Contract analysis

1. Introduction and Purpose Thank you for selecting Calderwood & Harkness LLP ("C&H" or the "Firm") to serve as legal counsel to Pellegrino Capital Group LLC ("PCG") in connection with the proposed intra-family wealth transfer transaction described below. We are pleased to have the opportunity to work with you and look forward to a productive engagement. The purpose of this letter is to confirm the terms and conditio

2. Identification of the Client The Firm's client in this engagement is Pellegrino Capital Group LLC, a Florida limited liability company (EIN 65-1238074), with its principal office located at 2400 Salzedo Street, Suite 1200, Coral Gables, Florida 33134. All duties of loyalty, confidentiality, and competence arising under the applicable Rules of Professional Conduct run to PCG as the Firm's client in this matter. Sal

3. Scope of Representation The Firm's representation of PCG in this matter shall encompass the services described in Sections 3.1 through 3.6 below. The scope of the engagement is limited to the services described herein, and any expansion of the scope will require the mutual written agreement of PCG and the Firm. Services that are expressly excluded from the scope of this engagement are identified in Section 3.7 bel

4. Engagement Team The following attorneys have been assigned to this matter and will be primarily responsible for the delivery of the legal services described in Section 3 above: George Trujillo will serve as the Responsible Partner for this engagement and will function as the primary relationship partner and senior supervisory attorney. Mr. Trujillo will be your principal point of contact for substantive matters re

5. Fees and Billing 5.1 Hourly Rates The Firm's services in this engagement will be billed on an hourly basis at the Firm's current standard hourly rates for the attorneys and professional staff assigned to the matter. The current hourly rates for the attorneys on this engagement team are as follows: Partners (George Trujillo, Kevin Ostrowski, Leonard Cross): $1,150 per hour Associates (Rafael Dominguez, Cynthia Ho):

6. Conflict of Interest Disclosures The Firm has conducted a comprehensive conflicts check in accordance with its internal policies and procedures and the requirements of the Rules of Professional Conduct applicable to the Firm's attorneys in each jurisdiction in which they are admitted to practice. Based on the information currently available to the Firm, including the identities of the parties, entities, and indivi

7. Confidentiality and Privilege All communications between PCG (including Salvatore A. Pellegrino in his capacity as Managing Member and Grantor) and the Firm in connection with this engagement are intended to be protected by the attorney-client privilege and/or the work-product doctrine to the fullest extent permitted by applicable law. The Firm will take reasonable steps to preserve the privileged and confidential

8. Document Retention Upon the conclusion of this engagement, the Firm will retain the client file — including copies of all correspondence, memoranda, work papers, drafts, and final documents — in accordance with the Firm's document retention policy. Under the Firm's current policy, client files are retained for a period of ten (10) years from the date the matter is formally closed in the Firm's records management s

9. Termination of Engagement Either PCG or the Firm may terminate this engagement at any time by providing written notice to the other party. No reason need be stated for termination by PCG. The Firm's right to withdraw is subject to the requirements and limitations of the applicable Rules of Professional Conduct and any applicable court rules. In the event of termination, whether by PCG or by the Firm: (a) PCG will

10. Limitation of Liability The legal advice and counsel provided by the Firm in connection with this engagement is based on the facts and circumstances as communicated to the Firm by PCG and on the laws, regulations, rulings, and judicial precedents in effect at the time such advice is rendered. The Firm does not guarantee any particular result or outcome in connection with this engagement, including without limitat

11. Governing Law and Dispute Resolution This engagement letter shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict-of-laws principles. Any dispute, claim, or controversy arising out of or relating to this engagement letter, the Firm's services hereunder, or the attorney-client relationship between the Firm and PCG (including, without limitation, disp

12. Acceptance and Execution We respectfully request that you, as Managing Member of Pellegrino Capital Group LLC, review this engagement letter carefully and, if the terms set forth herein are acceptable, execute and return one copy of this letter to the Firm to confirm PCG's agreement to the terms and conditions of the engagement. A PDF copy transmitted by email to the undersigned will be accepted for purposes of c