Contract analysis

I. Purpose and Scope of This Memorandum This memorandum is prepared in advance of the deposition of Dominic R. Pellegrino, currently scheduled for October 10, 2023, in connection with the arbitration proceeding captioned Meridian Shores Hospitality LLC v. Pellegrino Capital Group LLC, JAMS Reference No. 1440032871. The deposition will take place at the JAMS Jacksonville Resolution Center, 1 Independent Drive, Suite 1

1. Prepare Mr. Pellegrino for all anticipated lines of questioning;

2. Identify sensitive topics and areas of particular risk;

3. Provide guidance on responsive testimony that is truthful, accurate, and protective of PCG's litigation position;

4. Flag areas where the assertion of attorney-client privilege or work-product protection may be necessary; and

5. Outline a pre-deposition preparation schedule to ensure Mr. Pellegrino is fully prepared by the deposition date. This memorandum is a privileged attorney work-product document. It reflects the mental impressions, legal theories, strategies, and opinions of counsel at Calderwood & Harkness LLP. It is protected by the attorney-client privilege and the work-product doctrine under Florida law and applicable federal co

II. General Deposition Guidelines The following guidelines apply to Mr. Pellegrino's deposition testimony generally. We will review these principles in detail during the preparation sessions on October 8 and, if necessary, October 9. Mr. Pellegrino should internalize these guidelines so that they become instinctive during the deposition itself. A. Core Principles Listen to the entire question before answering. Ms. Ca

III. Background on the Dispute The following summary is provided for contextual reference in advance of the preparation sessions. Mr. Pellegrino is already familiar with the facts of the underlying dispute. This section is intended to provide a concise, organized overview that Mr. Pellegrino can use to refresh his recollection on the key dates, parties, and factual milestones. The Joint Venture. Pellegrino Capital Gr

IV. Anticipated Areas of Examination This section identifies the principal topics that we anticipate Ms. Castillo will explore during the deposition, together with the key facts Mr. Pellegrino should be prepared to testify about and specific guidance for each topic area. These topics are organized roughly in the order we expect them to be raised, beginning with background and foundation and progressing to the more se

1. The call option became exercisable on June 15, 2022, a date fixed by the OA;

2. The valuation date under the OA is December 31, 2022, also fixed by the OA;

3. The Hotel's 2022 financial performance was strong — $62.8 million in revenue, $289 RevPAR, $18.4 million NOI, and $19.7 million EBITDA. These facts directly undercut any suggestion that PCG was attempting to exploit a depressed market. The Hotel's 2022 performance was robust by any measure, and the valuation date was not selected by PCG — it was determined by the contractual formula in the OA. D. Selection of Whit

I. Insurance Coverage and Defense Anticipated Questions. Ms. Castillo may ask about PCG's insurance coverage and whether the defense of this arbitration is being funded, in whole or in part, by an insurance carrier: • Is PCG's defense being funded in part by insurance? This question may reference Atlantic Omnivrel Insurance Company, Policy No. AFML-2022-08745, which is a $10 million per occurrence/aggregate managers'

V. Key Documents to Review Before Deposition Mr. Pellegrino should review the following documents in advance of the deposition. These documents are the most likely to be introduced as exhibits by opposing counsel and are the documents that underpin the key factual issues in the case. We will make all of these documents available during the October 6 preparation session.

1. PGV Operating Agreement dated June 15, 2017 — with particular attention to Sections 4.1 (Capital Contributions), 5.2 (Preferred Return and Distribution Waterfall), 8.3 (Maintenance Obligations), 12.4 (Call Option), 12.4(c) (Third-Appraiser Mechanism), 12.5 (Buyout Mechanics), 12.7 (Bad-Faith Penalty), and 15.2 (Dispute Resolution).

2. Call-Option Exercise Notice dated January 9, 2023 — the formal notice from PCG to MSH exercising the call option under OA Section 12.4.

3. Whitfield Appraisal Report dated February 10, 2023 — concluding FMV of $118.0 million. Mr. Pellegrino should be familiar with the report's executive summary, the key valuation assumptions (including the 9.5% cap rate and 10.75% discount rate), and the methodological approach (income approach and sales comparison approach, weighted 40%/60%).

4. PCG's Tender Letter to MSH dated March 1, 2023 — tendering $41.3 million for MSH's 35% membership interest plus accrued preferred return.

5. MSH's Rejection Letter dated March 10, 2023 — rejecting the tender and setting forth MSH's position that the Whitfield appraisal materially understated FMV.

6. Beacon Appraisal Report dated April 14, 2023 — concluding FMV of $151.5 million. Mr. Pellegrino should be familiar with the key areas of divergence from the Whitfield appraisal, including the cap rate differential, the deferred-maintenance adjustment, and the franchise-agreement adjustment.

7. Linden Park Advisory LLC Preliminary Indication of Value dated July 14, 2023 — reflecting a preliminary value range of $130.0 million to $138.0 million.

8. Internal PCG Investment-Committee Memoranda — any memoranda produced or ordered produced pursuant to the arbitrator's November 30, 2023 ruling on MSH's motion to compel. These documents require careful review with counsel before the deposition.

9. PGV Annual Financial Statements for fiscal years 2020, 2021, and 2022.

10. Capital Expenditure Budgets and Records for PGV — covering the period from 2019 through 2023, including any FF&E reserve schedules, deferred-maintenance logs, property condition assessments, and capital-expenditure authorization forms.

11. Correspondence between Mr. Pellegrino and Cordero — any emails, letters, text messages, or other written communications regarding JV operations, capital expenditures, distributions, or the call option.

12. GANB Loan Documents — Loan No. CRE-2017-06284 — Mr. Pellegrino should be aware of the outstanding principal balance of $48.6 million as of the valuation date and the material terms of the loan.

13. Aurelian Franchise Agreement dated July 15, 2017 — including the franchise fee schedule, term, renewal provisions, and performance requirements.

VI. Potential Exhibits Opposing Counsel May Introduce Based on MSH's claims, the discovery exchanged to date, and Ms. Castillo's likely litigation strategy, we anticipate that opposing counsel may introduce the following categories of exhibits during Mr. Pellegrino's deposition:

1. The Operating Agreement — Ms. Castillo will likely mark the OA as her first exhibit and spend extensive time questioning Mr. Pellegrino about Sections 12.4 (Call Option), 12.7 (Bad-Faith Penalty), and 8.3 (Maintenance Obligations). Mr. Pellegrino should be thoroughly familiar with these provisions.

2. The Call-Option Exercise Notice (January 9, 2023) — Ms. Castillo will use this exhibit to establish the timeline and the factual predicate for the call-option exercise.

3. The Whitfield Appraisal — Ms. Castillo may walk Mr. Pellegrino through specific sections of the Whitfield appraisal, including the cap rate selection, discount rate, comparable-sales analysis, and any assumptions or limiting conditions. She may ask whether Mr. Pellegrino agrees with specific conclusions or whether he finds any of the assumptions questionable.

4. Internal PCG Emails or Memoranda Regarding the Call Option or Valuation Expectations — To the extent such documents were produced pursuant to the motion to compel, Ms. Castillo will use them to establish that PCG had internal discussions about valuation outcomes before the Whitfield appraisal was completed. This is the highest-risk category of exhibits.

5. Capital Expenditure Reports, Deferred Maintenance Lists, and Property Inspection Reports — These exhibits support MSH's claim that PCG breached OA Section 8.3 and deliberately allowed the Property to deteriorate in advance of the call-option exercise.

6. Correspondence Between PCG and MSH Regarding Property Management — Any letters or emails from Cordero or MSH raising maintenance concerns, requesting capital expenditures, or object