Contract analysis

ARTICLE I — DEFINITIONS As used in this Note, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Purchase Agreement or the Pledge and Security Agreement, as the context may require. "Applicable Rate" means a rate of four and forty-hundredths percent (4.40%) per annum, which is equal to or greater than the

ARTICLE II — PRINCIPAL The principal amount of this Note is Forty Million and 00/100 Dollars ($40,000,000.00). The entire outstanding principal balance, together with all accrued and unpaid interest thereon and all other amounts payable under this Note, shall be due and payable in full on the Maturity Date as a single balloon payment. There shall be no scheduled amortization of principal during the term of this Note.

Section 3.1 — Interest Rate. Interest shall accrue on the outstanding principal balance of this Note at the Applicable Rate of four and forty-hundredths percent (4.40%) per annum, compounded annually. The parties acknowledge and agree that the Applicable Rate equals or exceeds the mid-term applicable federal rate for September 2025 for annual compounding as published by the Internal Revenue Service pursuant to IRC §

Section 3.2 — Calculation Method. Interest shall be calculated on the basis of a three hundred sixty-five (365)-day year (or a three hundred sixty-six (366)-day year in the case of a leap year) for the actual number of days elapsed during the applicable interest accrual period. Interest shall commence accruing on the date of this Note and shall continue to accrue until the entire principal balance and all accrued and

Section 3.3 — Annual Interest Payments. Accrued interest shall be payable annually in arrears on each anniversary of the date of this Note (that is, on December 15 of each year), commencing on December 15, 2026, and continuing on each December 15 thereafter through and including the Maturity Date. Assuming no prepayment of principal, each annual interest payment shall be in the amount of One Million Seven Hundred Six

Section 3.4 — Interest on Overdue Amounts. Any amount of principal or interest that is not paid when due (whether at the stated due date, upon acceleration, or otherwise) shall bear interest at the Default Rate (i.e., the Applicable Rate plus two percent (2.00%) per annum, which as of the date hereof equals six and forty-hundredths percent (6.40%) per annum) from the date such amount was due until such amount, togeth

Section 4.1 — Payment Schedule Summary. Payments under this Note shall be made as follows: (a) Interest Payments. Interest-only payments in the amount of One Million Seven Hundred Sixty Thousand and 00/100 Dollars ($1,760,000.00) shall be due and payable annually on each December 15, commencing December 15, 2026, and continuing on each December 15 thereafter through and including December 15, 2034. (b) Balloon Paymen

Section 4.2 — Method of Payment. All payments of principal, interest, and other amounts due under this Note shall be made in lawful money of the United States of America by wire transfer of immediately available funds to the following account designated by the Payee, or to such other account as the Payee may designate in writing from time to time upon not less than five (5) Business Days' prior written notice to the

Section 4.3 — Application of Payments. Unless otherwise agreed in writing by the Payee, all payments received by the Payee from or on behalf of the Maker shall be applied in the following order of priority: (a) first, to any costs, expenses, fees, and indemnification obligations then due and payable to the Payee under this Note or the Pledge and Security Agreement; (b) second, to accrued and unpaid interest (includin

Section 4.4 — Business Day Convention. If any scheduled payment date (including the Maturity Date) falls on a day that is not a Business Day, such payment shall be due and payable on the next succeeding Business Day, and interest shall continue to accrue on the outstanding principal balance (and, if applicable, on any overdue amounts) through and including the actual date of payment. No adjustment to the amount of in

Section 5.1 — Voluntary Prepayment. The Maker may prepay the outstanding principal of this Note, in whole or in part, at any time and from time to time, without penalty, premium, or prepayment charge of any kind, upon not less than five (5) Business Days' prior written notice to the Payee specifying the proposed date of prepayment and the amount of principal to be prepaid. Each such notice shall be irrevocable once d

Section 5.2 — Application of Prepayments. Any prepayment of principal (whether in whole or in part) shall be accompanied by all accrued and unpaid interest on the principal amount being prepaid through and including the date of prepayment. Any partial prepayment shall be applied first to accrued and unpaid interest on the principal amount being prepaid and then to outstanding principal. No partial prepayment of princ

Section 5.3 — No Re-borrowing. This Note evidences a term loan and not a revolving credit facility. Any amounts of principal prepaid by the Maker may not be re-borrowed, and the aggregate principal amount of this Note shall be permanently reduced by the amount of each such prepayment.

Section 6.1 — Pledge and Security Agreement. This Note is secured by the Pledge and Security Agreement, pursuant to which the Maker (as Pledgor) has granted to the Payee (as Secured Party) a first-priority security interest in and lien upon the following property and assets of the Trust (collectively, the "Collateral"): (a) All membership interests in the Hospitality Entities held by or on behalf of the Trust, consis

Section 6.2 — Further Assurances. The Maker shall execute and deliver, or cause to be executed and delivered, all UCC-1 financing statements, UCC-3 amendments, continuation statements, and other instruments, agreements, certificates, and documents as the Payee may reasonably request from time to time in order to create, perfect, maintain, preserve, and protect the first-priority security interest granted to the Payee

Section 6.3 — No Impairment of Collateral. The Maker shall not sell, assign, transfer, convey, pledge, hypothecate, encumber, or otherwise dispose of any of the Collateral, or permit any lien, charge, or encumbrance to attach to any of the Collateral, except as expressly permitted under the Pledge and Security Agreement and in each case subject to and subordinate to the first-priority lien and security interest of th

ARTICLE VII — EVENTS OF DEFAULT

Section 7.1 — Events of Default. Each of the following shall constitute an "Event of Default" under this Note: (a) Payment Default. The Maker fails to pay any installment of interest or principal, or any other amount due under this Note, when and as the same becomes due and payable (whether at a scheduled payment date, upon acceleration, upon the Maturity Date, or otherwise), and such failure continues unremedied for

ARTICLE VIII — REMEDIES UPON DEFAULT

Section 8.1 — Acceleration. Upon the occurrence and during the continuance of any Event of Default, the Payee may, at the Payee's option, by written notice to the Maker, declare the entire unpaid principal balance of this Note, together with all accrued and unpaid interest (including default interest) and all other amounts payable hereunder, to be immediately due and payable in full, without presentment, demand, prot

Section 8.2 — Remedies Under Pledge and Security Agreement. Upon acceleration of the obligations under this Note (whether by declaration of the Payee or automatically as provided in Section 8.1), the Payee shall be entitled to exercise all rights and remedies available to the Payee under the Pledge and Security Agreement, including without limitation the right to foreclose on and dispose of the Collateral in accordan

Section 8.3 — Cumulative Remedies. The rights and remedies of the Payee under this Note, the Pledge and Security Agreement, and any other instrument or agreement executed in connection herewith are cumulative and not exclusive of any other rights or remedies that may be available to the Payee at law, in equity, or otherwise. The exercise of any one right or remedy shall not preclude the exercise of any other right or

Section 8.4 — No Waiver. No failure or delay by the Payee in exercising any right, power, or remedy under this Note or the Pledge and Security Agreement, and no course of dealing between the Maker and the Payee, shall operate as a waiver of any such right, power, or remedy. No single or partial exercise of any right, power, or remedy shall preclude any other or further exercise thereof or the exercise of any other ri

ARTICLE IX — REPRESENTATIONS AND WARRANTIES OF MAKER The Maker hereby represents and warrants to the Payee as of the date hereof as follows:

Section 9.1 — Organization and Standing. The Maker is a corporation duly organized, validly existing, and in good standing under the laws of the State of Florida. The Maker is duly authorized, qualified, and licensed to serve as a trustee under the laws of the State of Florida, holding Florida Trust Company License No. FTC-2014-00287 issued by the Florida Office of Financial Regulation, and such license is in full fo

Section 9.2 — Valid Trust. The Trust has been duly established pursuant to the Trust Agreement dated November 10, 2025, and is a valid, subsisting irrevocable trust under the laws of the State of Florida. The Trust has not been revoked, terminated, amended (other than as contemplated by the Purchase Agreement), or declared void, and no action or proceeding is pending or, to the Maker's knowledge, threatened seeking t

Section 9.3 — Authorization. The execution, delivery, and performance of this Note and the Pledge and Security Agreement have been duly authorized by all necessary action on the part of the Maker, acting in its capacity as Trustee of the Trust, including any approvals required under the Trust Agreement, the Maker's articles of incorporation, bylaws, or other governing documents, and applicable law. The transactions c

Section 9.4 — Enforceability. This Note constitutes the legal, valid, and binding obligation of the Maker, solely in its capacity as Trustee of the Trust, enforceable against the Maker (in such capacity) in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors' rights generally and by

Section 9.5 — No Conflicts. Neither the execution and delivery of this Note nor the performance by the Maker of its obligations hereunder will (a) violate or conflict with the Trust Agreement, the Maker's articles of incorporation, bylaws, or other governing documents; (b) violate any law, statute, regulation, rule, order, judgment, decree, or injunction applicable to the Maker or the Trust; or (c) result in a breach

ARTICLE X — COVENANTS OF MAKER The Maker hereby covenants and agrees with the Payee as follows, and such covenants shall remain in effect so long as any amount of principal, interest, or other obligation remains outstanding under this Note:

Section 10.1 — Maintenance of Trust. The Maker shall maintain the Trust in good standing and in full force and effect in accordance with the Trust Agreement and applicable law. The Maker shall not take or permit any action that would cause the Trust to be revoked, terminated, merged with any other trust, or otherwise dissolved or rendered invalid. The Maker shall continue to administer the Trust in accordance with it

Section 10.2 — Preservation of Collateral. The Maker shall preserve, protect, and maintain the Collateral and the Trust's ownership interest therein. The Maker shall not permit any lien, encumbrance, security interest, charge, or other claim (other than the security interest of the Payee created pursuant to the Pledge and Security Agreement and Permitted Liens, if any) to attach to or be asserted against any of the C

Section 10.3 — Financial Information. The Maker shall provide to the Payee, within ninety (90) days after the end of each calendar year, the following financial information: (a) Annual financial statements of the Trust, including a statement of assets and liabilities, a statement of income and distributions, and a statement of changes in trust corpus, prepared in accordance with generally accepted accounting principl

Section 10.4 — Notice of Default. The Maker shall promptly, and in any event within five (5) Business Days after becoming aware thereof, notify the Payee in writing upon becoming aware of (a) any Event of Default, (b) any event or circumstance that with the giving of notice, the passage of time, or both, would constitute an Event of Default, or (c) any litigation, arbitration, or governmental proceeding that is pendi

Section 10.5 — Compliance with Laws. The Maker shall comply, and shall cause the Trust and the Hospitality Entities to comply, with all applicable federal, state, and local laws, rules, regulations, ordinances, codes, orders, and requirements, including without limitation all applicable tax laws and filing requirements, to the extent that failure to so comply could reasonably be expected to have a material adverse ef

Section 10.6 — Distribution Minimums. The Maker shall use commercially reasonable efforts to cause the Hospitality Entities to distribute to the Trust, on a timely basis, cash amounts sufficient to satisfy the payment obligations of the Maker under this Note, including all scheduled interest payments and the balloon payment due on the Maturity Date. The parties acknowledge that, as of the date hereof, the estimated a

Section 10.7 — Tax Identification Number. The Maker shall promptly obtain a federal employer identification number for the Trust from the Internal Revenue Service and shall furnish such number to the Payee in writing promptly upon receipt. As of the date hereof, an application for a federal employer identification number for the Trust has been submitted to the Internal Revenue Service and is currently pending. The Ma

ARTICLE XI — GRANTOR TRUST ACKNOWLEDGMENT

Section 11.1 — Grantor Trust Status. The Payee and the Maker acknowledge and agree that, as of the date of this Note, the Trust is treated as a "grantor trust" with respect to the Payee (as the Grantor of the Trust) for federal income-tax purposes under Sections 671 through 679 of the Internal Revenue Code of 1986, as amended. Specifically, the Trust is treated as a grantor trust because the Grantor has retained the

Section 11.2 — Tax Consequences. As a consequence of the Trust's status as a grantor trust with respect to the Payee, the parties acknowledge that, for federal income-tax purposes: (a) the sale of the membership interests by the Payee (through PCG) to the Trust pursuant to the Purchase Agreement is not a taxable event and does not give rise to any gain or loss for federal income-tax purposes; (b) the payment of inter

Section 11.3 — Notice of Change in Status. The Maker shall provide prompt written notice to the Payee (and in any event within five (5) Business Days) if the Maker becomes aware of any event, circumstance, or change in law that would or could reasonably be expected to cause the Trust to cease to be treated as a grantor trust with respect to the Payee for federal income-tax purposes, including without limitation (a) t

Section 11.4 — No Effect on Payment Obligations. Nothing in this Article XI shall alter, diminish, delay, or excuse the Maker's obligation to make all payments of principal, interest, and other amounts required under this Note when and as due. The Maker's payment obligations under this Note are absolute and unconditional, regardless of the tax treatment of the Trust or any change therein, and shall not be subject to

ARTICLE XII — LIMITATION OF TRUSTEE LIABILITY

Section 12.1 — Trustee Capacity. The Maker is executing and delivering this Note, and is undertaking all obligations hereunder, solely in its capacity as Trustee of the Trust, and not in its individual or corporate capacity. The Maker shall have no personal liability whatsoever, whether as a corporation or otherwise, for the payment of any principal, interest, or other amounts due under this Note or for the performan

Section 12.2 — Recourse Limited to Trust Assets. The Payee's sole recourse for payment of any amounts due under this Note shall be limited to the assets of the Trust, including but not limited to the Collateral. The Payee shall have no right to proceed against, and hereby waives and releases any claim against, the individual or corporate assets of the Maker (including but not limited to the Maker's own capital, surpl

Section 12.3 — Successor Trustee. In the event of the resignation, removal, death, incapacity, or other cessation of service of the Maker as Trustee of the Trust, the successor trustee duly appointed and qualified under the Trust Agreement shall automatically assume all rights and obligations of the Maker under this Note, and references herein to the "Maker" shall thereafter be deemed to refer to such successor trust

ARTICLE XIII — MISCELLANEOUS PROVISIONS

Section 13.1 — Governing Law. This Note shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Florida, without regard to any conflicts-of-law principles that would result in the application of the laws of any other jurisdiction. The parties acknowledge and agree that the State of Florida has a substantial relationship to the parties and the transactions contemplated he

Section 13.2 — Jurisdiction and Venue. The Maker irrevocably and unconditionally submits to the exclusive jurisdiction of the Circuit Court of the Eleventh Judicial Circuit in and for Miami-Dade County, Florida, and the United States District Court for the Southern District of Florida, Miami Division, for any action, suit, or proceeding arising out of or relating to this Note, the Pledge and Security Agreement, or an

Section 13.3 — Waiver of Jury Trial. EACH OF THE MAKER AND THE PAYEE HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE, THE PLEDGE AND SECURITY AGREEMENT, OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY. EA

Section 13.4 — Notices. All notices, requests, demands, consents, and other communications required or permitted under this Note shall be in writing and shall be deemed to have been duly given: (a) when delivered personally (with written confirmation of receipt); (b) one (1) Business Day after deposit with a nationally recognized overnight courier service (with written confirmation of receipt), charges prepaid; or (c

Section 13.5 — Successors and Assigns. This Note shall be binding upon the Maker and its successors, assigns, and any successor trustee of the Trust, and shall inure to the benefit of the Payee and the Payee's heirs, executors, administrators, personal representatives, successors, and assigns. The Maker may not assign, delegate, or transfer any of its obligations under this Note without the prior written consent of t

Section 13.6 — Amendments and Waivers. This Note may not be amended, modified, supplemented, or waived except by an instrument in writing signed by the Maker and the Payee. No course of dealing between the parties, no course of performance, and no trade usage or industry practice shall operate as an amendment or waiver of any provision of this Note.

Section 13.7 — Severability. If any provision of this Note is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Note, and this Note shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein, so long as the economic and legal sub

Section 13.8 — Entire Agreement. This Note, together with the Purchase Agreement, the Pledge and Security Agreement, and the Trust Agreement, and all exhibits and schedules thereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, representations, and warranties, whether written or oral

Section 13.9 — Usury Savings Clause. Notwithstanding anything to the contrary contained in this Note, in no event shall the rate of interest charged or collected hereunder exceed the maximum rate of interest permitted by applicable law (the "Maximum Rate"). If any payment of interest hereunder would cause the interest rate to exceed the Maximum Rate, then such payment shall automatically be reduced to the amount that