Contract analysis

Section 1 — Identity and Authority of Certifying Officer The undersigned, Marco A. Pellegrino, is the Founder and Managing Principal of Pellegrino Capital Group LLC, a Florida limited liability company ("PCG"), which is the sole member and manager of PCG Delray Hotel LLC, a Florida limited liability company (the "Buyer"). Mr. Pellegrino has served as Founder and Managing Principal of PCG since the firm's inception in

Section 2 — Due Formation, Valid Existence, and Good Standing The undersigned hereby certifies as follows with respect to the due formation, valid existence, and good standing of Buyer and its sole member: (a) PCG Delray Hotel LLC has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Florida. PCG Delray Hotel LLC's Articles of Organization were fil

Section 3 — Due Authorization The undersigned hereby certifies that the execution, delivery, and performance of the PSA and all closing documents by Buyer, and the consummation of the transactions contemplated thereby, including without limitation (i) the acquisition of the Property for a purchase price of Thirty-Five Million and No/100 Dollars ($35,000,000.00), (ii) the financing of a portion of such purchase price

Section 4 — Representations and Warranties Bring-Down The undersigned hereby certifies that all representations and warranties of Buyer contained in the PSA (including, without limitation, those representations and warranties set forth in Article VI of the PSA) are true, correct, and complete in all material respects as of the Closing Date, September 15, 2025, with the same force and effect as though such representat

Section 5 — Performance of Covenants and Obligations The undersigned hereby certifies that Buyer has duly performed and complied with, in all material respects, all covenants, agreements, conditions, and obligations required by the PSA to be performed or complied with by Buyer on or before the Closing Date, including, without limitation, the following: (a) Earnest Money Deposit. Buyer timely deposited with Palmetto T

Section 6 — No Conflicts; No Violations The undersigned hereby certifies that neither the execution and delivery of the PSA and the closing documents by Buyer, nor the consummation of the transactions contemplated thereby (including the acquisition of the Property, the financing of such acquisition with loan proceeds from Meridian Coast Bank, N.A., and the granting of a mortgage lien and other security interests in c

Section 7 — No Litigation The undersigned hereby certifies that, as of the date hereof, there is no action, suit, proceeding, claim, inquiry, investigation, or arbitration pending or, to Buyer's knowledge after due inquiry, threatened in writing against or affecting Buyer, PCG, or any of their respective members, managers, officers, or principals (in their capacity as such) before or by any court, governmental author

Section 8 — No Bankruptcy or Insolvency The undersigned hereby certifies that: (a) No petition in bankruptcy, insolvency, or for reorganization or arrangement under any federal or state bankruptcy or insolvency laws has been filed by or, to Buyer's knowledge, against Buyer, PCG, or any affiliate of Buyer or PCG that controls Buyer. (b) No receiver, trustee, liquidator, custodian, or similar official has been appointe

Section 9 — FIRPTA Certification and Tax Matters The undersigned acknowledges and confirms that, pursuant to Section 9.2(f) of the PSA, Seller is delivering to Buyer at Closing a separate non-foreign person affidavit (the "FIRPTA Certificate") in the form required by Section 1445 of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations promulgated thereunder, certifying that Seller is not a

Section 10 — Delivery and Reliance This Certificate is delivered to each of the following parties, each of whom is entitled to rely on the certifications, representations, and statements contained herein: (a) Saltaire Hospitality Holdings LLC (Seller), at 777 South Flagler Drive, Suite 600, West Palm Beach, Florida 33401, Attention: General Counsel; (b) Palmetto Title & Escrow Company (Title and Escrow Agent), at 200

Section 11 — Governing Law This Certificate 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 Florida. Any dispute arising out of or rel

Section 12 — Defined Terms All capitalized terms used but not otherwise defined in this Certificate shall have the respective meanings ascribed to such terms in the PSA dated as of July 7, 2025. For the convenience of the parties, the following is a summary of certain key defined terms as used herein: The foregoing table is provided for reference purposes only and is not intended to modify, supplement, or supersede t

ARTICLE I — NAME The name of the limited liability company is PCG Delray Hotel LLC (the "Company").

ARTICLE II — PRINCIPAL OFFICE ADDRESS The principal office address of the Company is: 2400 Ponce de Leon Boulevard Suite 1100 Coral Gables, Florida 33134

ARTICLE III — MAILING ADDRESS The mailing address of the Company is: 2400 Ponce de Leon Boulevard Suite 1100 Coral Gables, Florida 33134

ARTICLE IV — REGISTERED AGENT AND REGISTERED OFFICE The name and address of the registered agent of the Company are: Name: Florida Registered Agents Inc. Address: 1201 Hays Street, Suite 100, Tallahassee, Florida 32301 The registered agent has been appointed by the Company and has agreed to serve in such capacity.

ARTICLE V — MEMBER The Company is a manager-managed limited liability company. The sole member of the Company is: Pellegrino Capital Group LLC A Florida limited liability company 2400 Ponce de Leon Boulevard, Suite 1100 Coral Gables, Florida 33134

ARTICLE VI — MANAGER The manager of the Company is: Pellegrino Capital Group LLC A Florida limited liability company 2400 Ponce de Leon Boulevard, Suite 1100 Coral Gables, Florida 33134 Acting through its Managing Principal, Marco A. Pellegrino

ARTICLE VII — PURPOSE The purpose of the Company is to acquire, own, hold, operate, manage, finance, refinance, lease, and dispose of that certain real property and improvements known as The Marisol Hotel, located at 455 South Ocean Boulevard, Delray Beach, Florida 33483, together with all personal property, furniture, fixtures, equipment, intangibles, permits, licenses, contracts, and other property associated there

ARTICLE VIII — EFFECTIVE DATE These Articles of Organization shall become effective upon filing with the Florida Department of State, Division of Corporations.

ARTICLE IX — AUTHORIZED PERSON The name and address of the authorized person filing these Articles of Organization are: Marco A. Pellegrino 2400 Ponce de Leon Boulevard, Suite 1100 Coral Gables, Florida 33134 AUTHORIZED PERSON: By: ________ Name: Marco A. Pellegrino Date: August 4, 2025 Filed with the Florida Department of State, Division of Corporations, on August 4, 2025. Document Number: L25000XXXXXX. EXHIBIT A-2

ARTICLE 1 — FORMATION AND NAME 1.1 Formation. The Company was formed as a Florida limited liability company pursuant to the Florida Revised Limited Liability Company Act (Chapter 605 of the Florida Statutes) (the "Act") by the filing of the Articles of Organization with the Secretary of State of the State of Florida on August 4, 2025. 1.2 Name. The name of the Company is "PCG Delray Hotel LLC." The Company's business

ARTICLE 2 — SOLE MEMBER 2.1 Sole Member. The sole member of the Company is: Pellegrino Capital Group LLC 2400 Ponce de Leon Boulevard, Suite 1100 Coral Gables, Florida 33134 Employer Identification Number: 83-2749016 2.2 Membership Interest. The Sole Member holds one hundred percent (100%) of the membership interests in the Company.

ARTICLE 3 — MANAGEMENT 3.1 Manager-Managed. The Company shall be manager-managed. The manager of the Company is Pellegrino Capital Group LLC, acting through its Managing Principal, Marco A. Pellegrino (the "Manager"). 3.2 Authority of Manager. The Manager shall have full, complete, and exclusive authority to manage the business and affairs of the Company, including, without limitation, the authority to execute, deliv

ARTICLE 4 — PURPOSE 4.1 Purpose. The purpose of the Company is to acquire, own, hold, operate, manage, finance, refinance, lease, improve, and dispose of that certain real property and hotel known as The Marisol Hotel, located at 455 South Ocean Boulevard, Delray Beach, Florida 33483, Palm Beach County Parcel Identification Number 12-43-46-27-01-005-0010, together with all improvements, personal property, furniture,

ARTICLE 5 — SINGLE-PURPOSE ENTITY COVENANTS 5.1 SPE Covenants. For so long as any indebtedness of the Company to Meridian Coast Bank, N.A. (or any successor lender) remains outstanding, the Company shall comply with the following single-purpose entity covenants: (a) The Company shall not engage in any business or activity other than the ownership, operation, management, leasing, financing, and disposition of the Prop

ARTICLE 6 — MISCELLANEOUS 6.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. 6.2 Entire Agreement. This Agreement constitutes the entire agreement of the Sole Member with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written. 6.3 Amendments. This Agreement m