STIRLING HOTELS & RESORTS, INC. Offerings of Shares DEALER MANAGER AGREEMENT Dated: January 3, 2024Dealer Manager Agreement • April 12th, 2024 • Stirling Hotels & Resorts, Inc. • Real estate investment trusts • Texas
Stirling Hotels & Resorts, Inc. (the “Company”) will offer to accredited investors only (the “Offering”) shares of common stock, par value $0.01 per share in the Company (the “Common Stock”), which may consist of Class T, Class S, Class D and Class I shares of Common Stock (the “Shares”) to be offered and sold on the terms and conditions set forth in the Company’s confidential private placement memorandum, as the same may be amended or supplemented (the “Memorandum”). The Offering shall be comprised of up to $900,000,000 in Shares (the “Primary Shares”) that will be issued and sold pursuant to a primary offering (the “Primary Offering”) and up to $100,000,000 in Shares (the “DRP Shares”) pursuant to the Company’s distribution reinvestment plan (the “DRP”), provided that the Company has reserved the right to reallocate the Shares between the Primary Offering and the DRP and may increase the size of the Offering in its discretion. Further, the Company reserves the right to conduct follow
