Contract analysis

I. PURPOSE AND LEGAL OBLIGATION Calderwood & Harkness LLP represents Pellegrino Capital Group LLC ("PCG") in connection with the arbitration demand filed by Meridian Shores Hospitality LLC ("MSH") on March 20, 2023, before JAMS (JAMS Ref. No. 1440032871). The dispute concerns the valuation methodology and buyout price for MSH's thirty-five percent (35%) membership interest in Palmetto Grand Ventures LLC ("PGV"), aris

II. BACKGROUND OF THE DISPUTE To provide context for the categories of documents and ESI subject to preservation, the following is a summary of the key facts and events giving rise to this dispute: Formation of PGV and the Operating Agreement. On June 15, 2017, PCG and MSH entered into the Operating Agreement to form PGV, a Florida limited liability company (Florida Filing No. L17000124583), for the purpose of acquir

III. SCOPE OF PRESERVATION — CATEGORIES OF DOCUMENTS AND ESI The following categories of documents and ESI must be preserved. This list is intended to be illustrative and not exhaustive. If you are uncertain whether a particular document or category of information falls within the scope of this hold, you should err on the side of preservation and contact Calderwood & Harkness LLP for guidance. The relevant time perio

IV. TYPES OF MEDIA AND STORAGE LOCATIONS SUBJECT TO HOLD The preservation obligation encompasses all documents and ESI, regardless of format or storage location. The following is a non-exhaustive list of the types of media and storage locations that must be preserved: Paper documents: All physical files maintained at PCG's offices at 1900 Bayshore Boulevard, Suite 1400, Tampa, FL 33606, any off-site storage or record

V. KEY CUSTODIANS The following individuals are identified as key custodians whose documents and ESI are subject to this hold. This list may be supplemented as additional custodians are identified:

1. Dominic R. Pellegrino, Managing Member, Pellegrino Capital Group LLC

2. Adriana Pellegrino-Voss, Senior Vice President of Investments, Pellegrino Capital Group LLC

3. Marcus Thiel, Chief Financial Officer, Pellegrino Capital Group LLC

4. All administrative assistants, executive assistants, analysts, associates, and other staff members who managed, created, received, or maintained files, documents, or communications related to PGV, MSH, the call option, the Whitfield appraisal, The Palmetto Grand Resort & Spa, or any subject within the scope of this hold

5. Any PGV or hotel-level employees (including, without limitation, the hotel general manager, director of finance, director of engineering, and any asset management personnel) who possess relevant operational, financial, capital expenditure, or maintenance records, to the extent PCG controls such records in its capacity as sole Manager of PGV Each key custodian bears personal responsibility for preserving all docume

VI. IMMEDIATE ACTIONS REQUIRED PCG must take the following actions immediately upon receipt of this notice:

1. Suspend all routine document destruction. Immediately suspend all routine document destruction, recycling, shredding, or deletion policies, schedules, and practices for all categories of documents and ESI identified in this notice. This suspension must remain in effect for the duration of this hold.

2. Notify all key custodians. Distribute a copy of this Litigation Hold Notice to all key custodians identified in Section V above. Obtain written confirmation from each custodian acknowledging receipt of the notice and understanding of the preservation obligations. The Acknowledgment and Confirmation Form attached hereto as Attachment A must be completed, signed, and returned by each custodian within five (5) busine

3. Disable auto-delete features. Immediately disable any auto-delete, auto-archive, or auto-purge features on all email accounts, messaging platforms, voicemail systems, and other electronic communication tools used by the key custodians. Coordinate with PCG's IT department or managed IT services provider to ensure these features are disabled at the system level.

4. Preserve backup tapes and archived data. Ensure that all backup tapes, archived data repositories, and disaster recovery copies covering the relevant time period (June 2017 to present) are preserved and are not overwritten, recycled, or destroyed in accordance with any rotation schedule or retention policy.

5. Implement technical preservation measures. Contact PCG's IT department or managed IT services provider to implement appropriate technical measures to prevent the inadvertent destruction, overwriting, or alteration of documents and ESI within the scope of this hold. Such measures may include, without limitation, placing legal holds on email accounts through the email system's administrative tools, imaging or clonin

6. Notify third-party custodians. Circulate this notice (or an appropriate version thereof) to any third parties who maintain documents or ESI on behalf of PCG or PGV that fall within the scope of this hold. This includes, but is not limited to: (a) Grantham, Pryce & Associates CPAs (Howard Grantham, CPA), 4221 West Boy Scout Boulevard, Suite 600, Tampa, FL 33607 — with respect to all accounting, tax, and financial r

7. Direct questions to Calderwood & Harkness. Forward to Calderwood & Harkness LLP any questions about whether specific documents, data, or categories of information fall within the scope of this hold. When in doubt, preserve. It is far better to preserve too much than too little.

VII. DURATION AND MODIFICATION This litigation hold remains in full force and effect until Calderwood & Harkness LLP issues a written release expressly terminating the hold. No oral communication, whether from a PCG employee, officer, or any other person, shall be deemed to release or modify this hold. The scope of this hold may be expanded or narrowed as the arbitration proceedings develop and as discovery obligatio

VIII. CONSEQUENCES OF NON-COMPLIANCE The importance of compliance with this litigation hold cannot be overstated. We wish to emphasize the following: The destruction, alteration, concealment, or failure to preserve relevant documents or ESI — whether intentional or negligent — may constitute spoliation of evidence. Spoliation is a serious legal violation that carries significant consequences. Under Florida law, JAMS

IX. CONTACT INFORMATION AND QUESTIONS All questions regarding this litigation hold, its scope, its implementation, or the preservation obligations described herein should be directed to: Francesca Morano, Partner (Responsible Partner) Calderwood & Harkness LLP 801 Brickell Avenue, Suite 2800 Miami, FL 33131 Direct: (305) 814-7218 Email: fmorano@calderwoodharkness.com Simone Laroche, Associate (Lead Associate) Calderw

1. Receipt of Litigation Hold Notice. I have received and carefully reviewed the Litigation Hold Notice dated March 23, 2023 (the "Notice"), prepared by Calderwood & Harkness LLP in connection with the above-referenced arbitration proceeding.

2. Understanding of Preservation Obligations. I understand that I am obligated to preserve all documents and electronically stored information ("ESI") within my possession, custody, or control that fall within the scope of the categories described in the Notice. I understand that this obligation applies to documents and ESI in all formats and media, including paper documents, emails, electronic files, text messages,

3. Suspension of Document Destruction Policies. I commit to immediately suspending any and all document retention, recycling, shredding, or deletion policies, practices, and schedules that would otherwise result in the alteration, modification, or destruction of documents and ESI within the scope of the Notice. I will not delete, alter, discard, destroy, or otherwise dispose of any such materials.

4. Identification of Repositories. I have identified the following repositories, storage locations, devices, and/or accounts in my possession, custody, or control that may contain documents or ESI within the scope of the Notice: ________________________________________ ________________________________________ ________________________________________ ________________________________________ ___________________________

5. Ongoing Obligation. I understand that this preservation obligation is ongoing and will remain in effect until I receive express written notice from Calderwood & Harkness LLP that the hold has been lifted. I understand that periodic reminders will be issued, and I will continue to comply with the Notice regardless of whether I receive such reminders.

6. Notification of Questions or Concerns. I agree to promptly notify Calderwood & Harkness LLP if I have any questions regarding the scope of the Notice, if I become aware of any documents or ESI that may be at risk of destruction, or if I identify additional repositories of potentially relevant materials. ACKNOWLEDGED AND CONFIRMED: Name: ________ Title: ________ Signature: ________ Date: ________ Custodian Signatur