Contract analysis

I. Following the failure to resolve the valuation dispute through the mechanisms set forth in the OA, MSH filed a Demand for Arbitration with JAMS on March 20, 2023 (JAMS Ref. No. 1440032871), asserting claims for breach of the OA, breach of fiduciary duty, and bad-faith exercise of the Call Option, among other claims. PCG filed its Response and Counterclaim on April 5, 2023, denying MSH's allegations and asserting c

Section 1.1 — Defined Terms. As used in this Agreement, the following terms shall have the meanings ascribed to them below. Capitalized terms used but not defined in this Section 1.1 shall have the meanings ascribed to them elsewhere in this Agreement or in the OA, as applicable. "Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common

Section 1.2 — Rules of Construction. Unless the context otherwise requires, the following rules of construction shall apply to the interpretation of this Agreement: (a) The headings and captions contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this Agreement, and shall not be referred to in connection with the construction or interpretation of this Agreement. (b)

ARTICLE II — REDEMPTION OF MEMBERSHIP INTEREST

Section 2.1 — Redemption. Subject to the terms and conditions of this Agreement, at the Closing, MSH shall sell, assign, transfer, convey, and deliver to PCG, and PCG shall purchase, acquire, and accept from MSH, the Redeemed Interest, being thirty-five percent (35%) of the membership interests in the Company, free and clear of all Encumbrances other than Permitted Encumbrances. Upon the consummation of the Closing,

Section 2.2 — Redemption Price. The aggregate purchase price for the Redeemed Interest shall be Fifty-Two Million Eight Hundred Fifty Thousand Dollars ($52,850,000) (the "Redemption Price"). The Redemption Price was determined by the Parties through arm's-length negotiation conducted in the context of the Arbitration and mediation proceedings and reflects the following components, as more fully set forth on Schedule

Section 2.3 — Payment of Redemption Price. The Redemption Price shall be paid by PCG to MSH at the Closing by wire transfer of immediately available funds denominated in United States Dollars to the bank account designated by MSH in writing in accordance with the wire transfer instructions set forth on Exhibit F attached hereto, which instructions shall be delivered by MSH to PCG not less than three (3) Business Days

Section 2.4 — No Adjustments. The Redemption Price is a fixed amount and shall not be subject to any post-closing purchase-price adjustment, true-up, working capital adjustment, earn-out, holdback, escrow, or similar mechanism. The Parties have negotiated the Redemption Price on an "as-is, where-is" basis as a settlement amount and expressly waive any right to seek any adjustment to the Redemption Price after the Clo

Section 3.1 — Closing Date and Location. The closing of the transactions contemplated by this Agreement (the "Closing") shall take place remotely via the electronic exchange of executed documents and wire transfer of funds on or before June 30, 2024, or such other date as the Parties may mutually agree upon in writing (the "Closing Date"). There shall be no requirement that the Parties physically convene at a single

Section 3.2 — Deliveries by MSH at Closing. At or prior to the Closing, MSH shall deliver or cause to be delivered to PCG each of the following: (a) Assignment of Membership Interest. A duly executed Assignment of Membership Interest, substantially in the form attached hereto as Exhibit A, by which MSH irrevocably assigns, transfers, conveys, and delivers to PCG all of MSH's right, title, and interest in and to the R

Section 3.3 — Deliveries by PCG at Closing. At or prior to the Closing, PCG shall deliver or cause to be delivered to MSH each of the following: (a) Redemption Price. The 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 accordance with Section 2.3 and Exhibit F. (b) Closing Certificate of PCG. A

Section 3.4 — Joint Deliveries. At the Closing, or as promptly as practicable thereafter, the Parties shall jointly execute and deliver, or cause to be executed and delivered: (a) Joint Stipulation of Dismissal with Prejudice. A Joint Stipulation of Dismissal with Prejudice of the Arbitration (JAMS Ref. No. 1440032871), substantially in the form attached hereto as Exhibit E, to be filed with JAMS promptly after the C

ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF MSH MSH hereby represents and warrants to PCG as of the Effective Date and as of the Closing Date as follows:

Section 4.1 — 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, with its principal office at 220 Royal Palm Way, Suite 300, Palm Beach, FL 33480. MSH has all requisite limited liability company power and authority to own, lease, and operate its properties and to carry on its business as presently conducted

Section 4.2 — Authorization; Binding Effect. MSH has all requisite limited liability company power and authority to execute, deliver, and perform this Agreement and each of the other documents and instruments to be executed and delivered by MSH in connection herewith (collectively with this Agreement, the "MSH Transaction Documents"), and to consummate the transactions contemplated hereby and thereby. The execution a

Section 4.3 — No Conflicts. The execution, delivery, and performance by MSH of this Agreement and the MSH Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) violate, conflict with, or result in a breach of any provision of, or constitute a default under, MSH's certificate of formation, operating agreement, or other organizational documents; (b) vi

Section 4.4 — Title to Redeemed Interest. MSH is the sole record and beneficial owner of the Redeemed Interest, constituting thirty-five percent (35%) of the membership interests in the Company. The Redeemed Interest is free and clear of all Encumbrances, other than (a) restrictions on transfer imposed by the OA, (b) restrictions imposed by applicable federal and state securities laws, and (c) the Permitted Encumbran

Section 4.5 — Consents. No consent, approval, authorization, order, registration, qualification, designation, declaration, or filing with or of any Person or Governmental Authority is required on the part of MSH in connection with the execution, delivery, and performance of this Agreement or any of the MSH Transaction Documents, or the consummation of the transactions contemplated hereby or thereby, other than (a) th

Section 4.6 — Litigation. Except for the Arbitration (JAMS Ref. No. 1440032871), there is no action, suit, claim, proceeding, investigation, or inquiry pending or, to MSH's Knowledge, threatened against MSH or any of its Affiliates, members, managers, or officers, that (a) relates to or affects the Redeemed Interest, the Company, or the Property, or (b) challenges or seeks to prevent, enjoin, alter, or materially del

Section 4.7 — Brokers. MSH has not engaged any broker, finder, financial advisor, investment banker, or other intermediary in connection with the transactions contemplated by this Agreement, and no Person is entitled to any brokerage commission, finder's fee, or similar payment in connection with such transactions based upon any arrangement or agreement made by or on behalf of MSH.

Section 4.8 — Tax Matters. MSH has timely filed, or caused to be filed, all tax returns required to be filed by MSH with respect to the Redeemed Interest and MSH's membership in the Company. MSH has paid, or caused to be paid, all taxes due and payable with respect to the Redeemed Interest and MSH's membership in the Company. There are no pending or, to MSH's Knowledge, threatened tax audits, assessments, deficiency

ARTICLE V — REPRESENTATIONS AND WARRANTIES OF PCG PCG hereby represents and warrants to MSH as of the Effective Date and as of the Closing Date as follows:

Section 5.1 — 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, with its principal office at 1900 Bayshore Boulevard, Suite 1400, Tampa, FL 33606. PCG's registered agent is CT Agents of Florida LLC, 1201 Hays Street, Tallahassee, FL 32301. PCG has all requisite limited liability company power and authority

Section 5.2 — Authorization; Binding Effect. PCG has all requisite limited liability company power and authority to execute, deliver, and perform this Agreement and each of the other documents and instruments to be executed and delivered by PCG in connection herewith (collectively with this Agreement, the "PCG Transaction Documents"), and to consummate the transactions contemplated hereby and thereby. Dominic R. Pell

Section 5.3 — No Conflicts. The execution, delivery, and performance by PCG of this Agreement and the PCG Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) violate, conflict with, or result in a breach of any provision of, or constitute a default under, PCG's articles of organization, operating agreement, or other organizational documents; (b) vi

Section 5.4 — Financial Capacity. PCG has, or will have available at the Closing, sufficient funds to pay the Redemption Price in full on the Closing Date. PCG intends to fund the Redemption Price from a combination of (a) existing liquidity of approximately Twenty-Two Million Dollars ($22,000,000) held by PCG and its Affiliates, and (b) an incremental draw of approximately Thirty Million Eight Hundred Fifty Thousand

Section 5.5 — Consents. No consent, approval, authorization, order, registration, qualification, designation, declaration, or filing with or of any Person or Governmental Authority is required on the part of PCG in connection with the execution, delivery, and performance of this Agreement or any of the PCG Transaction Documents, or the consummation of the transactions contemplated hereby or thereby, other than (a) th

Section 5.6 — Litigation. Except for the Arbitration (JAMS Ref. No. 1440032871), there is no action, suit, claim, proceeding, investigation, or inquiry pending or, to PCG's Knowledge, threatened against PCG or any of its Affiliates, members, managers, or officers, that would impair or materially delay PCG's ability to consummate the transactions contemplated by this Agreement, or that challenges or seeks to prevent,

Section 5.7 — Brokers. PCG has not engaged any broker, finder, financial advisor, investment banker, or other intermediary in connection with the transactions contemplated by this Agreement, and no Person is entitled to any brokerage commission, finder's fee, or similar payment in connection with such transactions based upon any arrangement or agreement made by or on behalf of PCG.

Section 5.8 — Company Operations. Since January 1, 2024, PCG, acting in its capacity as the sole Manager of the Company, has operated the Company and the Property in the ordinary course of business consistent with past practice and in compliance in all material respects with all applicable laws, regulations, permits, and licenses. The Property continues to operate under the Franchise Agreement with Aurelian Hotels &

Section 5.9 — GANB Loan. As of December 31, 2022, the GANB Loan had an outstanding principal balance of approximately Forty-Eight Million Six Hundred Thousand Dollars ($48,600,000). The GANB Loan bears interest at a rate of SOFR plus 2.25% per annum and matures on August 1, 2027. No event of default has occurred and is continuing under the GANB Loan, and to PCG's Knowledge, no event has occurred that, with the giving

Section 6.1 — Conduct of Business Pending Closing. From the Effective Date through the Closing Date, PCG shall, in its capacity as the sole Manager of the Company, continue to operate the Company and the Property in the ordinary course of business consistent with past practice and in compliance in all material respects with all applicable laws, regulations, permits, and licenses. Without limiting the generality of th

Section 6.2 — Lender Consent. PCG shall use commercially reasonable efforts to obtain the Lender Consent from GANB prior to the Closing Date. Such efforts shall include, without limitation, (a) promptly submitting to GANB all documentation and information reasonably requested by GANB in connection with its review and approval of the transfer of the Redeemed Interest and the incremental revolving credit draw of Thirty

Section 6.3 — Further Assurances. Each Party shall, at the request of the other Party, from time to time after the Closing, execute, acknowledge, and deliver, or cause to be executed, acknowledged, and delivered, such additional documents, instruments, conveyances, assignments, and transfers, and take such further actions, as may be reasonably necessary or desirable to effectuate fully the purposes and intent of this

Section 6.4 — Tax Matters. The Parties shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the preparation and filing of all tax returns relating to the Company for all taxable periods ending on or prior to the Closing Date. PCG's accountants, Grantham, Pryce & Associates CPAs (Howard Grantham, CPA, partner-in-charge), shall prepare the final IRS Form 1065 (U.S. Ret

Section 6.5 — Dismissal of Arbitration. Within thirty (30) days following the Closing, the Parties shall cause their respective counsel to jointly file with JAMS a Stipulation of Dismissal with Prejudice of the Arbitration (JAMS Ref. No. 1440032871), substantially in the form attached hereto as Exhibit E, with each Party bearing its own costs, fees, and expenses incurred in connection with the Arbitration, including

Section 6.6 — Confidentiality. The terms of this Agreement, including without limitation the Redemption Price and all financial terms set forth herein, and the terms of the Mutual Release and the Term Sheet, shall be maintained as strictly confidential by each Party and shall not be disclosed to any Person, except: (a) as required by applicable law, rule, regulation, or legal process, including any subpoena or order

Section 6.7 — Non-Disparagement. From and after the Effective Date, neither Party shall, and each Party shall cause its respective Affiliates, members, managers, officers, and employees not to, directly or indirectly, make, publish, or communicate to any Person, or cause any other Person to make, publish, or communicate, any statement that is disparaging, defamatory, or derogatory of the other Party or any of the oth

ARTICLE VII — CONDITIONS TO CLOSING

Section 7.1 — Conditions to PCG's Obligation to Close. The obligation of PCG to consummate the transactions contemplated by this Agreement at the Closing is subject to the satisfaction or waiver by PCG (in PCG's sole discretion) of each of the following conditions at or prior to the Closing: (a) Accuracy of Representations and Warranties. Each of the representations and warranties of MSH set forth in Article IV shall

Section 7.2 — Conditions to MSH's Obligation to Close. The obligation of MSH to consummate the transactions contemplated by this Agreement at the Closing is subject to the satisfaction or waiver by MSH (in MSH's sole discretion) of each of the following conditions at or prior to the Closing: (a) Accuracy of Representations and Warranties. Each of the representations and warranties of PCG set forth in Article V shall

Section 7.3 — Frustration of Closing Conditions. Neither Party may rely on the failure of any closing condition set forth in Section 7.1 or Section 7.2, as applicable, if such failure was caused by such Party's breach of any of its own representations, warranties, covenants, or agreements set forth in this Agreement, or by such Party's failure to use commercially reasonable efforts to satisfy such condition, in each

ARTICLE VIII — INDEMNIFICATION

Section 8.1 — Indemnification by MSH. Subject to the terms and limitations set forth in this Article VIII, from and after the Closing, MSH shall indemnify, defend, and hold harmless PCG and its Affiliates and their respective members, managers, offic