Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the respective meanings set forth below: "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 this definition, "control" (including the terms "controlling," "controlled by," and "under common control with")

Section 1.2 — Rules of Construction The following rules of construction shall apply to this Agreement: (a) The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. (b) Whenever the words "include," "includes," or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation."

ARTICLE II — SALE AND PURCHASE OF COMPANY INTERESTS

Section 2.1 — Agreement to Sell and Purchase Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the Seller hereby agrees to sell, assign, transfer, convey, and deliver to the Purchaser, and the Purchaser hereby agrees to purchase, acquire, and accept from the Seller, free and clear of all Encumbrances (other than Permitted Encumbrances), all of the Seller's right, title, and int

Section 2.2 — Aggregate Purchase Price The aggregate purchase price for the Company Interests shall be Forty Million Dollars ($40,000,000) (the "Purchase Price"). The Purchase Price reflects the aggregate Pre-discount Fair Market Value of Fifty Million Dollars ($50,000,000), as determined by the Qualified Appraisal prepared by Hargrove & Lindquist LLP dated November 3, 2025, less the Combined discount of twenty perce

Section 2.3 — Payment of Purchase Price The entire Purchase Price of Forty Million Dollars ($40,000,000) shall be paid at the Closing by the Purchaser's execution and delivery to the Seller of the Promissory Note in the original principal amount of Forty Million Dollars ($40,000,000), substantially in the form attached hereto as Exhibit A. No cash shall be paid at the Closing; the Purchase Price shall be satisfied en

Section 2.4 — Allocation of Purchase Price The Purchase Price shall be allocated among the Company Interests as set forth on Schedule 2.4 attached hereto, which allocation is consistent with the Qualified Appraisal. The Parties agree to report the allocation of the Purchase Price consistently with Schedule 2.4 for all federal, state, and local tax purposes, including on any Tax Returns, and neither Party shall take a

Section 3.1 — Closing Date and Location The Closing shall occur on December 15, 2025 (the "Closing Date"), at the offices of Calderwood & Harkness LLP, 701 Brickell Avenue, Suite 3100, Miami, FL 33131, or at such other location, or by remote exchange of executed documents via overnight courier, electronic mail, or other means, as the Parties may mutually agree in writing. The Closing shall be deemed to have occurred

Section 3.2 — Seller's Closing Deliverables At or prior to the Closing, the Seller shall deliver or cause to be delivered to the Purchaser each of the following: (a) Assignment Instruments. Executed counterparts of the Assignment of Membership Interests for each of the three Company Interests, in the forms attached hereto as Exhibit C-1, Exhibit C-2, and Exhibit C-3, duly executed by the Seller (acting through PCG) a

Section 3.3 — Purchaser's Closing Deliverables At or prior to the Closing, the Purchaser shall deliver or cause to be delivered to the Seller each of the following: (a) Promissory Note. The executed Promissory Note in the original principal amount of Forty Million Dollars ($40,000,000), substantially in the form attached hereto as Exhibit A, duly executed by the Purchaser (through the Independent Trustee); (b) Pledge

Section 3.4 — Simultaneous Deliveries All deliveries and actions to be taken at the Closing shall be deemed to occur simultaneously, and no delivery or action shall be deemed to have been taken or made until all deliveries and actions required at the Closing have been completed. No delivery or performance by either Party shall be deemed complete unless and until all other deliveries and performances at the Closing ha

ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF THE SELLER The Seller hereby represents and warrants to the Purchaser as of the date hereof and as of the Closing Date (except where a representation or warranty is expressly made as of a specific date, in which case such representation and warranty shall be made only as of such date) as follows:

Section 4.1 — Organization and Good Standing (a) PCG is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Florida, having been organized in 2006 and continuously maintained in good standing since its date of organization. PCG has full power and authority to own, lease, and operate its properties and to carry on its business as presently conducted. (b) Ea

Section 4.2 — Authority; Enforceability (a) The Seller has full power, authority, and legal capacity to execute and deliver this Agreement and each other Transaction Document to which the Seller is a party, and to perform his obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Salvatore A. Pellegrino, as the sole Managing Member of PCG, has the full right, power, a

Section 4.3 — Title to Company Interests (a) The Seller (acting through PCG) is the sole record and beneficial owner of each of the following Company Interests: (i) a ninety-two percent (92%) Class A membership interest in Meridian Shores Hospitality LLC; (ii) a one hundred percent (100%) membership interest in Costa Luma Resort Holdings LLC; and (iii) an eighty-eight percent (88%) Class A membership interest in Azul

Section 4.4 — No Conflicts; Consents (a) The execution and delivery by the Seller of this Agreement and each other Transaction Document to which the Seller is a party, and the performance by the Seller of his obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby, will not (i) violate, conflict with, or result in a breach or default under any provision of the Go

Section 4.5 — Company Entity Capitalization (a) Schedule 4.5 sets forth a complete and accurate description of the authorized and outstanding membership interests of each Company Entity, including the classes, designations, and ownership percentages thereof. The capitalization of each Company Entity is as follows: (i) Meridian Shores Hospitality LLC: The authorized membership interests consist of Class A membership i

Section 4.6 — Financial Information (a) The Seller has made available to the Purchaser and the Independent Trustee the unaudited financial statements and operating statements of each Company Entity for the fiscal year ended December 31, 2024, including balance sheets, income statements, and cash flow statements, together with such interim financial information as has been prepared through the date hereof (collectivel

Section 4.7 — Absence of Undisclosed Liabilities No Company Entity has any material liability, obligation, or commitment (whether accrued, absolute, contingent, unliquidated, or otherwise, and whether due or to become due) that is not reflected or reserved against in the Financial Information or disclosed on the Schedules hereto, except for (a) liabilities and obligations that have arisen in the ordinary course of bu

Section 4.8 — Absence of Material Adverse Change Since December 31, 2024, (a) each Company Entity has conducted its business in the ordinary course consistent with past practice, (b) there has been no Material Adverse Effect on any Company Entity, and (c) none of the Company Entities has taken any action or failed to take any action that, if taken or failed to be taken after the date of this Agreement, would require

Section 4.9 — Real Property (a) Schedule 4.9 sets forth a complete and accurate description of all real property owned, leased, or otherwise occupied or used by each Company Entity (collectively, the "Real Property"). The Real Property associated with each Company Entity is as follows: (i) Meridian Shores Hospitality LLC: The Meridian Shores Resort & Spa, a 142-room boutique resort located at 4500 Gulf Shore Boulevar

Section 4.10 — Compliance with Laws Each Company Entity is, and since January 1, 2022 has been, in material compliance with all applicable federal, state, and local laws, rules, regulations, ordinances, codes, and orders applicable to its business, operations, and properties, including all laws and regulations relating to liquor licensing, food service, health and safety, fire prevention, environmental protection, bu

Section 4.11 — Tax Matters (a) Each Company Entity has timely filed (taking into account any extensions of time within which to file) all Tax Returns required to be filed by it under applicable law. All such Tax Returns are true, correct, and complete in all material respects. (b) Each Company Entity has timely paid all Taxes due and payable by it, whether or not shown on a Tax Return. There are no Encumbrances for T

Section 4.12 — Litigation Except as set forth on Schedule 4.12, there is no material litigation, lawsuit, claim, action, proceeding, arbitration, mediation, or governmental investigation or inquiry pending or, to the Knowledge of the Seller, threatened against any Company Entity, any officer, manager, or member of any Company Entity in their capacity as such, or any of the Real Property. There are no outstanding orde

Section 4.13 — Material Contracts (a) Schedule 4.13 sets forth a complete and accurate list of all material contracts, agreements, leases, commitments, and arrangements to which any Company Entity is a party or by which any Company Entity or its assets are bound (collectively, the "Material Contracts"), including management agreements, franchise agreements, brand or affiliation agreements, equipment leases, vendor su

Section 4.14 — Insurance Each Company Entity maintains, and has at all relevant times maintained, insurance coverage with reputable insurance companies in amounts and covering risks that are adequate and customary for companies engaged in the hospitality industry in the State of Florida, including commercial general liability, property and casualty, business interruption, workers' compensation, and umbrella or excess

Section 4.15 — Environmental Matters (a) Each Company Entity is, and since January 1, 2022 has been, in material compliance with all applicable Environmental Laws (as hereinafter defined). For purposes of this Agreement, "Environmental Laws" means all federal, state, and local laws, regulations, and ordinances relating to the protection of human health or the environment, including the Comprehensive Environmental Res

Section 4.16 — Employees and Benefits (a) Each Company Entity is in material compliance with all applicable employment laws, including the Fair Labor Standards Act, the Family and Medical Leave Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Occupational Safety and Health Act, and all analogous Florida statutes and regulations. (b) No Company Entity is a party to or bound by a

Section 4.17 — Intellectual Property (a) Each Company Entity owns or has the right to use all trademarks, trade names, service marks, domain names, logos, and other intellectual property rights that are material to the conduct of its business as presently conducted, including the trade names and marks "Meridian Shores," "Meridian Shores Resort & Spa," "Costa Luma," "Costa Luma Resort," "Azulia Beach Club," and all as

Section 4.18 — Brokers and Finders No broker, finder, investment banker, financial advisor, or other Person is entitled to any broker's, finder's, or similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Seller, PCG, or any Company Entity. Neither the Seller nor any Company Entity has entered into any agreement or arrangement w

Section 4.19 — Valuation (a) The Seller confirms that the Purchase Price of Forty Million Dollars ($40,000,000) reflects the aggregate fair market value of the Company Interests after application of the twenty percent (20%) Combined discount as determined and supported by the Qualified Appraisal prepared by Hargrove & Lindquist LLP, dated November 3, 2025. (b) The Pre-discount Fair Market Value of Fifty Million Dolla

ARTICLE V — REPRESENTATIONS AND WARRANTIES OF THE PURCHASER The Purchaser hereby represents and warrants to the Seller as of the date hereof and as of the Closing Date (except where a representation or warranty is expressly made as of a specific date, in which case such representation and warranty shall be made only as of such date) as follows:

Section 5.1 — Organization and Authority of Trustee (a) Cornerstone Fiduciary Services, Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Florida. Cornerstone holds FL Trust Company License No. FTC-2014-00287, issued by the Florida Office of Financial Regulation, which license is in full force and effect and has not been revoked, suspended, or made the subject

Section 5.2 — Trust Existence and Validity (a) The Salvatore A. Pellegrino 2025 Family Trust was duly established on November 10, 2025, under the laws of the State of Florida, pursuant to a Trust Agreement of even date between Salvatore A. Pellegrino, as Grantor, and Cornerstone Fiduciary Services, Inc., as Trustee. The Trust is irrevocable and is in full force and effect as of the date hereof. (b) The Trust is treat

Section 5.3 — Authority; Enforceability (a) The Trustee has full power and authority under the Trust Agreement, applicable Florida law (including the Florida Trust Code, Chapter 736, Florida Statutes), and Cornerstone's corporate governing documents to enter into this Agreement and each other Transaction Document to which the Purchaser is a party, to perform the Purchaser's obligations hereunder and thereunder, and t