Contract analysis

1. RECITALS AND BACKGROUND The following recitals are made as background to the settlement set forth in this Agreement and are incorporated herein by reference: 1.1 The Commitment Letter Reference is hereby made to that certain Commitment Letter dated December 9, 2022 (the "Commitment Letter"), entered into by and between Coral Palms Resort Holdings LLC, a Florida limited liability company, as borrower, and Pinnacle

2. DEFINED TERMS For purposes of this Agreement, the following terms shall have the meanings ascribed to them below. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Commitment Letter. "Agreement" or "Letter Agreement" means this Deposit Settlement Letter Agreement, dated as of February 28, 2023, by and among Borrower, Guarantor, and Lender, including

3. SETTLEMENT TERMS 3.1 Disposition of Good Faith Deposit PAC shall retain the Good Faith Deposit in the principal amount of One Million Six Hundred Thousand Dollars ($1,600,000) as liquidated damages in connection with Borrower's termination of the Transaction. Escrow Agent is hereby irrevocably authorized, instructed, and directed to disburse the Good Faith Deposit, together with any and all interest accrued thereo

4. ESCROW AGENT INSTRUCTIONS 4.1 Joint Instructions This Section 4 shall constitute joint, irrevocable escrow instructions from the Borrower Parties and PAC to Meridian Title & Escrow, Inc. (Attn: Lisa Portman, Title Officer, 9100 South Dadeland Boulevard, Suite 1500, Miami, Florida 33156), and shall supersede any prior escrow instructions delivered to Escrow Agent in connection with the Deposits, including the escro

5. MUTUAL RELEASE 5.1 Release by Borrower Parties Effective as of the date hereof, Borrower and Guarantor, individually and collectively, on behalf of themselves and each of their respective past, present, and future affiliates, subsidiaries, parent entities, officers, directors, members, managers, partners, shareholders, employees, agents, representatives, attorneys, advisors, consultants, successors, and assigns (c

6. REPRESENTATIONS AND WARRANTIES 6.1 Mutual Representations Each Party hereby represents and warrants to each other Party as follows: (a) Power and Authority. Such Party has full power and authority to enter into this Agreement, to execute and deliver this Agreement, and to perform all of its obligations hereunder. The execution, delivery, and performance of this Agreement do not and will not conflict with, result i

7. TERMINATION OF COMMITMENT LETTER AND RELATED AGREEMENTS 7.1 Confirmation of Termination The Parties hereby confirm and acknowledge that the Commitment Letter dated December 9, 2022, and all related agreements, side letters (including, without limitation, the Side Letter dated December 9, 2022, regarding deposit refundability and rate lock provisions), term sheets, engagement letters, fee letters, and other ancilla

8. CONFIDENTIALITY The terms, conditions, and substance of this Agreement, including the settlement amount, the disposition of the Deposits, and the fact that a settlement has been reached, shall be confidential and shall not be disclosed, published, or otherwise communicated by any Party to any third party without the prior written consent of the other Parties, except as follows: (a) Internal Disclosure. A Party may

9. NO ADMISSION OF LIABILITY This Agreement is a compromise and settlement of disputed claims between the Parties, entered into solely for the purpose of avoiding the uncertainty, burden, and expense of further dispute and potential litigation. Nothing contained in this Agreement, including the disposition of the Deposits as set forth in Section 3, shall be construed or deemed to be, or used as, an admission, concess

10. MISCELLANEOUS PROVISIONS 10.1 Governing Law This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Florida, without regard to any choice of law or conflict of laws rules or principles (whether of the State of Florida or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Florida. Each Party hereby ir

11. EXECUTION If the foregoing accurately reflects our mutual agreement, please indicate your acceptance and agreement by executing this Letter Agreement in the spaces provided below and returning a fully executed counterpart to each of the other Parties and to Escrow Agent. [Signature Pages Follow] SIGNATURE PAGE TO DEPOSIT SETTLEMENT LETTER AGREEMENT IN WITNESS WHEREOF, the undersigned have executed this Deposit Se

12. ACKNOWLEDGED AND AGREED BY ESCROW AGENT The undersigned, Meridian Title & Escrow, Inc., in its capacity as Escrow Agent, hereby acknowledges receipt of a fully executed copy of this Deposit Settlement Letter Agreement and agrees to hold and disburse the Deposits (including all interest accrued thereon) in accordance with the terms and conditions set forth in Sections 3 and 4 hereof. Escrow Agent confirms that it

I. Wire Instructions for Pinnacle Atlantic Capital, LLC (For receipt of the Good Faith Deposit of $1,600,000 plus accrued interest) To be delivered separately by PAC to Meridian Title & Escrow, Inc. (Attn: Lisa Portman, Title Officer) within five (5) business days of full execution of this Agreement in accordance with Section 3.1. [TO BE PROVIDED]

II. Wire Instructions for Coral Palms Resort Holdings LLC (For receipt of the Rate Lock Deposit of $800,000 plus accrued interest) To be delivered separately by Borrower to Meridian Title & Escrow, Inc. (Attn: Lisa Portman, Title Officer) within five (5) business days of full execution of this Agreement in accordance with Section 3.2. [TO BE PROVIDED] Note: Wire transfer instructions are to be delivered by each respe