1027-00003 · Calderwood & Harkness LLP · Engagement

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MEMORANDUM

CONFIDENTIAL — ATTORNEY WORK PRODUCT

To: Francesca Morano, Partner, Litigation (General), Miami Office

From: Samuel Eklund, Partner, Litigation (General), Miami Office; assisted by Simone Laroche, Associate, and Jeffrey Park, Associate

Date: March 21, 2023

Re: New Matter Conflict Check — Pellegrino Capital Group LLC (Proposed Representation in Buyout-Valuation Dispute with Meridian Shores Hospitality LLC, JAMS Arbitration)

Matter No.: 1027-00003 (proposed)

I. Purpose

This memorandum documents the results of the conflicts clearance check conducted on March 20–21, 2023, in connection with the proposed engagement of Pellegrino Capital Group LLC ("PCG") as a new client of Calderwood & Harkness LLP ("C&H" or the "Firm"). The purpose of this memorandum is to confirm that the Firm has undertaken a thorough and comprehensive review of all potential conflicts of interest that could arise from the proposed representation and to memorialize the findings and conclusions of that review for the permanent matter file.

The proposed engagement concerns the defense of PCG in a partnership buyout-valuation dispute initiated by Meridian Shores Hospitality LLC ("MSH") via a Demand for Arbitration filed with JAMS on March 20, 2023 (JAMS Ref. No. 1440032871). The arbitration is to be seated in Jacksonville, Florida, in accordance with the dispute resolution provisions contained in the governing operating agreement.

The underlying dispute arises from PCG's exercise of a contractual call option under Section 12.4 of the Amended and Restated Operating Agreement of Palmetto Grand Ventures LLC ("PGV"), dated June 15, 2017 (the "Operating Agreement" or "OA"), to purchase MSH's 35% membership interest in PGV. PCG exercised the call option on January 15, 2023, and tendered a purchase price of $41.3 million to MSH based upon an independent appraisal of PGV's assets performed by Whitfield Realty Advisors LLC. MSH alleges that the call-option valuation conducted by PCG's appraiser materially understated the Fair Market Value of PGV's assets and that the call option was exercised in bad faith. MSH rejected PCG's tender of $41.3 million on March 10, 2023, and demands approximately $70.0 million, representing MSH's 35% share of a $200.0 million total enterprise value as determined by MSH's own appraiser, Beacon Valuation Group Inc. The difference between the parties' respective valuations — approximately $28.7 million on a per-interest basis — constitutes the core of the dispute.

This conflict check was performed in accordance with Calderwood & Harkness's Internal Conflicts Clearance Policies and Procedures Manual (revised January 2023), the Florida Rules of Professional Conduct — specifically Rule 4-1.7 (Conflict of Interest; Current Clients) and Rule 4-1.9 (Duties to Former Clients) — and applicable guidance from the Florida Bar Ethics Hotline and ABA Formal Ethics Opinions concerning the identification and resolution of conflicts in commercial arbitration matters involving multi-party joint ventures.

The conflicts clearance process involved searches of the Firm's IntegriCheck conflicts database, review of lateral-hire disclosure files for each member of the proposed engagement team, and supplemental manual searches as described more fully in Section V below and in the Appendix to this memorandum.

II. Proposed Client Identification

The following information was gathered from publicly available records, PCG's counsel intake questionnaire (submitted March 19, 2023), and the Florida Division of Corporations Sunbiz database. All data points were entered into the IntegriCheck system as search parameters.

Full Legal Name: Pellegrino Capital Group LLC

Entity Type: Florida limited liability company (family office)

EIN: 83-2147605

Headquarters: 1900 Bayshore Boulevard, Suite 1400, Tampa, FL 33606

Registered Agent: CT Agents of Florida LLC, 1201 Hays Street, Tallahassee, FL 32301

Managing Member: Dominic R. Pellegrino

Other Key Personnel Checked:

• Adriana Pellegrino-Voss, Senior Vice President of Investments (daughter of Dominic R. Pellegrino)

• Marcus Thiel, Chief Financial Officer

Assets Under Management: Approximately $1.2 billion across hospitality, multifamily residential, and alternative-asset investment strategies. PCG operates as a single-family office managing the investment portfolio of the Pellegrino family and select co-investment vehicles.

Relationship to Joint-Venture Entity: PCG holds a 65% membership interest in Palmetto Grand Ventures LLC and serves as sole Manager of PGV pursuant to Section 5.1 of the Operating Agreement. In its capacity as Manager, PCG exercises day-to-day management authority over PGV's operations, including with respect to the operation of The Palmetto Grand Resort & Spa, PGV's primary asset.

PCG has not previously been a client of Calderwood & Harkness LLP. No prior matters — whether open or closed — were identified involving PCG, Dominic R. Pellegrino, Adriana Pellegrino-Voss, or Marcus Thiel.

III. Adverse and Interested Parties Checked

The following parties were identified as adverse parties, interested parties, potential witnesses, or entities whose interests may be affected by the proposed representation. Each party was searched against the Firm's IntegriCheck conflicts database, supplemented by manual review of partner and associate lateral-hire disclosure files and, where applicable, review of matter intake files for potentially related engagements.

A. Meridian Shores Hospitality LLC (Opposing Party / Claimant)

Full Legal Name: Meridian Shores Hospitality LLC

Entity Type: Delaware limited liability company

EIN: 84-3298174

Principal Office: 220 Royal Palm Way, Suite 300, Palm Beach, FL 33480

Principals:

• Nathaniel "Nate" Cordero, Managing Member

• Elena Cordero, Member (40% owner of MSH); spouse of Nathaniel Cordero

MSH is the claimant in the JAMS arbitration and the party directly adverse to our proposed client. MSH holds the 35% minority membership interest in PGV that is the subject of the call-option dispute. Nathaniel Cordero is the individual primarily responsible for the management of MSH and was the principal signatory on the Operating Agreement on behalf of MSH. Elena Cordero holds a 40% ownership interest in MSH and may have knowledge of relevant facts pertaining to the dispute.

Search Result: No current or former representation of MSH, Nathaniel Cordero, or Elena Cordero was identified in the Firm's conflicts database. No adverse matters involving MSH were found. No lateral-hire disclosures referenced MSH or the Cordero family. CLEARED.

B. Palmetto Grand Ventures LLC (Joint-Venture Entity)

Full Legal Name: Palmetto Grand Ventures LLC

Entity Type: Florida limited liability company

EIN: 82-5063921

Florida Filing No.: L17000124583

Formation Date: June 15, 2017

Registered Office: 1900 Bayshore Boulevard, Suite 1400, Tampa, FL 33606

Ownership: PCG 65% / MSH 35%

PGV is the joint-venture entity at the center of the underlying dispute. PCG serves as PGV's sole Manager and controls PGV's day-to-day operations. It is important to note that the Firm's proposed representation is of PCG in its individual capacity — not of PGV as a separate legal entity. While the interests of PCG and PGV may overlap in certain respects (particularly given PCG's role as Manager), PGV and PCG are distinct legal entities. MSH holds a 35% minority interest in PGV, and accordingly, representation of PCG may implicate PGV's interests to some extent. However, PCG and PGV are not adversaries in the contemplated arbitration. MSH's claims are asserted against PCG directly, not against PGV.

To the extent that the Firm is later asked to take any action on behalf of PGV (for example, in connection with facilitating a membership interest transfer or lender consent process), a separate conflict analysis and engagement letter would be required. For purposes of this memorandum, PGV has been checked solely as an interested entity.

Search Result: No current or prior representation of Palmetto Grand Ventures LLC was identified in the Firm's conflicts database. No adverse matters involving PGV were found. CLEARED.

C. The Palmetto Grand Resort & Spa (Hotel Property)

Property Address: 650 Mandalay Avenue, Clearwater Beach, FL 33767

Property Type: 312-room full-service luxury beach resort, including 42,000 square feet of meeting and event space, a 15,000-square-foot spa facility, three restaurants, and related amenities. The property is situated on approximately 8.2 acres of beachfront land.

The Palmetto Grand Resort & Spa is a real property asset held by PGV; it is not a separate legal entity. The property was acquired by PGV on August 1, 2017, at a purchase price of $87.5 million. PGV subsequently undertook a comprehensive renovation of the property during 2017–2019, investing approximately $24.3 million in capital improvements. The property's valuation is the central factual and economic issue in the arbitration.

The Firm conducted a supplemental search to determine whether it had any prior involvement in transactions relating to the property, including the original acquisition, the renovation financing, any prior sale or refinancing, or any zoning, permitting, or environmental matters involving the property.

Search Result: No prior firm involvement with the property was identified. No C&H attorney has represented any party in any transaction involving 650 Mandalay Avenue, Clearwater Beach, FL 33767. CLEARED.

D. Hargrove, Dunlap & Castillo LLP (Opposing Counsel)

Full Legal Name: Hargrove, Dunlap & Castillo LLP

Offices: Miami, FL and New York, NY

Miami Office Address: 1395 Brickell Avenue, Suite 3100, Miami, FL 33131

Lead Partner: Victoria Castillo, Partner, Commercial Litigation

Associate: Ryan Matsuda, Senior Associate

Hargrove, Dunlap & Castillo LLP ("HD&C") represents MSH in the arbitration and is identified as opposing counsel. The Firm's conflicts policies require that opposing counsel firms and individual opposing attorneys be checked against the IntegriCheck database to identify: (i) any current co-counsel arrangements in which C&H and HD&C are on the same side of a matter; (ii) any current adverse relationships between C&H and HD&C or its individual attorneys; (iii) any prior or current matters in which HD&C attorneys appear as clients, adverse parties, or witnesses; and (iv) any lateral-hire connections (i.e., former HD&C attorneys now at C&H, or vice versa).

Search Result: No current co-counsel arrangements or adverse relationships between Calderwood & Harkness and Hargrove, Dunlap & Castillo were identified. Victoria Castillo and Ryan Matsuda were not found in the Firm's database as current or former clients, adverse parties, or witnesses in any matter. No C&H attorney currently on the Firm's roster was previously employed by HD&C, and no known HD&C attorney is a former C&H attorney. CLEARED.

E. Whitfield Realty Advisors LLC (PCG's Appraiser)

Full Legal Name: Whitfield Realty Advisors LLC

Office: 500 East Broward Boulevard, Suite 900, Fort Lauderdale, FL 33394

Lead Appraiser: Gerald K. Whitfield, MAI

PCG retained Whitfield Realty Advisors LLC ("Whitfield") to conduct the appraisal underpinning the call-option exercise. Whitfield prepared an appraisal report dated February 15, 2023, valuing PGV's total assets at approximately $118.0 million as of December 31, 2022 (which, after deduction of outstanding indebtedness and other liabilities, yielded a net equity value from which the $41.3 million tender for MSH's 35% interest was derived). Whitfield will likely serve as both a fact witness (regarding the methodology and assumptions underlying the appraisal) and potentially as an expert witness in the arbitration. Accordingly, it is important to confirm the absence of any conflicts with Whitfield or Mr. Whitfield personally.

Search Result: No current or prior representation of Whitfield Realty Advisors LLC or Gerald K. Whitfield was identified in the Firm's conflicts database. CLEARED.

F. Beacon Valuation Group Inc. (MSH's Appraiser)

Full Legal Name: Beacon Valuation Group Inc.

Office: 2600 South Bayshore Drive, Suite 1050, Miami, FL 33133

Lead Appraiser: Dr. Priya Ramanathan, CFA, ASA

MSH retained Beacon Valuation Group Inc. ("Beacon") to conduct its own appraisal of PGV's assets. Beacon prepared an appraisal report dated March 5, 2023, valuing PGV's total assets at approximately $151.5 million as of December 31, 2022 — a figure that exceeds Whitfield's appraisal by approximately $33.5 million and that underlies MSH's demand of approximately $70.0 million for its 35% interest. Beacon and Dr. Ramanathan will likely be adverse expert witnesses in the arbitration, and the Firm may need to cross-examine Dr. Ramanathan and challenge Beacon's methodology, assumptions, and conclusions.

Search Result: No current or prior representation of Beacon Valuation Group Inc. or Dr. Priya Ramanathan was identified. No matters were found in which Beacon served as an expert for or against any C&H client in any prior or current engagement. CLEARED.

G. Linden Park Advisory LLC (Potential Neutral Appraiser)

Full Legal Name: Linden Park Advisory LLC

Office: 100 Southeast Second Street, Suite 3600, Miami, FL 33131

Lead Appraiser: Thomas Carraway, MAI, FRICS

The Operating Agreement provides, at Section 12.4(c), for the appointment of a neutral third appraiser in the event that the party appraisals diverge by more than 10%. Given that the Whitfield appraisal ($118.0 million) and the Beacon appraisal ($151.5 million) diverge by approximately 28.4%, triggering the neutral-appraiser mechanism is a near certainty. Linden Park Advisory LLC has been identified by both parties as a potential candidate for the neutral appraiser role. This check was performed preemptively to ensure that no conflict would arise from the appointment of Linden Park in that capacity.

Search Result: No current or prior representation of Linden Park Advisory LLC or Thomas Carraway was identified in the Firm's conflicts database. CLEARED.

H. Gulf Atlantic National Bank (Joint-Venture Lender)

Full Legal Name: Gulf Atlantic National Bank ("GANB")

Office: 201 East Pine Street, Orlando, FL 32801

Loan Officer: Christine Delacroix, SVP, Commercial Real Estate

Loan Details:

• Original Loan Amount: $61.25 million (originated August 1, 2017)

• Outstanding Balance as of December 31, 2022: $48.6 million

• Loan Number: CRE-2017-06284

• Interest Rate: SOFR + 2.25%

• Maturity Date: August 1, 2027

• Collateral: First lien mortgage on The Palmetto Grand Resort & Spa; pledge of membership interests in PGV; UCC filings on personal property and FF&E

GANB is the senior secured lender on the PGV hotel property. Although GANB is not a party to the arbitration, it is an interested third party whose interests may be affected by the outcome of the buyout dispute. The consummation of any membership interest buyout or redemption under the Operating Agreement may require lender consent under the terms of the GANB loan documents, and the parties may need to coordinate with GANB regarding any transfer restrictions, change-of-control provisions, or additional loan draws that may be necessitated by the buyout process. Accordingly, GANB's status warranted careful review.

Search Result: The Firm has represented Gulf Atlantic National Bank in two unrelated matters:

(i) Matter No. 1027-00003 — A commercial real estate financing matter in which the Firm represented GANB as lender's counsel in connection with a $35.0 million construction loan for a multifamily residential development in Broward County, Florida. This matter was handled by the Firm's Real Estate Finance practice group (not by any member of the proposed engagement team) and was closed in 2020. The matter did not involve PCG, MSH, PGV, or any related parties, and did not involve any hospitality or hotel asset.

(ii) Matter No. 1027-00003 — A regulatory advisory matter in which the Firm provided counsel to GANB regarding compliance with certain federal banking regulations, specifically in connection with the implementation of revised CECL (Current Expected Credit Losses) accounting standards. This matter was handled by the Firm's Financial Institutions Regulatory practice group and was closed in 2022. The matter did not involve PCG, MSH, PGV, or any related parties.

Current Representation Status: No open matters for GANB. Both prior representations are closed.

Adverse Representation Review: No current or prior adverse representation against GANB was identified in the Firm's database.

Analysis: The proposed engagement of PCG does not involve any claims against GANB or any position adverse to GANB's interests. To the contrary, GANB may be a cooperative third party in the context of the buyout transaction, as PCG (in its capacity as sole Manager of PGV) would be expected to seek GANB's consent for any transfer of MSH's membership interest. Neither of the two prior GANB matters is "substantially related" to the proposed PCG engagement within the meaning of Rule 4-1.9 of the Florida Rules of Professional Conduct. The prior matters involved different subject matter (construction lending and regulatory compliance), different parties, different assets, and different legal issues. No confidential information obtained in the course of the prior GANB representations would be material to or usable in the proposed PCG engagement.

CLEARED — no conflict identified. The prior representations do not create a substantially related matter or an adverse interest.

I. Aurelian Hotels & Resorts Inc. (Hotel Franchisor)

Full Legal Name: Aurelian Hotels & Resorts Inc.

Entity Type: Delaware corporation

Headquarters: 3200 West Cypress Creek Road, Fort Lauderdale, FL 33309

Aurelian Hotels & Resorts Inc. ("Aurelian") is the franchisor of The Palmetto Grand Resort & Spa, operating under a Franchise Agreement dated July 15, 2017, between Aurelian and PGV. The franchise has a 20-year term expiring July 14, 2037. Under the Franchise Agreement, PGV pays Aurelian a franchise fee equal to 5% of gross room revenue plus a 2% marketing fund contribution. Aurelian is not a party to the dispute, but the value of the Aurelian franchise — including the brand premium, reservation system access, and loyalty program affiliation — is a significant component of the hotel's going-concern value and is expected to be a point of contention between the parties' respective appraisers.

Search Result: No current or prior representation of Aurelian Hotels & Resorts Inc. was identified in the Firm's conflicts database. No adverse matters involving Aurelian were found. CLEARED.

J. Atlantic Omnivrel Insurance Company (D&O / Managers' Liability Insurer)

Full Legal Name: Atlantic Omnivrel Insurance Company

Domicile: State of Connecticut

Policy No.: AFML-2022-08745

Coverage: Managers' liability / wrongful acts coverage for PCG in its capacity as Manager of PGV; limits of $10 million per occurrence and $10 million in the aggregate; policy period January 1, 2023 through January 1, 2024

PCG intends to tender the arbitration claim to Atlantic Omnivrel Insurance Company ("Atlantic Fidelity") for defense cost coverage under the managers' liability policy. Given the nature of MSH's allegations — which include claims of bad faith in the exercise of the call option and alleged breaches of fiduciary duty owed to MSH as a minority member of PGV — the claim falls within the scope of the policy's "wrongful acts" coverage. However, Atlantic Fidelity may reserve rights and/or appoint monitoring counsel to oversee the defense. There is a potential for a coverage dispute down the line, particularly if Atlantic Fidelity takes the position that certain of MSH's claims fall within a policy exclusion (e.g., the contractual liability exclusion or the prior knowledge exclusion).

At this stage, no conflict arises from Atlantic Fidelity's involvement. However, in the event that a coverage dispute materializes and the Firm is asked to represent PCG adverse to Atlantic Fidelity, a supplemental conflict check would be required.

Search Result: No current or prior representation of Atlantic Omnivrel Insurance Company was identified. No current adverse matters against Atlantic Fidelity were found. CLEARED.

K. Grantham, Pryce & Associates CPAs (PCG's Accountants / Tax Advisors)

Full Legal Name: Grantham, Pryce & Associates CPAs

Office: 4221 West Boy Scout Boulevard, Suite 600, Tampa, FL 33607

Lead Partner: Howard Grantham, CPA

Grantham, Pryce & Associates CPAs ("Grantham Pryce") serves as PCG's accountants and tax advisors. Grantham Pryce prepares PCG's annual financial statements and tax returns and also prepares the annual audited financial statements and K-1 allocations for PGV. Given the nature of the valuation dispute — which may involve scrutiny of PGV's financial statements, capital account balances, preferred return calculations, and distribution waterfall mechanics — Howard Grantham and other Grantham Pryce personnel may be consulted during the course of the engagement and could potentially serve as fact witnesses.

Search Result: No current or prior representation of Grantham, Pryce & Associates CPAs or Howard Grantham was identified in the Firm's conflicts database. CLEARED.

L. JAMS (Arbitration Forum) / Hon. Margaret Liu Chen (Ret.)

JAMS is the arbitration forum designated under Section 15.2 of the Operating Agreement. The matter is seated in Jacksonville, Florida, at the JAMS Jacksonville Resolution Center. The Firm conducted a check to determine whether any member of the C&H engagement team has any relationship with JAMS or with potential arbitrators on the JAMS panel for the Jacksonville Resolution Center that could give rise to an appearance of impropriety or a disqualification challenge.

Hon. Margaret Liu Chen (Ret.) has been identified as a potential arbitrator. Judge Chen is a retired Florida Circuit Court Judge who joined the JAMS panel in 2018 and is experienced in complex commercial, partnership, and real estate disputes.

Search Result: No C&H engagement team member has served as counsel in a matter before Hon. Margaret Liu Chen (Ret.) within the past 24 months. No financial or personal relationship between any engagement team member and Judge Chen was identified. No C&H engagement team member has served as an arbitrator or mediator for JAMS in any matter that could create an appearance of impropriety. CLEARED.

M. Raymond Alcazar / Alcazar Dispute Resolution LLC (Potential Mediator)

Full Legal Name: Alcazar Dispute Resolution LLC

Office: 333 SE 2nd Avenue, Suite 2100, Miami, FL 33131

Principal: Raymond Alcazar, Esq.

Raymond Alcazar is a former partner at a major national law firm who now operates an independent mediation and dispute resolution practice. He has been identified as a potential mediator if the matter proceeds to mediation, whether under the JAMS rules or by agreement of the parties. This check was performed preemptively so that no delay would result if a mediation is scheduled.

Search Result: No current or prior representation of Raymond Alcazar or Alcazar Dispute Resolution LLC was identified. No C&H engagement team member has any personal or professional relationship with Mr. Alcazar that would create a conflict or appearance of impropriety. No conflicts identified. CLEARED.

IV. Engagement Team Clearance

Each member of the proposed engagement team was individually checked for personal conflicts of interest with any identified party, including through review of their respective lateral-hire disclosure files (where applicable), personal investment disclosures, and prior employment records.

Francesca Morano, Partner, Litigation (General) — Miami Office. Ms. Morano will serve as the Responsible Partner for the engagement. Ms. Morano has been a partner at Calderwood & Harkness since 2014 and has not previously represented or been adverse to any named party or individual identified in this memorandum. Ms. Morano has no personal financial interest in any entity checked. CLEARED.

Samuel Eklund, Partner, Litigation (General) — Miami Office. Mr. Eklund will serve as the Billing Partner for the engagement. Mr. Eklund has been a partner at Calderwood & Harkness since 2016 and has not previously represented or been adverse to any named party or individual identified in this memorandum. Mr. Eklund has no personal financial interest in any entity checked. CLEARED.

Simone Laroche, Associate, Litigation (General) — Miami Office. Ms. Laroche will serve as the Lead Associate on the engagement. Ms. Laroche joined Calderwood & Harkness in 2020 as a lateral associate from Rosen & Katz LLP, New York, NY. Her lateral-hire disclosure file was reviewed; no prior matters at Rosen & Katz involved any party identified in this memorandum. Ms. Laroche has no personal financial interest in any entity checked. CLEARED.

Jeffrey Park, Associate, Litigation (General) — Miami Office. Mr. Park will serve as a Working Associate on the engagement. Mr. Park joined Calderwood & Harkness in 2021 directly from the University of Florida Levin College of Law. No lateral-hire disclosure file is applicable. Mr. Park has no personal financial interest in any entity checked. CLEARED.

V. Related-Entity and Affiliate Searches

In addition to the specific party searches described in Section III above, the conflicts team conducted the following broader searches to identify any additional relationships or prior engagements that might give rise to a conflict or the appearance of impropriety:

1. Pellegrino Family Members. The IntegriCheck database was searched for all known Pellegrino family members identified in PCG's counsel intake questionnaire, including Dominic R. Pellegrino, Adriana Pellegrino-Voss, Marco Pellegrino (Dominic's son), and Teresa Pellegrino (Dominic's spouse). No matches were identified.

2. Pellegrino-Affiliated Entities. Searches were conducted for all Pellegrino-affiliated entities identified in publicly available records and in PCG's intake questionnaire, including Pellegrino Capital Partners LP, Pellegrino Family Trust (Dominic R. Pellegrino, Trustee), Bayshore Multifamily Holdings LLC, and Suncoast Alternative Asset Fund I LLC. No matches were identified.

3. Cordero Family Members. The database was searched for Nathaniel Cordero, Elena Cordero, and common variations of these names. No matches were identified beyond the specific MSH search results reported in Section III.A above.

4. MSH Affiliates. Searches were conducted for known affiliates of MSH, including Cordero Hospitality Partners LLC, Royal Palm Ventures LLC, and Meridian Shores Management Inc. No matches were identified.

5. Clearwater Beach / Tampa Bay Hospitality Matters. A keyword search was conducted for any prior or current Firm matters involving hospitality or hotel joint ventures in the Clearwater Beach, Tampa Bay, or Pinellas County market areas. No potentially related matters were identified.

6. Operating Agreement Counterparties. The names of all parties referenced in the Operating Agreement — including its exhibits, schedules, and amendments — were cross-referenced against the IntegriCheck database to the extent those parties were disclosed in the intake materials provided by PCG. No additional conflicts were identified.

No additional conflicts were identified through any of the related-entity and affiliate searches described above.

VI. Conclusion and Recommendation

Based upon the comprehensive conflicts clearance process described in this memorandum, the undersigned report the following conclusions:

1. All searches against the Firm's IntegriCheck conflicts database, personnel records, and lateral-hire disclosure files have been completed as of March 21, 2023, at 9:30 AM ET.

2. No conflicts of interest under Rule 4-1.7 (Conflict of Interest; Current Clients) of the Florida Rules of Professional Conduct have been identified. The Firm does not currently represent any party whose interests are adverse to PCG in connection with the proposed matter.

3. No conflicts of interest under Rule 4-1.9 (Duties to Former Clients) of the Florida Rules of Professional Conduct have been identified. The Firm's prior closed representations of Gulf Atlantic National Bank (Matter Nos. 1027-00003 and 1027-00003) are not substantially related to the proposed matter, did not involve any of the parties or subject matter at issue in the proposed engagement, and do not create an adverse interest. No confidential information obtained in the course of the prior GANB representations would be material to or usable in the PCG engagement. No adverse position vis-à-vis GANB is anticipated in the proposed matter.

4. No imputed conflicts were identified with respect to any member of the proposed engagement team based upon lateral-hire disclosures or prior employment.

5. No other ethical or professional responsibility concerns have been identified in connection with the proposed engagement.

Recommendation: The conflicts check is CLEARED. The Firm may proceed with the engagement of Pellegrino Capital Group LLC in connection with the defense of the buyout-valuation dispute brought by Meridian Shores Hospitality LLC (JAMS Ref. No. 1440032871), subject to execution of the engagement letter by the client and approval by the responsible partner.

The engagement letter is being prepared for delivery to Dominic R. Pellegrino, Managing Member of Pellegrino Capital Group LLC, on March 22, 2023. The engagement letter will include the standard terms and conditions of retention, the agreed-upon fee arrangements, and the required disclosures regarding the Firm's prior representations of Gulf Atlantic National Bank.

This conflicts clearance determination is based on the information currently available to the Firm. In the event that additional parties, interested persons, witnesses, or affiliated entities are identified during the course of the engagement, supplemental conflict checks must be performed promptly, and this memorandum must be updated accordingly.

VII. Approvals

Prepared by:

________________________________________

Jeffrey Park, Associate Litigation (General) — Miami Office

Date: March 21, 2023

Reviewed by:

________________________________________

Simone Laroche, Associate Litigation (General) — Miami Office

Date: March 21, 2023

Approved by:

________________________________________

Samuel Eklund, Partner Litigation (General) — Miami Office

Date: March 21, 2023

Final Approval:

________________________________________

Francesca Morano, Responsible Partner Litigation (General) — Miami Office

Date: March 21, 2023

VIII. Appendix — Conflicts Search Parameters

The following information is provided for the permanent matter file to document the scope and methodology of the conflicts clearance process.

A. Names, Entities, EINs, and Aliases Entered into IntegriCheck

The following search terms were entered into the Firm's IntegriCheck conflicts database system. Each entry was searched using both exact-match and fuzzy-match algorithms, as well as phonetic-variation matching where applicable.

B. Date and Time Stamps of Database Searches

C. Lateral-Hire Disclosure File Review

Lateral-hire disclosure files for all four engagement team members were reviewed as follows:

• Francesca Morano — Lateral-hire disclosure file reviewed (original hire date: 2005; lateral from Dalmqvist & Bramwell LLP, New York, NY). No conflicts identified.

• Samuel Eklund — Lateral-hire disclosure file reviewed (original hire date: 2008; lateral from Voss & Vane LLP, Chicago, IL). No conflicts identified.

• Simone Laroche — Lateral-hire disclosure file reviewed (original hire date: 2020; lateral from Rosen & Katz LLP, New York, NY). No conflicts identified.

• Jeffrey Park — No lateral-hire disclosure file applicable (joined Firm directly from law school, 2021).

D. File Retention Note

This memorandum, together with all supporting search reports, IntegriCheck printouts, and related documentation, shall be retained in the permanent matter file for Matter No. 1027-00003 in accordance with the Firm's document retention policies. This memorandum must be updated promptly if additional parties, interested persons, potential witnesses, or affiliated entities are identified during the course of the engagement. Any such update should be documented in a supplemental conflicts memorandum referencing this original memorandum by date and matter number.

This memorandum is prepared for internal use only and is protected by the attorney-client privilege and the work product doctrine. It should not be disclosed to any person outside the Firm without the prior written approval of the Responsible Partner.

No.	Search Term	Type
1	Pellegrino Capital Group LLC	Entity
2	Pellegrino Capital Group	Entity (alias)
3	PCG	Entity (Abbreviation)
4	EIN 83-2147605	EIN
5	Dominic R. Pellegrino	Individual
6	Dominic Pellegrino	Individual (alias)
7	Adriana Pellegrino-Voss	Individual
8	Adriana Pellegrino Voss	Individual (alias)
9	Marcus Thiel	Individual
10	Meridian Shores Hospitality LLC	Entity
11	Meridian Shores Hospitality	Entity (alias)
12	MSH	Entity (Abbreviation)
13	EIN 84-3298174	EIN
14	Nathaniel Cordero	Individual
15	Nate Cordero	Individual (alias)
16	Elena Cordero	Individual
17	Palmetto Grand Ventures LLC	Entity
18	Palmetto Grand Ventures	Entity (alias)
19	PGV	Entity (Abbreviation)
20	EIN 82-5063921	EIN
21	L17000124583	Florida filing number
22	Palmetto Grand Resort & Spa	Property / Trade name
23	650 Mandalay Avenue, Clearwater Beach, FL	Property address
24	Hargrove, Dunlap & Castillo LLP	Entity

25	Hargrove Dunlap & Castillo	Entity (alias)
26	HD&C	Entity (Abbreviation)
27	Victoria Castillo	Individual
28	Ryan Matsuda	Individual
29	Whitfield Realty Advisors LLC	Entity
30	Gerald K. Whitfield	Individual
31	Beacon Valuation Group Inc.	Entity
32	Dr. Priya Ramanathan	Individual
33	Priya Ramanathan	Individual (alias)
34	Linden Park Advisory LLC	Entity
35	Thomas Carraway	Individual
36	Gulf Atlantic National Bank	Entity
37	GANB	Entity (Abbreviation)
38	Christine Delacroix	Individual
39	Aurelian Hotels & Resorts Inc.	Entity
40	Aurelian Hotels	Entity (alias)
41	Atlantic Omnivrel Insurance Company	Entity
42	AFML-2022-08745	Policy number
43	Grantham, Pryce & Associates CPAs	Entity
44	Grantham Pryce	Entity (alias)
45	Howard Grantham	Individual
46	JAMS	Entity
47	Hon. Margaret Liu Chen	Individual
48	Margaret Liu Chen	Individual (alias)
49	Raymond Alcazar	Individual

50	Alcazar Dispute Resolution LLC	Entity
51	Pellegrino Capital Partners LP	Entity (affiliate)
52	Pellegrino Family Trust	Entity (affiliate)
53	Marco Pellegrino	Individual (family)
54	Teresa Pellegrino	Individual (family)
55	Bayshore Multifamily Holdings LLC	Entity (affiliate)
56	Suncoast Alternative Asset Fund I LLC	Entity (affiliate)
57	Cordero Hospitality Partners LLC	Entity (affiliate)
58	Royal Palm Ventures LLC	Entity (affiliate)
59	Meridian Shores Management Inc.	Entity (affiliate)
Search Run	Date	Time (ET)	Conducted By
Initial search (entries 1–50)	March 20, 2023	2:14 PM	Jeffrey Park
Supplemental affiliate search (entries 51–59)	March 20, 2023	4:47 PM	Jeffrey Park
Verification / secondary review	March 21, 2023	8:15 AM	Simone Laroche
Final confirmation run (all entries)	March 21, 2023	9:30 AM	Jeffrey Park

MEMORANDUM
CONFIDENTIAL — ATTORNEY WORK PRODUCT
To: Francesca Morano, Partner, Litigation (General), Miami Office
From: Samuel Eklund, Partner, Litigation (General), Miami Office; assisted by Simone Laroche, Associate, and Jeffrey Park, Associate
Date: March 21, 2023
Re: New Matter Conflict Check — Pellegrino Capital Group LLC (Proposed Representation in Buyout-Valuation Dispute with Meridian Shores Hospitality LLC, JAMS Arbitration)
Matter No.: 1027-00003 (proposed)
I. Purpose
This memorandum documents the results of the conflicts clearance check conducted on March 20–21, 2023, in connection with the proposed engagement of Pellegrino Capital Group LLC ("PCG") as a new client of Calderwood & Harkness LLP ("C&H" or the "Firm"). The purpose of this memorandum is to confirm that the Firm has undertaken a thorough and comprehensive review of all potential conflicts of interest that could arise from the proposed representation and to memorialize the findings and conclusions of that review for the permanent matter file.
The proposed engagement concerns the defense of PCG in a partnership buyout-valuation dispute initiated by Meridian Shores Hospitality LLC ("MSH") via a Demand for Arbitration filed with JAMS on March 20, 2023 (JAMS Ref. No. 1440032871). The arbitration is to be seated in Jacksonville, Florida, in accordance with the dispute resolution provisions contained in the governing operating agreement.
The underlying dispute arises from PCG's exercise of a contractual call option under Section 12.4 of the Amended and Restated Operating Agreement of Palmetto Grand Ventures LLC ("PGV"), dated June 15, 2017 (the "Operating Agreement" or "OA"), to purchase MSH's 35% membership interest in PGV. PCG exercised the call option on January 15, 2023, and tendered a purchase price of $41.3 million to MSH based upon an independent appraisal of PGV's assets performed by Whitfield Realty Advisors LLC. MSH alleges that the call-option valuation conducted by PCG's appraiser materially understated the Fair Market Value of PGV's assets and that the call option was exercised in bad faith. MSH rejected PCG's tender of $41.3 million on March 10, 2023, and demands approximately $70.0 million, representing MSH's 35% share of a $200.0 million total enterprise value as determined by MSH's own appraiser, Beacon Valuation Group Inc. The difference between the parties' respective valuations — approximately $28.7 million on a per-interest basis — constitutes the core of the dispute.
This conflict check was performed in accordance with Calderwood & Harkness's Internal Conflicts Clearance Policies and Procedures Manual (revised January 2023), the Florida Rules of Professional Conduct — specifically Rule 4-1.7 (Conflict of Interest; Current Clients) and Rule 4-1.9 (Duties to Former Clients) — and applicable guidance from the Florida Bar Ethics Hotline and ABA Formal Ethics Opinions concerning the identification and resolution of conflicts in commercial arbitration matters involving multi-party joint ventures.
The conflicts clearance process involved searches of the Firm's IntegriCheck conflicts database, review of lateral-hire disclosure files for each member of the proposed engagement team, and supplemental manual searches as described more fully in Section V below and in the Appendix to this memorandum.
II. Proposed Client Identification
The following information was gathered from publicly available records, PCG's counsel intake questionnaire (submitted March 19, 2023), and the Florida Division of Corporations Sunbiz database. All data points were entered into the IntegriCheck system as search parameters.
Full Legal Name: Pellegrino Capital Group LLC
Entity Type: Florida limited liability company (family office)
EIN: 83-2147605
Headquarters: 1900 Bayshore Boulevard, Suite 1400, Tampa, FL 33606
Registered Agent: CT Agents of Florida LLC, 1201 Hays Street, Tallahassee, FL 32301
Managing Member: Dominic R. Pellegrino
Other Key Personnel Checked:
•  Adriana Pellegrino-Voss, Senior Vice President of Investments (daughter of Dominic R. Pellegrino)
•  Marcus Thiel, Chief Financial Officer
Assets Under Management: Approximately $1.2 billion across hospitality, multifamily residential, and alternative-asset investment strategies. PCG operates as a single-family office managing the investment portfolio of the Pellegrino family and select co-investment vehicles.
Relationship to Joint-Venture Entity: PCG holds a 65% membership interest in Palmetto Grand Ventures LLC and serves as sole Manager of PGV pursuant to Section 5.1 of the Operating Agreement. In its capacity as Manager, PCG exercises day-to-day management authority over PGV's operations, including with respect to the operation of The Palmetto Grand Resort & Spa, PGV's primary asset.
PCG has not previously been a client of Calderwood & Harkness LLP. No prior matters — whether open or closed — were identified involving PCG, Dominic R. Pellegrino, Adriana Pellegrino-Voss, or Marcus Thiel.
III. Adverse and Interested Parties Checked
The following parties were identified as adverse parties, interested parties, potential witnesses, or entities whose interests may be affected by the proposed representation. Each party was searched against the Firm's IntegriCheck conflicts database, supplemented by manual review of partner and associate lateral-hire disclosure files and, where applicable, review of matter intake files for potentially related engagements.
A. Meridian Shores Hospitality LLC (Opposing Party / Claimant)
Full Legal Name: Meridian Shores Hospitality LLC
Entity Type: Delaware limited liability company
EIN: 84-3298174
Principal Office: 220 Royal Palm Way, Suite 300, Palm Beach, FL 33480
Principals:
•  Nathaniel "Nate" Cordero, Managing Member
•  Elena Cordero, Member (40% owner of MSH); spouse of Nathaniel Cordero
MSH is the claimant in the JAMS arbitration and the party directly adverse to our proposed client. MSH holds the 35% minority membership interest in PGV that is the subject of the call-option dispute. Nathaniel Cordero is the individual primarily responsible for the management of MSH and was the principal signatory on the Operating Agreement on behalf of MSH. Elena Cordero holds a 40% ownership interest in MSH and may have knowledge of relevant facts pertaining to the dispute.
Search Result: No current or former representation of MSH, Nathaniel Cordero, or Elena Cordero was identified in the Firm's conflicts database. No adverse matters involving MSH were found. No lateral-hire disclosures referenced MSH or the Cordero family. CLEARED.
B. Palmetto Grand Ventures LLC (Joint-Venture Entity)
Full Legal Name: Palmetto Grand Ventures LLC
Entity Type: Florida limited liability company
EIN: 82-5063921
Florida Filing No.: L17000124583
Formation Date: June 15, 2017
Registered Office: 1900 Bayshore Boulevard, Suite 1400, Tampa, FL 33606
Ownership: PCG 65% / MSH 35%
PGV is the joint-venture entity at the center of the underlying dispute. PCG serves as PGV's sole Manager and controls PGV's day-to-day operations. It is important to note that the Firm's proposed representation is of PCG in its individual capacity — not of PGV as a separate legal entity. While the interests of PCG and PGV may overlap in certain respects (particularly given PCG's role as Manager), PGV and PCG are distinct legal entities. MSH holds a 35% minority interest in PGV, and accordingly, representation of PCG may implicate PGV's interests to some extent. However, PCG and PGV are not adversaries in the contemplated arbitration. MSH's claims are asserted against PCG directly, not against PGV.
To the extent that the Firm is later asked to take any action on behalf of PGV (for example, in connection with facilitating a membership interest transfer or lender consent process), a separate conflict analysis and engagement letter would be required. For purposes of this memorandum, PGV has been checked solely as an interested entity.
Search Result: No current or prior representation of Palmetto Grand Ventures LLC was identified in the Firm's conflicts database. No adverse matters involving PGV were found. CLEARED.
C. The Palmetto Grand Resort & Spa (Hotel Property)
Property Address: 650 Mandalay Avenue, Clearwater Beach, FL 33767
Property Type: 312-room full-service luxury beach resort, including 42,000 square feet of meeting and event space, a 15,000-square-foot spa facility, three restaurants, and related amenities. The property is situated on approximately 8.2 acres of beachfront land.
The Palmetto Grand Resort & Spa is a real property asset held by PGV; it is not a separate legal entity. The property was acquired by PGV on August 1, 2017, at a purchase price of $87.5 million. PGV subsequently undertook a comprehensive renovation of the property during 2017–2019, investing approximately $24.3 million in capital improvements. The property's valuation is the central factual and economic issue in the arbitration.
The Firm conducted a supplemental search to determine whether it had any prior involvement in transactions relating to the property, including the original acquisition, the renovation financing, any prior sale or refinancing, or any zoning, permitting, or environmental matters involving the property.
Search Result: No prior firm involvement with the property was identified. No C&H attorney has represented any party in any transaction involving 650 Mandalay Avenue, Clearwater Beach, FL 33767. CLEARED.
D. Hargrove, Dunlap & Castillo LLP (Opposing Counsel)
Full Legal Name: Hargrove, Dunlap & Castillo LLP
Offices: Miami, FL and New York, NY
Miami Office Address: 1395 Brickell Avenue, Suite 3100, Miami, FL 33131
Lead Partner: Victoria Castillo, Partner, Commercial Litigation
Associate: Ryan Matsuda, Senior Associate
Hargrove, Dunlap & Castillo LLP ("HD&C") represents MSH in the arbitration and is identified as opposing counsel. The Firm's conflicts policies require that opposing counsel firms and individual opposing attorneys be checked against the IntegriCheck database to identify: (i) any current co-counsel arrangements in which C&H and HD&C are on the same side of a matter; (ii) any current adverse relationships between C&H and HD&C or its individual attorneys; (iii) any prior or current matters in which HD&C attorneys appear as clients, adverse parties, or witnesses; and (iv) any lateral-hire connections (i.e., former HD&C attorneys now at C&H, or vice versa).
Search Result: No current co-counsel arrangements or adverse relationships between Calderwood & Harkness and Hargrove, Dunlap & Castillo were identified. Victoria Castillo and Ryan Matsuda were not found in the Firm's database as current or former clients, adverse parties, or witnesses in any matter. No C&H attorney currently on the Firm's roster was previously employed by HD&C, and no known HD&C attorney is a former C&H attorney. CLEARED.
E. Whitfield Realty Advisors LLC (PCG's Appraiser)
Full Legal Name: Whitfield Realty Advisors LLC
Office: 500 East Broward Boulevard, Suite 900, Fort Lauderdale, FL 33394
Lead Appraiser: Gerald K. Whitfield, MAI
PCG retained Whitfield Realty Advisors LLC ("Whitfield") to conduct the appraisal underpinning the call-option exercise. Whitfield prepared an appraisal report dated February 15, 2023, valuing PGV's total assets at approximately $118.0 million as of December 31, 2022 (which, after deduction of outstanding indebtedness and other liabilities, yielded a net equity value from which the $41.3 million tender for MSH's 35% interest was derived). Whitfield will likely serve as both a fact witness (regarding the methodology and assumptions underlying the appraisal) and potentially as an expert witness in the arbitration. Accordingly, it is important to confirm the absence of any conflicts with Whitfield or Mr. Whitfield personally.
Search Result: No current or prior representation of Whitfield Realty Advisors LLC or Gerald K. Whitfield was identified in the Firm's conflicts database. CLEARED.
F. Beacon Valuation Group Inc. (MSH's Appraiser)
Full Legal Name: Beacon Valuation Group Inc.
Office: 2600 South Bayshore Drive, Suite 1050, Miami, FL 33133
Lead Appraiser: Dr. Priya Ramanathan, CFA, ASA
MSH retained Beacon Valuation Group Inc. ("Beacon") to conduct its own appraisal of PGV's assets. Beacon prepared an appraisal report dated March 5, 2023, valuing PGV's total assets at approximately $151.5 million as of December 31, 2022 — a figure that exceeds Whitfield's appraisal by approximately $33.5 million and that underlies MSH's demand of approximately $70.0 million for its 35% interest. Beacon and Dr. Ramanathan will likely be adverse expert witnesses in the arbitration, and the Firm may need to cross-examine Dr. Ramanathan and challenge Beacon's methodology, assumptions, and conclusions.
Search Result: No current or prior representation of Beacon Valuation Group Inc. or Dr. Priya Ramanathan was identified. No matters were found in which Beacon served as an expert for or against any C&H client in any prior or current engagement. CLEARED.
G. Linden Park Advisory LLC (Potential Neutral Appraiser)
Full Legal Name: Linden Park Advisory LLC
Office: 100 Southeast Second Street, Suite 3600, Miami, FL 33131
Lead Appraiser: Thomas Carraway, MAI, FRICS
The Operating Agreement provides, at Section 12.4(c), for the appointment of a neutral third appraiser in the event that the party appraisals diverge by more than 10%. Given that the Whitfield appraisal ($118.0 million) and the Beacon appraisal ($151.5 million) diverge by approximately 28.4%, triggering the neutral-appraiser mechanism is a near certainty. Linden Park Advisory LLC has been identified by both parties as a potential candidate for the neutral appraiser role. This check was performed preemptively to ensure that no conflict would arise from the appointment of Linden Park in that capacity.
Search Result: No current or prior representation of Linden Park Advisory LLC or Thomas Carraway was identified in the Firm's conflicts database. CLEARED.
H. Gulf Atlantic National Bank (Joint-Venture Lender)
Full Legal Name: Gulf Atlantic National Bank ("GANB")
Office: 201 East Pine Street, Orlando, FL 32801
Loan Officer: Christine Delacroix, SVP, Commercial Real Estate
Loan Details:
•  Original Loan Amount: $61.25 million (originated August 1, 2017)
•  Outstanding Balance as of December 31, 2022: $48.6 million
•  Loan Number: CRE-2017-06284
•  Interest Rate: SOFR + 2.25%
•  Maturity Date: August 1, 2027
•  Collateral: First lien mortgage on The Palmetto Grand Resort & Spa; pledge of membership interests in PGV; UCC filings on personal property and FF&E
GANB is the senior secured lender on the PGV hotel property. Although GANB is not a party to the arbitration, it is an interested third party whose interests may be affected by the outcome of the buyout dispute. The consummation of any membership interest buyout or redemption under the Operating Agreement may require lender consent under the terms of the GANB loan documents, and the parties may need to coordinate with GANB regarding any transfer restrictions, change-of-control provisions, or additional loan draws that may be necessitated by the buyout process. Accordingly, GANB's status warranted careful review.
Search Result: The Firm has represented Gulf Atlantic National Bank in two unrelated matters:
(i) Matter No. 1027-00003 — A commercial real estate financing matter in which the Firm represented GANB as lender's counsel in connection with a $35.0 million construction loan for a multifamily residential development in Broward County, Florida. This matter was handled by the Firm's Real Estate Finance practice group (not by any member of the proposed engagement team) and was closed in 2020. The matter did not involve PCG, MSH, PGV, or any related parties, and did not involve any hospitality or hotel asset.
(ii) Matter No. 1027-00003 — A regulatory advisory matter in which the Firm provided counsel to GANB regarding compliance with certain federal banking regulations, specifically in connection with the implementation of revised CECL (Current Expected Credit Losses) accounting standards. This matter was handled by the Firm's Financial Institutions Regulatory practice group and was closed in 2022. The matter did not involve PCG, MSH, PGV, or any related parties.
Current Representation Status: No open matters for GANB. Both prior representations are closed.
Adverse Representation Review: No current or prior adverse representation against GANB was identified in the Firm's database.
Analysis: The proposed engagement of PCG does not involve any claims against GANB or any position adverse to GANB's interests. To the contrary, GANB may be a cooperative third party in the context of the buyout transaction, as PCG (in its capacity as sole Manager of PGV) would be expected to seek GANB's consent for any transfer of MSH's membership interest. Neither of the two prior GANB matters is "substantially related" to the proposed PCG engagement within the meaning of Rule 4-1.9 of the Florida Rules of Professional Conduct. The prior matters involved different subject matter (construction lending and regulatory compliance), different parties, different assets, and different legal issues. No confidential information obtained in the course of the prior GANB representations would be material to or usable in the proposed PCG engagement.
CLEARED — no conflict identified. The prior representations do not create a substantially related matter or an adverse interest.
I. Aurelian Hotels & Resorts Inc. (Hotel Franchisor)
Full Legal Name: Aurelian Hotels & Resorts Inc.
Entity Type: Delaware corporation
Headquarters: 3200 West Cypress Creek Road, Fort Lauderdale, FL 33309
Aurelian Hotels & Resorts Inc. ("Aurelian") is the franchisor of The Palmetto Grand Resort & Spa, operating under a Franchise Agreement dated July 15, 2017, between Aurelian and PGV. The franchise has a 20-year term expiring July 14, 2037. Under the Franchise Agreement, PGV pays Aurelian a franchise fee equal to 5% of gross room revenue plus a 2% marketing fund contribution. Aurelian is not a party to the dispute, but the value of the Aurelian franchise — including the brand premium, reservation system access, and loyalty program affiliation — is a significant component of the hotel's going-concern value and is expected to be a point of contention between the parties' respective appraisers.
Search Result: No current or prior representation of Aurelian Hotels & Resorts Inc. was identified in the Firm's conflicts database. No adverse matters involving Aurelian were found. CLEARED.
J. Atlantic Omnivrel Insurance Company (D&O / Managers' Liability Insurer)
Full Legal Name: Atlantic Omnivrel Insurance Company
Domicile: State of Connecticut
Policy No.: AFML-2022-08745
Coverage: Managers' liability / wrongful acts coverage for PCG in its capacity as Manager of PGV; limits of $10 million per occurrence and $10 million in the aggregate; policy period January 1, 2023 through January 1, 2024
PCG intends to tender the arbitration claim to Atlantic Omnivrel Insurance Company ("Atlantic Fidelity") for defense cost coverage under the managers' liability policy. Given the nature of MSH's allegations — which include claims of bad faith in the exercise of the call option and alleged breaches of fiduciary duty owed to MSH as a minority member of PGV — the claim falls within the scope of the policy's "wrongful acts" coverage. However, Atlantic Fidelity may reserve rights and/or appoint monitoring counsel to oversee the defense. There is a potential for a coverage dispute down the line, particularly if Atlantic Fidelity takes the position that certain of MSH's claims fall within a policy exclusion (e.g., the contractual liability exclusion or the prior knowledge exclusion).
At this stage, no conflict arises from Atlantic Fidelity's involvement. However, in the event that a coverage dispute materializes and the Firm is asked to represent PCG adverse to Atlantic Fidelity, a supplemental conflict check would be required.
Search Result: No current or prior representation of Atlantic Omnivrel Insurance Company was identified. No current adverse matters against Atlantic Fidelity were found. CLEARED.
K. Grantham, Pryce & Associates CPAs (PCG's Accountants / Tax Advisors)
Full Legal Name: Grantham, Pryce & Associates CPAs
Office: 4221 West Boy Scout Boulevard, Suite 600, Tampa, FL 33607
Lead Partner: Howard Grantham, CPA
Grantham, Pryce & Associates CPAs ("Grantham Pryce") serves as PCG's accountants and tax advisors. Grantham Pryce prepares PCG's annual financial statements and tax returns and also prepares the annual audited financial statements and K-1 allocations for PGV. Given the nature of the valuation dispute — which may involve scrutiny of PGV's financial statements, capital account balances, preferred return calculations, and distribution waterfall mechanics — Howard Grantham and other Grantham Pryce personnel may be consulted during the course of the engagement and could potentially serve as fact witnesses.
Search Result: No current or prior representation of Grantham, Pryce & Associates CPAs or Howard Grantham was identified in the Firm's conflicts database. CLEARED.
L. JAMS (Arbitration Forum) / Hon. Margaret Liu Chen (Ret.)
JAMS is the arbitration forum designated under Section 15.2 of the Operating Agreement. The matter is seated in Jacksonville, Florida, at the JAMS Jacksonville Resolution Center. The Firm conducted a check to determine whether any member of the C&H engagement team has any relationship with JAMS or with potential arbitrators on the JAMS panel for the Jacksonville Resolution Center that could give rise to an appearance of impropriety or a disqualification challenge.
Hon. Margaret Liu Chen (Ret.) has been identified as a potential arbitrator. Judge Chen is a retired Florida Circuit Court Judge who joined the JAMS panel in 2018 and is experienced in complex commercial, partnership, and real estate disputes.
Search Result: No C&H engagement team member has served as counsel in a matter before Hon. Margaret Liu Chen (Ret.) within the past 24 months. No financial or personal relationship between any engagement team member and Judge Chen was identified. No C&H engagement team member has served as an arbitrator or mediator for JAMS in any matter that could create an appearance of impropriety. CLEARED.
M. Raymond Alcazar / Alcazar Dispute Resolution LLC (Potential Mediator)
Full Legal Name: Alcazar Dispute Resolution LLC
Office: 333 SE 2nd Avenue, Suite 2100, Miami, FL 33131
Principal: Raymond Alcazar, Esq.
Raymond Alcazar is a former partner at a major national law firm who now operates an independent mediation and dispute resolution practice. He has been identified as a potential mediator if the matter proceeds to mediation, whether under the JAMS rules or by agreement of the parties. This check was performed preemptively so that no delay would result if a mediation is scheduled.
Search Result: No current or prior representation of Raymond Alcazar or Alcazar Dispute Resolution LLC was identified. No C&H engagement team member has any personal or professional relationship with Mr. Alcazar that would create a conflict or appearance of impropriety. No conflicts identified. CLEARED.
IV. Engagement Team Clearance
Each member of the proposed engagement team was individually checked for personal conflicts of interest with any identified party, including through review of their respective lateral-hire disclosure files (where applicable), personal investment disclosures, and prior employment records.
Francesca Morano, Partner, Litigation (General) — Miami Office. Ms. Morano will serve as the Responsible Partner for the engagement. Ms. Morano has been a partner at Calderwood & Harkness since 2014 and has not previously represented or been adverse to any named party or individual identified in this memorandum. Ms. Morano has no personal financial interest in any entity checked. CLEARED.
Samuel Eklund, Partner, Litigation (General) — Miami Office. Mr. Eklund will serve as the Billing Partner for the engagement. Mr. Eklund has been a partner at Calderwood & Harkness since 2016 and has not previously represented or been adverse to any named party or individual identified in this memorandum. Mr. Eklund has no personal financial interest in any entity checked. CLEARED.
Simone Laroche, Associate, Litigation (General) — Miami Office. Ms. Laroche will serve as the Lead Associate on the engagement. Ms. Laroche joined Calderwood & Harkness in 2020 as a lateral associate from Rosen & Katz LLP, New York, NY. Her lateral-hire disclosure file was reviewed; no prior matters at Rosen & Katz involved any party identified in this memorandum. Ms. Laroche has no personal financial interest in any entity checked. CLEARED.
Jeffrey Park, Associate, Litigation (General) — Miami Office. Mr. Park will serve as a Working Associate on the engagement. Mr. Park joined Calderwood & Harkness in 2021 directly from the University of Florida Levin College of Law. No lateral-hire disclosure file is applicable. Mr. Park has no personal financial interest in any entity checked. CLEARED.
V. Related-Entity and Affiliate Searches
In addition to the specific party searches described in Section III above, the conflicts team conducted the following broader searches to identify any additional relationships or prior engagements that might give rise to a conflict or the appearance of impropriety:
1.  Pellegrino Family Members. The IntegriCheck database was searched for all known Pellegrino family members identified in PCG's counsel intake questionnaire, including Dominic R. Pellegrino, Adriana Pellegrino-Voss, Marco Pellegrino (Dominic's son), and Teresa Pellegrino (Dominic's spouse). No matches were identified.
2.  Pellegrino-Affiliated Entities. Searches were conducted for all Pellegrino-affiliated entities identified in publicly available records and in PCG's intake questionnaire, including Pellegrino Capital Partners LP, Pellegrino Family Trust (Dominic R. Pellegrino, Trustee), Bayshore Multifamily Holdings LLC, and Suncoast Alternative Asset Fund I LLC. No matches were identified.
3.  Cordero Family Members. The database was searched for Nathaniel Cordero, Elena Cordero, and common variations of these names. No matches were identified beyond the specific MSH search results reported in Section III.A above.
4.  MSH Affiliates. Searches were conducted for known affiliates of MSH, including Cordero Hospitality Partners LLC, Royal Palm Ventures LLC, and Meridian Shores Management Inc. No matches were identified.
5.  Clearwater Beach / Tampa Bay Hospitality Matters. A keyword search was conducted for any prior or current Firm matters involving hospitality or hotel joint ventures in the Clearwater Beach, Tampa Bay, or Pinellas County market areas. No potentially related matters were identified.
6.  Operating Agreement Counterparties. The names of all parties referenced in the Operating Agreement — including its exhibits, schedules, and amendments — were cross-referenced against the IntegriCheck database to the extent those parties were disclosed in the intake materials provided by PCG. No additional conflicts were identified.
No additional conflicts were identified through any of the related-entity and affiliate searches described above.
VI. Conclusion and Recommendation
Based upon the comprehensive conflicts clearance process described in this memorandum, the undersigned report the following conclusions:
1.  All searches against the Firm's IntegriCheck conflicts database, personnel records, and lateral-hire disclosure files have been completed as of March 21, 2023, at 9:30 AM ET.
2.  No conflicts of interest under Rule 4-1.7 (Conflict of Interest; Current Clients) of the Florida Rules of Professional Conduct have been identified. The Firm does not currently represent any party whose interests are adverse to PCG in connection with the proposed matter.
3.  No conflicts of interest under Rule 4-1.9 (Duties to Former Clients) of the Florida Rules of Professional Conduct have been identified. The Firm's prior closed representations of Gulf Atlantic National Bank (Matter Nos. 1027-00003 and 1027-00003) are not substantially related to the proposed matter, did not involve any of the parties or subject matter at issue in the proposed engagement, and do not create an adverse interest. No confidential information obtained in the course of the prior GANB representations would be material to or usable in the PCG engagement. No adverse position vis-à-vis GANB is anticipated in the proposed matter.
4.  No imputed conflicts were identified with respect to any member of the proposed engagement team based upon lateral-hire disclosures or prior employment.
5.  No other ethical or professional responsibility concerns have been identified in connection with the proposed engagement.
Recommendation: The conflicts check is CLEARED. The Firm may proceed with the engagement of Pellegrino Capital Group LLC in connection with the defense of the buyout-valuation dispute brought by Meridian Shores Hospitality LLC (JAMS Ref. No. 1440032871), subject to execution of the engagement letter by the client and approval by the responsible partner.
The engagement letter is being prepared for delivery to Dominic R. Pellegrino, Managing Member of Pellegrino Capital Group LLC, on March 22, 2023. The engagement letter will include the standard terms and conditions of retention, the agreed-upon fee arrangements, and the required disclosures regarding the Firm's prior representations of Gulf Atlantic National Bank.
This conflicts clearance determination is based on the information currently available to the Firm. In the event that additional parties, interested persons, witnesses, or affiliated entities are identified during the course of the engagement, supplemental conflict checks must be performed promptly, and this memorandum must be updated accordingly.
VII. Approvals
Prepared by:
________________________________________
Jeffrey Park, Associate Litigation (General) — Miami Office
Date: March 21, 2023
Reviewed by:
________________________________________
Simone Laroche, Associate Litigation (General) — Miami Office
Date: March 21, 2023
Approved by:
________________________________________
Samuel Eklund, Partner Litigation (General) — Miami Office
Date: March 21, 2023
Final Approval:
________________________________________
Francesca Morano, Responsible Partner Litigation (General) — Miami Office
Date: March 21, 2023
VIII. Appendix — Conflicts Search Parameters
The following information is provided for the permanent matter file to document the scope and methodology of the conflicts clearance process.
A. Names, Entities, EINs, and Aliases Entered into IntegriCheck
The following search terms were entered into the Firm's IntegriCheck conflicts database system. Each entry was searched using both exact-match and fuzzy-match algorithms, as well as phonetic-variation matching where applicable.
B. Date and Time Stamps of Database Searches
C. Lateral-Hire Disclosure File Review
Lateral-hire disclosure files for all four engagement team members were reviewed as follows:
•  Francesca Morano — Lateral-hire disclosure file reviewed (original hire date: 2005; lateral from Dalmqvist & Bramwell LLP, New York, NY). No conflicts identified.
•  Samuel Eklund — Lateral-hire disclosure file reviewed (original hire date: 2008; lateral from Voss & Vane LLP, Chicago, IL). No conflicts identified.
•  Simone Laroche — Lateral-hire disclosure file reviewed (original hire date: 2020; lateral from Rosen & Katz LLP, New York, NY). No conflicts identified.
•  Jeffrey Park — No lateral-hire disclosure file applicable (joined Firm directly from law school, 2021).
D. File Retention Note
This memorandum, together with all supporting search reports, IntegriCheck printouts, and related documentation, shall be retained in the permanent matter file for Matter No. 1027-00003 in accordance with the Firm's document retention policies. This memorandum must be updated promptly if additional parties, interested persons, potential witnesses, or affiliated entities are identified during the course of the engagement. Any such update should be documented in a supplemental conflicts memorandum referencing this original memorandum by date and matter number.
This memorandum is prepared for internal use only and is protected by the attorney-client privilege and the work product doctrine. It should not be disclosed to any person outside the Firm without the prior written approval of the Responsible Partner.
No. | Search Term | Type
1 | Pellegrino Capital Group LLC | Entity
2 | Pellegrino Capital Group | Entity (alias)
3 | PCG | Entity (Abbreviation)
4 | EIN 83-2147605 | EIN
5 | Dominic R. Pellegrino | Individual
6 | Dominic Pellegrino | Individual (alias)
7 | Adriana Pellegrino-Voss | Individual
8 | Adriana Pellegrino Voss | Individual (alias)
9 | Marcus Thiel | Individual
10 | Meridian Shores Hospitality LLC | Entity
11 | Meridian Shores Hospitality | Entity (alias)
12 | MSH | Entity (Abbreviation)
13 | EIN 84-3298174 | EIN
14 | Nathaniel Cordero | Individual
15 | Nate Cordero | Individual (alias)
16 | Elena Cordero | Individual
17 | Palmetto Grand Ventures LLC | Entity
18 | Palmetto Grand Ventures | Entity (alias)
19 | PGV | Entity (Abbreviation)
20 | EIN 82-5063921 | EIN
21 | L17000124583 | Florida filing number
22 | Palmetto Grand Resort & Spa | Property / Trade name
23 | 650 Mandalay Avenue, Clearwater Beach, FL | Property address
24 | Hargrove, Dunlap & Castillo LLP | Entity
25 | Hargrove Dunlap & Castillo | Entity (alias)
26 | HD&C | Entity (Abbreviation)
27 | Victoria Castillo | Individual
28 | Ryan Matsuda | Individual
29 | Whitfield Realty Advisors LLC | Entity
30 | Gerald K. Whitfield | Individual
31 | Beacon Valuation Group Inc. | Entity
32 | Dr. Priya Ramanathan | Individual
33 | Priya Ramanathan | Individual (alias)
34 | Linden Park Advisory LLC | Entity
35 | Thomas Carraway | Individual
36 | Gulf Atlantic National Bank | Entity
37 | GANB | Entity (Abbreviation)
38 | Christine Delacroix | Individual
39 | Aurelian Hotels & Resorts Inc. | Entity
40 | Aurelian Hotels | Entity (alias)
41 | Atlantic Omnivrel Insurance Company | Entity
42 | AFML-2022-08745 | Policy number
43 | Grantham, Pryce & Associates CPAs | Entity
44 | Grantham Pryce | Entity (alias)
45 | Howard Grantham | Individual
46 | JAMS | Entity
47 | Hon. Margaret Liu Chen | Individual
48 | Margaret Liu Chen | Individual (alias)
49 | Raymond Alcazar | Individual
50 | Alcazar Dispute Resolution LLC | Entity
51 | Pellegrino Capital Partners LP | Entity (affiliate)
52 | Pellegrino Family Trust | Entity (affiliate)
53 | Marco Pellegrino | Individual (family)
54 | Teresa Pellegrino | Individual (family)
55 | Bayshore Multifamily Holdings LLC | Entity (affiliate)
56 | Suncoast Alternative Asset Fund I LLC | Entity (affiliate)
57 | Cordero Hospitality Partners LLC | Entity (affiliate)
58 | Royal Palm Ventures LLC | Entity (affiliate)
59 | Meridian Shores Management Inc. | Entity (affiliate)
Search Run | Date | Time (ET) | Conducted By
Initial search (entries 1–50) | March 20, 2023 | 2:14 PM | Jeffrey Park
Supplemental affiliate search (entries 51–59) | March 20, 2023 | 4:47 PM | Jeffrey Park
Verification / secondary review | March 21, 2023 | 8:15 AM | Simone Laroche
Final confirmation run (all entries) | March 21, 2023 | 9:30 AM | Jeffrey Park

MEMORANDUM

EIN: 83-2147605

EIN: 84-3298174

EIN: 82-5063921

Record

Parties

Dates

Amounts