VILLAGE RESORTS HOSPITALITY GROUP, LLC. 

FOR IMMEDIATE RELEASE

AUGUST 7, 2022

MEMORANDUM FOR ALL STAFF

SUBJ: HOSTILE TAKEOVER(S)

THIS MEMORANDUM ISSUED BY THE OFFICE OF THE PRESIDENT, VILLAGE RESORTS HOSPITALITY GROUP, LLC, TO ALL RELATED ENTITIES, ENSURES THAT FOR THE GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED TO BE LEGALLY BOUND AND AGREED AS FOLLOWS.

VULNERABILITY TO FRAUD AND DISHONESTY CAN SOMETIMES RESULT IN UNSOLICITED AND HOSTILE TAKEOVER ATTEMPTS, WHICH CAN INFLUENCE THE OPERATIONS OF AN ORGANIZATION AND INFLUENCE CORPORATE DECISION-MAKING HINDERING OUR SUCCESS AND LONG-TERM GOALS.

VILLAGE RESORTS HOSPITALITY GROUP HAS REASONABLE GROUNDS TO BELIEVE THAT HOSTILE ACTIONS OR AN ATTEMPT AT A HOSTILE TAKEOVER OF VILLAGE RESORTS HOSPITALITY GROUP, LLC, OR ANY OF THE COMPANY'S WE MAY OWN, OPERATE, AND MANAGE, IS PRESENT AND CONSISTENT HINDERING OUR SUCCESS AND LONG TERM GOALS.

THE CONTINUED ATTACKS WE BELIEVE ARE DIRECTLY RELATED TO OUR CEO AND OWNER OF VILLAGE RESORTS HOSPITALITY GROUP, LLC, AND HIS ROLE AND INVOLVEMENT IN UNRELATED AND PAST INCIDENTS. AS EXPRESSED, THE CEO OF VILLAGE RESORTS HOSPITALITY GROUP, LLC, MR. OLIVER B. MITCHELL III, IS A FORMER FEDERAL CAREER EMPLOYEE TURNED WHISTLEBLOWER WHOSE DISCLOSURES SPARKED NATIONAL DISCOURSE AND DESPITE THE LEGAL PROTECTIONS AFFORDED WHISTLEBLOWERS, THE CEO OF VILLAGE RESORTS HOSPITALITY GROUP, LLC, WE BELIEVE, CONTINUES TO BE SINGLED OUT FOR DISCRIMINATION, RACISM, REPRISAL, AND EXCESSIVE JUDICIAL PUNISHMENT WHICH HAS LED TO A DISRUPTION IN OUR ATTEMPT TO OFFER OUR GUESTS THE ULTIMATE RESORT EXPERIENCE.

FOR THE PROVISIONS OF VILLAGE RESORTS HOSPITALITY GROUP, LLC, AND ANY OF THE COMPANY'S WE MAY OWN, OPERATE, AND MANAGE, VILLAGE RESORTS HOSPITALITY GROUP, LLC, AND ANY OF THE COMPANY'S WE MAY OWN, OPERATE, AND MANAGE ARE NOT FOR THE BENEFIT OF ANY CREDITOR OR OTHER PERSON INCLUDING MEMBERS, BOARD OF DIRECTORS, EMPLOYEES, AFFILIATES, OR OTHERWISE AND NO PERSON SHALL CAUSE A HOSTILE TAKEOVER, MEANING ANY TRANSACTION (OR ONE OR MORE RELATED OR UNRELATED TRANSACTIONS) PURSUANT TO WHICH ANY “PERSON” (AS SUCH TERM IS USED IN HEREIN WITHIN VILLAGE RESORTS HOSPITALITY GROUP, LLC, AND ANY OF THE COMPANY'S THEY MAY OWN, OPERATE, AND MANAGE, OPERATING AGREEMENTS) IS OR BECOMES THE “BENEFICIAL OWNER” (AS DEFINED HEREIN WITHIN THEIR OPERATING AGREEMENT), DIRECTLY OR INDIRECTLY, OF SECURITIES OF THE COMPANY REPRESENTING OR ACQUIRING MORE OR TOTAL OWNERSHIP OR THE TOTAL VOTING POWER REPRESENTED BY THE COMPANY INCLUDING ANY OUTSTANDING VOTING SECURITIES WITHOUT REGARD TO WHETHER THE MANAGING MEMBER OR BOARD HAS APPROVED SUCH ACQUISITION(S).

THE MISSION STATEMENT OF VILLAGE RESORTS HOSPITALITY GROUP, LLC, IS TO DELIVER "THE ULTIMATE RESORT EXPERIENCE" AND THROUGH OUR MISSION STATEMENT, OUR GOAL AND INTENT ARE TO CAREFULLY CURATE ENVIRONMENT’S THAT ARE STYLISH, UPBEAT, AND MODERN AS WE STRIVE TO PROVIDE AN ENVIRONMENT FREE OF FEAR AND OPPRESSION FOR ALL GUESTS.

THE FOUNDER AND CEO OF VILLAGE RESORTS HOSPITALITY GROUP, LLC, MR. OLIVER B. MITCHELL III, HAS CONTRIBUTED SIGNIFICANTLY TO CURATING ENVIRONMENTS THAT ARE STYLISH, UPBEAT, AND MODERN AND AS CEO, MR. MITCHELL CONTENDS ALL HOSTILE TAKEOVER ATTEMPTS ARE DISAVOWED AND VILLAGE RESORTS HOSPITALITY GROUP, LLC, DISAVOWS ANY PERCEIVED DISCRIMINATION, REPRISAL, AND RETALIATION AGAINST MR. MITCHELL FOR BEING AFRICAN AMERICAN, INCLUDING HIS SEXUAL ORIENTATION (GAY), PERCEIVED POSITIONS REGARDING VILLAGE RESORTS HOSPITALITY GROUP OPERATIONS, AND HIS PAST PERFORMANCE WHICH LED TO DISCLOSURES THAT SPARKED NATIONAL DISCOURSE.

THE FOUNDING MEMBER (OLIVER B. MITCHELL III) OF VILLAGE RESORTS HOSPITALITY GROUP, LLC, WERE APPOINTED AS THE INITIAL DIRECTOR AND AS A PERMANENT MEMBER OF THE BOARD OF DIRECTORS TO SERVE THEREON AND THE IMPACT OF UNFAIR COMPETITION RESULTING IN HOSTILE TAKEOVERS GO FAR BEYOND OUR CEO, MR. MITCHELL. UNFAIR COMPETITION AND HOSTILE TAKEOVERS CAN NEGATIVELY AFFECT AND IMPACT OUR BUSINESS MODEL, SEVERELY IMPACTING OUR GOALS AND STRATEGIES RESULTING IN AN INFERIOR PRODUCT LIMITING OUR ABILITY TO FULFILL OUR MISSION STATEMENT.

VILLAGE RESORTS HOSPITALITY GROUP, LLC, AND ANY OF THE COMPANY'S WE MAY OWN, OPERATE, AND MANAGE, WILL VIGOROUSLY DEFEND ANY ATTEMPT AT A HOSTILE TAKEOVER WHETHER SOLICITED OR UNSOLICITED HINDERING OUR SUCCESS AND LONG-TERM GOALS THAT AFFECT AND IMPACT OUR BUSINESS MODEL AND OUR LEGAL RIGHT TO OFFER OUR GUESTS OUR VERSION OF THE ULTIMATE EXPERIENCE.

FROM TIME TO TIME, AT OUR SOLE DISCRETION VILLAGE RESORTS HOSPITALITY GROUP, LLC, RESERVES THE RIGHT TO IMPLEMENT, MODIFY, CANCEL, OR CHANGE ANY POLICY OR AGREEMENT AS NECESSARY.

URBAN GROUND RESORT & RESIDENCE OWNED AND OPERATED BY URBAN GROUND RESORT, LLC, IS A VILLAGE RESORTS HOSPITALITY GROUP, LLC, PROPERTY. ALL RIGHTS RESERVED. ALL IMAGES AND CONCEPTS ARE THE PROPERTY OF URBAN GROUND RESORT, LLC, AND VILLAGE RESORTS HOSPITALITY GROUP, LLC, AND ARE SUBJECT TO COPYRIGHT.

YOU MAY REVIEW OUR LATEST MEMORANDUM AT HTTPS://DOCDRO.ID/ERLHKG0