Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used herein but not defined in this Section 1.1 shall have the meanings ascribed to them elsewhere in this Agreement. "Additional Deposit" means the sum of Eight Hundred Seventy-Five Thousand and 00/100 Dollars ($875,000.00) to be deposited by Buyer with Escrow Agent in accordance with

Section 1.2 — Rules of Construction The following rules of construction shall apply to this Agreement: (a) The headings and captions of the Articles and Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to constitute a part of this Agreement or to affect the meaning or interpretation of any provision hereof. (b) Unless the context otherwise requires, words importing the

ARTICLE II — AGREEMENT OF SALE AND PURCHASE

Section 2.1 — Agreement to Sell and Purchase Subject to the terms and conditions set forth in this Agreement, Seller hereby agrees to sell, convey, transfer, assign, and deliver to Buyer, and Buyer hereby agrees to purchase and accept from Seller, all of Seller's right, title, and interest in and to the Property, as more particularly described in Section 2.2 below, for the Purchase Price and upon the terms and condit

Section 2.2 — Property Description The term "Property," as used herein, shall mean and include the following: (a) Real Property. The Land, as legally described in Exhibit A attached hereto and incorporated herein by reference, situated at 455 South Ocean Boulevard, Delray Beach, Florida 33483, Palm Beach County Parcel ID: 12-43-46-27-01-005-0010, comprising approximately 1.87 acres (approximately 81,457 square feet),

Section 2.3 — Excluded Assets Notwithstanding anything to the contrary contained herein, the following assets are expressly excluded from the Property and shall not be conveyed or transferred to Buyer hereunder: (a) The name "Saltaire" and all Saltaire-branded marks, logos, trade dress, service marks, and all derivatives, variations, and combinations thereof. Seller and its affiliates shall retain all right, title, a

ARTICLE III — PURCHASE PRICE AND DEPOSITS

Section 3.1 — Purchase Price The purchase price for the Property shall be Thirty-Five Million and 00/100 Dollars ($35,000,000.00) (the "Purchase Price"), payable as set forth in this Article III, subject to prorations and adjustments at Closing as set forth in Article X.

Section 3.2 — Earnest Money Deposit Within three (3) business days after the Effective Date (i.e., on or before July 10, 2025), Buyer shall deposit the sum of One Million Seven Hundred Fifty Thousand and 00/100 Dollars ($1,750,000.00) (the "Earnest Money Deposit") with Escrow Agent by wire transfer of immediately available funds to the account designated by Escrow Agent. Escrow Agent shall, upon receipt of the Earnes

Section 3.3 — Additional Deposit Within two (2) business days after the expiration of the Due-Diligence Period (i.e., on or before August 25, 2025), Buyer shall deposit an additional sum of Eight Hundred Seventy-Five Thousand and 00/100 Dollars ($875,000.00) (the "Additional Deposit") with Escrow Agent by wire transfer of immediately available funds. Upon receipt by Escrow Agent, the Additional Deposit shall be combi

Section 3.4 — Non-Refundability of Deposits The Total Deposits shall become non-refundable (i.e., shall "go hard") upon the expiration of the Due-Diligence Period at 5:00 p.m. Eastern Time on August 21, 2025, except in the event of any of the following: (a) a default by Seller under this Agreement, in which event the Total Deposits shall be refunded to Buyer in accordance with Section 12.2; (b) a failure of a conditi

Section 3.5 — Balance Due at Closing At Closing, Buyer shall pay the balance of the Purchase Price in the amount of Thirty-Two Million Three Hundred Seventy-Five Thousand and 00/100 Dollars ($32,375,000.00) (being the Purchase Price of $35,000,000.00 less the Total Deposits of $2,625,000.00), subject to prorations and adjustments as set forth in Article X hereof (the "Balance"), by wire transfer of immediately availa

Section 3.6 — Independent Consideration One Hundred and 00/100 Dollars ($100.00) of the Earnest Money Deposit (the "Independent Consideration") has been bargained for and agreed to as independent consideration for Seller's execution and delivery of this Agreement and for Seller's grant to Buyer of the Due-Diligence Period and the inspection, termination, and other rights afforded to Buyer under this Agreement. The In

Section 3.7 — Escrow Provisions (a) Escrow Agent's Duties. Escrow Agent shall hold and disburse the Total Deposits (and any interest earned thereon) in accordance with the terms and conditions of this Agreement and the Escrow Agreement/Escrow Instructions attached hereto as Exhibit L. Escrow Agent shall have only those duties and obligations as are expressly set forth in this Agreement and in Exhibit L, and shall hav

ARTICLE IV — DUE-DILIGENCE PERIOD

Section 4.1 — Due-Diligence Period Buyer shall have a period of forty-five (45) days commencing on the Effective Date and expiring at 5:00 p.m. Eastern Time on August 21, 2025 (the "Due-Diligence Period"), within which to conduct such inspections, investigations, studies, tests, analyses, and inquiries with respect to the Property as Buyer, in its sole and absolute discretion, deems necessary or appropriate, includin

Section 4.2 — Access and Inspections (a) Access. From and after the Effective Date through the earlier of the Closing Date or termination of this Agreement, Seller shall provide Buyer and Buyer's agents, consultants, contractors, engineers, attorneys, accountants, lenders, and other representatives (collectively, "Buyer's Representatives") with reasonable access to the Property during normal business hours (between 8

Section 4.3 — Seller's Delivery of Due-Diligence Materials Within five (5) business days after the Effective Date (i.e., on or before July 14, 2025), Seller shall deliver to Buyer (or make available to Buyer for inspection and copying at Seller's offices or through a secure electronic data room) copies of the following documents and materials, to the extent in Seller's possession or control: (a) Seller's existing own

Section 4.4 — Buyer's Right to Terminate During Due-Diligence Period At any time prior to 5:00 p.m. Eastern Time on August 21, 2025 (the last day of the Due-Diligence Period), Buyer may, in its sole and absolute discretion, for any reason or for no reason whatsoever, elect to terminate this Agreement by delivering written notice of termination to Seller and Escrow Agent. Such notice may be delivered by email, overnig

Section 5.1 — Title Commitment Within ten (10) days after the Effective Date, Seller shall cause Palmetto Title & Escrow Company (title officer: Denise Lafleur), acting as agent for Commonwealth Southern Title Insurance Company, to issue to Buyer a commitment for an ALTA Owner's Policy of Title Insurance (the "Title Commitment") in the amount of the Purchase Price ($35,000,000.00), together with legible copies of all

Section 5.2 — Survey Buyer shall obtain, at Buyer's sole cost and expense, a current ALTA/NSPS Land Title Survey of the Property (the "Survey") prepared by Crestline Surveying & Mapping, Inc. (George Tavares, PSM), certified to Buyer (PCG Delray Hotel LLC), Buyer's Counsel (Calderwood & Harkness LLP), Lender (Meridian Coast Bank, N.A.), Escrow Agent (Palmetto Title & Escrow Company), and Title Underwriter (Commonweal

Section 5.3 — Permitted Exceptions The following matters shall constitute "Permitted Exceptions" and shall not be grounds for objection to title by Buyer or termination of this Agreement by Buyer: (a) Real-estate taxes and assessments for the year 2025 and subsequent years, which taxes are not yet due and payable, subject to proration at Closing in accordance with Section 10.2; (b) The beach access easement in favor

Section 5.4 — Title Objections On or before the Title Objection Deadline of August 7, 2025 (being thirty (30) days after the Effective Date), Buyer shall deliver to Seller written notice (the "Title Objection Notice") identifying any objections to title or survey matters (other than the Permitted Exceptions) that Buyer finds unacceptable. The Title Objection Notice shall specify each objected-to matter and the basis

Section 5.5 — Seller's Cure (a) Within fifteen (15) days after Seller's receipt of Buyer's Title Objection Notice (i.e., on or before August 22, 2025), Seller shall use commercially reasonable efforts to cure the objected-to matters identified in the Title Objection Notice (the "Cure Period"). (b) Notwithstanding the foregoing, Seller shall be obligated to cure (and shall not be excused from curing) the following mat

Section 5.6 — Title Insurance Policies As conditions to Closing, Escrow Agent and Title Underwriter shall be irrevocably committed to issue, upon the recording of the Deed and Mortgage and payment of the applicable premiums, the following title insurance policies: (a) An ALTA Owner's Policy of Title Insurance (2021 Form), in the amount of Thirty-Five Million and 00/100 Dollars ($35,000,000.00), insuring Buyer's fee s

ARTICLE VI — REPRESENTATIONS AND WARRANTIES

Section 6.1 — Seller's Representations and Warranties Seller hereby represents and warrants to Buyer as of the Effective Date and, subject to Section 6.3, as of the Closing Date, as follows: (a) Organization and Authority. 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 qualified to transact business in the