Non-Binding Letter of Intent

1. Parties

• Buyer: [Insert Institutional Entity / Private Equity Partner] ("Buyer")
• Seller: Ocean Residence / Robert Neale ("Seller")

2. Transaction Structure

• Asset Acquired: Outright corporate and intellectual property acquisition of the Ocean Residence mobile high-yield maritime hospitality and MICE platform, including proprietary spatial layouts, brand architecture, and operational frameworks.
• Valuation Baseline: Enterprise buyout baseline targeted between $1.2 billion and $1.8 billion, structured via a milestone-based payment schedule tied to development and shipyard engineering gates.

3. Earnest Money Deposit (EMD) & Escrow

• Good-Faith Deposit: Within three (3) business days of mutual execution of this Letter of Intent, Buyer shall wire $1,000,000 (One Million USD) into an agreed-upon third-party escrow account.
• Escrow Terms: The EMD shall serve as a good-faith commitment during the due diligence period. The deposit shall be fully refundable only if material discrepancies are found during the initial 30-day review; otherwise, it is credited toward the initial transaction milestone upon definitive agreement execution.

4. Exclusivity & Timeline

• Exclusivity Window: Upon execution of this LOI and receipt of the escrowed EMD, Seller grants Buyer a strict, non-extendable exclusivity period of thirty (30) calendar days to conduct technical and economic due diligence.
• Hard Stop: Exclusivity shall automatically terminate at 5:00 PM EST on the 30th day following execution, unless a definitive Purchase and Sale Agreement (PSA) has been executed or a formal extension has been mutually agreed upon in writing.

5. Engineering & Shipyard Tender Framework

• Baseline Transfer: Seller provides the complete baseline engineering package, operational economics (verifiable RevPAR data room), and IP framework.
• Post-Modification Integration: Buyer acknowledges that final shipyard bidding requires post-modification engineering updates. The definitive agreement will outline milestone releases tied to shipyard tender submissions and build-team management oversight.

6. Transition & Build Team Integration

• Execution Engine: The pre-assembled build team (naval architects, specialized designers, and project managers) will transition with the platform via a structured post-acquisition service agreement.
• Leadership Retention: Seller will enter into a defined term-participation and consulting agreement post-closing to ensure institutional continuity and vision integrity through the shipyard and launch phases.

7. Binding Effect

Except for Section 3 (Earnest Money Deposit), Section 4 (Exclusivity), and standard confidentiality terms, this Letter of Intent is a non-binding expression of intent and does not constitute a legally binding contract. Definitive terms remain subject to the negotiation and execution of a final, mutually agreeable Purchase and Sale Agreement.

IN WITNESS WHEREOF, the parties have executed this Letter of Intent as of the date first written above.