Contract analysis

Section 1.1 — Defined Terms. As used in this Assignment, the following terms shall have the meanings set forth below: "Assigned Interest" means MSH's thirty-five percent (35%) membership interest in Palmetto Grand Ventures LLC, together with all of MSH's right, title, and interest in, to, and under the Operating Agreement, including, without limitation, (a) all economic rights (including, without limitation, rights t

Section 1.2 — Other Defined Terms. Capitalized terms used but not otherwise defined in this Assignment shall have the meanings ascribed to such terms in the Redemption Agreement or, if not defined therein, in the Operating Agreement. In the event of any conflict between the definitions set forth in this Assignment and those set forth in the Redemption Agreement, the definitions in this Assignment shall control for pu

Section 1.3 — Rules of Construction. Unless the context otherwise requires: (a) words in the singular include the plural and vice versa; (b) references to "Articles," "Sections," and "Exhibits" are to Articles, Sections, and Exhibits of this Assignment; (c) the words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation"; (d) the words "herein," "hereof," "hereby," "h

ARTICLE 2 — ASSIGNMENT AND TRANSFER

Section 2.1 — Assignment. Effective as of the Effective Date, MSH hereby irrevocably assigns, transfers, conveys, sets over, and delivers to PCG, and PCG hereby accepts from MSH, all of MSH's right, title, and interest in and to the Assigned Interest, constituting a thirty-five percent (35%) membership interest in the Company. This assignment is absolute and unconditional and is not subject to any conditions subseque

Section 2.2 — Free and Clear Transfer. The Assigned Interest is hereby transferred and conveyed to PCG free and clear of all liens, claims, charges, encumbrances, pledges, security interests, mortgages, deeds of trust, options, warrants, rights of first refusal, rights of first offer, put rights, call rights, preemptive rights, restrictions on transfer (other than those arising under applicable federal and state secu

Section 2.3 — Included Rights. The assignment effected by Section 2.1 includes, without limitation, the transfer and conveyance to PCG of the following: (a) All of MSH's right to receive distributions from the Company, whether arising before, on, or after the Effective Date, except as otherwise expressly provided in Section 4.3 of the Redemption Agreement (which provides that certain distributions declared prior to t

Section 2.4 — Assumption. PCG, as Assignee, hereby assumes all duties and obligations of MSH as a member of the Company arising from and after the Effective Date, including, without limitation, any obligations arising under the Operating Agreement that are attributable to the Assigned Interest from and after the Effective Date. For the avoidance of doubt, PCG does not assume, and shall not be deemed to have assumed,

ARTICLE 3 — REPRESENTATIONS AND WARRANTIES OF ASSIGNOR MSH hereby represents and warrants to PCG as follows, each such representation and warranty being made as of the Effective Date:

Section 3.1 — Organization and Good Standing. MSH is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. MSH is duly qualified and authorized to do business and is in good standing as a foreign limited liability company in the State of Florida. MSH has all requisite limited liability company power and authority to own, lease, and operate its prop

Section 3.2 — Authority. MSH has full limited liability company power and authority to execute, deliver, and perform this Assignment and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Assignment by MSH have been duly authorized by all necessary limited liability company action on the part of MSH, including the approval of its Managing Member, Nathaniel Cordero, an

Section 3.3 — Ownership of Assigned Interest. MSH is the sole record and beneficial owner of the Assigned Interest, representing a thirty-five percent (35%) membership interest in the Company. MSH has good and marketable title to the Assigned Interest. MSH has the unrestricted right, power, and authority to transfer, assign, and deliver the Assigned Interest to PCG, and such transfer, assignment, and delivery will co

Section 3.4 — No Encumbrances. The Assigned Interest is free and clear of all Encumbrances. No person or entity other than PCG has any right, option, warrant, call, commitment, or agreement to acquire, or any claim to, the Assigned Interest or any portion thereof. MSH has not entered into any agreement, arrangement, or understanding (whether written or oral) pursuant to which any person or entity has any right to acq

Section 3.5 — No Conflicts. The execution, delivery, and performance of this Assignment by MSH, and the consummation of the transactions contemplated hereby, do not and will not: (a) conflict with, violate, or result in a breach of any provision of the certificate of formation or operating agreement (or equivalent organizational documents) of MSH; (b) conflict with, violate, or result in a breach of, or constitute a

Section 3.6 — Consents. All consents, approvals, authorizations, orders, filings, registrations, and qualifications of or with any court, governmental authority, regulatory body, or third party that are required for the valid execution, delivery, and performance of this Assignment by MSH and the consummation of the transactions contemplated hereby have been obtained or made. Without limiting the generality of the for

Section 3.7 — No Litigation. Except for the Arbitration Proceeding (JAMS Ref. No. 1440032871), which is being dismissed with prejudice simultaneously herewith pursuant to the terms of the Release Agreement, there are no pending or, to the knowledge of MSH, threatened actions, suits, claims, arbitrations, investigations, or proceedings of any kind or nature whatsoever (whether at law or in equity, and whether civil, c

ARTICLE 4 — REPRESENTATIONS AND WARRANTIES OF ASSIGNEE PCG hereby represents and warrants to MSH as follows, each such representation and warranty being made as of the Effective Date:

Section 4.1 — Organization and Good Standing. PCG is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Florida. PCG has all requisite limited liability company power and authority to own, lease, and operate its properties and assets and to carry on its business as presently conducted.

Section 4.2 — Authority. PCG has full limited liability company power and authority to execute, deliver, and perform this Assignment and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Assignment by PCG have been duly authorized by all necessary limited liability company action on the part of PCG, including the authorization and approval of Dominic R. Pellegrino, i

Section 4.3 — Payment of Redemption Price. PCG has paid, or simultaneously herewith is paying, to MSH the full Redemption Price of Fifty-Two Million Eight Hundred Fifty Thousand Dollars ($52,850,000) by wire transfer of immediately available funds to the account designated by MSH in the wire transfer instructions set forth in Exhibit B attached hereto. The sources of funds for the payment of the Redemption Price are

ARTICLE 5 — EFFECT OF ASSIGNMENT

Section 5.1 — Admission as Sole Member. Upon the effectiveness of this Assignment, PCG shall hold a one hundred percent (100%) membership interest in the Company, and MSH shall cease to be a member of the Company in all respects. MSH shall have no further rights, interests, or obligations with respect to the Company or the Assigned Interest (except as otherwise expressly set forth in this Assignment, the Redemption A

Section 5.2 — Amended and Restated Operating Agreement. The Parties acknowledge and agree that, following the effectiveness of this Assignment, the Operating Agreement shall be amended and restated in its entirety to reflect PCG as the sole member and Manager of the Company and to make such other modifications as PCG, in its sole discretion, deems appropriate to reflect the single-member structure of the Company. PCG

Section 5.3 — Capital Accounts. MSH's capital account in the Company, as maintained in accordance with the Operating Agreement and applicable provisions of Treasury Regulations Section 1.704-1(b)(2)(iv) promulgated under Section 704(b) of the Internal Revenue Code of 1986, as amended (the "Code"), shall be reduced to zero upon the effectiveness of this Assignment. PCG's capital account shall be adjusted in accordance

Section 5.4 — Tax Treatment. The Parties intend that this Assignment shall be treated as a purchase and sale of MSH's membership interest in the Company for federal, state, and local income tax purposes and not as a liquidating distribution to MSH. Each Party agrees to report the transactions contemplated by this Assignment consistently with such treatment on all applicable tax returns, schedules, and information sta

ARTICLE 6 — FURTHER ASSURANCES

Section 6.1 — General Obligation. Each Party agrees to execute and deliver, promptly upon the reasonable request of the other Party, such additional documents, instruments, conveyances, certificates, and assurances, and to take such further actions, as may be reasonably necessary or desirable to effectuate the transfer of the Assigned Interest contemplated by this Assignment, to confirm and perfect the title of PCG t

Section 6.2 — Specific Cooperation Obligations. Without limiting the generality of Section 6.1, MSH agrees to cooperate with PCG and the Company in connection with each of the following, as applicable: (a) Updating the books and records of the Company to reflect the transfer of the Assigned Interest and PCG's status as the sole member and Manager of the Company; (b) Preparing and filing any amended articles of organi

Section 6.3 — Expenses. Except as otherwise provided in the Redemption Agreement, each Party shall bear its own costs and expenses incurred in connection with the preparation, execution, and delivery of this Assignment and the other closing documents, including the fees and expenses of such Party's legal counsel, accountants, and other advisors.

Section 7.1 — Indemnification by Assignor. MSH shall indemnify, defend, and hold harmless PCG, the Company, and their respective members, managers, officers, employees, agents, successors, and assigns (collectively, the "PCG Indemnified Parties") from and against any and all losses, claims, damages, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' fees and expenses, expert fees,

Section 7.2 — Indemnification by Assignee. PCG shall indemnify, defend, and hold harmless MSH and its members, managers, officers, employees, agents, successors, and assigns (collectively, the "MSH Indemnified Parties") from and against any and all Losses arising out of or relating to: (a) any breach of, or inaccuracy in, any representation or warranty made by PCG in this Assignment; (b) any breach or nonperformance

Section 7.3 — Survival. The representations, warranties, covenants, and indemnification obligations contained in this Assignment shall survive the execution and delivery of this Assignment and the consummation of the transactions contemplated hereby for a period of twelve (12) months following the Effective Date; provided, however, that (a) the representations and warranties of MSH set forth in Section 3.2 (Authority

Section 8.1 — Governing Law. This Assignment shall be governed by, and construed and enforced in accordance with, the laws of the State of Florida, without regard to principles of conflicts of law that would require the application of the laws of any other jurisdiction. The Parties acknowledge and agree that the Company is a Florida limited liability company governed by the Florida Revised Limited Liability Company A

Section 8.2 — Dispute Resolution. Any dispute, claim, or controversy arising out of or relating to this Assignment, or the breach, termination, enforcement, interpretation, or validity thereof (including the determination of the scope or applicability of this agreement to arbitrate), shall be determined by binding arbitration administered by JAMS in accordance with its Comprehensive Arbitration Rules and Procedures t

Section 8.3 — Entire Agreement. This Assignment, together with the Redemption Agreement, the Release Agreement, and the other documents and instruments executed and delivered at closing in connection with the Redemption Agreement (collectively, the "Closing Documents"), constitutes the entire agreement between the Parties with respect to the subject matter hereof and thereof, and supersedes all prior and contemporane

Section 8.4 — Amendment. This Assignment may not be amended, modified, supplemented, or waived except by a written instrument duly executed by both MSH and PCG. No oral statement, course of dealing, or course of performance shall operate to amend or modify this Assignment.

Section 8.5 — Severability. If any provision of this Assignment is held to be illegal, invalid, or unenforceable under any present or future law, rule, or regulation, such provision shall be fully severable, and this Assignment shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof. The remaining provisions of this Assignment shall remain in full forc

Section 8.6 — Successors and Assigns. This Assignment shall be binding upon and shall inure to the benefit of the Parties and their respective successors, assigns, heirs, executors, administrators, and legal representatives. Neither Party may assign its rights or delegate its obligations under this Assignment without the prior written consent of the other Party, except that PCG may assign its rights under this Assign

Section 8.7 — Counterparts. This Assignment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Assignment by electronic transmission (including by means of a portable document format (.pdf) file or other electronic imaging means) shall be as effective as delivery of

Section 8.8 — Notices. All notices, requests, demands, consents, and other communications required or permitted under this Assignment shall be in writing and shall be deemed duly given upon the earliest to occur of: (a) actual receipt by the Party to whom such notice is directed; (b) upon delivery by hand or by nationally recognized overnight courier service; or (c) upon sending by certified or registered mail, retur

Section 8.9 — Waiver. No failure or delay by any Party in exercising any right, power, or privilege under this Assignment shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. No waiver of any provision of this Assignment shall be effective unless made in writ

Section 8.10 — Headings. The headings of the Articles, Sections, and subsections of this Assignment are inserted for convenience of reference only and shall not affect the meaning, interpretation, or construction of this Assignment. [Remainder of this page intentionally left blank. Signature pages follow.] SIGNATURE PAGE TO ASSIGNMENT OF MEMBERSHIP INTEREST IN WITNESS WHEREOF, the Parties have executed this Assignmen

1. Consents to the transfer of the Assigned Interest (as defined in the Assignment) from Meridian Shores Hospitality LLC to Pellegrino Capital Group LLC, effective as of the Effective Date;

2. Confirms that, upon the effectiveness of the Assignment, Pellegrino Capital Group LLC shall hold a one hundred percent (100%) membership interest in Palmetto Grand Ventures LLC, and Meridian Shores Hospitality LLC shall cease to be a member of Palmetto Grand Ventures LLC in all respects;

3. Agrees to promptly update its books, records, and membership register to reflect Pellegrino Capital Group LLC as the sole holder of a one hundred percent (100%) membership interest in Palmetto Grand Ventures LLC; and

4. Agrees to take such other actions as may be reasonably necessary to effectuate the transfer of the Assigned Interest and the purposes of the Assignment, including, without limitation, the filing of any amended articles of organization or other certificates with the Florida Department of State, Division of Corporations, as required. PALMETTO GRAND VENTURES LLC, a Florida limited liability company By: Pellegrino Cap