Contract analysis

Section 1.1 — Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Trust Agreement. (a) "Agreement" means this Seed Gift Assignment Agreement, including all exhibits and schedules attached hereto, as the same may be amended, modified, or supplemented from

Section 1.2 — Rules of Construction. Unless the context otherwise requires: (a) words importing the singular shall include the plural and vice versa; (b) words importing a gender shall include every gender; (c) the headings of Articles, Sections, and subsections are for convenience of reference only and shall not affect the interpretation of this Agreement; (d) references to "herein," "hereof," "hereunder," and simil

Section 2.1 — Irrevocable Gift. The Grantor hereby irrevocably and unconditionally assigns, transfers, conveys, sets over, and delivers to the Trustee, for the benefit of the Trust and its Beneficiaries, the sum of Two Million Dollars ($2,000,000) in cash (the "Seed Gift"), free and clear of all liens, security interests, pledges, encumbrances, claims, and restrictions of any kind or nature whatsoever. The Seed Gift

Section 2.2 — Irrevocability. The Grantor expressly acknowledges and agrees that the Seed Gift is irrevocable and that the Grantor shall have no right, power, or authority to revoke, alter, amend, modify, or terminate the gift or to direct, request, or compel the return of any portion of the Seed Gift or any income, appreciation, or proceeds therefrom. The Seed Gift, once transferred to and received by the Trustee, s

Section 2.3 — No Consideration. The Seed Gift is made gratuitously, without consideration of any kind, and is intended to constitute a bona fide gift within the meaning of Chapter 12 of the Code (federal gift tax) and a transfer by gift within the meaning of Section 2501 of the Code. No property, services, promises, obligations, or other consideration has been or will be provided by the Trust, the Trustee, or any Ben

ARTICLE III — METHOD OF TRANSFER AND WIRE INSTRUCTIONS

Section 3.1 — Funding of the Seed Gift. The Grantor shall fund the Seed Gift by wire transfer of immediately available funds in the amount of Two Million Dollars ($2,000,000) from the Grantor's personal account to the Trust Account maintained by the Trustee at the Depository Bank on or before the Effective Date. The Grantor shall be solely responsible for all costs, fees, and expenses associated with initiating and c

Section 3.2 — Wire Instructions. The Grantor shall direct the wire transfer of the Seed Gift to the Trust Account in accordance with the following wire transfer instructions: Bank Name: Prescott National Bank Bank Address: 401 East Las Olas Boulevard, Fort Lauderdale, Florida 33301 ABA Routing Number: ____ Account Name: Cornerstone Fiduciary Services, Inc., as Trustee of The Salvatore A. Pellegrino 2025 Family Trust

Section 3.3 — Confirmation of Receipt. The Trustee shall promptly confirm receipt of the wire transfer of the Seed Gift in writing (which confirmation may be delivered by electronic mail) to the following persons: (a) The Grantor, at the address set forth in Section 8.6; (b) Calderwood & Harkness LLP, 701 Brickell Avenue, Suite 3100, Miami, Florida 33131, Attention: Rafael Dominguez; and (c) Baxter Whitfield CPA Grou

ARTICLE IV — GIFT-TAX REPRESENTATIONS AND COVENANTS

Section 4.1 — Grantor's Representations Regarding Exemption. The Grantor represents and warrants to the Trustee that, as of the date of this Agreement: (a) The 2025 federal applicable exclusion amount under Section 2010(c) of the Code is Thirteen Million Nine Hundred Ninety Thousand Dollars ($13,990,000); (b) The Grantor has previously utilized Six Million One Hundred Forty Thousand Dollars ($6,140,000) of his applic

Section 4.2 — Form 709 Filing Covenant. The Grantor covenants and agrees that he will timely file, or cause to be filed on his behalf, a United States Gift (and Generation-Skipping Transfer) Tax Return (IRS Form 709) for the 2025 calendar year, due on or before April 15, 2026 (as such date may be extended pursuant to applicable law or regulation), reporting the Seed Gift as a completed gift and electing to apply his

Section 4.3 — GST Tax Allocation. The Grantor intends to allocate a portion of his generation-skipping transfer ("GST") tax exemption under Section 2631 of the Code to the Seed Gift as reported on the Grantor's 2025 IRS Form 709, to the extent necessary and advisable to achieve an inclusion ratio of zero (0) for the Trust, in consultation with his tax advisors at Baxter Whitfield CPA Group, P.A. and Calderwood & Hark

Section 4.4 — No Gift Tax Payable. The Parties acknowledge and agree that, based on the Grantor's representations set forth in Section 4.1 regarding his remaining applicable exclusion amount, no federal gift tax is expected to be due or payable as a result of the Seed Gift. The Grantor shall be solely responsible for the payment of any gift tax, interest, or penalties that may arise in connection with the Seed Gift,

ARTICLE V — REPRESENTATIONS AND WARRANTIES

Section 5.1 — Representations and Warranties of the Grantor. The Grantor hereby represents and warrants to the Trustee as follows, each of which representations and warranties is true and correct as of the Effective Date: (a) Citizenship and Domicile. The Grantor is a citizen and resident of the United States of America, domiciled in the State of Florida, County of Miami-Dade. (b) Legal Capacity. The Grantor is of le

Section 5.2 — Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Grantor as follows, each of which representations and warranties is true and correct as of the Effective Date: (a) Organization and Good Standing. Cornerstone Fiduciary Services, Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Florida, and holds Flo

ARTICLE VI — TRUST ACCOUNT ADMINISTRATION

Section 6.1 — Deposit and Investment. Upon receipt of the Seed Gift, the Trustee shall promptly deposit the full amount of the Seed Gift into the Trust Account at the Depository Bank. Thereafter, the Trustee shall hold, invest, manage, and reinvest the Seed Gift and any income earned thereon in accordance with the investment provisions of the Trust Agreement and the Trustee's duties and responsibilities under applica

Section 6.2 — Segregation. The Seed Gift and all Trust assets shall at all times be held separate and apart from the Trustee's own assets, the assets of Cornerstone Fiduciary Services, Inc. in any other capacity, and the assets of any other trust, estate, or fiduciary account administered by the Trustee. The Trustee shall maintain separate books and records for the Trust and shall not commingle Trust assets with any

Section 6.3 — Anticipated Use. The Parties acknowledge that the Seed Gift is intended to provide the Trust with independent economic substance and an equity contribution in connection with the Trust's planned acquisition of membership interests in the following entities: (a) Meridian Shores Hospitality LLC, a Florida limited liability company, EIN 59-4021867; (b) Costa Luma Resort Holdings LLC, a Florida limited liab

Section 7.1 — Grantor Trust Status. The Parties acknowledge that the Trust is intended to be treated as a "grantor trust" for federal income-tax purposes under Sections 671 through 679 of the Code. The grantor trust status of the Trust is triggered by the provisions of Section 675(4)(C) of the Code, specifically the Grantor's retained power, exercisable in a nonfiduciary capacity without the consent of any person act

Section 7.2 — Trust Tax Identification Number. An application for a federal tax identification number (Employer Identification Number) for the Trust has been submitted to the Internal Revenue Service on IRS Form SS-4 and is pending as of the Effective Date. Until such EIN is obtained and communicated to the Depository Bank and other relevant parties, the Trust's tax items shall be reported under the Grantor's Social

ARTICLE VIII — MISCELLANEOUS PROVISIONS

Section 8.1 — Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Florida, without giving effect to any principles of conflicts of law that would require the application of the laws of any other jurisdiction. Any dispute arising out of or relating to this Agreement shall be resolved exclusively in the state or federal courts sitting in Miami-Dade Count

Section 8.2 — Entire Agreement. This Agreement, together with the Trust Agreement and the Exhibits attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof, specifically the Seed Gift and the assignment thereof, and supersedes all prior and contemporaneous discussions, negotiations, representations, warranties, understandings, and agreements, whether written or o

Section 8.3 — Amendment. This Agreement may not be amended, modified, supplemented, or otherwise altered except by a written instrument duly executed by both the Grantor and the Trustee. No oral modification or waiver shall be effective for any purpose.

Section 8.4 — Severability. If any provision of this Agreement, or the application thereof to any person, entity, or circumstance, is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, the remaining provisions of this Agreement shall continue in full force and effect, and the invalid, illegal, or unenforceable provision shall be modified to the minimum extent necessary

Section 8.5 — Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by electronic mail (including portable document format (.pdf) transmission), facsimile, or other electronic means shall be effective as deliver

Section 8.6 — Notices. All notices, requests, demands, consents, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if: (a) delivered personally; (b) sent by registered or certified mail, return receipt requested, postage prepaid; (c) sent by nationally recognized overnight courier service; or (d) transmitted by electronic ma

Section 8.7 — Waiver. No waiver by either Party of any provision of this Agreement, or of any breach or default hereunder, shall be effective unless such waiver is in writing and signed by the waiving Party. No waiver shall be deemed to be or shall constitute a waiver of any other provision or any subsequent breach or default of the same or any other provision of this Agreement. The failure of either Party to exercis

Section 8.8 — Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors, assigns, heirs, executors, administrators, personal representatives, and legal representatives. The Trustee's obligations hereunder shall be binding upon any successor trustee appointed pursuant to the terms of the Trust Agreement.

Section 8.9 — Further Assurances. Each Party agrees to execute and deliver, or cause to be executed and delivered, such additional documents, instruments, conveyances, and assurances, and to take such further actions and steps, as may be reasonably necessary or desirable to carry out the provisions of this Agreement and to effectuate the purposes and intent of the Seed Gift, including without limitation any documents

1. The Grantor should reference this Exhibit A when initiating the wire transfer and should ensure that the reference/memo field contains the notation "Seed Gift — Pellegrino 2025 IDGT — November 10, 2025" to facilitate proper identification and allocation of the incoming funds.

2. The Grantor or his representative should contact Thomas J. Andersen at the Depository Bank prior to initiating the wire to confirm that the Trust Account is active and ready to receive the incoming funds.

3. Upon completion of the wire transfer, the Grantor should forward the wire confirmation receipt or FEDWIRE reference number to the Trustee (Attention: Helena R. Matsuda) and to Calderwood & Harkness LLP (Attention: Rafael Dominguez) by electronic mail to facilitate timely confirmation of receipt.

4. The ABA/Routing Number, SWIFT Code, and Account Number fields shall be completed by the Trustee and communicated to the Grantor and Calderwood & Harkness LLP prior to the Effective Date. This Exhibit A shall be deemed amended to incorporate such information upon its communication in writing by the Trustee, without the need for a formal amendment to this Agreement. EXHIBIT B FORM OF TRUSTEE'S WRITTEN CONFIRMATION O