Contract analysis

I. Introduction and Purpose of Letter Calderwood & Harkness LLP serves as engagement counsel to Pellegrino Capital Group LLC ("PCG"), a Florida limited liability company (EIN 65-1238074), headquartered at 2400 Salzedo Street, Suite 1200, Coral Gables, Florida 33134, in connection with a proposed intra-family wealth transfer transaction more fully described herein. This letter has been authored by George Trujillo, who

II. Background — The Pellegrino Family and PCG Salvatore A. Pellegrino, age 71, is a United States citizen and a resident of the State of Florida, residing at 610 Casuarina Concourse, Coral Gables, Florida 33143. Mr. Pellegrino is the sole managing member of PCG, which was organized as a Florida limited liability company in 2006. PCG functions as the Pellegrino family office and is responsible for managing and overse

III. Transaction Overview 3.1 Seed Gift On November 10, 2025, in connection with the establishment of the Trust, Salvatore A. Pellegrino made an irrevocable gift of Two Million Dollars ($2,000,000) in cash to the 2025 IDGT as the initial trust corpus (the "Seed Gift"). The Seed Gift was structured to represent approximately five percent (5%) of the aggregate purchase price for the membership interests to be acquired

IV. Subject Assets — Hospitality Portfolio 4.1 Summary Table The membership interests proposed to be sold to the Trust consist of interests in three Florida limited liability companies, each of which is a hospitality operating or holding entity. The following table summarizes the key characteristics of each entity and the applicable valuation conclusions: A more detailed description of each entity follows below. 4.2

V. Valuation — Independent Qualified Appraisal In order to establish the fair market value of the membership interests being transferred and to support the arm's-length nature of the purchase price, PCG retained Hargrove & Lindquist LLP ("H&L"), an independent business valuation firm headquartered at 3344 Peachtree Road NE, Suite 900, Atlanta, Georgia 30326, to prepare a qualified appraisal of each of the membership

VI. Material Terms of the Promissory Note The following summarizes the material terms of the secured promissory note (the "Note") to be executed at closing: Maker: Cornerstone Fiduciary Services, Inc., as Trustee of The Salvatore A. Pellegrino 2025 Family Trust. Payee: Salvatore A. Pellegrino. Principal Amount: Forty Million Dollars ($40,000,000). Interest Rate: 4.40% per annum, being the applicable federal rate ("AF

VII. Pledge and Security Agreement The obligations of the Trust under the Note will be secured by a Pledge and Security Agreement (the "Pledge Agreement"), the material terms of which are summarized below: Pledgor: Cornerstone Fiduciary Services, Inc., as Trustee of The Salvatore A. Pellegrino 2025 Family Trust. Secured Party: Salvatore A. Pellegrino. Collateral: A first-priority security interest in (a) all membersh

VIII. Fiduciary Considerations for the Independent Trustee Cornerstone, as Independent Trustee of the 2025 IDGT, owes fiduciary duties of loyalty, prudence, and impartiality to the Trust beneficiaries — namely, Marco A. Pellegrino, Lucia Pellegrino-Vasquez, Dante R. Pellegrino, and their respective descendants. The Trustee's decision to cause the Trust to acquire the hospitality membership interests and to incur the

IX. Enclosed Documents for Review The following draft transaction documents are enclosed for Cornerstone's and trustee counsel's review and comment:

1. Draft Membership Interest Purchase Agreement ("MIPA") — covering the sale of membership interests in Meridian Shores Hospitality LLC, Costa Luma Resort Holdings LLC, and Azulia Beach Club LLC from Salvatore A. Pellegrino (acting through PCG) to The Salvatore A. Pellegrino 2025 Family Trust, at an aggregate purchase price of $40,000,000, including customary representations, warranties, covenants, conditions to clos

2. Draft Secured Promissory Note — a $40,000,000 promissory note from the Trust (through Cornerstone, as Trustee) to Salvatore A. Pellegrino, bearing interest at 4.40% per annum (mid-term AFR), with a nine-year term and annual interest-only payments of $1,760,000, with a balloon principal payment due at maturity on December 15, 2034.

3. Draft Pledge and Security Agreement — granting Salvatore A. Pellegrino a first-priority security interest in the acquired membership interests and all associated distributions, proceeds, and cash flow, to secure the Trust's obligations under the Secured Promissory Note. Additional documents, including assignment instruments for each of the three entities and the amended and restated operating agreement for Meridia

X. Request for Comments and Timeline Calderwood & Harkness respectfully requests that Cornerstone and Ridgeway & Callahan LLP provide any comments, questions, or proposed revisions to the enclosed draft documents by no later than December 1, 2025. We recognize that Cornerstone and its counsel will need adequate time to review the documents and conduct their independent analysis, and we are committed to working cooper

XI. Availability and Contact Information George Trujillo and Leonard Cross are available to discuss the transaction, the enclosed documents, or any questions that Cornerstone or its counsel may have at your convenience. We welcome the opportunity to participate in a conference call or in-person meeting with Cornerstone and Ridgeway & Callahan LLP to walk through the transaction details and address any issues prior to

1. Draft Membership Interest Purchase Agreement (MIPA)

2. Draft Secured Promissory Note ($40,000,000)

3. Draft Pledge and Security Agreement

4. Exhibit A — Summary of Appraisal Conclusions (Hargrove & Lindquist LLP, dated November 3, 2025) EXHIBIT A Summary of Appraisal Conclusions Hargrove & Lindquist LLP Appraiser: Hargrove & Lindquist LLP 3344 Peachtree Road NE, Suite 900 Atlanta, GA 30326 Principal Appraiser: Dennis W. Hargrove, ASA, CFA, Managing Director Date of Appraisal Report: November 3, 2025 Effective Valuation Date: November 3, 2025 Engagement