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BK: 3757 PG: 705
<br />Exhibit B
<br />Covv of Corporate Resolution
<br />ACTION AND RESOLUTIONS OF THE SHAREHOLDERS OF
<br />RIVERFRONT GROVES, INC.
<br />TAKEN BY WRITTEN CONSENT IN LIEU OF A MEETING
<br />The undersigned being all of the shareholders ("Shareholders") of RIVERFRONT
<br />GROVES, INC., a Florida corporation (the "Corporation'), hereby authorize, consent to and
<br />approve the following resolutions and actions by written consent, which, pursuant to Section
<br />607.0704, Florida Statutes, shall have the same force and effect as if taken at a meeting of the
<br />shareholders of the Corporation duly called and held (the "Consent"):
<br />WHEREAS, the Corporation and TCGFL 98th Ave, LLC, a Florida limited liability
<br />company ("TCGFL") entered into that certain Agreement for the Purchase and Sale of Real
<br />Property having an effective date of May 23, 2023, as amended by the First Amendment thereto
<br />effective August 18, 2023, as amended by the Second Amendment thereto effective November 17,
<br />2023 and as amended by the Third Amendment thereto effective November 26, 2024 (as may be
<br />further amended collectively, the "Agreement"), and concurrent with the Closing under the
<br />Agreement, TCGFL will assign all of its right, title and interest in, to and under the Agreement to
<br />Lennar Homes, LLC, a Florida limited liability company ("Lennar") and Lennar will assign its
<br />right to acquire the Property (as defined in the Agreement) to DRP Bookbinder Multistate, LLC,
<br />a Delaware limited liability company ("DRP") as Lennar's nominee;
<br />WHEREAS, pursuant to the terms of the Agreement, the Corporation will sell to DRP,
<br />and DRP will purchase from the Corporation, approximately 116.83 acres of real property located
<br />in Indian River County, Florida, which is more particularly described in the Agreement (the
<br />"Property"), together with certain other rights and appurtenances associated with the Property as
<br />described in the Agreement, for a purchase price Six Million Two Hundred Twenty -Five Thousand
<br />Dollars ($6,225,000.00), which sale constitutes the disposition of substantially all the property of
<br />the Corporation;
<br />WHEREAS, the Shareholders acknowledge and agree that they have had an adequate
<br />opportunity to ask questions and to obtain and review all relevant information related to the
<br />transactions contemplated by the Agreement and described in this Consent, including, without
<br />limitation, review of financial statements, disclosures and other confidential and proprietary
<br />information of the Corporation prior to the execution of this Consent, and that they have had the
<br />opportunity to consult with Corporation counsel regarding the legal effects of the transactions
<br />contemplated in this Consent on the Corporation and/or to retain and consult with independent
<br />legal counsel and other advisors to advise them individually regarding the transactions
<br />contemplated hereunder; and
<br />WHEREAS, the Shareholders deem the transactions in this Consent, including all
<br />transactions and agreements contemplated by the Agreement, to be in the best interest of the
<br />Corporation and the Corporation's Shareholders.
<br />NOW, THEREFORE, BE IT RESOLVED, that the transactions described in this
<br />Consent, including the Agreement and all transactions, agreements and actions contemplated
<br />thereunder and thereby, are hereby authorized, approved, and confirmed; and
<br />Action by Written Consent River front Groves I= 2025
<br />344
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