Contract analysis

1. Dismissal of Claims with Prejudice. All claims asserted by Claimant Meridian Shores Hospitality LLC in its Demand for Arbitration filed on March 20, 2023, including but not limited to claims for bad-faith valuation under Section 12.7 of the Operating Agreement, claims for breach of Section 8.3 of the Operating Agreement relating to capital expenditure and deferred maintenance obligations, and all other claims, cau

2. Dismissal of Counterclaims with Prejudice. All counterclaims asserted by Respondent Pellegrino Capital Group LLC in its Response and Counterclaim filed on April 5, 2023, including but not limited to its counterclaim for declaratory relief that the buyout price of $41,300,000 constituted the proper Fair Market Value under Section 12.4 of the Operating Agreement, and all other counterclaims, causes of action, and de

3. Dismissal of All Claims, Cross-Claims, and Causes of Action. In addition to the specific claims and counterclaims described in Paragraphs 1 and 2 above, all claims, counterclaims, cross-claims, causes of action, demands, rights, and remedies of any kind or nature whatsoever, whether known or unknown, suspected or unsuspected, asserted or which could have been asserted by either Party against the other Party in thi

4. Each Party Bears Its Own Costs and Fees. Each Party shall bear its own attorneys' fees, costs, disbursements, and expenses incurred in connection with this arbitration proceeding, including but not limited to fees for legal counsel, expert witnesses, consultants, and any other professionals retained in connection with this matter. Each Party shall further bear its own proportionate share of JAMS administrative fee

5. JAMS Administrative Fees and File Closure. The Parties hereby confirm that all JAMS administrative fees, Arbitrator compensation, and all other related charges and assessments arising in connection with JAMS Ref. No. 1440032871 have been paid in full, or that satisfactory arrangements for the payment thereof have been made directly with JAMS. The Parties respectfully request that JAMS close its file on this matter

6. Confidentiality of Settlement Terms. The specific terms of the Parties' settlement, including, without limitation, the Redemption Agreement dated May 20, 2024 and the Mutual Release and Settlement Agreement dated May 20, 2024, are confidential and shall not be incorporated by reference into, or deemed to form a part of, this Stipulation. Nothing in this Stipulation shall be construed as a disclosure or waiver of t

7. No Admission of Liability. This Stipulation of Dismissal does not constitute, and shall not be construed as, an admission of liability, wrongdoing, fault, or the merit or lack of merit of any claim or defense by either Party. Neither Party concedes, by entering into this Stipulation, the validity, merit, or correctness of any claim, counterclaim, allegation, defense, or position asserted by the other Party in this

8. Finality and Preclusive Effect. This dismissal with prejudice shall operate as a final adjudication on the merits for all purposes, including but not limited to the doctrines of res judicata, claim preclusion, and issue preclusion, as to all claims, counterclaims, causes of action, and demands asserted or which could have been asserted by either Party against the other Party in this proceeding. Each Party acknowle

9. Arbitrator Jurisdiction and Closing of Proceeding. The Parties respectfully request that the Arbitrator, the Honorable Margaret Liu Chen (Ret.), enter an order consistent with this Joint Stipulation of Dismissal with Prejudice, closing this matter and terminating the Arbitrator's jurisdiction over this proceeding. Upon the entry of such order, the Arbitrator shall have no further jurisdiction over this matter or o

10. Authority. Each undersigned attorney hereby represents and warrants that he or she has been duly authorized by his or her respective client to execute this Joint Stipulation of Dismissal with Prejudice on behalf of such client, and that the execution and delivery of this Stipulation has been approved by all necessary action on the part of the respective Party. Each undersigned attorney further represents that no

1. All claims, counterclaims, cross-claims, causes of action, and demands of any kind or nature asserted or which could have been asserted by either Party in this arbitration proceeding, JAMS Ref. No. 1440032871, are hereby DISMISSED WITH PREJUDICE and on the merits.

2. Each Party shall bear its own attorneys' fees, costs, and expenses incurred in connection with this arbitration proceeding, including its own share of JAMS administrative fees, Arbitrator compensation, mediator fees, and expert and appraiser costs. No award of fees or costs is made in favor of or against either Party.

3. The Arbitrator's jurisdiction over this matter is hereby TERMINATED, except as may be necessary to enforce the terms of the Joint Stipulation of Dismissal with Prejudice or to resolve any dispute concerning the interpretation or application thereof.

4. The JAMS file in Ref. No. 1440032871, captioned Meridian Shores Hospitality LLC v. Pellegrino Capital Group LLC, is hereby CLOSED.

5. This Order constitutes the final disposition of all matters before the Arbitrator in this proceeding. ORDERED: ________________________________________ Hon. Margaret Liu Chen (Ret.) Arbitrator JAMS Jacksonville, FL Resolution Center Date: ________ CERTIFICATE OF SERVICE I hereby certify that on August 9, 2024, a true and correct copy of the foregoing Joint Stipulation of Dismissal with Prejudice and the [Proposed]