Contract analysis

1. True and Correct Copy. The foregoing Unanimous Written Consent of the Board of Directors of the Company (the "Consent") is a true, correct, and complete copy of the Consent adopted by all of the members of the Board of Directors of the Company by unanimous written consent in lieu of a special meeting, in accordance with Section 141(f) of the Delaware General Corporation Law and Article III, Section 12 of the Compa

2. Full Force and Effect. The resolutions set forth in the Consent have not been amended, modified, supplemented, revoked, rescinded, or superseded in any respect and remain in full force and effect as of the date hereof.

3. Authorized Signatories. The following persons have been duly elected or appointed to the offices set forth opposite their respective names below, are currently serving in such capacities, and the signatures set forth opposite their respective names are their true and genuine signatures:

4. Incumbency. Each of the persons identified in Paragraph 3 above was duly elected or appointed to his or her respective office in accordance with the Company's Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, and each such person continues to hold such office as of the date hereof.

5. Organizational Authority. The Company's Amended and Restated Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware, and the Company's Amended and Restated Bylaws, each as currently in effect, do not contain any provision that would prohibit, restrict, or limit the Company's authority to execute and deliver the Guaranty Agreement, the Environmental Indemnity Agreement, or any o

6. Good Standing. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and is qualified to do business and in good standing in the State of Florida. IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of [__], 2023. ________________________________________ Name: ________ Title: Secretary, Verimark Hospitality Group Inc

1. Guaranty Agreement — Limited recourse / carve-out guaranty agreement executed by the Company in favor of Pinnacle Atlantic Capital, LLC, as Lender, guaranteeing certain obligations of the Borrower under the Loan Agreement and the other Loan Documents upon the occurrence of specified non-recourse carve-out events.

2. Environmental Indemnity Agreement — Environmental indemnity agreement executed by the Company and Coral Palms Resort Holdings LLC, as Borrower, jointly and severally, in favor of Pinnacle Atlantic Capital, LLC, as Lender, providing indemnification with respect to environmental liabilities, hazardous substances, and environmental law compliance matters relating to the Property.

3. Closing Certificate of Guarantor — Certificate of the Company delivered at the closing of the Loan, certifying as to the accuracy of representations and warranties, the satisfaction of conditions precedent, and such other matters as the Lender or its counsel may require.

4. Incumbency Certificate of Guarantor — Certificate of the Secretary or an Assistant Secretary of the Company, certifying as to the incumbency, authority, and specimen signatures of the officers authorized to execute and deliver the Loan Documents on behalf of the Company.

5. Such other instruments, certificates, agreements, or documents as may be required by the Lender or Lender's counsel, Whitford Baines & Driscoll LLP, in connection with the origination, closing, and funding of the Loan, including without limitation any post-closing documents, amendments, modifications, or supplements to the foregoing, and any documents required by the title company, Meridian Title & Escrow, Inc., i