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DRAFT — UCC-1 FINANCING STATEMENT

Prepared by Calderwood & Harkness LLP

Date of Preparation: April 24, 2024

Internal Reference: Matter No. 1021-00006 — Verimark Hospitality Group Inc. v. Coastal Palms Franchise Holdings LLC et al., Case No. 1021-00006, Circuit Court of the 17th Judicial Circuit, in and for Broward County, Florida.

Filing Jurisdiction: Florida Secured Transaction Registry, Florida Department of State, Division of Corporations, Tallahassee, Florida.

DRAFT — FOR REVIEW PRIOR TO FILING — Subject to final approval by Priya Anand, Partner, Calderwood & Harkness LLP.

Prepared by:

Yuki Nakamura, Associate Calderwood & Harkness LLP 110 SE 6th Street, Suite 2800 Fort Lauderdale, FL 33301 Telephone: (954) 555-2200

Email: y.nakamura@calderwoodharkness.com

Prepared in connection with: Settlement Agreement and Mutual Release dated April 22, 2024 (the "Settlement Agreement"), by and among Verimark Hospitality Group Inc., Coastal Palms Franchise Holdings LLC, Randall Brecker, Theresa Brecker, Nolan Prescott, Gulf Breeze Hospitality LLC, Savannah Lodging Partners LLC, and Suncoast Room Management Inc. This UCC-1 Financing Statement is the form contemplated by Exhibit F to the Settlement Agreement (Form of Security Agreement/UCC-1) and is to be filed concurrently with or promptly following the closing of the settlement transactions described therein.

INITIAL FINANCING STATEMENT (UCC-1)

FLORIDA SECURED TRANSACTION REGISTRY

SECTION 1: FILING OFFICE INFORMATION

Filing Office:

Florida Department of State Division of Corporations Secured Transaction Registry

Filing Address:

Florida Department of State Division of Corporations P.O. Box 6327 Tallahassee, FL 32314

Type of Filing: Initial Financing Statement (UCC-1) pursuant to Article 9 of the Florida Uniform Commercial Code, Fla. Stat. §§ 679.5011–679.5261.

Filing Fee: Standard Florida filing fee of $10.00 for electronic filing via the Florida Secured Transaction Registry, or $20.00 for paper filing, as applicable. Filing to be made electronically unless otherwise directed by counsel.

Requested Return Copy: Upon filing, return acknowledgment copy and file-stamped confirmation to:

Priya Anand, Esq. Calderwood & Harkness LLP 110 SE 6th Street, Suite 2800 Fort Lauderdale, FL 33301

SECTION 2: DEBTOR INFORMATION (Box 1 — ORGANIZATION DEBTOR)

The debtor named in this financing statement is an organization and not an individual. The following information is provided in accordance with Fla. Stat. § 679.5021:

Full Legal Name of Debtor: Coastal Palms Franchise Holdings LLC

Type of Organization: Limited Liability Company

Jurisdiction of Organization: Florida

Organizational Identification Number: [TO BE CONFIRMED — Florida LLC registration number to be verified from Division of Corporations, SunBiz.org records prior to filing. See Drafting Note, Item 1, infra.]

Mailing Address of Debtor:

Coastal Palms Franchise Holdings LLC 9500 Gulf Shore Drive, Suite 450 Naples, FL 34108

Registered Agent of Debtor:

Garrison Registered Agents LLC 100 S. Ashley Drive, Suite 600 Tampa, FL 33602

Additional Information Regarding Debtor: Coastal Palms Franchise Holdings LLC is a Florida limited liability company that owns and/or operates a portfolio of franchise hotel properties located in the State of Florida, operating under the Verimark Suites and Verimark Select brand families. The managing member of Coastal Palms Franchise Holdings LLC is Randall Brecker. The membership interests in Coastal Palms Franchise Holdings LLC are held as follows: Randall Brecker (60%), Nolan Prescott (25%), and Theresa Brecker (15%). Debtor is a party to the Settlement Agreement and Mutual Release dated April 22, 2024, and has authorized this filing pursuant to the Security Agreement attached as Exhibit F thereto.

SECTION 3: SECURED PARTY INFORMATION (Box 2)

Full Legal Name of Secured Party: Verimark Hospitality Group Inc.

Type of Organization: Corporation (publicly traded on the Nasdaq Stock Market under the ticker symbol "VHMK")

Jurisdiction of Organization: Delaware

Mailing Address of Secured Party:

Verimark Hospitality Group Inc. 2400 East Las Olas Boulevard, Suite 3100 Fort Lauderdale, FL 33301

Contact Person for Secured Party:

Renata Solis-Vega Senior Vice President & General Counsel Verimark Hospitality Group Inc. 2400 East Las Olas Boulevard, Suite 3100 Fort Lauderdale, FL 33301 Telephone: (954) 555-8800

Email: rsolis-vega@verimarkhospitality.com

Counsel for Secured Party:

Priya Anand, Esq. (FL Bar No. 0087451) Calderwood & Harkness LLP 110 SE 6th Street, Suite 2800 Fort Lauderdale, FL 33301 Telephone: (954) 555-2200

Email: p.anand@calderwoodharkness.com

SECTION 4: COLLATERAL DESCRIPTION (Box 4)

4.1 General Collateral Statement

The Secured Party, Verimark Hospitality Group Inc., holds a first-priority security interest in the collateral described herein (collectively, the "Collateral"), granted by Debtor, Coastal Palms Franchise Holdings LLC, pursuant to that certain Security Agreement executed on April 22, 2024, attached as Exhibit F to the Settlement Agreement and Mutual Release of even date (the "Security Agreement"), entered into in connection with the resolution of the litigation styled Verimark Hospitality Group Inc. v. Coastal Palms Franchise Holdings LLC et al., Case No. 1021-00006, pending in the Circuit Court of the 17th Judicial Circuit, in and for Broward County, Florida.

The security interest evidenced by this financing statement secures the payment and performance of the following obligations (collectively, the "Secured Obligations"):

(a) Structured Settlement Payments. The payment of Sixty-Two Million Five Hundred Thousand Dollars ($62,500,000.00) in structured settlement payments, payable in eight (8) equal semi-annual installments of Seven Million Eight Hundred Twelve Thousand Five Hundred Dollars ($7,812,500.00) each, with the first installment due and payable on October 22, 2024, and subsequent installments due and payable on each successive April 22 and October 22 thereafter, with the eighth and final installment due and payable on April 22, 2028;

(b) Interest. Simple interest at the rate of six and one-half percent (6.5%) per annum on the outstanding principal balance of the Secured Obligations, accruing from October 22, 2024, and payable concurrently with each installment payment;

(c) Costs of Enforcement. All costs, expenses, and attorneys' fees incurred by the Secured Party in connection with the enforcement, collection, or protection of the security interest granted under the Security Agreement, including but not limited to costs of foreclosure, repossession, sale, or other disposition of the Collateral; and

(d) All Other Obligations. Any and all other obligations of the Debtor to the Secured Party arising under or in connection with the Settlement Agreement, the Security Agreement, or any ancillary agreements or instruments executed in connection therewith.

4.2 Specific Collateral Description — Eight Unencumbered Hotel Properties

The Collateral consists of all assets, personal property, fixtures, furniture, furnishings, equipment (including all furniture, fixtures, and equipment, collectively "FF&E"), accounts, accounts receivable, inventory, general intangibles, contract rights, permits, licenses, and proceeds thereof, in each case owned by Debtor and located at, arising from, or related to the following eight (8) hotel properties (individually, a "Collateral Property" and collectively, the "Collateral Properties"):

Property 1: Verimark Suites — Naples (Gulf Shore)

Property Description: Verimark Suites — Naples (Gulf Shore) Street Address: [TO BE INSERTED — specific street address pending confirmation from client. See Drafting Note, Item 2.] City: Naples County: Collier County State: Florida Approximate Room Count: [TO BE SPECIFIED — see Drafting Note, Item 3.]

Property 2: Verimark Suites — Naples (Tamiami)

Property Description: Verimark Suites — Naples (Tamiami) Street Address: [TO BE INSERTED — specific street address pending confirmation from client. See Drafting Note, Item 2.] City: Naples County: Collier County State: Florida Approximate Room Count: [TO BE SPECIFIED — see Drafting Note, Item 3.]

Property 3: Verimark Suites — Naples (Pine Ridge)

Property Description: Verimark Suites — Naples (Pine Ridge) Street Address: [TO BE INSERTED — specific street address pending confirmation from client. See Drafting Note, Item 2.] City: Naples County: Collier County State: Florida Approximate Room Count: [TO BE SPECIFIED — see Drafting Note, Item 3.]

Property 4: Verimark Suites — Naples (Immokalee Corridor)

Property Description: Verimark Suites — Naples (Immokalee Corridor) Street Address: [TO BE INSERTED — specific street address pending confirmation from client. See Drafting Note, Item 2.] City: Naples County: Collier County State: Florida Approximate Room Count: [TO BE SPECIFIED — see Drafting Note, Item 3.]

Property 5: Verimark Suites — Marco Island (Collier Boulevard)

Property Description: Verimark Suites — Marco Island (Collier Boulevard) Street Address: [TO BE INSERTED — specific street address pending confirmation from client. See Drafting Note, Item 2.] City: Marco Island County: Collier County State: Florida Approximate Room Count: [TO BE SPECIFIED — see Drafting Note, Item 3.]

Property 6: Verimark Suites — Marco Island (San Marco)

Property Description: Verimark Suites — Marco Island (San Marco) Street Address: [TO BE INSERTED — specific street address pending confirmation from client. See Drafting Note, Item 2.] City: Marco Island County: Collier County State: Florida Approximate Room Count: [TO BE SPECIFIED — see Drafting Note, Item 3.]

Property 7: Verimark Suites/Select — Tampa (Westshore)

Property Description: Verimark Suites/Select — Tampa (Westshore) Street Address: [TO BE INSERTED — specific street address pending confirmation from client. See Drafting Note, Item 2.] City: Tampa County: Hillsborough County State: Florida Approximate Room Count: [TO BE SPECIFIED — see Drafting Note, Item 3.]

Property 8: Verimark Suites/Select — Tampa (Downtown/Channelside)

Property Description: Verimark Suites/Select — Tampa (Downtown/Channelside) Street Address: [TO BE INSERTED — specific street address pending confirmation from client. See Drafting Note, Item 2.] City: Tampa County: Hillsborough County State: Florida Approximate Room Count: [TO BE SPECIFIED — see Drafting Note, Item 3.]

Aggregate Information Regarding the Collateral Properties:

The eight (8) Collateral Properties described above constitute the retained franchise properties under the Settlement Agreement. Pursuant to the terms of the Settlement Agreement, Debtor will retain these eight (8) properties and operate them under new ten (10)-year Franchise License Agreements ("FLAs") with the Secured Party, each FLA incorporating enhanced audit protocols as set forth in the Settlement Agreement. The geographic distribution of the Collateral Properties is as follows: four (4) properties located in Naples, Collier County, Florida; two (2) properties located on Marco Island, Collier County, Florida; and two (2) properties located in Tampa, Hillsborough County, Florida.

The aggregate appraised value of the eight (8) Collateral Properties, as determined by independent appraisal, is approximately Seventy-One Million Two Hundred Thousand Dollars ($71,200,000.00). This aggregate appraised value provides a loan-to-value cushion of approximately 12.2% relative to the $62.5 million in Secured Obligations (before accrued interest).

Unencumbered Status of Collateral Properties: These eight (8) Collateral Properties are confirmed to be unencumbered by the first-lien mortgage loans held by Ironclad National Bank. Ironclad National Bank holds first-lien mortgages on the other eighteen (18) properties (out of the original twenty-two (22) property portfolio), with an aggregate outstanding principal balance of approximately Ninety-Four Million Dollars ($94,000,000.00). The eight (8) Collateral Properties described herein are free and clear of such mortgage liens, and the security interest of the Secured Party in the personal property and fixtures at these locations constitutes a first-priority lien.

4.3 Expanded Collateral Description

Without limiting the generality of the foregoing, the Collateral includes all of the following categories of property, in each case to the extent owned by the Debtor and located at, arising from, used in connection with, or otherwise related to any of the Collateral Properties:

(a) Furniture, Fixtures, and Equipment ("FF&E"). All furniture, fixtures, and equipment located at or used in connection with each Collateral Property, including but not limited to guest room furniture, lobby and common area furnishings, kitchen and food service equipment, laundry equipment, HVAC systems, elevators, security systems, audiovisual equipment, telecommunications equipment, computer hardware and network infrastructure, signage, pool and recreational equipment, landscaping equipment, and all replacements, substitutions, and additions thereto.

(b) Accounts and Accounts Receivable. All accounts and accounts receivable arising from hotel operations at each Collateral Property, including but not limited to: (i) Gross Room Revenue (as that term is defined in Section 4.1 of each Franchise License Agreement, meaning all revenues derived from or attributable to the rental of guest rooms at the applicable Collateral Property, including revenues from any booking channel, whether direct or indirect, and regardless of the entity collecting such revenue, including but not limited to revenues received through online travel agencies, global distribution systems, direct brand website bookings, walk-in reservations, and corporate-negotiated rate bookings); (ii) food and beverage revenue; (iii) meeting and event space revenue; (iv) ancillary revenue from parking, vending, laundry, telecommunications, and other guest services; and (v) all rights to payment from credit card processors, online travel agencies, and any other third-party payors.

(c) General Intangibles. All general intangibles related to the Collateral Properties, including but not limited to: (i) all franchise rights under the new ten (10)-year Franchise License Agreements for each Collateral Property; (ii) all intellectual property rights licensed to Debtor in connection with the Verimark Suites and Verimark Select brands; (iii) goodwill associated with each Collateral Property; (iv) customer lists, reservation data, and loyalty program data; (v) trade names and business names used in connection with each Collateral Property (to the extent not otherwise restricted by the FLAs); and (vi) tax refunds and tax credits attributable to the Collateral Properties.

(d) Inventory. All inventory, supplies, and consumables located at each Collateral Property, including but not limited to linens, towels, bedding, toiletries, cleaning supplies, food and beverage inventory, office supplies, maintenance supplies, and all replacements and replenishments thereof.

(e) Contract Rights. All contract rights related to each Collateral Property, including but not limited to: (i) hotel management agreements; (ii) vendor contracts for goods and services; (iii) agreements with online travel agencies ("OTAs"), including but not limited to Hollowell Industries, Ridgeway & Co., and any other third-party distribution channels; (iv) corporate-direct booking agreements; (v) group booking contracts; (vi) equipment leases; (vii) service contracts for maintenance, housekeeping, landscaping, and other operational services; and (viii) any employment-related contracts to the extent assignable.

(f) Permits, Licenses, and Governmental Approvals. All permits, licenses, certificates of occupancy, liquor licenses (to the extent held at any Collateral Property), health department approvals, fire safety certificates, and all other governmental approvals and authorizations required for or related to the operation of each Collateral Property as a hotel, to the extent transferable or assignable under applicable law.

(g) Insurance Proceeds. All insurance proceeds and insurance claims related to any of the foregoing Collateral, including but not limited to proceeds of property insurance, business interruption insurance, general liability insurance, and any other insurance policies maintained with respect to any Collateral Property or any item of Collateral.

(h) Proceeds, Products, and Accessions. All proceeds (as defined in Fla. Stat. § 679.1021(1)(bb)), products, and accessions of and to any of the foregoing Collateral, including without limitation cash proceeds, noncash proceeds, insurance proceeds, and any property received upon the sale, exchange, collection, or other disposition of any item of Collateral.

Exclusion — Real Property Interests: Notwithstanding the foregoing, the Collateral does not include any interest in real property (i.e., the fee simple interest in the land and permanent improvements comprising each Collateral Property). Separate real-property security instruments, including mortgages or deeds of trust, may be filed in the applicable county recording offices in Collier County and Hillsborough County, Florida, if required or deemed advisable by the Secured Party. This financing statement covers personal property and fixtures only, to the fullest extent permitted under Article 9 of the Florida Uniform Commercial Code.

SECTION 5: ADDITIONAL INFORMATION / SUPPLEMENTAL FILINGS

5.1 Filing in Multiple Jurisdictions — Fixture Filings

This initial financing statement is being filed with the Florida Department of State, Division of Corporations, which is the appropriate central filing office for a financing statement covering personal property of a debtor organized as a Florida limited liability company, pursuant to Fla. Stat. § 679.5011.

To the extent that fixtures located at the Collateral Properties are intended to be covered by this security interest and perfected against competing interests in real property, the parties should consider whether separate fixture filings (UCC-1 with "fixture filing" designation) should be recorded in the official records of the following counties:

(a) Collier County, Florida — for the six (6) Collateral Properties located in Naples and Marco Island (Properties 1 through 6); filing to be made with the Collier County Clerk of the Circuit Court, Official Records Division; and

(b) Hillsborough County, Florida — for the two (2) Collateral Properties located in Tampa (Properties 7 and 8); filing to be made with the Hillsborough County Clerk of the Circuit Court, Official Records Division.

Fixture filings, if made, would need to include a description of the real property to which the fixtures are affixed, the name of the record owner of the real property (which may be Debtor or a sub-entity), and a statement that the financing statement is to be filed in the real property records. A determination regarding the necessity and advisability of such fixture filings is pending review by Priya Anand. See Drafting Note, Item 4, infra.

To the extent this filing under Article 9 of the Florida Uniform Commercial Code covers fixtures, such coverage is effective to the extent permitted under Fla. Stat. § 679.3341 and related provisions.

5.2 Cross-Reference to Security Agreement

This financing statement is filed in connection with, and is authorized by, the Security Agreement executed on April 22, 2024, by Coastal Palms Franchise Holdings LLC, as Debtor, in favor of Verimark Hospitality Group Inc., as Secured Party. The Security Agreement is attached as Exhibit F to the Settlement Agreement and Mutual Release entered into on April 22, 2024, in the matter of Verimark Hospitality Group Inc. v. Coastal Palms Franchise Holdings LLC et al., Case No. 1021-00006, Circuit Court of the 17th Judicial Circuit, in and for Broward County, Florida.

The terms and conditions governing the security interest, including events of default, remedies, and the rights and obligations of the parties with respect to the Collateral, are set forth in the Security Agreement, which is incorporated herein by reference. In the event of any conflict between the terms of this financing statement and the terms of the Security Agreement, the Security Agreement shall control.

5.3 Relationship to Other Lien Holders

Ironclad National Bank — Notification and Acknowledgment. A letter dated April 24, 2024 (the "INB Notification Letter"), was sent by Priya Anand of Calderwood & Harkness LLP, on behalf of the Secured Party, to Devon Schultz, Senior Vice President, Commercial Real Estate Lending, Ironclad National Bank, at the following address:

Devon Schultz Senior Vice President, Commercial Real Estate Lending Ironclad National Bank 225 Peachtree Street NE, Suite 2600 Atlanta, GA 30303

The INB Notification Letter notifies Ironclad National Bank of the Secured Party's security interest in the personal property and fixtures located at the eight (8) unencumbered Collateral Properties and requests Ironclad's written acknowledgment and/or consent to the same. As noted in Section 4.2 above, the eight (8) Collateral Properties are not subject to Ironclad National Bank's first-lien mortgage loans, and Verimark's security interest in the personal property and fixtures at these eight locations constitutes a first-priority lien on such property. Receipt of Ironclad's acknowledgment/consent letter is pending and should be confirmed prior to or promptly following the filing of this financing statement. See Drafting Note, Item 5, infra.

No Other Known Liens. Based on information available as of the date of this draft, the Debtor has represented that the personal property and fixtures at the eight (8) Collateral Properties are free and clear of all liens, security interests, and encumbrances, other than the security interest granted to the Secured Party hereunder. The Secured Party reserves the right to conduct a UCC lien search through the Florida Secured Transaction Registry and other applicable filing offices to confirm the absence of prior filings against the Debtor or its affiliates with respect to the Collateral.

SECTION 6: SIGNATURES / AUTHORIZATION

6.1 Debtor Authorization

Coastal Palms Franchise Holdings LLC has authorized the filing of this financing statement pursuant to the Security Agreement executed on April 22, 2024, which is attached as Exhibit F to the Settlement Agreement and Mutual Release of even date. Section [_] of the Security Agreement expressly authorizes the Secured Party to file one or more financing statements, amendments, and continuation statements, in each case without the signature of the Debtor, to the extent permitted under Article 9 of the Florida Uniform Commercial Code (Fla. Stat. § 679.5091).

The authorized signatory for the Debtor is:

Randall Brecker Managing Member Coastal Palms Franchise Holdings LLC

Authorization was granted as of April 22, 2024, the date of execution of the Settlement Agreement and the Security Agreement.

6.2 Secured Party / Filer Information

This financing statement is being filed by or on behalf of the Secured Party:

Verimark Hospitality Group Inc. 2400 East Las Olas Boulevard, Suite 3100 Fort Lauderdale, FL 33301

Filing Contact — Counsel for Secured Party:

Priya Anand, Esq. (FL Bar No. 0087451) Calderwood & Harkness LLP 110 SE 6th Street, Suite 2800 Fort Lauderdale, FL 33301 Telephone: (954) 555-2200

Email: p.anand@calderwoodharkness.com

Alternate Filing Contact:

Yuki Nakamura, Associate Calderwood & Harkness LLP 110 SE 6th Street, Suite 2800 Fort Lauderdale, FL 33301 Telephone: (954) 555-2214

Email: y.nakamura@calderwoodharkness.com

SECTION 7: ADDITIONAL DEBTORS — DRAFTING NOTES AND OPEN QUESTIONS

This section reflects open drafting questions for internal review and is not intended for inclusion in the final UCC-1 filing. These items are flagged for Priya Anand's review and confirmation of entity ownership structure before finalization.

The following issues have been identified with respect to potential additional debtors whose assets may constitute part of the Collateral:

7.1 Gulf Breeze Hospitality LLC

Gulf Breeze Hospitality LLC is a Florida limited liability company whose Managing Member is Randall Brecker. Gulf Breeze Hospitality LLC operates certain Southwest Florida hospitality properties within the Coastal Palms portfolio. It is unclear at this time whether any of the eight (8) retained Collateral Properties are titled in the name of Gulf Breeze Hospitality LLC, or whether Gulf Breeze Hospitality LLC holds legal title to personal property, equipment, or other assets located at any of the Collateral Properties.

Action Required: Confirm with client and/or Debtor's counsel whether any of the eight (8) retained properties — or personal property located thereon — is held by Gulf Breeze Hospitality LLC rather than directly by Coastal Palms Franchise Holdings LLC. If so, a separate UCC-1 financing statement naming Gulf Breeze Hospitality LLC as an additional debtor will be required. Organizational information for Gulf Breeze Hospitality LLC (organizational ID number, mailing address, registered agent) should be obtained from Florida Division of Corporations records.

7.2 Other Property-Level LLCs or Sub-Entities

It is common in the hospitality industry for portfolios of hotel properties to be held through property-level limited liability companies or other special purpose entities for asset protection, tax, and financing purposes. Counsel should inquire whether Coastal Palms Franchise Holdings LLC holds the Collateral Properties directly, or whether individual properties are held by separate property-level LLCs that are subsidiaries or affiliates of Coastal Palms Franchise Holdings LLC.

Action Required: Obtain from Debtor or Debtor's counsel a complete organizational chart showing the ownership structure for each of the eight (8) Collateral Properties. If any Collateral Property is held by a sub-entity, a separate UCC-1 filing naming that sub-entity as debtor will be required to perfect the security interest in assets at that property.

7.3 Suncoast Room Management Inc.

Suncoast Room Management Inc. is a Florida corporation whose President is Randall Brecker. Suncoast Room Management Inc. is identified in the Settlement Agreement as an affiliated management company. It is possible that Suncoast Room Management Inc. holds or controls certain contract rights, accounts receivable, management fee receivables, or other personal property assets related to the operation of the Collateral Properties. If Suncoast Room Management Inc. is the contracting party under any management agreements, OTA agreements, or vendor contracts for the Collateral Properties, assets under those contracts may need to be covered by a separate UCC-1 filing.

Action Required: Determine whether Suncoast Room Management Inc. holds any contract rights, accounts receivable, or other assets that constitute Collateral. If so, a separate UCC-1 naming Suncoast Room Management Inc. as debtor should be prepared and filed. The Security Agreement should be reviewed to confirm whether Suncoast Room Management Inc. is a party to the Security Agreement or has otherwise consented to the granting of a security interest in its assets.

7.4 Savannah Lodging Partners LLC

Savannah Lodging Partners LLC is identified as a party to the Settlement Agreement. Its role and relationship to the Collateral Properties should be confirmed. If Savannah Lodging Partners LLC holds any interest in assets located at or related to the eight (8) Collateral Properties, consideration should be given to filing a UCC-1 naming Savannah Lodging Partners LLC as an additional debtor.

Action Required: Confirm the role of Savannah Lodging Partners LLC and whether it holds any assets constituting Collateral.

SECTION 8: PERSONAL GUARANTY CROSS-REFERENCE

The structured settlement payment obligations secured by this financing statement are additionally secured by personal guaranties executed by the following individuals, each of which is attached as Exhibit E to the Settlement Agreement and Mutual Release dated April 22, 2024:

(a) Randall Brecker — Managing Member and holder of a sixty percent (60%) equity interest in Coastal Palms Franchise Holdings LLC; and

(b) Nolan Prescott — Member and holder of a twenty-five percent (25%) equity interest in Coastal Palms Franchise Holdings LLC.

These personal guaranties provide additional credit support for the Secured Obligations beyond the Collateral described in this financing statement. The guaranties are unconditional, absolute, and continuing, and they remain in effect until all Secured Obligations have been paid and performed in full.

Separate UCC Filings Against Individual Guarantors. As of the date of this draft, separate UCC-1 financing statements against the individual guarantors (Randall Brecker and Nolan Prescott) are not contemplated. However, counsel should evaluate whether it is advisable to file UCC-1 financing statements covering personal property of the individual guarantors — particularly if the guarantors have pledged specific personal assets (such as brokerage accounts, vehicles, art collections, or other tangible or intangible personal property) as additional security for their guaranty obligations. This issue should be discussed with Priya Anand and Renata Solis-Vega prior to closing.

SECTION 9: DRAFTING NOTES AND OPEN ITEMS FOR REVIEW

The following items are internal drafting notes prepared by Yuki Nakamura for review and resolution by Priya Anand, Calderwood & Harkness LLP, and, where applicable, by the client, Renata Solis-Vega, Verimark Hospitality Group Inc. These notes should be resolved and removed prior to finalization and filing of the UCC-1 financing statement.

Item 1 — Organizational ID Number. Confirm the exact organizational identification number for Coastal Palms Franchise Holdings LLC from the Florida Division of Corporations records (SunBiz.org). The organizational ID number is a required element of the debtor information for a UCC-1 filing involving an organization debtor. An incorrect or missing organizational ID number may cause the filing to be seriously misleading under Fla. Stat. § 679.5061 and could jeopardize the perfection of the security interest. This must be confirmed prior to filing.

Item 2 — Property Addresses. Insert specific street addresses and, where applicable, legal property descriptions for each of the eight (8) Collateral Properties. This information should be coordinated with Deidre Langston, Senior Vice President, Franchise Operations, Verimark Hospitality Group Inc., who maintains property-level data for the franchise system. The addresses are critical for purposes of fixture filings (if required) and for ensuring that the collateral description is sufficiently specific to provide constructive notice to third parties.

Item 3 — Room Counts. Confirm the approximate room count for each of the eight (8) retained Collateral Properties. The total portfolio of twenty-two (22) properties comprises approximately 3,740 rooms. The breakdown of room counts attributable to the eight (8) retained properties is needed for the Schedule of Collateral Properties (see Exhibit A, attached). This information should be obtained from Deidre Langston or from the franchise operations records of Verimark Hospitality Group Inc.

Item 4 — Fixture Filings. Determine whether separate fixture filings should be recorded in the official records of Collier County, Florida (for the six Naples and Marco Island properties) and Hillsborough County, Florida (for the two Tampa properties). Fixture filings require a description of the related real property, the name of the record owner, and a designation that the filing is to be recorded in the real property records. If fixture filings are deemed advisable, they should be prepared and filed concurrently with or promptly following this central UCC-1 filing. The decision may depend on whether the Secured Party intends to claim priority over holders of interests in real property (e.g., future mortgagees) with respect to fixtures.

Item 5 — Ironclad National Bank Acknowledgment. Confirm receipt of Ironclad National Bank's written acknowledgment and/or consent regarding Verimark's security interest in the personal property and fixtures at the eight (8) unencumbered Collateral Properties. The INB Notification Letter was sent on April 24, 2024, to Devon Schultz, SVP, Commercial Real Estate Lending, at Ironclad National Bank's Atlanta office. While Ironclad's mortgage liens do not encumber these eight properties, obtaining Ironclad's written acknowledgment is a prudent step to avoid any future disputes regarding lien priority. If Ironclad raises any objections or requests any modifications, those should be communicated to Priya Anand immediately.

Item 6 — Entity Ownership Verification. Verify the entity that holds legal title to each of the eight (8) Collateral Properties and the personal property located thereon. As discussed in Section 7 above, it is possible that some Collateral Properties or property-level assets are held by sub-entities (e.g., Gulf Breeze Hospitality LLC, property-level LLCs, or Suncoast Room Management Inc.) rather than directly by Coastal Palms Franchise Holdings LLC. An accurate determination of entity ownership is essential to ensure that the correct debtor is named on each UCC-1 filing. Failure to name the correct debtor entity would render the filing ineffective as to assets held by the unnamed entity. A complete organizational chart and asset ownership schedule should be obtained from Debtor's counsel (Marcus Haverford, Dade & Palmetto LLP) or directly from the Debtor.

Item 7 — Coordination with Closing Checklist. The filing of this UCC-1 financing statement should be coordinated with the closing checklist prepared by Yuki Nakamura on April 23, 2024 (the "Closing Checklist"), which contains thirty-four (34) action items for the closing of the settlement transactions. The UCC-1 filing is identified as Item No. [_] on the Closing Checklist. It is critical that the UCC-1 filing occur concurrently with, or promptly following, the wire transfer of the initial Twenty-Five Million Dollar ($25,000,000.00) closing payment from the Ironclad National Bank escrow account. The Secured Party's security interest should be perfected at or before the time the closing payment is disbursed to avoid any gap in coverage. Yuki Nakamura should coordinate filing timing with the escrow agent and with Ironclad National Bank's counsel.

Item 8 — Theresa Brecker Consent. Confirm whether Theresa Brecker, who holds a fifteen percent (15%) equity interest in Coastal Palms Franchise Holdings LLC, is required to sign any authorization, consent, or acknowledgment in connection with the filing of this UCC-1 financing statement. The Security Agreement (Exhibit F) should be reviewed to determine whether Theresa Brecker's consent is required under the operating agreement of Coastal Palms Franchise Holdings LLC for the granting of a security interest in substantially all of the company's assets. If the operating agreement requires consent of all members (or members holding a specified percentage of membership interests) for the grant of a security interest, Theresa Brecker's consent should be obtained prior to filing.

Item 9 — Continuation Filing Deadline. Calendar the continuation filing deadline for this UCC-1 financing statement. Under Fla. Stat. § 679.5151, an initial financing statement is effective for a period of five (5) years from the date of filing. Assuming a filing date in late April 2024, the UCC-1 would lapse in approximately April 2029. The final structured settlement payment is due on April 22, 2028, which falls within the five-year effectiveness period. However, if the Debtor defaults on any installment payment or if enforcement proceedings extend beyond April 22, 2028, the Secured Party should ensure that a continuation statement (UCC-3) is filed within the six-month window prior to the lapse date (i.e., between approximately October 2028 and April 2029) to maintain the effectiveness of the financing statement. Yuki Nakamura should set a calendar reminder for October 2028 to evaluate whether a continuation filing is necessary.

Item 10 — Final Review and Approval. This draft UCC-1 financing statement is to be finalized and filed only after (a) partner review and approval by Priya Anand, Calderwood & Harkness LLP, and (b) client review and approval by Renata Solis-Vega, SVP & General Counsel, Verimark Hospitality Group Inc. No filing should be made until all open items identified in this Section 9 have been resolved. Priya Anand should circulate this draft to the client with a cover memorandum identifying the open items and requesting the client's input and approval.

EXHIBIT A

SCHEDULE OF COLLATERAL PROPERTIES

The following table sets forth a summary of the eight (8) Collateral Properties subject to the security interest described in this financing statement:

Notes to Schedule of Collateral Properties:

1. Unencumbered Status Confirmed. All eight (8) Collateral Properties listed above have been confirmed as unencumbered by Ironclad National Bank mortgage liens. Ironclad National Bank holds first-lien mortgages on the other eighteen (18) properties in the Coastal Palms portfolio (out of a total of twenty-two (22) properties), with an aggregate outstanding mortgage balance of approximately $94,000,000. The eight (8) properties listed above are free of such liens.

2. Retained Franchise Properties. These eight (8) properties are the retained franchise properties under the Settlement Agreement and Mutual Release dated April 22, 2024. Pursuant to the Settlement Agreement, Coastal Palms Franchise Holdings LLC will continue to operate these properties under the Verimark Suites and/or Verimark Select brand families, subject to new ten (10)-year Franchise License Agreements ("FLAs") with Verimark Hospitality Group Inc.

3. Enhanced Audit Protocols. Each new FLA incorporates enhanced audit protocols, including: (a) quarterly financial audits (increased from annual audits under the prior franchise agreements); (b) real-time point-of-sale ("POS") integration with Verimark's proprietary revenue-management system, enabling the Secured Party to monitor Gross Room Revenue and other revenue metrics on a continuous basis; and (c) Coastal Palms Franchise Holdings LLC bearing all audit costs for the first five (5) years of each FLA term (i.e., through approximately April 2029), with audit cost allocation to revert to the standard cost-sharing provisions thereafter.

4. Addresses and Room Counts Pending. Specific street addresses and approximate room counts for each Collateral Property are pending confirmation from the client. Coordination is required with Deidre Langston, Senior Vice President, Franchise Operations, Verimark Hospitality Group Inc. Total room count across the entire twenty-two (22) property portfolio is approximately 3,740 rooms; the breakdown attributable to the eight (8) retained properties is to be determined.

5. Ownership Entity Verification. The identity of the legal entity holding title to each Collateral Property — and the entity owning the personal property and fixtures located thereon — is subject to verification. It is possible that certain properties are held by Gulf Breeze Hospitality LLC or other property-level sub-entities rather than directly by Coastal Palms Franchise Holdings LLC. See Section 7 and Drafting Note, Item 6, supra.

6. Appraised Values. Individual appraised values for each Collateral Property are to be inserted upon receipt of final appraisal reports. The aggregate appraised value of $71,200,000 is based on preliminary appraisal data and is subject to confirmation.

END OF DRAFT UCC-1 FINANCING STATEMENT

This document is a DRAFT prepared by Calderwood & Harkness LLP for internal review purposes only. This draft is subject to attorney-client privilege and work product protection. It is not to be filed with any governmental authority until all open items identified in Section 9 have been resolved and final approval has been obtained from Priya Anand, Calderwood & Harkness LLP, and Renata Solis-Vega, Verimark Hospitality Group Inc.

Prepared by:

Calderwood & Harkness LLP

By: ________

Name: Yuki Nakamura

Title: Associate

Date: April 24, 2024

Reviewed by: ________

Name: Priya Anand

Title: Partner

Date: ________

Client Approval:

Verimark Hospitality Group Inc.

By: ________

Name: Renata Solis-Vega

Title: Senior Vice President & General Counsel