Contract analysis

1. Engagement and Scope of Representation Calderwood & Harkness LLP is pleased to confirm its engagement by Pellegrino Capital Group LLC in connection with the dispute initiated by Meridian Shores Hospitality LLC ("MSH") concerning the valuation and mandatory buyout of MSH's thirty-five percent (35%) membership interest in Palmetto Grand Ventures LLC ("PGV"), a Florida limited liability company. The dispute arises fr

2. Engagement Team The following attorneys have been assigned to this engagement and will serve as the core members of the engagement team: Francesca Morano, Partner (Miami Office) — Responsible Partner. Ms. Morano will serve as the primary contact for client communications, strategic direction, and overall management of the engagement. All significant decisions regarding case strategy, settlement posture, and hearin

3. Fee Arrangements 3.1 Hourly Billing This engagement will be conducted on an hourly billing basis. The Client will be charged for time expended by Firm attorneys and professional staff on the matter at their respective standard hourly rates in effect at the time the services are rendered. Time is recorded in increments of one-tenth (0.1) of an hour. 3.2 Current Hourly Rates The current standard hourly rates for the

4. Insurance and Third-Party Funding of Defense Costs The Client has advised the Firm that PCG maintains a managers' liability / directors' and officers' ("D&O") insurance policy issued by Atlantic Omnivrel Insurance Company, Policy No. AFML-2022-08745, providing coverage with a limit of Ten Million Dollars ($10,000,000.00) per occurrence and Ten Million Dollars ($10,000,000.00) in the aggregate (the "D&O Policy"). T

5. Conflicts of Interest and Waiver 5.1 Conflicts Check The Firm has conducted a comprehensive conflicts check as of March 21, 2023, in accordance with the Firm's internal policies and procedures and the Florida Rules of Professional Conduct. A separate Conflict Check Memorandum has been prepared in connection with this engagement and is maintained in the Firm's records. 5.2 Current Representations Based on the resul

6. Confidentiality and Privilege 6.1 Attorney-Client Privilege and Work-Product Protection All communications between the Firm and the Client in connection with this engagement are subject to the protection of the attorney-client privilege and the work-product doctrine. These protections are vital to the effective representation of the Client's interests and must be zealously maintained throughout the engagement and

7. Document Preservation The Client is hereby placed on notice of its obligation to preserve all documents and electronically stored information ("ESI") that are or may be relevant to the dispute with MSH. A formal Litigation Hold Notice will be issued separately by the Firm on March 23, 2023, and will be directed to the Client and to appropriate custodians within PCG and PGV. Without limiting the scope of the forthc

8. Termination of Engagement Either the Client or the Firm may terminate this engagement upon reasonable written notice to the other party. In the event of termination: (a) The Client remains responsible for the payment of all fees and costs incurred by the Firm through the effective date of termination, in accordance with the terms of this engagement letter. (b) The Firm will take such steps as are reasonably necess

9. No Guarantee of Outcome The Firm cannot and does not guarantee any particular outcome in the JAMS arbitration, any related mediation or settlement negotiations, or any other aspect of this engagement. While the Firm will apply its best professional judgment and efforts to achieve a favorable result for the Client, the outcome of any dispute resolution proceeding is inherently uncertain and depends upon numerous fa

10. Governing Law This engagement letter and the terms and conditions set forth herein shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict-of-laws principles. Any dispute arising out of or relating to this engagement letter that cannot be resolved by mutual agreement shall be submitted to binding arbitration in Miami-Dade County, Florida, in accordanc

11. Acceptance and Countersignature If the foregoing terms and conditions are acceptable to the Client, please indicate PCG's agreement by signing and dating this letter in the space provided below and returning a signed copy to the Firm. An executed copy may be returned by hand delivery, overnight courier, or electronic transmission (PDF) to Francesca Morano at the contact information set forth in Section 2 above. T