Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Act" means the Florida Revised Limited Liability Company Act, Chapter 605, Florida Statutes, as amended from time to time. "Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such Person. For purposes of

Section 1.2 — Rules of Construction (a) Unless the context of this Agreement otherwise requires: (i) words of any gender shall include each other gender; (ii) words using the singular or plural number shall also include the plural or singular number, respectively; (iii) the terms "hereof," "herein," "hereby," "hereto," and derivative or similar words refer to this entire Agreement; (iv) the terms "Article," "Section,

ARTICLE II — ORGANIZATION AND PURPOSE

Section 2.1 — Formation The Company was formed as a Florida limited liability company by the filing of Articles of Organization with the Florida Department of State, Division of Corporations, in accordance with and pursuant to the Act. The rights and obligations of the Members and the terms and conditions of the Company's governance shall be as provided in this Agreement. To the extent any provision of this Agreement

Section 2.2 — Name The name of the Company is "Meridian Shores Hospitality LLC." The Company's business shall be conducted under such name or such other trade names or fictitious names as the Manager may determine from time to time, provided that all necessary filings are made with the appropriate governmental authorities.

Section 2.3 — Principal Office and Registered Agent (a) The principal office of the Company shall be located at 4500 Gulf Shore Boulevard, Naples, FL 34102, or at such other place as the Manager may designate from time to time by written notice to the Members. (b) The registered agent and registered office of the Company in the State of Florida shall be as set forth in the Company's records on file with the Florida D

Section 2.4 — Purpose The purpose of the Company is: (a) To own, operate, manage, maintain, improve, renovate, finance, refinance, and otherwise deal with the Meridian Shores Resort & Spa, a 142-room boutique resort property located at 4500 Gulf Shore Boulevard, Naples, FL 34102; (b) To engage in hospitality, lodging, food and beverage, event hosting, conference and banquet services, spa and wellness services, recrea

Section 2.5 — Term The Company shall have perpetual existence and shall continue in full force and effect until dissolved in accordance with the provisions of Article XI of this Agreement or as otherwise required by applicable law. The existence of the Company as a separate legal entity shall continue until cancellation of the Company's Articles of Organization as provided in the Act.

Section 2.6 — Entity Tax Classification (a) So long as the Company has two or more Members, it is the intent of the Members that the Company shall be classified as a partnership for federal and, where applicable, state and local income tax purposes. The Company shall not file an election on IRS Form 8832 (or any successor form) to be classified as an association taxable as a corporation, and no Member shall take any

Section 2.7 — Employer Identification Number The Company's federal Employer Identification Number is 59-4021867. The Company shall use such number in connection with all federal, state, and local tax filings and such other filings as may require the use of the Company's EIN.

ARTICLE III — MEMBERSHIP INTERESTS AND CAPITAL CONTRIBUTIONS

Section 3.1 — Classes of Membership Interests The Membership Interests of the Company shall be divided into two classes: (a) Class A Interests. Class A Interests shall carry full voting rights and full economic rights, including the right to receive allocations of Net Income and Net Loss and distributions of Available Cash in accordance with the distribution waterfall set forth in Article VI of this Agreement. Holder

Section 3.2 — Members and Membership Interests (a) The Members of the Company and their respective classes and Percentage Interests are as set forth on the Membership Schedule attached hereto as Exhibit A and incorporated herein by reference. The Membership Schedule shall be updated from time to time by the Manager to reflect changes in membership, Percentage Interests, or other relevant information. (b) Effective as

Section 3.3 — Capital Contributions (a) The initial Capital Contributions of the Members are as set forth on the Membership Schedule attached hereto as Exhibit A. The Capital Contributions reflected on the Membership Schedule include all Capital Contributions made under the Prior Agreement, as adjusted to reflect the transactions contemplated by the MIPA. (b) No Member shall be required to make any additional Capital

Section 3.4 — Capital Accounts (a) A separate Capital Account shall be maintained for each Member in accordance with the rules set forth in Treasury Regulations Section 1.704-1(b)(2)(iv). Each Member's Capital Account shall be: (i) increased by (A) the amount of cash contributed by such Member to the capital of the Company, (B) the fair market value of any property contributed by such Member to the Company (net of li

Section 3.5 — No Withdrawal of Capital No Member shall have the right to withdraw any portion of its Capital Contribution or to demand or receive a return of its Capital Contribution, except upon dissolution and winding up of the Company in accordance with Article XI of this Agreement or as otherwise expressly provided herein. No Member shall have the right to demand or receive property other than cash in return for

Section 3.6 — No Priority Among Members Except as expressly set forth in the distribution waterfall provisions of Article VI of this Agreement, no Member shall have priority over any other Member with respect to the return of Capital Contributions, allocations of Net Income or Net Loss, or distributions of Available Cash.

ARTICLE IV — ALLOCATIONS OF PROFITS AND LOSSES

Section 4.1 — Allocation of Net Income and Net Loss (a) Except as otherwise provided in Section 4.2, Net Income for each Fiscal Year (or other applicable period) shall be allocated among the Members in accordance with their respective Percentage Interests. (b) Except as otherwise provided in Section 4.2, Net Loss for each Fiscal Year (or other applicable period) shall be allocated among the Members in accordance with

Section 4.2 — Special Allocations The following special allocations shall be made in the following order of priority: (a) Minimum Gain Chargeback. Notwithstanding any other provision of this Article IV, if there is a net decrease in Company minimum gain (as defined in Treasury Regulations Section 1.704-2(b)(2)) during any Fiscal Year, each Member shall be allocated items of Company income and gain for such year (and,

Section 4.3 — Tax Allocations (a) Except as otherwise provided in this Section 4.3, for federal, state, and local income tax purposes, each item of income, gain, loss, deduction, and credit of the Company shall be allocated among the Members in the same manner as the corresponding item of Net Income or Net Loss is allocated pursuant to Sections 4.1 and 4.2 of this Agreement. (b) In accordance with Code Section 704(c)

Section 4.4 — Grantor Trust Acknowledgment (a) The Members acknowledge and agree that the Trust is an intentionally defective grantor trust (IDGT) treated as owned by Salvatore A. Pellegrino for federal income tax purposes under Sections 671 through 679 of the Code (the "Grantor"). As a result, for federal income tax purposes, the Grantor is treated as the owner of the Trust's share of all Company items of income, ga

Section 5.1 — Manager-Managed (a) The Company shall be a "manager-managed" limited liability company within the meaning of the Act. Except as otherwise expressly provided in this Agreement or required by the Act, all powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Manager. (b) The Manager shall have full, c

Section 5.2 — Designation of Manager (a) The initial Manager of the Company under this Agreement shall be The Salvatore A. Pellegrino 2025 Family Trust, acting through Cornerstone Fiduciary Services, Inc. as Independent Trustee, or its designee (collectively, the "Manager"). (b) The Manager may delegate day-to-day operational authority to the Chief Operating Officer and such other officers and agents of the Company a

Section 5.3 — Trustee's Exercise of Management Rights (a) Cornerstone Fiduciary Services, Inc., as Independent Trustee of the Trust, shall exercise all management, voting, and consent rights attributable to the Trust's ninety-two percent (92%) Class A Membership Interest in the Company. Such rights include, without limitation, the right to vote on all matters submitted to a vote of the Members, the right to provide o

Section 5.4(a) — Appointment of Officers. The Manager may, from time to time, appoint one or more officers of the Company, including a Chief Operating Officer, Chief Financial Officer, Secretary, Treasurer, and such other officers as the Manager may deem necessary or desirable for the conduct of the Company's business. Any officer may hold more than one office. Officers of the Company need not be Members of the Compa

Section 5.4(b) — Chief Operating Officer. (i) Marco A. Pellegrino shall continue to serve as the Chief Operating Officer ("COO") of the Company. The COO's address for purposes of this Agreement is 1285 Gulf Pavilion Drive, Naples, FL 34108. (ii) The COO shall have primary responsibility for the day-to-day operations of the Meridian Shores Resort & Spa, including without limitation the management of personnel, guest s

Section 5.4(c) — Removal and Resignation of Officers. (i) Each officer shall serve at the pleasure of the Manager and may be removed by the Manager at any time, with or without cause, upon written notice to such officer. The removal of an officer shall be without prejudice to the contract rights, if any, of the Person so removed. Appointment of an officer shall not of itself create contract rights. (ii) Any officer m

Section 5.5 — Actions Requiring Member Approval Notwithstanding the authority granted to the Manager pursuant to Sections 5.1 and 5.2 of this Agreement, the Manager shall not take any of the following actions without the prior written consent or affirmative vote of Members holding a Supermajority Interest (seventy-five percent (75%) of the aggregate Membership Interests): (a) The sale, exchange, lease, or other dispo

Section 5.6 — Standard of Care; Exculpation (a) The Manager and each officer of the Company shall discharge their duties to the Company and the Members in good faith, with the care that an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the Manager or officer reasonably believes to be in the best interests of the Company. (b) Neither the Manager nor any officer

Section 5.7 — Indemnification (a) The Company shall, to the fullest extent permitted by the Act and applicable law, indemnify and hold harmless the Manager, each officer, and each Member (each, an "Indemnified Person") from and against any and all losses, claims, damages, liabilities, expenses (including reasonable attorneys' fees and expenses), judgments, fines, settlements, and other amounts arising from or in conn

Section 5.8 — Compensation and Reimbursement (a) The Manager and officers of the Company shall be entitled to receive reasonable compensation for services rendered to the Company, as approved by the Members from time to time. Any compensation paid to the Manager or to Cornerstone Fiduciary Services, Inc. in its capacity as Manager shall be as set forth in a separate compensation agreement or as otherwise determined b

Section 6.1 — Distributable Cash (a) Subject to the Manager's determination of appropriate Reserves and the limitations set forth in this Article VI, Available Cash of the Company shall be distributed to the Members at least quarterly (or at such other intervals as the Manager may determine in its reasonable discretion). The Manager shall determine the amount of Available Cash, if any, available for distribution foll

Section 6.2 — Distribution Waterfall Available Cash shall be distributed among the Members in the following order of priority: First, to the payment of, or the establishment of Reserves for, all Company obligations, including without limitation operating expenses, real and personal property taxes, insurance premiums, capital expenditures (whether planned or emergency), and debt service, including any amounts payable

Section 6.3 — Tax Distributions (a) Notwithstanding the distribution waterfall set forth in Section 6.2, the Company shall distribute to each Member, prior to or concurrently with other distributions for the applicable period, an amount sufficient to cover such Member's estimated federal and state income tax liability arising from allocations of Company Net Income to such Member for the applicable period (each such d

Section 6.4 — Distributions Subject to Pledge Agreement (a) The Members acknowledge and agree that distributions attributable to the Trust's ninety-two percent (92%) Class A Membership Interest are subject to the Pledge and Security Agreement dated December 15, 2025, pursuant to which the Trust has pledged its Class A Membership Interest to Salvatore A. Pellegrino as security for the Trust's obligations under the Pro

Section 6.5 — Limitations on Distributions (a) No distribution shall be made to the Members if, after giving effect to such distribution, the Company would be unable to pay its debts as they become due in the ordinary course of the Company's business. (b) No distribution shall be made in violation of Section 605.0405 of the Act or any other applicable provision of law restricting distributions by a limited liability

Section 6.6 — Withholding (a) The Company is authorized to withhold from distributions to any Member, and to pay over to any federal, state, or local governmental authority, any amounts required to be withheld pursuant to applicable federal, state, or local tax law. Any amounts so withheld shall be treated as having been distributed to the applicable Member for all purposes of this Agreement. (b) If the Company is re

ARTICLE VII — BOOKS, RECORDS, AND REPORTS

Section 7.1 — Books and Records (a) The Company shall maintain complete and accurate books and records of the Company's business and affairs at the Company's principal office located at 4500 Gulf Shore Boulevard, Naples, FL 34102. The books and records shall reflect all Company transactions, assets, liabilities, income, expenses, and other items necessary to provide the information required for the full and accurate

Section 7.2 — Fiscal Year The Fiscal Year of the Company shall be the calendar year, ending December 31 of each year. The first Fiscal Year under this Agreement shall be the calendar year ending December 31, 2025.

Section 7.3 — Tax Returns and Tax Matters (a) The Company shall prepare and timely file all required federal, state, and local income tax returns, information returns, and reports, including IRS Form 1065 (U.S. Return of Partnership Income) and all applicable state and local partnership or LLC returns. (b) Baxter Whitfield CPA Group, P.A. (Sandra T. Whitfield, CPA, Managing Partner, 150 Alhambra Circle, Suite 800, Co