Contract analysis

1. Introduction and Purpose This firm represents PCG Delray Hotel LLC, a Florida limited liability company and wholly owned subsidiary of Pellegrino Capital Group LLC ("Buyer"), in connection with Buyer's acquisition of the above-referenced property (the "Property") pursuant to that certain Purchase and Sale Agreement dated July 7, 2025 (the "PSA"), by and between Saltaire Hospitality Holdings LLC, a Delaware limited

2. Documents Reviewed In connection with the preparation of this letter, we have reviewed the following documents, copies of which have been made available to Seller's counsel: Title Commitment. Commitment for Title Insurance issued by Palmetto Title & Escrow Company (title officer: Denise Lafleur), located at 200 Clematis Street, Suite 400, West Palm Beach, Florida 33401, Commitment No. PTE-2025-07892, with an effec

3. Objectionable Title Exceptions Based upon our review of the Title Commitment and the Survey, Buyer hereby objects to the following matters, each of which constitutes an objectionable title exception that must be cured, removed, or otherwise resolved by Seller at or prior to the closing of the transaction contemplated by the PSA: 3.1 First-Mortgage Lien — Seaview National Lending Corp. Description of Exception. The

4. Permitted Exceptions — Acknowledged and Accepted Notwithstanding the foregoing objections, Buyer hereby acknowledges and accepts the following matters as "Permitted Exceptions" under the PSA. These matters shall not constitute title objections, and Buyer does not require that Seller cure or remove these exceptions as a condition of closing. The ALTA Owner's Policy and ALTA Loan Policy may be issued subject to thes

5. Required Seller Actions and Cure Period In summary, Buyer requires Seller to take the following actions in order to cure the objectionable title exceptions identified in Section 3 of this letter:

1. First-Mortgage Lien (Section 3.1). Obtain and deliver to Palmetto Title & Escrow Company a written payoff letter from Seaview National Lending Corp. (or its authorized servicer), confirming the exact payoff amount, per diem interest, applicable fees, and wire transfer instructions, and arrange for the satisfaction and discharge of the first-mortgage lien and the recording of a Satisfaction of Mortgage in the Offic

2. Judgments, Liens, and Monetary Encumbrances (Section 3.2). Cause all judgments, liens, and monetary encumbrances of any kind (if any) affecting the Property or Seller to be fully satisfied, released of record, or bonded off pursuant to applicable Florida law, and provide satisfactory evidence thereof to Buyer and Commonwealth Southern Title Insurance Company.

3. Open or Expired Building Permits (Section 3.3). Cause all open, expired, or unresolved building permits and code violations (if any) affecting the Property to be resolved, closed out, or otherwise cleared, and provide to Buyer final certificates of occupancy, completion, or compliance, as applicable, for all work performed on the Property, including the 2018–2019 renovation.

4. Survey Encroachments (Section 3.4). Cure any encroachments depicted on the Survey by removal of the encroaching improvements, procurement of consents or waivers from the benefited parties, or procurement of title insurance endorsements from Commonwealth Southern Title Insurance Company insuring over the encroachments to Buyer's reasonable satisfaction and in form and substance acceptable to Buyer, its counsel, Mer

6. Requirement for Clean Title at Closing At closing on September 15, 2025, Seller must deliver to Buyer fee simple title to the Property by duly executed and acknowledged special warranty deed, subject only to the Permitted Exceptions set forth in Section 4 of this letter and as defined in the PSA. The conveyance of title must be free and clear of all liens, encumbrances, defects, and exceptions other than such Perm

7. Reservation of Rights This letter does not constitute a waiver of any rights Buyer may have under the PSA, at law, or in equity, with respect to title or survey matters or otherwise. Buyer expressly reserves all rights and remedies under the PSA, including, without limitation: (a) the right to terminate the PSA and receive a return of the Earnest Money Deposit if the title objections set forth herein are not cured

8. Contact Information and Closing Seller and Seller's counsel are requested to direct all responses, correspondence, and communications regarding this letter and the title objections set forth herein to the undersigned: Angela Fontaine, Esq. Calderwood & Harkness LLP 1450 Brickell Avenue, Suite 3100 Miami, Florida 33131 Telephone: (305) 884-7218 Email: afontaine@calderwoodharkness.com With a copy to: Veronica Suárez