe's properties for the past 10 years - 18MM warrants to purchase Monroe shares at a price of $1.25 per share(2) -Two board seats ([**********] as Vice Chairman and [********* as Monroe CEO) - Veto rights on all capital event, asset, investment, personnel and other management decisions - 30-day exclusivity; breakup fee of $10MM; termination permissible only if asset sale price is $560MM or greater • No reference to diligence requirements or timing Notes 1. It its proposal, [*****] estimates stabilized hotel revenue at over $35MM 2. The warrants may be exercised at any time and will expire at the end of a three year term. The warrants shall have standard anti-dilution adjustment provisions for stock splits, dividends etc. and below fair market stock issuances 29#30Project Roosevelt Morgan Stanley Appendix A Additional Information Strictly Confidential 30#31Project Roosevelt Hotel C-Corp Comparables Trading Statistics as of March 11, 2016 (in SMM, except per share and multiple data) Company Name Belmond Ltd. Choice Hotels International, Inc. Hyatt Hotels Corporation Hilton Worldwide Holdings Inc. Starwood Hotels & Resorts Worldwide InterContinental Hotels Group La Quinta Holdings Inc. Marriott International, Inc. Marcus Hotels and Resorts Morgans Hotel Group Company Extended Stay America, Inc. Wyndham Worldwide Ticker BEL Morgan Stanley CHH H HLT HOT IHG LQ MAR MCS MHGC STAY WYN ADDITIONAL INFORMATION Trading Statistics: Hotel C-Corp Comparables Price 9.48 52.11 47.23 21.26 70.42 39.50 11.56 68.89 19.53 1.63 15.13 76.52 Mean: Median: Total: % of 52-Wk High 71.5% 79.8% 78.3% 67.3% 80.0% 88.3% 46.4% 81.0% 87.9% 20.4% 68.8% 82.6% 71.0% 79.0% Equity Mkt. Cap. 960.6 2,972.7 6,454.8 21,081.7 12,042.6 9,326.6 1,444.6 17,649.9 546.5 58.6 3,110.5 8,755.6 7,033.7 4,782.6 84,404.6 Total Market Capitalization 1,543.8 3,786.8 7,834.5 31,840.7 11,002.6 3,159.6 21,756.9 14,590.6 13,542.6 817.9 788.8 5,872.9 13,966.6 9,746.8 Aggregate Value 1,408.2 6,853.7 3,593.4 7,377.5 31,231.7 9,865.6 3,072.8 21,660.9 812.2 775.6 5,499.7 13,795.6 9,386.3 6,438.6 116,961.7 112,635.8 Price/ EPS 2016E 47.4x 32.7x 22.1x 20.2x 22.2x 24.5× 17.6x 2017E 38.2x 29.0x 25.2x NM 21.6x 19.5x 27.4x 18.4x 15.7x 22.0x Notes: (1) Includes shares and operating partnership units (2) Equals the sum of equity market value, noncontrolling interest, preferred securities at liquidation preference, consolidated and company's share of unconsolidated debt (3) Aggregate Value equals Total Market Capitalization less cash (4) Consensus Estimates from SNL as of March 11, 2016, unless otherwise noted Sources: SNL Financial, Capital IQ. Green Street Advisors, Morgan Stanley and Company reports 18.8x 21.8x 22,5× 16.4x 14.3x 15.8x 13.5x 12.2x NM 19.0x 19.1x Aggregate Value / EBITDAI 2016E 11.4x 14.2x 9.4x 10.1x 12.6x 8.3x 11.2x 12.1x 11.6x 7.9x 14.7x 9.0x 10.0x 2016E EPS 5-Yr. EPS Dividend 2017E Growth Yield Payout Ratio (4) 10.7x 1.0% 0.0% 0.0% 13.4x 10.6x 8.9x 9.5x 7.4x Strictly Confidential 12.9x 8.5x 9.5x 10.9x 10.2x 6.1% 1.6% 11.6x 11.0% 2.8% 10.4x 15.0% 11.4% 0.0% 8.0x (1.0%) 0.0% 10.0x 15.0% 5.3% 11.4% 6.3% 1.3% 2.1% 8.1% 7.9% 1.5% 2.3% 0.0% 7.9% 2.6% 4.5% 1.6% 1.9% 34.7% 0.0% 29.3% 52.2% 80.8% 0.0% 26.7% 40.4% 0.0% 73.7% 35.3% 31.1% 37.6% 31#32Project Roosevelt Hotel C-Corp Comparables Credit Statistics as of March 11, 2016 (Including Share of Joint Ventures) (in SMM, except per share data) Company Name Belmond Ltd. Choice Hotels International, Inc. Hyatt Hotels Corporation Hilton Worldwide Holdings Inc. Starwood Hotels & Resorts Worldwide InterContinental Hotels Group La Quinta Holdings Inc. Marriott International, Inc. Marcus Hotels and Resorts Morgans Hotel Group Company Extended Stay America, Inc. Wyndham Worldwide Ticker Morgan Stanley BEL CHH HLT HOT IHG LQ MAR MCS MHGC STAY WYN Equity Price Mkt. Cap. 960.6 9.48 52.11 47.23 21.26 70.42 39.50 11.56 68.89 19.53 1.63 15.13 76.52 Mean: Median: ADDITIONAL INFORMATION Credit Statistics: Hotel C-Corp Comparables Total: 2,972.7 6,454.8 21,081.7 12,042.6 9,326.6 1,444.6 17,649.9 546.5 58.6 3,110.5 8,755.6 7,033.7 4,782.6 84,404.6 Total Market Capitalization 1,543.8 3,786.8 7,834.5 31,840.7 14,590.6 11,002.6 3,159.6 21,756.9 817.9 788.8 5,872.9 13,966.6 9,746.8 6,853.7 116,961.7 Aggregate Debt-to-Market Debt-to-Book Value Capitalization Capitalization 1,408.2 3,593.4 7,377.5 31,231.7 13,542.6 9,865.6 3,072.8 21,660.9 812.2 775.6 5,499.7 13,795.6 9,386.3 6,438.6 112,635.8 37.8% 21.5% 17.6% 33.9% 17.4% 15.1% 54.2% 18.9% 33.0% 75.7% 47.0% 37.3% 34.1% 33.4% 47.0% 194.7% 25.6% 64.5% 66.2% 83.9% 69.6% 794.4% 42.9% 176.7% 65.0% 84.5% 142.9% 67.9% Secured Debu Variable Rate Total Debt Debt/Total Debt (Cons.) (Cons.) 94.7% 100.0% 0.1% 0.0% 85.3% 1.7% 13.4% 100.0% 0.0% 6.3% 73.0% 69.2% 43.8% 40.6% 28.6% Notes: (1) Includes shares and operating partnership units (2) Equals the sum of equity market value, noncontrolling interest, preferred securities at liquidation preference, consolidated and company's share of unconsolidated debt (3) Aggregate Value equals Total Market Capitalization less cash (4) Includes share of unconsolidated debt (5) Book capitalization equals the sum of debt outstanding and total equity Sources: SNL Financial, Capital IQ. Morgan Stanley and Company reports 19.2% 0.0% 42.1% 29.2% 0.0% 50.4% 22.8% NA 73.0% 13.1% 6.8% 32.4% 22.8% LTM Coverage Statistics EBITDA Debt Net Debt Interest EBITDA EBITDA 3.6x 5.1x 3.9x ΝΑ NA ΝΑ 9.7x NA 4,6x 9.5x 9.5x 4.4x 6.9x 6.1x 3.4x 5.7x 1.8x 2.0x 3.7x 3.5x 2.2x 0.8x 16.1x 4.3x 2.6x 3.0x 4.6x 3.8x 4.4x 2.6x 3.6x 1.2x 1.2x 0.7x 4.1x 2.5x 2.9x 15.7x 4.0x 3.7x 3.8x Strictly Confidential 3.2x EBITDA FC 3.6x ΝΑ BB+ Baa3 ΝΑ BBB Baa2 9.2x NA BB 4.6x ΝΑ BBB 9.5x S&P Moody's B+ 0.6x Credit Ratings 4.4x 5.9x BBB 9.0x BBB Baa2 BBB 5.6x BB BB 6.7x 888- Fitch Baa2 BBB Baa3 BBB- 32#33Project Roosevelt Hotel REIT Comparables Trading Statistics as of March 11, 2016 (Including Share of Joint Ventures) (in SMM, except per share, per key (Sk), and multiple data) Company Name Ticker AHT AHP APLE CLDT CHSP DRH Ashford Hospitality Trust Inc. Ashford Hospitality Prime, Inc. Apple Hospitality REIT, Inc. Chatham Lodging Trust Chesapeake Lodging Trust DiamondRock Hospitality Co FelCor Lodging Trust, Inc. Hersha Hospitality Trust Hospitality Properties Trust Host Hotels & Resorts, Inc. LaSalle Hotel Properties Pebblebrook Hotel Trust RLJ Lodging Trust FCH HT HPT HST LHO PEB RLJ Ryman Hospitality Properties, Inc. RHP Summit Hotel Properties INN Sunstone Hotel Investors, Inc. SHO Xenia Hotels & Resorts, Inc. XHR ADDITIONAL INFORMATION Trading Statistics: Hotel REIT Comparables % of Price 52-Wk High 5.86 56.8% 10.44 60.3% 19.97 95.2% 21.04 66.8% 26.30 74.8% 9.54 62.9% 7.86 63.2% 21.14 73.9% 25.53 74.6% 16.63 75.9% 25.09 61.0% 26.59 54.1% 22.26 67.7% 50.12 77.1% 11.81 80.8% 13.59 77.9% 16.15 66.2% Mean: Median: Total: Morgan Stanley 70.0% 67.7% UPREIT Equity Mkt. Cap. 668.4 297.2 3,481.7 806.6 1,580.2 1,915.1 1,101.9 980.2 3,869.0 12,666.7 2,837.2 1,886.1 2,841.5 2,568.5 1,031.7 2,935.5 1,758.9 2,542.7 1,886.1 43,226.5 Total Capitalization 4,932.1 1,053.0 Market Aggregate Agg Value / Value 4,717.0 967.3 4,479.8 Key 168.1 244.8 4,479.8 195.1 1,414.5 1,393.5 76.7 2,483.8 2,433.3 363.2 3,092.8 2,879.2 263.5 2,871.1 2,811.3 225.0 263.6 162.1 2,338.1 2,310.2 7,446.5 7,432.8 17,048.7 16,809.7 4,445.8 261.2 4,440.1 367.7 3,572.4 3,546.1 361.1 4,430.4 4,296.2 205.8 4,000.3 3,944.0 ΝΑ 165.9 1,924.3 1,895.0 4,217.8 3,718.8 268.6 2,869.4 2,747.3 201.1 (4) Aggregate Value / EBITDA (Including Share of JV Debt) (5) Consensus AFFO and NAV estimates from SNL Financial as of March 11, 2016, unless otherwise noted (6) Implied Cap Rates based on share prices as of March 11, 2016 Sources: SNL Financial, Capital IQ, Green Street Advisors, Morgan Stanley and Company reports 4,271.8 4,166.0 3,572.4 3,546.1 72,620.8 70,821.3 237.1 234.9 Notes (1) Includes shares and operating partnership units (2) Equals the sum of equity market value, noncontrolling interest, preferred securities at liquidation preference, consolidated and company's share of unconsolidated debt (3) Aggregate Value equals Total Market Capitalization less cash 2017E 3.4x Price / FFOP 2016E 3.6x 5.9x 11.5x 8.3x 10.7x 8.9x 5.6x 11.2x 7.8x 10.4x 8.4x 8.0x 7.9x 7.8x 7.4x 6.6x 6.4x 9.9x 9.6x 8.4x 8.4x 9.6x 9.1x 8.1x 7.9x 9.4x 8.8x 9.1x 8.5x 10.9x 10.2x 6.3x 6.1x 8.4x 8.1x 8.4x 8.4x Price/AFFO 2016E 5.7x 2017E 5.2x 8.1x 6.4x 13.6x 13,5x 8.4x 12.3x 9.6x 12.2x 11.4x 11.1x 12.1x 11.7x 9.2x 8.5x 7.9x 7.6x 12.9x 10.6x 11.6x 9.9x 9.1x 10.4x 13.7x ΝΑ 13.4x 10.3x 12.1x 10.1x 9.7x 11.2x 15.1x 7.0x 10.5x 10.3x 10.2x 10.5× Strictly Confidential Aggregate Value / EBITDA 2016E 10.7x 9.0x 13.0x 0.0x 12.5x 10.5x 11.2x 11.9x 9.5x 11.6x 11.2x 12.8x 10.8x 11.4x 11.9x 11.1x 9.2x 10.5× 11.2x Premium/ Dividend NAV Yield 8.2% 2017E 10.3x (38.6%) 8.6x (41.5 %) 3.8% 12.7x 13.1% 6.0% 0.0x (31.8%) 6.3% 12.4x (12.5%) 6.1% 10.2x (23.2%) 5.2% 11.2x NA 3.1% 11.5x (17.8%) 5.3% 9.2x (21.7%) 7.8% 4.8% 11.4x (12.8%) 11.1x (18.5%) 7.2% 12.7x (19.7%) 4.7% 5.9% 10.7x 2.3% 6.0% 10.7x (19.1%) 115x (15.5%) 4.0% 10.5× (7.9%) 10.4% 8.4x ΝΑ 5.7% 10.2x (17.7%) 5.9% 10.7x (18.5%) 5.9% 33#34Project Roosevelt Hotel REIT Comparables Credit Statistics as of March 11, 2016 (Including Share of Joint Ventures) On SMM, except per share data) ADDITIONAL INFORMATION Credit Statistics: Hotel REIT Comparables Company Name Ashford Hospitality Trust Inc. Ashford Hospitality Prime, Inc. Apple Hospitality REIT, Inc. Chatham Lodging Trust Chesapeake Lodging Trust DiamondRock Hospitality Co FelCor Lodging Trust, Inc. Hersha Hospitality Trust Hospitality Properties Trust Host Hotels & Resorts, Inc. LaSalle Hotel Properties UPREIT Equity Ticker Price Mkt. Cap. AHT 5.86 668.4 AHP 10.44 297.2 APLE 19.97 3,481.7 CLDT 21.04 806.6 CHSP 26.30 1,580.2 DRH 9.54 1,915.1 FCH 7.86 1,101.9 HT 21.14 980.2 HPT 25.53 3,869.0 HST 16.63 12,666.7 LHO 25.09 2,837.2 Pebblebrook Hotel Trust PEB 26.59 1,886.1 RLJ Lodging Trust RLJ 22.26 2,841.5 Ryman Hospitality Properties, Inc. RHP 50.12 2,568.5 Summit Hotel Properties INN 11.81 1,031.7 SHO 13.59 2,935.5 XHR 16.15 1,758.9 Mean: 2,542.7 Median: 1,886.1 Total: 43,226.5 Sunstone Hotel Investors, Inc. Xenia Hotels & Resorts, Inc. Morgan Stanley Total Market Aggregate Debt-to-Market Debt-to-Book Value Capitalization Capitalization 78.4% 72.2% 22.3% 43.0% 31.3% 38.1% 50.1% 50.0% 44.1% 25.6% 32.2% 37.3% 35.7% 35.8% 35.2% 26.5% 38.1% Capitalization 4,932.1 4,717.0 1,053.0 967.3 4,479.8 4,479.8 1,414.5 1,393.5 2,483.8 2,433.3 3,092.8 2,879.2 2,871.1 2,811.3 2,338.1 2,310.2 7,446.5 7,432.8 17,048.7 16,809.7 4,445.8 4,440.1 3,572.4 3,546.1 4,430.4 4,296.2 4,000.3 3,944.0 1,924.3 1,895.0 4.217.8 3,718.8 2,869.4 2,747.3 4,271.8 4,166.0 3,572.4 3,546.1 72,620.8 70,821.3 40.9% 37.3% 82.7% 68.7% 27.4% 46.6% 39.1% 39.2% 82.2% 63.3% 53.9% 38.1% 37.6% 43.1% 42.0% 79.0% 44.1% 32.7% 38.6% 50.5% 43,1% Secured Debt Total Debt (Cons.) 100.0% 100.0% 42.6% 89.2% 69.7% 100.0% 47.5% 44.1% 0.0% 8.7% 35.8% 28.7% 25.8% 0.5% 54.2% 91.0% 100.0% 55.2% 47.5% Variable Rate Debt Total Debt (Cons.) 72.0% 45.5% 57.9% 10.8% 30.3% 14.5% 19.3% 57.0% 26.3% 35.0% 80.0% 62.2% 97.8% 48.0% 40.5% 20.2% 53.3% 45.3% 45.5% Notes (1) Includes shares and operating partnership units (2) Equals the sum of equity market value, noncontrolling interest, preferred securities at liquidation preference, consolidated and company's share of unconsolidated debt (3) Aggregate Value equals Total Market Capitalization less cash (4) Includes share of unconsolidated debt (5) Book capitalization equals the sum of debt outstanding and total equity Sources: SNL Financial, Capital IQ, Morgan Stanley and Company reports LTM Coverage Statistics EBITDA/ Debt/ Net Debt Interest EBITDA EBITDA 2.2x 9.5x 9.0x 2.4x 8.5x 7.5x 9.7x 3.1x 3.1x ΝΑ 4.8x 4.6x 6.0x 4.1x 3.8x 5.0x 4.4x 3.6x 2.9x 6.1x 5.9x 3.5x 6.6x 4.7x 4.9x ΝΑ 7.1x 6.4x 4.9x Strictly Confidential EBITDA) FC 1.8x 2.3x 9.7x NA 4.6x 5.0x 2.0x 2.6x 3.3x BBB- Baa2 2,9x NA BB+ Baa2 BBB- 3.7x 5.7x 5.0x 3.5x 3.8x 6.6x 4.2x 5.1x 4.2x 5.0x 4.6x 5.8x 3.1x 3.7x 5.4x 5.1x 6.9x 4.2x 5.1x 4.4x 5.0x 5.3x 4.4x 3.2x 1.8x 5.8x 3.7x 3.3x 5.1x 4.6x 4.9x 4.4x 5.1x 4.2x 4.5x 4.6x S&P Moody's . . Credit Ratings B - . B+ B3 Ba3 Fitch 34#35Project Roosevelt Disclaimer We have prepared this document solely for informational purposes. You should not definitively rely upon it or use it to form the definitive basis for any decision, contract, commitment or action whatsoever, with respect to any proposed transaction or otherwise. You and your directors, officers, employees, agents and affiliates must hold this document and any oral information provided in connection with this document in strict confidence and may not communicate, reproduce, distribute or disclose it to any other person, or refer to it publicly, in whole or in part at any time except with our prior written consent. If you are not the intended recipient of this document, please delete and destroy all copies immediately. 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