Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Advance Reservations" means all guest reservations and bookings made for stays at the Hotel on or after the Closing Date that were booked prior to the Closing Date, including all associated deposits, prepayments, credit card authorizations, group booking commitments, and event reservations, whether suc

ARTICLE II — TRANSITION PERIOD; GENERAL OBLIGATIONS

Section 2.1 — Duration of Transition Period The Transition Period shall commence on the Closing Date, September 15, 2025, and shall expire at 11:59 p.m. Eastern Time on November 14, 2025, unless extended by mutual written agreement of Buyer and Seller. Any such extension shall specify the revised termination date and shall be executed by authorized representatives of both Parties. The obligations of Seller and Saltai

Section 2.2 — Ownership and Control From and after the Closing Date, Buyer is the sole owner of the Property and all associated assets conveyed pursuant to the PSA and the closing documents delivered in connection therewith, including the Special Warranty Deed, the Bill of Sale, the Assignment and Assumption of Contracts, the Assignment and Assumption of Intangible Property, and all other instruments of conveyance. B

Section 2.3 — Good Faith Cooperation Seller and Saltaire Management shall cooperate fully and in good faith with Buyer and Buyer's Manager in all aspects of the transition of the Hotel's operations, including without limitation with respect to management, employees, reservation systems, guest data, permits and licenses, vendor relationships, and trade name wind-down matters. Such cooperation shall include making avai

ARTICLE III — MANAGEMENT TRANSITION

Section 3.1 — Termination of Management Agreement The Parties confirm and acknowledge that the Prior Management Agreement between Seller and Saltaire Management for the Hotel was terminated effective as of the Closing Date pursuant to the terms of the PSA and the termination agreement executed in connection with the Closing. From and after the Closing Date, Saltaire Management has no further management authority, fee

Section 3.2 — Seller's Transition Team Within three (3) business days after the Closing Date, Seller shall designate a Transition Team consisting of no fewer than two (2) and no more than five (5) key personnel from Saltaire Management who possess direct working knowledge of the Hotel's day-to-day operations, including its physical plant, financial performance, staffing, vendor relationships, and guest service standa

Section 3.3 — Transfer of Operational Knowledge Seller and Saltaire Management shall provide Buyer and Buyer's Manager with complete copies of all operational manuals, standard operating procedures (SOPs), departmental guidelines, vendor and supplier contact lists, maintenance schedules, preventive maintenance logs, capital expenditure records, equipment warranties, service agreements, and all other operational recor

Section 3.4 — Financial Records and Accounting Transition Seller and Saltaire Management shall deliver to Buyer, within ten (10) business days of the Closing Date, complete and accurate financial records relating to the Hotel's operations, including without limitation: (a) Final operating statements (including profit and loss statements and balance sheets) through the Closing Date; (b) Accounts receivable aging repor

ARTICLE IV — RESERVATION SYSTEMS AND GUEST DATA

Section 4.1 — Transfer of Reservation Systems Seller and Saltaire Management shall cooperate fully with Buyer and Buyer's Manager to effectuate the orderly transfer, migration, or re-registration of all Reservation Systems used in connection with the Hotel's operations. Such cooperation shall include, without limitation, assistance with the transfer or migration of the Hotel's property management system (PMS), centra

Section 4.2 — Transfer of Guest Data Seller and Saltaire Management shall transfer to Buyer all Guest Data in their possession or control, including without limitation guest records, contact information, stay histories, preference profiles, dietary and special accommodation records, and loyalty or rewards program data associated with the Hotel. Such transfer shall be made in a commercially standard electronic format

Section 4.3 — Advance Reservations and Deposits All Advance Reservations — that is, all guest reservations for stays at the Hotel on or after the Closing Date that were booked prior to the Closing Date — are the sole responsibility of Buyer from and after the Closing Date. Buyer shall honor all Advance Reservations in accordance with the rates, terms, and conditions under which such reservations were made, subject to

ARTICLE V — PERMITS AND LICENSES

Section 5.1 — General Obligation Seller shall cooperate fully with Buyer in the transfer, re-issuance, renewal, or new application of all Permits and Licenses necessary for the continued and uninterrupted operation of the Hotel. A schedule of all known Permits and Licenses, together with their current status and transfer requirements, is attached hereto as Exhibit D. Where permits or licenses were assigned to Buyer p

Section 5.2 — Liquor License Transfer Seller shall cooperate fully with Buyer in the transfer of the Florida Department of Business and Professional Regulation ("DBPR") Liquor License No. BEV-5812947 (4COP license, series 4COP-SRX) from Seller (or Saltaire Management, as the current licensee) to Buyer or Buyer's Manager, as Buyer may direct. Seller acknowledges that the transfer of the liquor license is subject to th

Section 5.3 — Other Permits Seller shall cooperate in the transfer or re-issuance of all other Permits and Licenses, including without limitation: (a) Palm Beach County Elevator Permit No. EL-2019-003417; (b) Palm Beach County Health Department food service establishment permits for the Terrazza rooftop restaurant and bar and all other food service areas; (c) Fire safety inspection certificates issued by the Delray B

ARTICLE VI — EMPLOYEE TRANSITION

Section 6.1 — Transferred Employees As of the Closing Date, the Hotel employs approximately sixty-four (64) full-time-equivalent employees (the "Transferred Employees") across all operating departments, including front desk, housekeeping, food and beverage (including Terrazza), spa, engineering and maintenance, and administration. The Transferred Employees are more particularly identified on the employee roster to be

Section 6.2 — Seller's Obligations Regarding Employees Within three (3) business days of the Closing Date, Seller and Saltaire Management shall provide Buyer with a complete and accurate roster of all Transferred Employees, substantially in the form of Exhibit C attached hereto, setting forth each employee's name, position and title, department, date of hire, current compensation (including salary or hourly rate, as

Section 6.3 — No Joint Employment Nothing in this Agreement shall be deemed to create a joint-employer, co-employer, single-employer, or similar employment relationship between Buyer (or Buyer's Manager) and Seller (or Saltaire Management) with respect to any Transferred Employee or any other individual. Seller and Saltaire Management are not and shall not be deemed to be agents, employees, servants, or representativ

ARTICLE VII — TRADE NAME WIND-DOWN

Section 7.1 — Cessation of Use of Trade Name Seller acknowledges and agrees that, from and after the Closing Date, Buyer has acquired the Hotel and shall operate it under such branding, trade name, and trade dress as Buyer may select in its sole discretion. Seller and Saltaire Management shall wind down and cease all use of the Trade Name "The Marisol — A Saltaire Hotel" and any derivative thereof in connection with

Section 7.2 — Removal of Branding Materials Within thirty (30) days after the Closing Date, Seller shall, at Seller's sole cost and expense, remove or cause the removal of all Saltaire-branded signage, marketing materials, printed collateral, stationery, business cards, uniforms, and digital content (including website pages, social media posts, and online advertisements) that identify the Hotel as a "Saltaire Hotel"

Section 7.3 — Online Presence and Domain Names Seller shall cooperate with Buyer to redirect, transfer, or assign to Buyer (or Buyer's designee) any website domain names, social media accounts (including Northpoint Services Inc., Kestrel Services Inc., X (formerly Fenmore Solutions), Westmark Health IT, and Dunmore & Co. accounts), Severin Industries Business profiles, Kestrel Group listings, Yelp listings, and other

ARTICLE VIII — ACCESS TO PROPERTY

Section 8.1 — Seller's Access During Transition Period Buyer shall provide Seller's Transition Team and other authorized Seller personnel reasonable access to the Hotel during normal business hours (8:00 a.m. to 6:00 p.m. Eastern Time, Monday through Friday) upon at least twenty-four (24) hours' prior written notice to Buyer or Buyer's Manager (which notice may be given by email to Buyer's designated transition conta

Section 8.2 — Removal of Seller's Property Seller shall remove any personal property of Seller or Saltaire Management located at the Hotel that does not constitute transferred personal property under the Bill of Sale executed at the Closing within fifteen (15) days after the Closing Date. Such personal property may include, without limitation, proprietary software equipment, personal effects of Seller's or Saltaire M

Section 9.1 — Confidential Information Each Party shall maintain the confidentiality of all non-public, proprietary, or confidential information received from the other Party in connection with this Agreement or the transactions contemplated hereby, including without limitation Guest Data, financial records and operating statements, employee information, compensation data, vendor pricing and contract terms, operation

Section 9.2 — Exceptions The confidentiality obligations set forth in Section 9.1 shall not apply to information that: (a) Is or becomes generally available to the public other than as a result of a breach of this Agreement by the receiving Party; (b) Was in the receiving Party's possession prior to disclosure by the disclosing Party, as evidenced by the receiving Party's written records, and was not subject to any o

Section 10.1 — Seller's Indemnification of Buyer Seller shall indemnify, defend, and hold harmless Buyer, PCG Delray Hotel LLC, Pellegrino Capital Group LLC, and each of their respective members, managers, officers, directors, employees, agents, successors, and assigns (collectively, the "Buyer Indemnified Parties") from and against any and all losses, claims, damages, liabilities, judgments, penalties, fines, costs,

Section 10.2 — Buyer's Indemnification of Seller Buyer shall indemnify, defend, and hold harmless Seller, Saltaire Hospitality Holdings LLC, Saltaire Management Co. LLC, and each of their respective members, managers, officers, directors, employees, agents, successors, and assigns (collectively, the "Seller Indemnified Parties") from and against any and all Losses arising out of, resulting from, or relating to: (a) A

Section 10.3 — Indemnification Procedures A Party seeking indemnification under this Article X (the "Indemnified Party") shall provide the Party from whom indemnification is sought (the "Indemnifying Party") with prompt written notice of any claim, demand, action, proceeding, or investigation for which indemnification is sought (a "Claim"), specifying in reasonable detail the nature of the Claim, the facts and circum

Section 10.4 — Limitation of Liability Except in the case of fraud, willful misconduct, or gross negligence, neither Party shall be liable to the other Party for any consequential, incidental, special, punitive, or speculative damages, including lost profits, loss of business opportunity, or diminution of value, arising out of or in connection with this Agreement, whether based on contract, tort, strict liability, or

ARTICLE XI — REPRESENTATIONS AND WARRANTIES

Section 11.1 — Seller's Representations and Warranties Seller and Saltaire Management hereby represent and warrant to Buyer as follows, as of the Closing Date: (a) Organization and Good Standing. Seller 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 do business in the State of Florida. Saltaire Mana

Section 11.2 — Buyer's Representations and Warranties Buyer hereby represents and warrants to Seller as follows, as of the Closing Date: (a) Organization and Good Standing. Buyer is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Florida. The sole member of Buyer is Pellegrino Capital Group LLC, a Florida limited liability company. Buyer has all requisite

Section 12.1 — Buyer's Insurance From and after the Closing Date, Buyer shall maintain, at its sole cost and expense, property and casualty insurance coverage on the Hotel in amounts and with carriers consistent with commercially reasonable standards for comparable boutique hotel properties in South Florida. Such coverage shall include, at a minimum, commercial general liability insurance with limits of not less than

Section 12.2 — Seller's Insurance During the Transition Period, Seller shall maintain, at its sole cost and expense, commercial general liability insurance with limits of not less than Two Million and 00/100 Dollars ($2,000,000.00) per occurrence and Four Million and 00/100 Dollars ($4,000,000.00) in the aggregate, and workers' compensation insurance as required by Florida law (Fla. Stat. Chapter 440), in each case c

ARTICLE XIII — DISPUTE RESOLUTION

Section 13.1 — Negotiation Any dispute, controversy, or claim arising out of or relating to this Agreement, including any dispute regarding its existence, validity, interpretation, performance, breach, or termination, shall first be submitted to good-faith negotiation between the Parties' designated representatives. The designated representative for Buyer shall be Veronica Suárez-Pellegrino, General Counsel of Pelleg

Section 13.2 — Mediation If the dispute is not resolved through good-faith negotiation within the fifteen (15)-day period specified in Section 13.1, either Party may submit the dispute to non-binding mediation. Such mediation shall be conducted in Palm Beach County, Florida, before a mediator mutually agreed upon by the Parties or, if the Parties are unable to agree upon a mediator within ten (10) days after a writte

Section 13.3 — Litigation If the dispute is not resolved through mediation within forty-five (45) days after the submission of the dispute to mediation (or such longer period as the Parties may agree), either Party may pursue all available remedies at law or in equity in any court of competent jurisdiction located in Palm Beach County, Florida. Each Party hereby consents to the personal jurisdiction and venue of the

Section 14.1 — Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Florida, without regard to any conflicts-of-law principles that would require the application of the laws of any other jurisdiction.

Section 14.2 — Entire Agreement This Agreement, together with the PSA and the other closing documents executed and delivered in connection with the Closing (including the Special Warranty Deed, the Bill of Sale, the Assignment and Assumption of Contracts, the Assignment and Assumption of Intangible Property, and the related instruments), constitutes the entire agreement between the Parties with respect to the subject

Section 14.3 — Amendments and Waivers No amendment, modification, or supplement to this Agreement shall be effective unless it is in writing and signed by authorized representatives of both Parties. No waiver of any term, condition, or provision of this Agreement shall be effective unless it is in writing and signed by the Party against whom such waiver is to be enforced. No failure or delay by either Party in exerci

Section 14.4 — Notices All notices, demands, requests, consents, approvals, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when (a) delivered personally, (b) sent by nationally recognized overnight courier service (such as Severin Partners LLC or Halcyon Partners LLC) with delivery confirmation, (c) sent by United States certified or