Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Agreement" means this Pledge and Security Agreement, dated as of December 15, 2025, as it may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof. "Appraisal" means the qualified appraisal of the Purchased Interests prepared by Hargrove & Lind

Section 1.2 — Rules of Construction (a) Terms defined in the UCC and not otherwise defined herein shall have the meanings ascribed to them under the UCC. In the event of a conflict between the meaning of a term as defined herein and as defined under the UCC, the definition set forth herein shall control. (b) Unless the context otherwise requires, all references in this Agreement to articles, sections, subsections, sc

ARTICLE II GRANT OF SECURITY INTEREST

Section 2.1 — Pledge and Grant As collateral security for the prompt and complete payment, performance, and discharge of all Obligations, the Pledgor hereby pledges, assigns, hypothecates, transfers, sets over, and grants to the Secured Party a continuing first-priority security interest in, and a first lien upon, all of the Pledgor's right, title, and interest in, to, and under the following property, whether now ex

Section 2.2 — Secured Obligations The security interest granted herein secures the prompt and complete payment when due (whether at the stated maturity, by acceleration, or otherwise), performance, and discharge of all Obligations, including without limitation: (a) all principal in the amount of Forty Million Dollars ($40,000,000), and all interest thereon at the rate of 4.40% per annum (representing annual interest-

Section 2.3 — Priority The security interest granted herein is intended to be, and shall at all times constitute, a first-priority security interest in and lien upon the Collateral, subject to no prior liens, encumbrances, security interests, claims, charges, or restrictions of any kind, other than (a) restrictions on transfer set forth in the operating agreements of the Portfolio Entities, to the extent such restric

ARTICLE III REPRESENTATIONS AND WARRANTIES OF PLEDGOR The Pledgor hereby represents and warrants to the Secured Party as of the date hereof, and as of each date on which any payment is due under the Note, as follows:

Section 3.1 — Organization and Authority of Trustee Cornerstone Fiduciary Services, Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Florida. Cornerstone is duly licensed as a trust company by the State of Florida, Office of Financial Regulation, under Florida Trust Company License No. FTC-2014-00287, and such license is currently in full force and effect and

Section 3.2 — Due Authorization and Enforceability The execution, delivery, and performance by the Pledgor of this Agreement and each other document to which the Pledgor is a party in connection with the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Cornerstone, acting in its capacity as Trustee, and are in accordance with the terms, conditions, and provis

Section 3.3 — No Conflicts The execution, delivery, and performance by the Pledgor of this Agreement and the consummation of the transactions contemplated hereby do not and will not: (a) conflict with, violate, or result in a breach of any provision of the Trust Agreement or any amendment thereto; (b) conflict with, violate, or result in a breach of the articles of incorporation, bylaws, or other organizational docum

Section 3.4 — Title to Collateral The Pledgor is the sole record and beneficial owner of the Pledged Interests, free and clear of all liens, pledges, charges, encumbrances, security interests, options, rights of first refusal, preemptive rights, claims, and demands of any kind, other than (a) the security interest granted herein in favor of the Secured Party and (b) any restrictions on transfer set forth in the opera

Section 3.5 — Description of Pledged Interests Schedule A attached hereto and incorporated herein by reference accurately and completely sets forth a description of each of the Pledged Interests, including, with respect to each Portfolio Entity: (a) the name of such Portfolio Entity; (b) its employer identification number; (c) its jurisdiction of formation; (d) the percentage membership interest owned by the Pledgor;

Section 3.6 — Consents and Approvals All consents, approvals, authorizations, permits, licenses, and orders of any governmental authority, regulatory body, or other person or entity required for (a) the execution, delivery, and performance by the Pledgor of this Agreement, (b) the creation and perfection of the security interest granted herein, and (c) the pledge of the Pledged Interests (including any consents requi

Section 3.7 — No Prior Assignment The Pledgor has not previously assigned, pledged, hypothecated, encumbered, granted a security interest in, or otherwise transferred or disposed of any of the Collateral or any interest therein to any other person or entity. No financing statement, security agreement, or similar instrument covering any of the Collateral has been filed or is in effect in any jurisdiction with respect

Section 3.8 — Validity of Membership Interests Each of the Pledged Interests has been validly issued in compliance with the applicable operating agreement of the relevant Portfolio Entity and all applicable laws, is fully paid and non-assessable (to the extent such concept is applicable to membership interests in a limited liability company under Florida law), and represents the percentage membership interest describ

Section 3.9 — Location of Records All books, records, ledgers, correspondence, files, and other documentation of the Pledgor relating to the Collateral are maintained at the offices of Cornerstone Fiduciary Services, Inc., 200 West Forsyth Street, Suite 1500, Jacksonville, FL 32202. The Pledgor shall not change the location of such books and records without at least thirty (30) days' prior written notice to the Secur

Section 3.10 — No Litigation There is no action, suit, proceeding, investigation, arbitration, mediation, or other dispute before any court, tribunal, arbitrator, governmental body, regulatory authority, or other forum that is pending or, to the actual knowledge of the Pledgor (after due inquiry), threatened against or affecting the Pledgor, the Trust, or any Portfolio Entity that (a) could reasonably be expected to

ARTICLE IV COVENANTS OF PLEDGOR The Pledgor hereby covenants and agrees with the Secured Party as follows, which covenants shall remain in full force and effect until all Obligations have been indefeasibly paid and performed in full and this Agreement has been terminated:

Section 4.1 — Preservation of Collateral The Pledgor shall at all times take all actions reasonably necessary or advisable to maintain the Collateral in full force and effect, to preserve and protect the value of the Collateral, and to preserve and maintain the Secured Party's first-priority security interest therein. Without limiting the generality of the foregoing, the Pledgor shall not permit or suffer any deterio

Section 4.2 — Defense of Title The Pledgor shall defend the Collateral against all claims, demands, actions, and proceedings of all persons at any time claiming any interest in the Collateral or any part thereof adverse to the Secured Party. The Pledgor shall promptly notify the Secured Party of any such claim, demand, action, or proceeding and shall take all actions reasonably necessary to protect and preserve the S

Section 4.3 — No Transfer or Encumbrance The Pledgor shall not, without the prior written consent of the Secured Party (which consent may be withheld in the Secured Party's sole and absolute discretion): (a) sell, assign, transfer, convey, exchange, contribute, gift, or otherwise dispose of or part with possession of any of the Collateral or any interest therein, whether voluntarily or involuntarily, by operation of

Section 4.4 — Distributions and Cash Flow (a) Prior to an Event of Default. Prior to the occurrence of an Event of Default, the Pledgor shall be entitled to receive all Distributions from the Portfolio Entities in the ordinary course of business; provided, however, that the Pledgor shall apply such Distributions first to the timely payment of all amounts due and owing under the Note, including annual interest-only pa

Section 4.5 — Voting Rights (a) Prior to an Event of Default. Prior to the occurrence of an Event of Default, the Pledgor, acting through the Trustee in accordance with the Trust Agreement, shall be entitled to exercise all voting, consent, governance, approval, and other non-economic rights with respect to the Pledged Interests under the operating agreements of the Portfolio Entities and applicable law; provided, ho

Section 4.6 — Maintenance of Existence The Pledgor shall cause each Portfolio Entity to (a) maintain its existence in good standing as a limited liability company under the laws of the State of Florida, (b) maintain all licenses, permits, authorizations, and qualifications necessary for the conduct of its business, including all liquor licenses, hotel and hospitality licenses, food service permits, and certificates o

Section 4.7 — Compliance with Operating Agreements The Pledgor shall comply in all material respects with the terms, conditions, and provisions of the operating agreements of each of the Portfolio Entities, including, without limitation, the Amended and Restated Operating Agreement of Meridian Shores Hospitality LLC, the Operating Agreement of Costa Luma Resort Holdings LLC, and the Operating Agreement of Azulia Beac

Section 4.8 — Further Assurances The Pledgor shall, at its sole cost and expense, promptly execute, acknowledge, and deliver, or cause to be executed, acknowledged, and delivered, all such additional documents, instruments, agreements, certificates, financing statements, continuation statements, amendments, and other writings as the Secured Party may from time to time reasonably request in order to (a) effectuate the

Section 4.9 — Notification of Material Events The Pledgor shall promptly, and in any event within five (5) business days, notify the Secured Party in writing of the occurrence of any of the following: (a) any material change in the value, condition, or composition of the Collateral, including any disposition of material assets by any Portfolio Entity, any material capital expenditure, or any material change in the op

Section 4.10 — Insurance The Pledgor shall cause each Portfolio Entity to maintain, at its own expense, comprehensive insurance coverage on its properties, assets, and operations in amounts, with carriers, and on terms and conditions customary for businesses of similar size and nature in the hospitality industry in the State of Florida, including, without limitation: (a) property and casualty insurance (including win

Section 4.11 — Tax Obligations The Pledgor shall cause all federal, state, and local tax obligations of each Portfolio Entity and the Trust to be timely filed, reported, and paid or satisfied when due, including without limitation all income taxes, franchise taxes, employment taxes, sales and use taxes, tangible personal property taxes, real property taxes, and tourist development taxes. The Pledgor shall coordinate

ARTICLE V PERFECTION OF SECURITY INTEREST

Section 5.1 — UCC Financing Statements (a) The Pledgor hereby authorizes the Secured Party, without the necessity of any further action or consent by the Pledgor, to file or cause to be filed one or more UCC-1 financing statements, and any continuation statements, amendments, assignments, or other filings or recordings, with the Florida Secured Transaction Registry maintained by the Secretary of State of the State of

Section 5.2 — Control Agreements To the extent required or desirable for perfection of the security interest granted herein under Article 9 of the UCC as applied to membership interests in limited liability companies (which are generally classified as "general intangibles" under Florida law pursuant to Section 679.1021(42), Florida Statutes), the Pledgor shall promptly execute and deliver, or cause to be executed and

Section 5.3 — Notation on Books and Records The Pledgor shall promptly cause the pledge of the Pledged Interests and the security interest granted herein to be reflected and noted on the books, records, membership ledger, schedule of members, and any other applicable records of each Portfolio Entity. Such notation shall reference this Agreement and shall state that the Pledged Interests are subject to a first-priorit

Section 5.4 — Notices to Portfolio Entities (a) The Pledgor shall deliver, or cause to be delivered, written notice of the security interest granted herein to each Portfolio Entity, in the form reasonably acceptable to the Secured Party, within five (5) business days after the date hereof. (b) The Pledgor shall cause each Portfolio Entity to acknowledge receipt of such notice and to agree to comply with the provision

Section 6.1 — Events of Default Each of the following events or circumstances shall constitute an "Event of Default" under this Agreement: (a) Payment Default. The Pledgor shall fail to pay any amount of principal, interest, or other amount due and payable under the Note when due, including without limitation any annual interest-only payment of One Million Seven Hundred Sixty Thousand Dollars ($1,760,000) or the ball

Section 7.1 — Remedies Upon Default Upon the occurrence and during the continuance of an Event of Default, the Secured Party shall have, in addition to all other rights and remedies provided in this Agreement, the Note, or any other document executed in connection herewith, and all rights and remedies available at law or in equity (including under the Florida Revised Limited Liability Company Act and any other applic

Section 7.2 — Application of Proceeds All amounts received by the Secured Party in respect of the Collateral upon the exercise of any remedy following an Event of Default, including all Distributions, sale proceeds, and other amounts collected or recovered, shall be applied by the Secured Party in the following order of priority: (a) First, to the payment of all costs and expenses (including reasonable attorneys' fee

Section 7.3 — Cumulative Remedies All rights, powers, and remedies of the Secured Party under this Agreement, the Note, and applicable law are cumulative and not exclusive of one another, and may be exercised concurrently, successively, and in any order, at any time and from time to time. No delay, omission, or failure by the Secured Party to exercise any right, power, or remedy shall operate as a waiver thereof or o

Section 7.4 — Secured Party's Right to Bid At any public or private sale of the Collateral conducted pursuant to this Article VII, the Secured Party shall have the right to bid for and purchase all or any portion of the Collateral, free and clear of any right of redemption, equity of redemption, or other claim of the Pledgor, all of which are hereby waived and released to the fullest extent permitted by applicable la

Section 7.5 — Commercially Reasonable Disposition The Parties acknowledge and agree that the Pledged Interests represent membership interests in closely held Florida limited liability companies that are not publicly traded on any securities exchange or quotation system. The Parties further recognize that the private and illiquid nature of such interests, the restrictions on transfer set forth in the operating agreeme

ARTICLE VIII ADDITIONAL PROVISIONS REGARDING COLLATERAL

Section 8.1 — Pledgor Remains Liable Notwithstanding anything in this Agreement to the contrary, the Pledgor shall remain liable to perform all of the obligations of the holder of the Pledged Interests under the operating agreements of the Portfolio Entities and under any other contracts, agreements, instruments, or documents relating to the Collateral, to the extent set forth therein, and nothing contained in this A

Section 8.2 — Secured Party's Appointment as Attorney-in-Fact The Pledgor hereby irrevocably constitutes and appoints the Secured Party as the Pledgor's true and lawful attorney-in-fact, with full power of substitution and revocation, in the Pledgor's name, place, and stead, or in the Secured Party's own name, to take any and all actions and to execute, deliver, and file any and all documents, instruments, and agreem

Section 8.3 — No Assumption of Duties The grant of the security interest in the Collateral pursuant to this Agreement shall not impose upon the Secured Party any duty, obligation, or responsibility to manage, operate, or control any Portfolio Entity, to exercise any rights of a member or manager of any Portfolio Entity, or to take any action with respect to the Collateral, except upon the occurrence and during the co

ARTICLE IX RELEASE OF COLLATERAL

Section 9.1 — Release Upon Payment in Full Upon the indefeasible payment in full of all Obligations under the Note (including the balloon principal payment of Forty Million Dollars ($40,000,000) together with all accrued and unpaid interest thereon at the Maturity Date, and all other amounts owing by the Pledgor to the Secured Party hereunder), and the satisfaction and discharge of all other Obligations, the Secured

Section 9.2 — Partial Release The Secured Party may, in its sole and absolute discretion (but shall have no obligation to), agree to release any portion of the Collateral from the security interest granted herein upon receipt of a payment by the Pledgor reducing the outstanding principal balance of the Note by an amount not less than the fair market value of the Collateral to be released, as determined by a qualified