Contract analysis

Section 1. Assigned Interest. Assignor hereby irrevocably assigns, transfers, conveys, sets over, and delivers to Assignee, and Assignee's successors and assigns, all of Assignor's right, title, and interest in, to, and under a ninety-two percent (92%) Class A membership interest (the "Meridian Shores Interest") in Meridian Shores Hospitality LLC, a Florida limited liability company organized under the laws of the St

Section 2. Consideration. This assignment is made pursuant to and in consideration of the obligations and covenants of Assignee set forth in the MIPA dated December 15, 2025, and, in particular, the Assignee's obligation to pay the portion of the Aggregate Purchase Price attributable to the Meridian Shores Interest. The post-discount fair market value attributable to the Meridian Shores Interest is Seventeen Million

Section 3. Effective Date. This Assignment No. 1 is effective as of December 15, 2025 (the "Closing Date"), as such term is defined in Section 7.1 of the MIPA. As of the Closing Date, all right, title, and interest in and to the Meridian Shores Interest shall vest in Assignee, and Assignor shall have no further right, title, or interest in or to the Meridian Shores Interest, except as may arise under the Pledge Agree

Section 4. Representations of Assignor. Assignor hereby represents and warrants to Assignee as follows, as of the Closing Date: (a) Ownership. Assignor is the sole legal and beneficial owner of the Meridian Shores Interest. No other person or entity has any right, title, or interest in or to the Meridian Shores Interest, or any portion thereof, or any right to acquire any interest therein. (b) Free and Clear. The Mer

Section 5. Acceptance by Assignee. Assignee, in its capacity as Independent Trustee of The Salvatore A. Pellegrino 2025 Family Trust, hereby accepts the assignment, transfer, and conveyance of the Meridian Shores Interest as set forth in Section 1 of this Assignment No. 1, and agrees to hold the Meridian Shores Interest as an asset of the Trust, subject to the terms and conditions of the Trust Agreement dated Novembe

Section 6. Further Assurances. Each of the Parties hereby covenants and agrees to execute and deliver, or cause to be executed and delivered, such additional instruments, documents, certificates, and agreements, and to take such further actions, as may be reasonably necessary or appropriate to effectuate the purposes and intent of this Assignment No. 1 and to carry out the transactions contemplated hereby, including,

Section 7. Governing Law. This Assignment No. 1 shall be governed by, and construed and enforced in accordance with, the laws of the State of Florida, without giving effect to any choice of law or conflict of laws rules, provisions, or principles (whether of the State of Florida or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Florida.

Section 8. MIPA Controls. This Assignment No. 1 is delivered pursuant to, and is subject to, the terms and conditions of the MIPA. In the event of any conflict, inconsistency, or ambiguity between the terms of this Assignment No. 1 and the terms of the MIPA, the terms of the MIPA shall govern and control in all respects. Nothing in this Assignment No. 1 shall be deemed to amend, modify, supplement, or supersede any p

Section 9. Counterparts. This Assignment No. 1 may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Assignment No. 1 by facsimile, electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and

Section 1. Assigned Interest. Assignor hereby irrevocably assigns, transfers, conveys, sets over, and delivers to Assignee, and Assignee's successors and assigns, all of Assignor's right, title, and interest in, to, and under a one hundred percent (100%) membership interest (the "Costa Luma Interest") in Costa Luma Resort Holdings LLC, a Florida limited liability company organized under the laws of the State of Flori

Section 2. Consideration. This assignment is made pursuant to and in consideration of the obligations and covenants of Assignee set forth in the MIPA dated December 15, 2025, and, in particular, the Assignee's obligation to pay the portion of the Aggregate Purchase Price attributable to the Costa Luma Interest. The post-discount fair market value attributable to the Costa Luma Interest is Fourteen Million Eight Hundr

Section 3. Effective Date. This Assignment No. 2 is effective as of December 15, 2025 (the "Closing Date"), as such term is defined in Section 7.1 of the MIPA. As of the Closing Date, all right, title, and interest in and to the Costa Luma Interest shall vest in Assignee, and Assignor shall have no further right, title, or interest in or to the Costa Luma Interest, except as may arise under the Pledge Agreement or as

Section 4. Representations of Assignor. Assignor hereby represents and warrants to Assignee as follows, as of the Closing Date: (a) Ownership. Assignor is the sole legal and beneficial owner of the Costa Luma Interest, constituting one hundred percent (100%) of all outstanding membership interests of the Company. No other person or entity has any right, title, or interest in or to the Costa Luma Interest, or any port

Section 5. Acceptance by Assignee. Assignee, in its capacity as Independent Trustee of The Salvatore A. Pellegrino 2025 Family Trust, hereby accepts the assignment, transfer, and conveyance of the Costa Luma Interest as set forth in Section 1 of this Assignment No. 2, and agrees to hold the Costa Luma Interest as an asset of the Trust, subject to the terms and conditions of the Trust Agreement dated November 10, 2025

Section 6. Further Assurances. Each of the Parties hereby covenants and agrees to execute and deliver, or cause to be executed and delivered, such additional instruments, documents, certificates, and agreements, and to take such further actions, as may be reasonably necessary or appropriate to effectuate the purposes and intent of this Assignment No. 2 and to carry out the transactions contemplated hereby, including,

Section 7. Governing Law. This Assignment No. 2 shall be governed by, and construed and enforced in accordance with, the laws of the State of Florida, without giving effect to any choice of law or conflict of laws rules, provisions, or principles (whether of the State of Florida or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Florida.

Section 8. MIPA Controls. This Assignment No. 2 is delivered pursuant to, and is subject to, the terms and conditions of the MIPA. In the event of any conflict, inconsistency, or ambiguity between the terms of this Assignment No. 2 and the terms of the MIPA, the terms of the MIPA shall govern and control in all respects. Nothing in this Assignment No. 2 shall be deemed to amend, modify, supplement, or supersede any p

Section 9. Counterparts. This Assignment No. 2 may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Assignment No. 2 by facsimile, electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and

Section 1. Assigned Interest. Assignor hereby irrevocably assigns, transfers, conveys, sets over, and delivers to Assignee, and Assignee's successors and assigns, all of Assignor's right, title, and interest in, to, and under an eighty-eight percent (88%) Class A membership interest (the "Azulia Interest") in Azulia Beach Club LLC, a Florida limited liability company organized under the laws of the State of Florida (

Section 2. Consideration. This assignment is made pursuant to and in consideration of the obligations and covenants of Assignee set forth in the MIPA dated December 15, 2025, and, in particular, the Assignee's obligation to pay the portion of the Aggregate Purchase Price attributable to the Azulia Interest. The post-discount fair market value attributable to the Azulia Interest is Seven Million Two Hundred Eighty Tho

Section 3. Effective Date. This Assignment No. 3 is effective as of December 15, 2025 (the "Closing Date"), as such term is defined in Section 7.1 of the MIPA. As of the Closing Date, all right, title, and interest in and to the Azulia Interest shall vest in Assignee, and Assignor shall have no further right, title, or interest in or to the Azulia Interest, except as may arise under the Pledge Agreement or as otherwi

Section 4. Representations of Assignor. Assignor hereby represents and warrants to Assignee as follows, as of the Closing Date: (a) Ownership. Assignor is the sole legal and beneficial owner of the Azulia Interest, constituting eighty-eight percent (88%) of the outstanding Class A membership interests of the Company. No other person or entity has any right, title, or interest in or to the Azulia Interest, or any port

Section 5. Acceptance by Assignee. Assignee, in its capacity as Independent Trustee of The Salvatore A. Pellegrino 2025 Family Trust, hereby accepts the assignment, transfer, and conveyance of the Azulia Interest as set forth in Section 1 of this Assignment No. 3, and agrees to hold the Azulia Interest as an asset of the Trust, subject to the terms and conditions of the Trust Agreement dated November 10, 2025, and ap

Section 6. Further Assurances. Each of the Parties hereby covenants and agrees to execute and deliver, or cause to be executed and delivered, such additional instruments, documents, certificates, and agreements, and to take such further actions, as may be reasonably necessary or appropriate to effectuate the purposes and intent of this Assignment No. 3 and to carry out the transactions contemplated hereby, including,

Section 7. Governing Law. This Assignment No. 3 shall be governed by, and construed and enforced in accordance with, the laws of the State of Florida, without giving effect to any choice of law or conflict of laws rules, provisions, or principles (whether of the State of Florida or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Florida.

Section 8. MIPA Controls. This Assignment No. 3 is delivered pursuant to, and is subject to, the terms and conditions of the MIPA. In the event of any conflict, inconsistency, or ambiguity between the terms of this Assignment No. 3 and the terms of the MIPA, the terms of the MIPA shall govern and control in all respects. Nothing in this Assignment No. 3 shall be deemed to amend, modify, supplement, or supersede any p

Section 9. Counterparts. This Assignment No. 3 may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Assignment No. 3 by facsimile, electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and

1. Membership Interest Purchase Agreement (MIPA), dated December 15, 2025, by and between Salvatore A. Pellegrino, individually and through Pellegrino Capital Group LLC, as Seller, and Cornerstone Fiduciary Services, Inc., as Independent Trustee of The Salvatore A. Pellegrino 2025 Family Trust, as Buyer.

2. Secured Promissory Note, dated December 15, 2025, in the original principal amount of Forty Million Dollars ($40,000,000), issued by Cornerstone Fiduciary Services, Inc., as Independent Trustee of The Salvatore A. Pellegrino 2025 Family Trust, as Maker, in favor of Salvatore A. Pellegrino, as Payee, bearing interest at 4.40% per annum (September 2025 mid-term AFR, annual compounding), with a nine (9)-year term mat

3. Pledge and Security Agreement, dated December 15, 2025, by and between Cornerstone Fiduciary Services, Inc., as Independent Trustee of The Salvatore A. Pellegrino 2025 Family Trust, as Pledgor, and Salvatore A. Pellegrino, as Secured Party, pledging the membership interests in Meridian Shores Hospitality LLC, Costa Luma Resort Holdings LLC, and Azulia Beach Club LLC as collateral security for the obligations under

4. Trust Agreement — The Salvatore A. Pellegrino 2025 Family Trust, dated November 10, 2025, established by Salvatore A. Pellegrino, as Grantor, with Cornerstone Fiduciary Services, Inc. serving as Independent Trustee, constituting an irrevocable trust intended to qualify as an intentionally defective grantor trust under Sections 671 through 679 of the Internal Revenue Code of 1986, as amended.

5. Seed Gift Assignment Agreement, dated November 10, 2025, by and between Salvatore A. Pellegrino, as Donor, and Cornerstone Fiduciary Services, Inc., as Independent Trustee of The Salvatore A. Pellegrino 2025 Family Trust, as Donee, evidencing the initial seed gift to the Trust.

6. Amended and Restated Operating Agreement — Meridian Shores Hospitality LLC, effective December 15, 2025, reflecting the admission of Cornerstone Fiduciary Services, Inc., as Independent Trustee of The Salvatore A. Pellegrino 2025 Family Trust, as a Class A member of Meridian Shores Hospitality LLC.

7. Qualified Appraisal Report — Hargrove & Lindquist LLP, dated November 3, 2025, prepared by Dennis W. Hargrove, ASA, CFA, Managing Director, determining the fair market value of the membership interests in Meridian Shores Hospitality LLC, Costa Luma Resort Holdings LLC, and Azulia Beach Club LLC, including the application of a combined twenty percent (20%) discount for lack of marketability and lack of control. [En