Contract analysis

1. Purpose and Engagement Confirmation Calderwood & Harkness LLP is pleased to confirm its engagement to represent Pellegrino Capital Group LLC ("PCG") and its newly formed wholly owned subsidiary, PCG Delray Hotel LLC (to be formed as a Florida single-member limited liability company, sole member: PCG) (collectively with PCG, the "Client"), in connection with the acquisition (the "Acquisition" or the "Transaction")

2. Client Identification The client in this engagement is Pellegrino Capital Group LLC, a Florida limited liability company organized under the laws of the State of Florida and headquartered in Coral Gables, Florida. We understand that PCG is a single-family office managing approximately $680 million in assets under management across a diversified portfolio of hospitality, multifamily residential, and mixed-use real-

3. Scope of Representation The scope of our representation of the Client in connection with this Transaction is described below. This description is intended to provide clarity regarding the services we have been engaged to provide and the boundaries of our engagement. 3.1 Transaction Structure and Purchase Agreement The Transaction is structured as a direct asset acquisition of real property and associated personal

4. Engagement Team The following attorneys have been assigned to this engagement and will constitute the core engagement team: Angela Fontaine — Responsible Partner, Real Estate Practice Group. Ms. Fontaine will serve as the lead partner supervising all aspects of the engagement and will be the primary point of contact for strategic and material legal matters. Ms. Fontaine has over twenty-two years of experience repr

5. Fee Arrangement and Billing 5.1 Hourly Rates The Firm will bill for its services on an hourly basis at the following current standard rates: These rates reflect the Firm's current standard rates in effect as of the date of this Letter. Hourly rates are subject to annual adjustment, typically effective January 1 of each year. The Client will be notified in advance of any rate changes, and any adjusted rates will ap

6. Conflicts of Interest We have conducted a conflicts check in accordance with the Firm's standard procedures and the applicable Rules Regulating the Florida Bar, including Rules 4-1.7 (Conflict of Interest; Current Clients) and 4-1.9 (Duties to Former Clients). Based on our review, we have identified no conflicts of interest that would preclude this engagement or that would require the Client's informed consent und

7. Confidentiality All information provided to us by or on behalf of the Client in connection with this engagement will be treated as confidential and privileged to the fullest extent permitted by applicable law, including the attorney-client privilege and the work-product doctrine. The Firm will implement appropriate administrative, physical, and technical safeguards to protect the confidentiality and security of th

8. Document Retention Upon conclusion of the engagement, the Firm will retain the client files (including both physical and electronic files) in accordance with the Firm's standard document retention policy, which currently provides for a minimum retention period of seven (7) years from the date of matter closure. Following the expiration of the retention period, the Firm reserves the right to destroy client files in

9. Termination Either party may terminate this engagement at any time, with or without cause, upon written notice to the other party. In the event of termination by the Client, the Client will remain responsible for payment of all fees and disbursements incurred through the date of termination, including fees for services rendered and expenses incurred up to and including the date on which the Firm ceases work on the

10. Governing Law This engagement letter and the relationship between Calderwood & Harkness LLP and Pellegrino Capital Group LLC in connection with this matter shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict-of-laws principles. Any dispute arising out of or relating to this Letter or the engagement described herein shall be subject to the exclusiv

11. Acceptance and Agreement We respectfully request that the Client review this Letter carefully and, if the terms accurately reflect our mutual understanding of the engagement, execute and return a copy of this Letter to our offices to confirm the Client's agreement with the terms and conditions set forth herein. A duplicate original is enclosed for the Client's records. Alternatively, a signed PDF copy transmitted