Contract analysis

1. Receipt and Acknowledgment of Deposit Upon receipt of the wire transfer of One Million Six Hundred Thousand Dollars ($1,600,000) from Coral Palms Resort Holdings LLC, the Escrow Agent is requested to promptly acknowledge such receipt in writing. Such written confirmation shall be sent by email (with a hard copy to follow by overnight courier) to each of the following: (a) Borrower's Counsel: Calderwood & Harkness

2. Escrow Account and Investment of Deposit The Deposit shall be held by the Escrow Agent in a segregated, federally insured, interest-bearing escrow account at a commercial bank that is reasonably acceptable to both the Borrower and the Lender (the "Escrow Account"). The Escrow Agent shall identify the proposed depository institution to the Borrower and the Lender promptly upon receipt of the Deposit, and the Borrow

3. Conditions for Release and Disbursement The Escrow Agent shall release and disburse the Escrowed Funds only in accordance with the provisions of this Section 3. Under no circumstances shall the Escrow Agent release or disburse any portion of the Escrowed Funds except as expressly authorized herein or as otherwise directed by joint written instructions of the Borrower and the Lender (or their respective counsel) or

4. Wire Transfer Instructions for Return of Deposit In the event the Escrowed Funds are to be returned to the Borrower pursuant to Section 3.2 above or as otherwise directed by joint written instructions of the parties, the Escrow Agent shall wire the Escrowed Funds to the following account (to be confirmed by the Borrower in a separate writing delivered to the Escrow Agent with a copy to the Lender's counsel): Benef

5. Escrow Agent Duties, Liability, and Indemnification The Escrow Agent's duties hereunder are purely ministerial in nature. The Escrow Agent is not a party to, and has no interest in, the Commitment Letter, the proposed Loan, or any other agreement between the Borrower and the Lender. The Escrow Agent's sole obligation is to hold, invest, and disburse the Escrowed Funds in accordance with these escrow instructions a

6. Notices All notices, instructions, demands, consents, and other communications required or permitted to be given under these escrow instructions (each, a "Notice") shall be in writing and shall be deemed to have been duly given and received: (i) upon delivery, if delivered by hand; (ii) on the next business day following deposit with a nationally recognized overnight courier service (such as FedEx or Halcyon Partn

7. Relationship to Rate Lock Deposit The Borrower and the Lender have indicated that a separate rate lock deposit in the amount of Eight Hundred Thousand Dollars ($800,000), representing fifty basis points (0.50%) of the Loan amount, is anticipated to be deposited with the Escrow Agent on or about January 5, 2023 (the "Rate Lock Deposit"), in connection with the Borrower's election to lock the applicable interest rat

8. Governing Law These escrow instructions and the Escrow Agent's duties hereunder shall be governed by, and construed and enforced in accordance with, the laws of the State of Florida, without regard to principles of conflicts of law that would require or permit the application of the laws of any other jurisdiction. The parties hereby consent to the exclusive jurisdiction and venue of the state and federal courts lo

9. Termination of Escrow The escrow established hereunder shall terminate upon the earliest to occur of the following events: (a) The Closing of the Loan and the disbursement of the Escrowed Funds in accordance with Section 3.1 above; (b) The return of the Escrowed Funds to the Borrower in accordance with Section 3.2 above; (c) The disbursement of the Escrowed Funds to the Lender in accordance with Section 3.3 above;

10. Acknowledgment and Countersignature We respectfully request that the Escrow Agent execute and return a copy of this letter to Calderwood & Harkness LLP to indicate the Escrow Agent's acceptance of these escrow instructions and agreement to act in accordance with the terms and conditions set forth herein. We further request that the Lender's counsel, Whitford Baines & Driscoll LLP, execute the acknowledgment set f

1. Copy of Commitment Letter dated December 9, 2022, between Coral Palms Resort Holdings LLC and Pinnacle Atlantic Capital, LLC (for reference)

2. Wire transfer confirmation (to follow upon receipt) cc: (via email and overnight courier) Conrad W. Elliston, Chairman & CEO, Verimark Hospitality Group Inc. Natasha Ricard, CFO, Verimark Hospitality Group Inc. Derek Huang, SVP – Capital Markets & Treasury, Verimark Hospitality Group Inc. Angela Fontaine, Calderwood & Harkness LLP Grace Nakamura, Calderwood & Harkness LLP Rafael Dominguez, Calderwood & Harkness LL