Contract analysis

I. Introduction and Representation Statement This firm represents Coral Palms Resort Holdings LLC (the "Borrower"), a Florida limited liability company and wholly owned indirect subsidiary of Verimark Hospitality Group Inc. ("VHG"), a Delaware corporation (Nasdaq: VMRK), in connection with a proposed refinancing of the above-referenced Existing Loan. We write to you in your capacity as Senior Vice President – Commerc

II. Identification of the Existing Loan For your reference and to facilitate the preparation of the payoff statement, set forth below is a summary of the Existing Loan and related security instruments based on information available to us as of the date of this letter. We respectfully request that Tidewater confirm or correct any of the details below in connection with its preparation of the payoff statement. Loan Ter

III. Payoff Statement Request We respectfully request that Tidewater prepare and deliver a written payoff statement (the "Payoff Statement") setting forth all amounts required to be paid by or on behalf of the Borrower in order to satisfy in full all obligations of the Borrower arising under or in connection with the Existing Loan, including, without limitation, all obligations under the Promissory Note, the Loan Agr

IV. Request for Satisfaction and Discharge Documents Upon receipt by Tidewater of the full payoff amount set forth in the Payoff Statement, we request that Tidewater promptly prepare, execute, and deliver the following documents: (a) Satisfaction of Mortgage. A fully executed Satisfaction of Mortgage (or, alternatively, a Release or Discharge of Mortgage, as applicable under Tidewater's standard form) in recordable f

V. Request for UCC-3 Termination Statement In addition to the release of the Mortgage as described above, we request that Tidewater prepare and file, or authorize the Borrower or its counsel to file, a UCC-3 Financing Statement Amendment (Termination) (the "UCC-3 Termination Statement") with the Florida Secured Transaction Registry, terminating the UCC-1 Financing Statement bearing File No. 202219087643 filed by Tide

VI. Wire Transfer Instructions We request that the Payoff Statement include complete wire transfer instructions for the remittance of the payoff amount, including, without limitation, the following: • ABA routing number • Beneficiary account number • Beneficiary account name • Reference or memo line information (including loan number or other identifying reference) • Any intermediary bank information, if applicable T

VII. Notice and Consent Provisions We request Tidewater's confirmation as to whether any prior written notice of prepayment is required under the Existing Loan Documents, and if so, the required notice period, form of such notice, and any conditions or procedures that must be satisfied in order for such notice to be effective. To the extent that this letter serves as or constitutes such notice, the Borrower hereby pr

VIII. Delivery Instructions and Contact Information We request that the Payoff Statement and all related documents be delivered to the following: Primary Delivery: Calderwood & Harkness LLP 100 Southeast Second Street, Suite 3800 Miami, Florida 33131 Attention: Grace Nakamura, Esq. Telephone: (305) 814-7244 Email: gnakamura@calderwoodharkness.com With a copy to: Verimark Hospitality Group Inc. 1400 Bayshore Boulevard

IX. Reservation of Rights Please be advised that this request for a payoff statement, and any prepayment of the Existing Loan made in connection with the Refinancing Loan, are being made without waiver of any rights, claims, or defenses of the Borrower, VHG, or any of their respective affiliates, under the Existing Loan Documents, at law, or in equity. VHG and the Borrower expressly reserve all rights under the Exist

X. Contact and Closing If Tidewater has any questions regarding this request or requires any additional information, authorization, or documentation from the Borrower, please do not hesitate to contact the undersigned at the telephone number or email address set forth below, or Grace Nakamura at the contact information provided above. We are happy to facilitate any coordination necessary to ensure the prompt preparat