20 Scott Avenue, Morgantown, WV 26508

HOTEL &CONFERENCECENTER

Ramada Morgantown

OFFERING MEMORANDUM

Equity Partners HG LLC (“Equity Partners”) has been retained by Ramada Morgantown Hotel & Conference Center as its exclusive financial advisor in connection with a possible transaction involving its stocks or assets. This Virtual Data Room (this “VDR”) has been prepared from information supplied to Equity Partners by the Company and is being furnished through Equity Partners, as the Company’s exclusive financial advisor, solely for use by a select number of parties who are believed to be interested in pursuing a transaction with the Company.

By accepting/accessing this VDR, the recipient acknowledges and agrees that this VDR and all of the information contained herein are subject to a confidentiality agreement previously executed by the recipient. Accordingly, this VDR may not be copied, reproduced, distributed or disclosed except in compliance with, and must be returned or destroyed as provided in, such confidentiality agreement. This VDR and any other information related to the Company and provided to the recipient shall remain the property of the Company.

This VDR has been prepared solely for information purposes to assist potentially interested parties in deciding whether to proceed with their own independent, in-depth investigation and analysis of the Company. This VDR does not purport to contain all of the information that may be required to evaluate the Company. Statements in this VDR are made as of December 20, 2017, unless stated otherwise, and nothing herein should be construed to imply that the information herein is accurate as of any other date. The Company, its creditors, and Equity Partners, and their attorneys, expressly disclaim as either seller or agent any warranty as to the fitness or usability of any and all of the assets to be found at these premises. The terms and conditions of any sale will require the buyer to expressly waive any claim in respect to any possible future use of any asset purchased for any purpose whatsoever. All items described in the VDR and/or VDR and other information disseminated by Equity Partners in regards to all tangible and intangible assets, will be sold on an “as is, where is” basis, without any warranties, express or implied. Any implied warranties of merchantability or fitness for any particular purpose whatsoever are specifically excluded from both the VDR and/or VDR, and from the terms and conditions that will govern the sale to the ultimate purchaser of this property. The Company’s business, financial condition, results of operations and prospects may have changed since the relevant date. Neither Equity Partners nor any of its affiliates or representatives has independently verified any of the information, including any approximations, estimates or projections, contained herein and does not undertake any obligation to independently verify any other written or oral communication transmitted or made available to interested parties. In all cases, interested parties must conduct their own independent, in-depth investigation and analysis of the Company and the information set forth in this VDR as well as any other information communicated or made available to such parties, and must satisfy themselves as to the accuracy, adequacy and completeness of all such information. This VDR includes, and other written or oral communications may contain, or may have contained, certain statements, approximations, estimates, forecasts and projections provided by the Company with respect to the anticipated future performance of the Company and the industries within which it operates. These statements, approximations, estimates, forecasts and projections reflect assumptions by the Company that may or may not prove to be correct, and involve risks and uncertainties, including without limitation risks and uncertainties associated with general market conditions, competition and pricing. There can be no assurance that these statements, approximations, estimates, forecasts and projections will be attained, and actual results may differ materially from what is estimated, forecast or projected. None of the Company, its creditors, Equity Partners, or any of their respective affiliates or representatives

undertakes any obligation to provide additional information or to correct or update any of the information set forth in this VDR, whether as a result of new information, future events or otherwise.

None of the Company, its creditors, Equity Partners, or any of their respective affiliates or representatives assumes responsibility for, or makes any representation or warranty (expressed or implied) as to, the accuracy, adequacy or completeness of the information contained in this VDR or any other written or oral communication transmitted or made available to any interested party. Each of the Company, its creditors, and Equity Partners, on behalf of itself and its affiliates and representatives, expressly disclaims any and all liability for, or based in whole or in part on, such information, errors therein or omissions therefrom. Only those particular representations and warranties that are made by the Company in a definitive written agreement, when, as and if it is executed and subject to such limitations and restrictions as may be specified in such definitive agreement, shall have any legal effect.

This VDR is not intended to form the basis of any contract, investment decision or other decision with respect to any transaction with the Company. The Company reserves the right, at any time, to (i) terminate the solicitation of indications of interest for a transaction with the Company or the further participation in the investigation and proposal process by any party, (ii) negotiate with one or more interested parties and enter into a definitive agreement with any such party without prior notice to the recipient or any other parties, (iii) modify any procedures related to such process without assigning any reason therefor and (iv) take any action with respect to the Company or its business, whether in or out of the ordinary course of business, including, but not limited to, the sale of any property or assets. Unless otherwise specifically agreed in writing, in no circumstances will the Company, its creditors, Equity Partners or any of their respective affiliates or representatives be responsible for any costs or expenses incurred in connection with any investigation of the Company or for any other costs and expenses incurred by interested parties in connection with any possible transaction with the Company.

Equity Partners is acting for the Company and no one else in connection with the possible transaction described herein and will not be responsible for providing (and shall not be deemed to have provided) advice to recipient in relation to any such transaction. This VDR and any information made available in connection with the proposed transaction with the Company does not constitute, and should not be taken to constitute, the giving of investment advice by Equity Partners or any of its affiliates or representatives. This VDR should not be considered as a recommendation by Equity Partners, the Company or any of their respective affiliates or representatives to enter into any transaction with the Company.

Control of Process

All communications, inquiries and requests for information relating to the Company should be directed only to the individual(s) at Equity Partners listed below. No personnel of the Company, its customers or its creditors should be contacted, directly or indirectly, with respect to the sale of The Company or its assets and/or any of the information contained herein without the prior approval of Equity Partners under any circumstances.

FRED CROSSPh: (866) 969 1115 ext.2Fax: (866) 604 9434E-mail: FCross@EquityPartnersHG.com

D&M Investments, Inc.

04 PROPERTY DESCRIPTION06 REGIONAL INFORMATION08 DEMOGRAPHIC INFORMATION09 TRAFFIC COUNTS10 CONCEPTUAL DRAWINGS

CONTENT

04

RAMADA MORGANTOWNHOTEL & CONFERENCE CENTERINCREDIBLE 360 DEGREE VIEWSLOCATED AT THE INTERSECTION OF I-79 AND I-68BANKRUPTCY SALE PROCESS UNDERWAY

PROPERTY DESCRIPTION

// 4 MILES TO WEST VIRGINIA UNIVERSITY’S MAIN CAMPUS// WVU IS HOME TO 30,000 STUDENTS AND GROWING// EXISTING BUILDING IS +/- 128,000 SF ON 9.93 ACRES// FOUR (4) STORIES – 32,000 SF FLOOR PLATES// PROPERTY HAS NO ZONING

Equity Partners is offering a unique development opportunity in the heart of burgeoning North CentralWest Virginia. The property currently consists of a single tract, totaling 9.9 acres, but could be subdivided to create additional development opportunities. The Hotel sits on a knoll above Morgantown with vistas north up the Monongahela River and south-west down the I-79 technology corridor. Morgantown is the home of West Virginia University with over 30,000 students and a growing enrollment. The hotel is located less than 4 miles from the WVU campus and stadium.

Morgantown is a hotbed of growth, with one of the lowest unemployment rates in the nation for the past 5 years. It is the fastest growing city in West Virginia, and if it were located in Pennsylvania just a few miles to the north, it would be the fastest growing city in Pennsylvania. Morgantown’s growth is expected to continue and likely accelerate. This site is located just outside the Morgantown city limits and is free of development entitlements, while still benefiting from public infrastructure: water, electric, gas, sewage, and public transportation. Nearby outdoor attractions include Cheat Lake and River, Lakeview Golf Resort & Spa, Ohiopyle State Park and Coopers Rock State Forest.

This is an excellent opportunity to acquire a structurally sound hotel strategically located on major throughways within a vibrant economic region of the state. The property is also prime for mixed-use development including apartments, condominiums, senior living, or medicine. Minimal improvements can make this an income producing property again.

POSSIBLE USES:HOSPITALITY, SENIOR LIVING, CONDOMINIUMS, MULTI-FAMILY, OR MEDICAL CONVERSION.

05

REGIONAL INFORMATION

AT THE INTERSECTION OF 1-79 & 1-68 IN MONONGALIA COUNTY AND CORNERS US RT 119 &SCOTT AVENUE.

LOCATED INMORGANTOWN, WV.

06

MORGANTOWN

It is situated on a knoll above Morgantown with vistas North up the Monongahela River and South West down the 1-79 Technology Corridor. Morgantown is the home of West Virginia University with over 30,000 students, with a growing enrollment.

// 3RD BEST SMALL PLACE FOR BUSINESS & CAREERS (FORBES)

// 7TH BEST PLACE TO LAUNCH A SMALL BUSINESS (FORTUNE)

// 3RD BEST SMALL TOWN IN AMERICA (MEN’S JOURNAL)

// 12TH HOTTEST SMALL CITY (INC. MAGAZINE)

07

DEMOGRAPHIC INFORMATION

3-Mile Radius 5-Mile Radius 10-Mile Radius

Population 18,096 61,776 109,922

Households 7,613 25,589 45,517

Families 3,911 10,751 22,758

Average Household Size 2.23 2.15 2.26

Owner Occupied Housing Units 4,084 10,766 23,740

Renter Occupied Housing Units 3,529 14,823 21,777

Median Age 34.7 26.9 30.7

Average Household Income $57,648 $50,309 $59,983

Total Businesses 1,245 3,510 4,760

Total Employees 14,030 65,741 79,439

6868

68

79

79

79

7

857

43

7218

218

100

88

7

7

2692

119

119

119

19

19

19

250

Earl L Core Rd

Goshen Rd

River R

d

W Run Rd

Mason Dixon Hw

y

Fairmont R

d

Colfax R

d

Halleck Rd

Graf

ton

Rd

Bobtown Rd

Tyrone Rd

Poin

t Mar

ion

Rd

Gans Rd

Gladesvil le Rd

Chea t Rd

Taylo

rtown Rd

Lazz elle Union Rd

Gree n

Bag

Rd

Smith tow

n Rd

Mea

do

wdal e Rd

Westover

PleasantValley

Barrackville

Rivesville

Granville

Masontown

Reedsville

Arthurdale

Star City

Point Marion

MON

ONGA

LIA

PRES

TON

Morgantown

P E N N S Y LV A N I AW E S T V I R G I N I A

3 Miles

5 Miles

10 Miles

08

TRAFFIC COUNTS

6868

68

79

79

79

7

857

43

7218

218

100

88

7

7

2692

119

119

119

19

19

19

250

Goshen Rd

River R

d

W Run Rd

Mason Dixon Hw

y

Fairmont R

d

Colfax R

d

Halleck Rd

Graf

ton

Rd

Bobtown Rd

Tyrone Rd

Poin

t Mar

ion

Rd

Gans Rd

Gladesvil le Rd

Chea t Rd

Taylo

rtown Rd

Lazz elle Union Rd

Gree n

Bag

Rd

Smith tow

n Rd

Mea

do

wdal e Rd

Earl L Core Rd

Westover

PleasantValley

Barrackville

Rivesville

Granville

Masontown

Reedsville

Arthurdale

Star City

Point Marion

MON

ONGA

LIA

PRES

TON

Morgantown

P E N N S Y LV A N I AW E S T V I R G I N I A

15,000

32,000

35,000

U.S ROUTE 119 15,000 VPDINTERSTATE 68 35,000 VPDINTERSTATE 79 32,000 VPD

09

RECENT REVENUE REAL ESTATE TAXES

2014 $3,386,8222015 $3,267,6772016 $2,275,226

APPROXIMATELY $40,000 ANNUALLY

CONCEPTUAL DRAWINGS

10

11

CONCEPTUAL DRAWINGS

12

13

20 Scott Avenue, Morgantown, WV 26508

HOTEL &CONFERENCECENTER

Ramada Morgantown

FRED CROSSPh: (866) 969-1115 ext.2Fax: (866) 604-9434e-mail: FCross@EquityPartnersHG.com

Property offered by authority of U.S. Bankruptcy Court Northern District of West Virginia Case #: 17-bk-01104