Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Assigned Contracts" means all contracts, agreements, purchase orders, service agreements, vendor agreements, booking and reservation agreements, platform agreements, warranties, guaranties, and other executory agreements to which Assignor is a party and that relate to the ownership, operation, manageme

Section 1.2 — Interpretation The following rules of construction and interpretation shall apply to this Agreement: (a) PSA Definitions. Capitalized terms used but not separately defined in this Agreement shall have the meanings ascribed to such terms in the PSA. (b) Singular and Plural. Words in the singular shall include the plural, and words in the plural shall include the singular, unless the context otherwise req

ARTICLE 2 — ASSIGNMENT AND ASSUMPTION

Section 2.1 — Assignment of Contracts Effective as of the Effective Time, Assignor hereby irrevocably assigns, transfers, sets over, conveys, and delivers to Assignee all of Assignor's right, title, and interest in, to, and under each of the Assigned Contracts. The foregoing assignment includes, without limitation, all benefits, rights, privileges, remedies, claims, causes of action, and rights to receive performance

Section 2.2 — Assignment of Permits and Licenses Effective as of the Effective Time, Assignor hereby assigns, transfers, and conveys to Assignee, to the fullest extent assignable or transferable under applicable law, all of Assignor's right, title, and interest in, to, and under the Assigned Permits and Licenses. Assignor acknowledges and agrees that the foregoing assignment is intended to transfer to Assignee all go

Section 2.3 — Assumption by Assignee Assignee hereby accepts the foregoing assignments set forth in Section 2.1 and Section 2.2 and, effective as of the Effective Time, Assignee hereby assumes, agrees to perform, discharge, and be fully bound by all of the obligations, duties, covenants, terms, conditions, and liabilities of Assignor under the Assigned Contracts and Assigned Permits and Licenses, in each case solely

Section 2.4 — Excluded Contracts Notwithstanding anything to the contrary contained in this Agreement, this Agreement does not assign, and Assignee does not assume, any of the Excluded Contracts. Specifically and without limitation: (a) The Management Agreement by and between Assignor and Saltaire Management Co. LLC, dated as of March 1, 2019, is being terminated effective as of the Closing Date pursuant to the terms

Section 2.5 — Booking and Reservation Agreements Without limiting the generality of Section 2.1, the assignment of the Assigned Contracts effectuated hereby includes the assignment of all existing booking and reservation agreements, online travel agency ("OTA") platform agreements, group booking contracts, corporate booking agreements, travel management company contracts, global distribution system ("GDS") agreements

ARTICLE 3 — THIRD-PARTY CONSENTS AND GOVERNMENTAL APPROVALS

Section 3.1 — Consent Requirements To the extent that any Assigned Contract requires the prior written consent, approval, or waiver of a third-party counterparty as a condition to the assignment and assumption contemplated by this Agreement, Assignor shall use commercially reasonable efforts to obtain each such required Third-Party Consent prior to or promptly after the Closing Date. Assignee shall cooperate with Ass

Section 3.2 — DBPR Liquor License Transfer The Parties acknowledge and agree that Florida DBPR Liquor License No. BEV-5812947, issued to Assignor with respect to the hotel's food and beverage operations (including the "Terrazza" rooftop restaurant and bar), requires transfer approval from the Florida Department of Business and Professional Regulation, Division of Alcoholic Beverages and Tobacco, and cannot be assigne

Section 3.3 — Elevator Permit and Other Governmental Permits Palm Beach County Elevator Permit No. EL-2019-003417 and all other governmental permits, licenses, approvals, and registrations listed on Exhibit B that require transfer, re-registration, or re-issuance in the name of Assignee (or Assignee's designated operator) shall be transferred or re-issued in accordance with the requirements of the applicable governme

ARTICLE 4 — REPRESENTATIONS AND WARRANTIES OF ASSIGNOR Assignor hereby represents and warrants to Assignee as follows, as of the Closing Date:

Section 4.1 — Authority Assignor is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware and is duly registered and authorized to transact business in the State of Florida. Assignor has full limited liability company power and authority to execute and deliver this Agreement, to assign the Assigned Contracts and Assigned Permits and Licenses as cont

Section 4.2 — Validity and Enforceability of Assigned Contracts Each Assigned Contract listed on Exhibit A is, as of the Closing Date, in full force and effect and has not been modified, amended, or supplemented except as disclosed in writing to Assignee during the due-diligence period under the PSA. Each Assigned Contract constitutes a valid and binding obligation of Assignor and, to Assignor's actual knowledge (aft

Section 4.3 — Status of Permits and Licenses Each Assigned Permit and License listed on Exhibit B is valid, current, and in good standing as of the Closing Date, and each such permit and license has been duly issued by the applicable governmental authority in accordance with applicable law. Assignor is in material compliance with all terms and conditions of each Assigned Permit and License and is not in violation of

Section 4.4 — No Conflict The execution and delivery of this Agreement by Assignor and the consummation of the transactions contemplated hereby, including the assignment of the Assigned Contracts and Assigned Permits and Licenses, do not and will not: (a) violate, conflict with, or result in a breach of any provision of the certificate of formation, limited liability company agreement, or other organizational documen

Section 4.5 — Litigation There is no action, suit, claim, proceeding, arbitration, mediation, investigation, or governmental inquiry pending or, to Assignor's actual knowledge, threatened in writing against Assignor relating to any Assigned Contract or Assigned Permit or License that would materially and adversely affect the rights of Assignee thereunder following the assignment and assumption contemplated by this Ag

Section 4.6 — No Liens Assignor's right, title, and interest in and to each Assigned Contract is free and clear of all liens, claims, encumbrances, pledges, security interests, charges, options, rights of first refusal, and other adverse interests of any nature whatsoever, other than the following liens and encumbrances that are being released and discharged at or prior to the Closing: the first-priority mortgage lie

ARTICLE 5 — REPRESENTATIONS AND WARRANTIES OF ASSIGNEE Assignee hereby represents and warrants to Assignor as follows, as of the Closing Date:

Section 5.1 — Authority Assignee is PCG Delray Hotel LLC, a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Florida. Assignee's sole member is Pellegrino Capital Group LLC, a Florida limited liability company controlled by Marco A. Pellegrino, Founder and Managing Principal, who holds a seventy-eight percent (78%) membership interest in Pellegrino Capita

Section 5.2 — Assumption Capacity Assignee has the financial capacity and operational capability to perform all obligations under the Assigned Contracts and Assigned Permits and Licenses arising from and after the Effective Time. Assignee has secured acquisition financing from Meridian Coast Bank, N.A. (Loan Reference No. MCB-CRE-2025-07184) and has available capital resources sufficient to support the ongoing operat

Section 5.3 — No Conflict The execution and delivery of this Agreement by Assignee and the assumption of obligations hereunder do not and will not: (a) violate, conflict with, or result in a breach of any provision of the articles of organization, operating agreement, or other organizational documents of Assignee or Pellegrino Capital Group LLC; or (b) violate or conflict with any applicable law, statute, rule, regul

Section 6.1 — Assignor's Post-Closing Cooperation For a period of sixty (60) days following the Closing Date (the "Post-Closing Transition Period"), commencing on September 15, 2025 and ending on November 14, 2025, Assignor shall reasonably cooperate with Assignee in transitioning the Assigned Contracts and Assigned Permits and Licenses to Assignee's management and control. Without limiting the generality of the fore

Section 6.2 — Notices to Counterparties Promptly following the execution and delivery of this Agreement (and in any event within five (5) business days following the Closing Date), Assignor and Assignee shall jointly prepare and deliver written notices of assignment to all counterparties under the Assigned Contracts in substantially the form attached hereto as Exhibit C (each, a "Notice of Assignment"). Each Notice o

Section 6.3 — Further Assurances Each Party shall, from time to time after the Closing Date, at the reasonable request of the other Party and without further consideration, execute and deliver such additional documents, instruments, conveyances, and agreements, and take such further actions, as may be reasonably necessary or desirable to effectuate the purposes and intent of this Agreement and to vest in Assignee the

Section 6.4 — Wind-Down of Fictitious Name Assignor shall cooperate with Assignee in the orderly wind-down and de-registration of the fictitious name "The Marisol — A Saltaire Hotel" (Florida Fictitious Name Registration No. G19000042817) during the Post-Closing Transition Period, in coordination with the Post-Closing Transition Agreement between the Parties. Assignor shall execute and file (or cooperate in the filin

Section 7.1 — Indemnification by Assignor Assignor shall indemnify, defend, and hold harmless Assignee and Assignee's members, managers, officers, directors, employees, agents, successors, assigns, and representatives (collectively, the "Assignee Indemnified Parties") from and against any and all losses, damages, liabilities, obligations, claims, demands, judgments, settlements, fines, penalties, costs, and expenses

Section 7.2 — Indemnification by Assignee Assignee shall indemnify, defend, and hold harmless Assignor and Assignor's members, managers, officers, directors, employees, agents, successors, assigns, and representatives (collectively, the "Assignor Indemnified Parties") from and against any and all Losses arising out of, relating to, or resulting from: (a) any obligation, liability, breach, default, or violation under

Section 7.3 — Indemnification Procedures (a) Notice of Claim. Any Party seeking indemnification under this Article 7 (the "Indemnified Party") shall deliver to the Party from whom indemnification is sought (the "Indemnifying Party") a written notice (a "Claim Notice") describing in reasonable detail the nature and basis of the claim, the facts giving rise to such claim, and the estimated amount of Losses (to the exte

Section 7.4 — Exclusive Remedy Except in the case of fraud or intentional misrepresentation by either Party, the indemnification provisions set forth in this Article 7 shall constitute the sole and exclusive remedy of the Parties and their respective Indemnified Parties with respect to any and all claims, causes of action, or damages arising out of, relating to, or in connection with this Agreement, the assignment an

Section 8.1 — Survival of Representations and Warranties The representations and warranties of Assignor set forth in Article 4 and the representations and warranties of Assignee set forth in Article 5 shall survive the Closing Date for a period of twelve (12) months following the Closing Date (i.e., until September 15, 2026) and shall thereafter expire and be of no further force or effect, except with respect to any

Section 8.2 — Survival of Covenants The covenants and obligations of the Parties that by their terms are to be performed after the Closing Date shall survive the Closing Date until fully performed or for the specific period set forth therein, as applicable. Without limiting the foregoing: (a) the covenants of Assignor set forth in Section 6.1 (Post-Closing Cooperation) shall survive through the end of the Post-Closin

Section 8.3 — Survival of Indemnification The indemnification obligations of each Party under Article 7 shall survive the Closing Date in accordance with the survival periods applicable to the underlying representations, warranties, covenants, or obligations giving rise to the applicable indemnification claim. No indemnification claim may be asserted after the expiration of the applicable survival period, except that

Section 9.1 — Governing Law This Agreement shall be governed by, 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 provision or principle that would result in the application of the laws of any other jurisdiction. The Parties hereby consent to the exclusive jurisdiction of the state and federal courts located in Palm Beach Count

Section 9.2 — Relationship to PSA This Agreement is made, executed, and delivered pursuant to and subject to the PSA. This Agreement is intended to implement and effectuate the provisions of the PSA relating to the assignment and assumption of the Assigned Contracts and Assigned Permits and Licenses. In the event of any conflict or inconsistency between the terms of this Agreement and the terms of the PSA, the terms

Section 9.3 — Binding Effect; Successors and Assigns This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors, assigns, heirs, executors, administrators, and legal representatives. Neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, except that Assignee may assign it

Section 9.4 — Entire Agreement This Agreement, together with the PSA, the Exhibits attached hereto, the Post-Closing Transition Agreement, the Termination of Management Agreement, the Settlement Statement, and the other documents and instruments delivered at the Closing, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, n

Section 9.5 — Amendments This Agreement may not be amended, modified, supplemented, restated, or waived in any respect except by a written instrument duly executed by both Assignor and Assignee. No oral agreement, understanding, course of dealing, or course of performance shall be effective to amend or modify this Agreement.

Section 9.6 — Severability If any provision of this Agreement or the application thereof to any person, entity, or circumstance shall be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions of this Agreement and the application of such provision to other persons, entities, or circumstances shall not in

Section 9.7 — Counterparts; Electronic Signatures 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. This Agreement may be executed and delivered by facsimile transmission, by electronic mail in portable document format (PDF), or by any electronic signature method compliant with the federal Elec

Section 9.8 — Notices All notices, demands, requests, consents, approvals, 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 and received: (a) when delivered by hand or by nationally recognized overnight courier (with written confirmation of delivery); (b) when sent by certified mail, return receipt requested, postage prepai

Section 9.9 — Waiver No waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by the Party granting such waiver. No failure or delay by any Party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any

Section 9.10 — Third-Party Beneficiaries This Agreement is not intended to, and shall not, confer any rights, benefits, or remedies upon any person or entity other than the Parties hereto and their respective permitted successors and assigns; provided, however, that Meridian Coast Bank, N.A. ("Lender"), as the acquisition lender to Assignee under that certain loan facility identified by Loan Reference No. MCB-CRE-202

Section 9.11 — Attorneys' Fees In any action, suit, or proceeding brought by any Party to enforce or interpret this Agreement, or arising out of or relating to this Agreement, the prevailing Party shall be entitled to recover from the non-prevailing Party all reasonable attorneys' fees, costs, and expenses (including those incurred at the trial and appellate levels, in bankruptcy proceedings, and in connection with t