Contract analysis

Section 1: Parties 1.1 Purchaser. Pellegrino Capital Group LLC, a Florida limited liability company ("PCG"), with its principal office at 1900 Bayshore Boulevard, Suite 1400, Tampa, FL 33606. PCG's authorized signatory for purposes of this Term Sheet and all transactions contemplated hereby is Dominic R. Pellegrino, in his capacity as Managing Member of PCG. PCG represents and warrants that Mr. Pellegrino has full po

Section 2: Recitals and Background 2.1 Formation of PGV. PCG and MSH are the sole members of Palmetto Grand Ventures LLC, a Florida limited liability company ("PGV" or the "Company"), EIN 82-5063921, Florida Department of State Filing No. L17000124583, which was duly organized and formed on June 15, 2017, under the laws of the State of Florida. 2.2 Membership Interests. PCG holds a sixty-five percent (65%) membership

Section 3: The Redemption 3.1 Transaction. Subject to and upon the terms and conditions set forth in this Term Sheet (and, upon execution, the Definitive Agreements), PCG shall purchase, and MSH shall sell, transfer, assign, convey, and deliver to PCG, MSH's entire thirty-five percent (35%) membership interest in PGV (the "Redeemed Interest"), free and clear of all liens, pledges, security interests, charges, claims,

Section 4: Payment Terms 4.1 Lump-Sum Payment. The Redemption Price of Fifty-Two Million Eight Hundred Fifty Thousand Dollars ($52,850,000) shall be paid in a single lump-sum wire transfer of immediately available funds to a bank account designated by MSH in writing at least five (5) business days prior to the scheduled closing date. Payment shall be made on the closing date simultaneously with the delivery of all cl

Section 5: Closing and Definitive Agreements 5.1 Negotiation of Definitive Agreements. The Parties shall negotiate in good faith and use commercially reasonable efforts to finalize and execute a Definitive Redemption Agreement (the "Redemption Agreement") within forty-five (45) days of the execution of this Term Sheet (target execution date: on or before May 20, 2024). The Redemption Agreement shall be prepared by co

Section 6: Lender Consent and Funding 6.1 Obligation to Obtain Lender Consent. PCG shall use commercially reasonable efforts to obtain the consent of Gulf Atlantic National Bank ("GANB"), as administrative agent and lender under that certain Credit Agreement dated as of June 30, 2017, Loan No. CRE-2017-06284 (the "Loan Agreement"), with an outstanding principal balance of approximately Forty-Eight Million Six Hundred

Section 7: Mutual Release of Claims 7.1 Mutual Release. Simultaneously with the Closing, PCG, MSH, and their respective members, managers, officers, directors, partners, affiliates, subsidiaries, successors, and assigns, including specifically Dominic R. Pellegrino, Adriana Pellegrino-Voss, Marcus Thiel, Nathaniel Cordero, and Elena Cordero (collectively, the "Released Parties"), shall execute a Mutual Release and Se

Section 8: Dismissal of Arbitration 8.1 Stipulation of Dismissal. Within fifteen (15) business days following the Closing, the Parties shall jointly file a Stipulation of Dismissal with Prejudice (the "Stipulation of Dismissal") in JAMS Reference No. 1440032871 before the Honorable Margaret Liu Chen (Ret.), as arbitrator, dismissing the Arbitration and all claims, counterclaims, and cross-claims asserted therein with

Section 9: Fees and Costs 9.1 Own Fees and Costs. Each Party shall bear its own attorneys' fees, expert and appraiser costs, arbitration fees and assessments, mediation fees and assessments, and all other costs and expenses incurred in connection with the Arbitration, the mediation on March 25, 2024, the negotiation and execution of this Term Sheet, the negotiation and execution of the Definitive Agreements, and all

Section 10: Confidentiality 10.1 Confidentiality Obligations. The terms of this Term Sheet and the Redemption, including, without limitation, the Redemption Price, the existence and terms of the framework agreement reached at mediation, and any information exchanged between the Parties in connection with the negotiation of this Term Sheet and the Definitive Agreements, shall be treated as strictly confidential by bot

Section 11: Exclusivity and Standstill 11.1 MSH Exclusivity. From the date of execution of this Term Sheet through the earlier of (i) the Closing and (ii) the termination of this Term Sheet in accordance with Section 14 hereof, MSH shall not, and shall cause its members, managers, officers, agents, and representatives not to, directly or indirectly, solicit, initiate, encourage, negotiate, discuss, or enter into any

Section 12: Governing Law and Dispute Resolution 12.1 Governing Law. This Term Sheet shall be governed by, and construed and enforced in accordance with, the laws of the State of Florida, without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of Florida or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of F

Section 13: Binding Effect 13.1 Binding Agreement. This Term Sheet constitutes a legally binding and enforceable agreement between the Parties upon execution by both Parties. Each Party acknowledges that it has had the opportunity to consult with independent legal counsel regarding this Term Sheet, that it has read and understands the terms and conditions hereof, and that it enters into this Term Sheet voluntarily an

Section 14: Termination 14.1 Termination for Failure to Execute Definitive Agreements. If the Definitive Agreements (including the Redemption Agreement) are not fully executed by both Parties within sixty (60) days of the date hereof (i.e., by June 7, 2024), either Party may terminate this Term Sheet upon ten (10) days' prior written notice to the other Party, provided that the terminating Party is not then in materi

Section 15: Miscellaneous 15.1 Notices. All notices, requests, demands, consents, waivers, and other communications required or permitted under this Term Sheet shall be in writing and shall be delivered by (i) personal delivery, (ii) nationally recognized overnight courier service, or (iii) electronic mail (with confirmation of receipt), addressed as follows: If to PCG: Pellegrino Capital Group LLC 1900 Bayshore Boul