Contract analysis

I. PURPOSE This memorandum documents the results of the firm's conflicts check and records the new-matter opening for the above-referenced engagement. It is prepared in accordance with Calderwood & Harkness LLP's internal Conflicts and New-Matter Policies, as set forth in the Firm Policy Manual (revised January 2025), and is submitted for review and final approval to George Trujillo in his capacity as responsible par

II. CLIENT IDENTIFICATION A. Engagement Client Client Entity: Pellegrino Capital Group LLC ("PCG") Entity Type: Florida Limited Liability Company, organized pursuant to the Florida Revised Limited Liability Company Act (Chapter 605, Florida Statutes) in 2006. EIN: 65-1238074 Principal Office: 2400 Salzedo Street, Suite 1200, Coral Gables, FL 33134 Managing Member: Salvatore A. Pellegrino Nature of Business: PCG serve

III. TRUST BENEFICIARIES The following individuals are the named beneficiaries of The Salvatore A. Pellegrino 2025 Family Trust. Each beneficiary's descendants are contingent remainder beneficiaries on a per stirpes basis. The firm does not represent any beneficiary individually, and each beneficiary has been notified in writing of this limitation on the scope of representation. The beneficiaries have been encouraged

IV. PARTIES SEARCHED IN CONFLICTS SYSTEM The following parties were run through the firm's global conflicts database (the "ConflictShield" system) on September 18, 2025. The search covered current and former client records, adverse-party records, engagement-declined records, personnel records, and outside-activity disclosures. Variant-name searches, including common abbreviations, alternative spellings, known aliases

1. Pellegrino Capital Group LLC (including all known variants: "PCG," "Pellegrino Capital," "Pellegrino Capital Group," and any registered d/b/a names on file with the Florida Division of Corporations).

2. Salvatore A. Pellegrino (including variants: "Sal Pellegrino," "S. Pellegrino," "Salvatore Pellegrino").

3. Adriana M. Pellegrino (including variants: "A. Pellegrino," "Adriana Pellegrino"; maiden name search conducted under "Adriana M. Ruiz" based on client-provided information).

4. Marco A. Pellegrino (including variants: "M. Pellegrino," "Marco Pellegrino").

5. Lucia Pellegrino-Vasquez (including variants: "Lucia Pellegrino," "L. Pellegrino-Vasquez," "Lucia P. Vasquez," "Lucia Vasquez").

6. Dante R. Pellegrino (including variants: "D. Pellegrino," "Dante Pellegrino").

7. The Salvatore A. Pellegrino 2025 Family Trust (to be formed; searched as a precautionary measure to identify any pre-existing entity with a similar name). B. Hospitality Portfolio Entities (Subject Assets) The following entities constitute the hospitality portfolio whose membership interests are the subject assets of the contemplated transaction. Each entity was searched as a party of interest in the conflicts sys

1. Meridian Shores Hospitality LLC • Entity Type: Florida Limited Liability Company • EIN: 59-4021867 • Property Description: 142-room boutique resort located at 4500 Gulf Shore Boulevard, Naples, FL 34102; the property includes a full-service spa, two restaurants, a private marina, and approximately 18,000 square feet of event and meeting space • Ownership: Salvatore A. Pellegrino holds a 92% Class A membership inte

2. Costa Luma Resort Holdings LLC • Entity Type: Florida Limited Liability Company • EIN: 59-4173920 • Property Description: 96-room oceanfront property located at 81700 Overseas Highway, Islamorada, FL 33036; the resort features waterfront dining, a dive center, and a private beach • Ownership: Salvatore A. Pellegrino holds a 100% membership interest through PCG

3. Azulia Beach Club LLC • Entity Type: Florida Limited Liability Company • EIN: 59-4285413 • Property Description: Upscale beachfront food-and-beverage and events venue located at 22 Baymont Drive, Clearwater Beach, FL 33767; the venue hosts private events and seasonal dining programs • Ownership: Salvatore A. Pellegrino holds an 88% Class A membership interest through PCG; the remaining 12% Class B membership inter

V. CONFLICTS CHECK RESULTS A. Search Methodology Full-name and variant searches were conducted on all parties listed in Section IV of this memorandum through the firm's global conflicts database, ConflictShield, which encompasses the firm's entire network of domestic and international offices. The searches were performed on September 18, 2025, by Rafael Dominguez, Lead Associate, and reviewed by the firm's Conflicts

1. Multiple Pellegrino Family Members. The contemplated transaction involves multiple members of the Pellegrino family in various capacities — Salvatore as grantor and seller, Adriana as the grantor's spouse, and Marco, Lucia, and Dante as trust beneficiaries. Under Florida Rule of Professional Conduct 4-1.7, a concurrent conflict of interest exists if there is a significant risk that the representation of a client w

2. Independent Trustee Interests. Cornerstone Fiduciary Services, Inc., in its capacity as the independent trustee of the 2025 IDGT, will serve as the purchaser of the hospitality membership interests. The trustee and the grantor have potentially divergent interests with respect to the purchase price, the terms of the promissory note, and the adequacy of the collateral securing the note. This divergence is a necessar

VI. MATTER DESCRIPTION AND TRANSACTION SUMMARY A. Transaction Overview The contemplated transaction involves the sale of approximately $40,000,000 (Discounted fair market value) in hospitality membership interests from Salvatore A. Pellegrino (acting through PCG) to The Salvatore A. Pellegrino 2025 Family Trust, an intentionally defective grantor trust to be established under the laws of the State of Florida. The tra

1. Transaction Structuring. Advising PCG and Salvatore A. Pellegrino on the overall design and structuring of the IDGT wealth-transfer transaction, including the selection of the appropriate grantor trust "defect," the determination of seed gift amount and equity cushion requirements, the establishment of promissory note terms, and the analysis of valuation discount positions.

2. Drafting and Negotiation of Transaction Documents. Preparing the following documents: (a) Trust instrument for The Salvatore A. Pellegrino 2025 Family Trust; (b) Seed gift assignment; (c) Membership Interest Purchase Agreement ("MIPA") for the sale of the hospitality interests from PCG/Salvatore to the Trust; (d) Secured promissory note in the principal amount of $40,000,000; (e) Pledge and security agreement secu

3. Coordination with Third Parties. Coordinating with the valuation firm (Hargrove & Lindquist LLP), the family accountants (Baxter Whitfield CPA Group, P.A.), the independent trustee (Cornerstone Fiduciary Services, Inc.), and the trustee's independent counsel (Ridgeway & Callahan LLP / Patricia N. Callahan) throughout the transaction process.

4. Tax Analysis and Planning Memorandum. Preparing an internal tax analysis and planning memorandum addressing the income-tax, gift-tax, estate-tax, and generation-skipping transfer tax implications of the contemplated transaction, including the grantor trust "defect" analysis, the installment sale characterization, and the adequate-consideration defense.

5. Closing and Post-Closing Administration. Managing the closing process, including the execution and delivery of all transaction documents, the funding of the seed gift, the transfer of membership interests, and the recording of any required filings. Post-closing, the firm will coordinate with Baxter Whitfield CPA Group, P.A. on the preparation of Salvatore's 2025 Form 709 (United States Gift Tax Return), due April

VII. ENGAGEMENT TEAM The following attorneys have been assigned to this engagement: George Trujillo will serve as the responsible partner for this engagement and will maintain overall supervisory responsibility for the quality, timeliness, and client-relationship aspects of the representation. Kevin Ostrowski will serve as billing partner and will oversee the billing, invoicing, and fee-collection processes. Rafael D

VIII. BILLING ARRANGEMENTS The billing arrangements for this engagement are as set forth in the executed engagement letter dated September 18, 2025, and are summarized below: Fee Structure: Hourly billing. The firm will bill for all professional time expended on behalf of the client in connection with this matter at the applicable hourly rates set forth below, recorded in increments of one-tenth of an hour. Partner R

IX. KEY DATES The following table sets forth the anticipated timeline for the transaction, subject to adjustment as circumstances require: The lead associate will maintain a detailed deal-management calendar and will distribute weekly status updates to the engagement team and the responsible partner commencing on September 25, 2025.

X. GOVERNING LAW All transaction documents will be governed by and construed in accordance with the laws of the State of Florida, including the Florida Trust Code (Chapter 736, Florida Statutes), the Florida Revised Limited Liability Company Act (Chapter 605, Florida Statutes), and applicable federal tax law (including the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder)

XI. APPROVALS A. Conflicts Clearance Conflicts check conducted by: Rafael Dominguez, Lead Associate Date of search: September 18, 2025 ConflictShield Search Reference No.: CS-2025-MIA-09182 Result: No conflicts identified. This matter is cleared for opening in accordance with the firm's Conflicts and New-Matter Policies. Confirmed: ________ Rafael Dominguez, Lead Associate Date: September 18, 2025 B. New-Matter Appro

1. Firm Conflicts and New-Matter Database — electronic filing under Matter No. 1027-00005 and ConflictShield Search Reference No. CS-2025-MIA-09182.

2. Engagement file — hard copy and electronic copy to be maintained in the engagement file for Matter No. 1027-00005.

3. Responsible Partner — copy retained by George Trujillo.

4. Billing Partner — copy retained by Kevin Ostrowski.

5. Conflicts Department — copy to Elaine M. Pokorny, Director of Conflicts and Risk Management. END OF MEMORANDUM This memorandum is privileged and confidential. It is prepared by counsel for internal use only and is protected by the attorney-client privilege and the work-product doctrine. It is not intended for distribution to any person or entity outside of Calderwood & Harkness LLP without the prior written approv