Contract analysis

I. On March 20, 2023, MSH filed a Demand for Arbitration with JAMS (JAMS Ref. No. 1440032871), asserting claims against PCG for (i) bad-faith valuation under Section 12.7 of the Operating Agreement, (ii) breach of fiduciary duty by PCG in its capacity as Manager of PGV, and (iii) breach of Section 8.3 of the Operating Agreement regarding capital expenditure and deferred-maintenance obligations, including an alleged E

Section 1.1 — Definitions. As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Article I shall have the meanings ascribed to them elsewhere in this Agreement. (a) "Arbitration" means the arbitration proceeding captioned Meridian Shores Hospitality LLC v. Pellegrino Capital Group LLC, JAMS Ref. No. 1440032871, pending before Hon. Margar

Section 1.2 — Interpretation. Unless the context otherwise requires, the following rules of construction shall apply to this Agreement: (a) References to "Sections," "Articles," and "Exhibits" are to sections, articles, and exhibits of this Agreement unless otherwise indicated. (b) The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or inte

Section 2.1 — Release by MSH, N. Cordero, and E. Cordero. MSH, Nathaniel Cordero, and Elena Cordero (collectively, the "MSH Releasors"), on behalf of themselves and their respective heirs, executors, administrators, legal representatives, successors, assigns, agents, and representatives, hereby irrevocably and unconditionally release, acquit, and forever discharge the PCG Released Parties from any and all Claims that

Section 2.2 — Release by PCG, PGV, and D. Pellegrino. PCG, PGV (acting through PCG as its sole Manager), and Dominic R. Pellegrino (collectively, the "PCG Releasors"), on behalf of themselves and their respective heirs, executors, administrators, legal representatives, successors, assigns, agents, and representatives, hereby irrevocably and unconditionally release, acquit, and forever discharge the MSH Released Parti

Section 2.3 — Scope of Releases. The releases set forth in Sections 2.1 and 2.2 of this Agreement are intended to be as broad and comprehensive as permitted by applicable law and shall be construed to effectuate a complete and final resolution of all disputes between and among the Parties. Without limiting the generality of the foregoing: (a) The releases encompass all Claims whether arising under contract, tort, sta

Section 2.4 — Waiver of Unknown Claims. Each Party expressly waives and relinquishes, to the fullest extent permitted by applicable law, any and all rights and benefits that it may have under any statute, rule, regulation, or common-law principle of any jurisdiction that would otherwise limit the scope of a release to those Claims that are known or suspected to exist at the time of execution of such release. Each Par

Section 2.5 — Exceptions to Release. Notwithstanding any provision of this Article II to the contrary, the releases set forth in Sections 2.1 and 2.2 shall not extend to or release: (a) Any obligations arising under this Agreement, including the covenants, representations, warranties, and indemnification obligations set forth herein; (b) Any obligations arising under the Redemption Agreement, including the obligation

ARTICLE III — DISMISSAL OF ARBITRATION; COVENANT NOT TO SUE

Section 3.1 — Dismissal of Arbitration. Within ten (10) business days following the closing of the Redemption under the Redemption Agreement (the "Closing"), the Parties shall jointly file with JAMS in Jacksonville, Florida, a Stipulation of Dismissal with Prejudice of the Arbitration, JAMS Ref. No. 1440032871, substantially in the form attached hereto as Exhibit A (the "Stipulation of Dismissal"), dismissing with pr

Section 3.2 — Covenant Not to Sue. Each Party hereby irrevocably covenants and agrees that it will not, directly or indirectly, commence, maintain, prosecute, participate in, contribute to, or assist any action, suit, arbitration, mediation, administrative proceeding, or other proceeding of any kind against any Released Party, or cause or encourage any other person or entity to commence, maintain, prosecute, particip

Section 3.3 — No Assignment of Claims. Each Party represents and warrants to each other Party that, as of the Effective Date, such Party has not heretofore assigned, transferred, conveyed, pledged, hypothecated, or otherwise encumbered any of the Released Claims to any person or entity, and that such Party is the sole and exclusive owner of all Released Claims that such Party is releasing pursuant to this Agreement.

Section 4.1 — Indemnification by MSH Releasors. MSH, N. Cordero, and E. Cordero shall, jointly and severally, indemnify, defend, and hold harmless the PCG Released Parties from and against any and all Claims, losses, damages, liabilities, judgments, settlements, costs, and expenses (including reasonable attorneys' fees, court costs, and expenses of investigation and litigation) arising out of or resulting from: (a) A

Section 4.2 — Indemnification by PCG Releasors. PCG, PGV, and D. Pellegrino shall, jointly and severally, indemnify, defend, and hold harmless the MSH Released Parties from and against any and all Claims, losses, damages, liabilities, judgments, settlements, costs, and expenses (including reasonable attorneys' fees, court costs, and expenses of investigation and litigation) arising out of or resulting from: (a) Any b

Section 4.3 — Indemnification Procedures. Any Party seeking indemnification under this Article IV (an "Indemnified Party") shall promptly notify the indemnifying Party (the "Indemnifying Party") in writing of any claim, demand, or proceeding for which indemnification is sought, provided that the failure to give such notice shall not relieve the Indemnifying Party of its indemnification obligations except to the exten

ARTICLE V — ATTORNEYS' FEES AND COSTS

Section 5.1 — Each Party Bears Its Own Fees and Costs. Except as otherwise expressly provided in this Agreement, each Party shall bear and pay its own attorneys' fees, costs, expenses, and disbursements incurred in connection with the Arbitration, the mediation sessions conducted by Raymond Alcazar of Alcazar Dispute Resolution LLC on February 12, 2024 and March 25, 2024, the negotiation, preparation, and execution o

Section 5.2 — Prevailing Party in Enforcement. Notwithstanding the provisions of Section 5.1, in the event of any action, suit, arbitration, or other proceeding brought by any Party to enforce any provision of this Agreement or to obtain damages for the breach hereof, the prevailing Party in such action or proceeding shall be entitled to recover from the non-prevailing Party its reasonable attorneys' fees, costs, and

ARTICLE VI — REPRESENTATIONS AND WARRANTIES

Section 6.1 — Mutual Representations and Warranties. Each Party hereby represents and warrants to each other Party, as of the Effective Date, as follows: (a) Authority. Such Party has the full right, power, legal capacity, and authority to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby. In the case of PCG, the execution and delivery of this Agreement and the perfor

Section 6.2 — Specific Representations by Individual Parties. In addition to the foregoing mutual representations and warranties: (a) D. Pellegrino represents and warrants that he executes this Agreement both in his individual capacity and in his capacity as Managing Member of PCG, and that he has full authority to execute this Agreement on behalf of PCG and to bind PCG and PGV to the terms and conditions hereof. D.

Section 7.1 — Confidentiality of Terms. The terms and conditions of this Agreement, the Redemption Agreement, the Redemption Price of Fifty-Two Million Eight Hundred Fifty Thousand Dollars ($52,850,000), and all negotiations, discussions, and correspondence leading to the execution of this Agreement and the Redemption Agreement (collectively, the "Confidential Information") shall be maintained in strict confidence by

Section 7.2 — Non-Disparagement. Each Party hereby agrees that it shall not, and shall cause its officers, directors, managers, members, employees, agents, and representatives not to, make or publish any disparaging, derogatory, defamatory, or otherwise negative statements, whether oral, written, or electronic, concerning any Released Party in connection with the matters that are the subject of this Agreement, includ

Section 7.3 — Permitted Statements. Notwithstanding the confidentiality and non-disparagement obligations set forth in Sections 7.1 and 7.2, if asked about the dispute, any Party may state publicly or privately that the matter has been resolved amicably and to the mutual satisfaction of the Parties, without disclosing the financial terms of the settlement, the Redemption Price, or any other Confidential Information.

Section 8.1 — Tax Treatment. The Parties agree that the Redemption Price of Fifty-Two Million Eight Hundred Fifty Thousand Dollars ($52,850,000) shall be treated for federal and state income tax purposes as consideration paid for the redemption of MSH's thirty-five percent (35%) membership interest in PGV, in accordance with the applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code"), incl

Section 8.2 — Cooperation on Tax Matters. The Parties agree to cooperate in good faith with one another in connection with any tax filings, audits, assessments, examinations, or inquiries by any governmental authority relating to PGV for all tax years through and including the date of the Closing, including the provision of information, the execution of documents, and the making of elections as may be reasonably requ

ARTICLE IX — MISCELLANEOUS PROVISIONS

Section 9.1 — Entire Agreement. This Agreement, together with the Redemption Agreement, the Assignment of Membership Interest executed in connection with the closing of the Redemption, and the other documents and instruments executed and delivered in connection with the Closing (collectively, the "Transaction Documents"), constitutes the entire agreement among the Parties with respect to the subject matter hereof and

Section 9.2 — Amendments. This Agreement may not be amended, modified, supplemented, restated, or waived except by a written instrument duly executed by each of the Parties hereto. No oral amendment, modification, or waiver of any provision of this Agreement shall be effective for any purpose.

Section 9.3 — Governing Law. This Agreement 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 conflicts-of-law principles that would cause the application of the laws of any jurisdiction other than the State of Florida.

Section 9.4 — Dispute Resolution. Any dispute, controversy, or claim arising out of or relating to this Agreement, including the interpretation, breach, termination, or validity hereof, shall be resolved by final and binding arbitration administered by JAMS in Jacksonville, Florida, in accordance with the JAMS Comprehensive Arbitration Rules and Procedures then in effect, consistent with the dispute resolution provis

Section 9.5 — Waiver. No waiver by any Party of any breach or default of any provision of this Agreement shall be effective unless set forth in a written instrument executed by the waiving Party. No waiver of any breach or default shall constitute a waiver of any other or subsequent breach or default, whether of the same or a different provision of this Agreement. No failure or delay by any Party in exercising any ri

Section 9.6 — Severability. If any provision of this Agreement, or the application thereof to any person, entity, or circumstance, is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and the remaining provisions shall continue in full force and effect

Section 9.7 — Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective heirs, executors, administrators, legal representatives, successors, and assigns. No Party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of all other Parties, and any purported assignment or delegation wit

Section 9.8 — No Admission of Liability. This Agreement is a compromise and settlement of disputed claims. Nothing contained herein shall be deemed, construed, or interpreted as an admission of liability, fault, wrongdoing, or violation of law by any Party. Each Party specifically denies any liability or wrongdoing with respect to the matters giving rise to the Arbitration and the disputes resolved by this Agreement.

Section 9.9 — Counterparts and Electronic Execution. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by portable document format (PDF), electronic signature (including signatures created through DocuSign, Ashford Health IT, or similar electronic signature platforms), or fa

Section 9.10 — Notices. All notices, requests, demands, consents, waivers, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered by hand, (b) one (1) business day after being sent by nationally recognized overnight courier service (with confirmation of delivery), or (c) when sent by email with confirmation of

Section 9.11 — Third-Party Beneficiaries. Except for the PCG Released Parties and the MSH Released Parties, each of whom is an intended third-party beneficiary of the releases set forth in Article II of this Agreement with full rights to enforce such releases, nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity other than the Parties and their permitted successors a

Section 9.12 — Construction. This Agreement was negotiated at arm's length by the Parties, each represented by independent legal counsel, and shall not be construed more strictly against any Party on the ground that such Party or its counsel drafted or prepared this Agreement or any portion hereof. Each Party has participated in the drafting and negotiation of this Agreement, and any ambiguities shall not be construe

Section 9.13 — Further Assurances. Each Party shall, at any time and from time to time after the Effective Date, upon the reasonable request of any other Party, execute and deliver such additional documents, instruments, conveyances, and assurances and take such further actions as may be reasonably necessary or desirable to carry out the purposes and intent of this Agreement and to consummate and make effective the t

1. All claims asserted by MSH in its Demand for Arbitration filed on March 20, 2023, including (a) the claim for bad-faith valuation under Section 12.7 of the Operating Agreement of Palmetto Grand Ventures LLC dated June 15, 2017, (b) the claim for breach of fiduciary duty by PCG in its capacity as Manager of Palmetto Grand Ventures LLC, and (c) the claim for breach of Section 8.3 of the Operating Agreement regarding

2. All counterclaims asserted by PCG in its Response and Counterclaim filed on April 5, 2023, including PCG's counterclaim for declaratory relief regarding the proper buyout price under Section 12.4 of the Operating Agreement, are hereby dismissed with prejudice.

3. All motions, discovery disputes, and other proceedings pending in this Arbitration are hereby withdrawn and terminated.

4. Each Party shall bear its own attorneys' fees, costs, expenses, and disbursements incurred in connection with this Arbitration, the mediation sessions, and all related matters, and neither Party shall seek reimbursement, contribution, or recovery of any such fees, costs, expenses, or disbursements from the other Party.

5. This Stipulation of Dismissal is filed pursuant to the terms of the Mutual Release and Settlement Agreement dated May 20, 2024, by and among PCG, MSH, Dominic R. Pellegrino, Nathaniel Cordero, and Elena Cordero.

6. The Parties respectfully request that the Arbitrator enter an order confirming the dismissal of all claims, counterclaims, and proceedings in this Arbitration with prejudice and closing the case file. Filed: August 9, 2024 COUNSEL FOR CLAIMANT MERIDIAN SHORES HOSPITALITY LLC HARGROVE, DUNLAP & CASTILLO LLP By: ________ Name: Victoria Castillo Title: Partner 1395 Brickell Avenue, Suite 3100 Miami, FL 33131 COUNSEL