Contract analysis

I. Purpose This memorandum documents the results of the conflicts clearance check conducted on March 20–21, 2023, in connection with the proposed engagement of Pellegrino Capital Group LLC ("PCG") as a new client of Calderwood & Harkness LLP ("C&H" or the "Firm"). The purpose of this memorandum is to confirm that the Firm has undertaken a thorough and comprehensive review of all potential conflicts of interest that c

II. Proposed Client Identification The following information was gathered from publicly available records, PCG's counsel intake questionnaire (submitted March 19, 2023), and the Florida Division of Corporations Sunbiz database. All data points were entered into the IntegriCheck system as search parameters. Full Legal Name: Pellegrino Capital Group LLC Entity Type: Florida limited liability company (family office) EIN

III. Adverse and Interested Parties Checked The following parties were identified as adverse parties, interested parties, potential witnesses, or entities whose interests may be affected by the proposed representation. Each party was searched against the Firm's IntegriCheck conflicts database, supplemented by manual review of partner and associate lateral-hire disclosure files and, where applicable, review of matter

I. Aurelian Hotels & Resorts Inc. (Hotel Franchisor) Full Legal Name: Aurelian Hotels & Resorts Inc. Entity Type: Delaware corporation Headquarters: 3200 West Cypress Creek Road, Fort Lauderdale, FL 33309 Aurelian Hotels & Resorts Inc. ("Aurelian") is the franchisor of The Palmetto Grand Resort & Spa, operating under a Franchise Agreement dated July 15, 2017, between Aurelian and PGV. The franchise has a 20-year term

IV. Engagement Team Clearance Each member of the proposed engagement team was individually checked for personal conflicts of interest with any identified party, including through review of their respective lateral-hire disclosure files (where applicable), personal investment disclosures, and prior employment records. Francesca Morano, Partner, Litigation (General) — Miami Office. Ms. Morano will serve as the Responsi

V. Related-Entity and Affiliate Searches In addition to the specific party searches described in Section III above, the conflicts team conducted the following broader searches to identify any additional relationships or prior engagements that might give rise to a conflict or the appearance of impropriety:

1. Pellegrino Family Members. The IntegriCheck database was searched for all known Pellegrino family members identified in PCG's counsel intake questionnaire, including Dominic R. Pellegrino, Adriana Pellegrino-Voss, Marco Pellegrino (Dominic's son), and Teresa Pellegrino (Dominic's spouse). No matches were identified.

2. Pellegrino-Affiliated Entities. Searches were conducted for all Pellegrino-affiliated entities identified in publicly available records and in PCG's intake questionnaire, including Pellegrino Capital Partners LP, Pellegrino Family Trust (Dominic R. Pellegrino, Trustee), Bayshore Multifamily Holdings LLC, and Suncoast Alternative Asset Fund I LLC. No matches were identified.

3. Cordero Family Members. The database was searched for Nathaniel Cordero, Elena Cordero, and common variations of these names. No matches were identified beyond the specific MSH search results reported in Section III.A above.

4. MSH Affiliates. Searches were conducted for known affiliates of MSH, including Cordero Hospitality Partners LLC, Royal Palm Ventures LLC, and Meridian Shores Management Inc. No matches were identified.

5. Clearwater Beach / Tampa Bay Hospitality Matters. A keyword search was conducted for any prior or current Firm matters involving hospitality or hotel joint ventures in the Clearwater Beach, Tampa Bay, or Pinellas County market areas. No potentially related matters were identified.

6. Operating Agreement Counterparties. The names of all parties referenced in the Operating Agreement — including its exhibits, schedules, and amendments — were cross-referenced against the IntegriCheck database to the extent those parties were disclosed in the intake materials provided by PCG. No additional conflicts were identified. No additional conflicts were identified through any of the related-entity and affil

VI. Conclusion and Recommendation Based upon the comprehensive conflicts clearance process described in this memorandum, the undersigned report the following conclusions:

1. All searches against the Firm's IntegriCheck conflicts database, personnel records, and lateral-hire disclosure files have been completed as of March 21, 2023, at 9:30 AM ET.

2. No conflicts of interest under Rule 4-1.7 (Conflict of Interest; Current Clients) of the Florida Rules of Professional Conduct have been identified. The Firm does not currently represent any party whose interests are adverse to PCG in connection with the proposed matter.

3. No conflicts of interest under Rule 4-1.9 (Duties to Former Clients) of the Florida Rules of Professional Conduct have been identified. The Firm's prior closed representations of Gulf Atlantic National Bank (Matter Nos. 1027-00003 and 1027-00003) are not substantially related to the proposed matter, did not involve any of the parties or subject matter at issue in the proposed engagement, and do not create an adver

4. No imputed conflicts were identified with respect to any member of the proposed engagement team based upon lateral-hire disclosures or prior employment.

5. No other ethical or professional responsibility concerns have been identified in connection with the proposed engagement. Recommendation: The conflicts check is CLEARED. The Firm may proceed with the engagement of Pellegrino Capital Group LLC in connection with the defense of the buyout-valuation dispute brought by Meridian Shores Hospitality LLC (JAMS Ref. No. 1440032871), subject to execution of the engagement l

VII. Approvals Prepared by: ________________________________________ Jeffrey Park, Associate Litigation (General) — Miami Office Date: March 21, 2023 Reviewed by: ________________________________________ Simone Laroche, Associate Litigation (General) — Miami Office Date: March 21, 2023 Approved by: ________________________________________ Samuel Eklund, Partner Litigation (General) — Miami Office Date: March 21, 2023

VIII. Appendix — Conflicts Search Parameters The following information is provided for the permanent matter file to document the scope and methodology of the conflicts clearance process. A. Names, Entities, EINs, and Aliases Entered into IntegriCheck The following search terms were entered into the Firm's IntegriCheck conflicts database system. Each entry was searched using both exact-match and fuzzy-match algorithms