Subj: NON ACQUISITIONS, MERGERS, BUYOUTS, TAKEOVERS

For the Preservation of Business from the date of this Memorandum Village Resorts Hospitality Group, LLC, a California Limited Liability Company, and Company's owned, managed, and/or operated thereof shall operate only in the ordinary and usual course of business consistent with its Operating Agreement(s), which are signed, serialized, and notarized as follows.

For the Preservation of Business Village Resorts Hospitality Group, LLC, to include any related entities of, or to any entity, Company, or business owned by the above shall not cause nor agree to cause a buyout, takeover, acquisition, or merger of Village Resorts Hospitality Group, LLC, to include any related entities of, or to any entity, or Company, or business owned by the above.

Competitors shall not acquire or agree to acquire by merging or consolidation with, or by purchasing a substantial portion of the assets or securities of, or by any other manner, any business or any corporation, partnership, association, or other business organization or division thereof or otherwise acquire or agree to acquire any assets that are material, individual or in the aggregate, to Village Resorts Hospitality Group, LLC.

Neither the Company, Shareholder nor Principal Shareholder will vote in favor of any such acquisition, whether structured as a merger, consolidation, takeover, or buyout and the provisions of this Section are not for the benefit of any creditor or other Person (other than a Member) to whom any debts, liabilities or obligations are owed by, or who otherwise has any claim against, the Company or any Member, and no creditor or other Person shall obtain any rights under this Section or by reason of this Section, or shall be able to make any claim in respect of any debts, liabilities or obligations against the Company or any Member.

The Founding Member (Oliver B. Mitchell III) initially appointed as the initial Director and as a permanent member of the Board of Directors to serve thereon may not be removed from such office at any time and no Member shall, approved or otherwise, engage in any capacity (as owner, employee, consultant, or otherwise) in any activity competing with or benefiting from the business of the Company that shall cause an acquisition, merger, takeover, buyout, or transfer resulting in an acquisition, merger, takeover, transfer or buyout of the Company, and any activity competing with or benefiting from the business of the Company, and each Member, Director, and officer of the Company in breach of the provisions of this Section shall be liable to the Company and/or the other Members for any income or profit derived from such activity, and any other competing business opportunity by any Member, Director or officer of the Company and any Affiliate thereof is strictly forbidden unless prior approval first obtained and issued by the Board of Directors.

For the Preservation of Business from the date of this Memorandum the Director (Oliver B. Mitchell III) hereby does not approve of any acquisitions, mergers, buyouts, or takeovers of Village Resorts Hospitality Group, LLC, a California Limited Liability Company, and Company's owned, managed, and/or operated thereof.

This Memorandum were originally signed by Oliver B. Mitchell III, the Chief Executive Officer (CEO) of Village Resorts Hospitality Group, LLC, on July 19, 2023.