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ASSIGNMENT OF MEMBERSHIP INTEREST

Palmetto Grand Ventures LLC — 35% Membership Interest

Effective as of June 28, 2024

This Assignment of Membership Interest (this "Assignment") is made and entered into as of June 28, 2024 (the "Effective Date"), by and between:

ASSIGNOR:

Meridian Shores Hospitality LLC, a Delaware limited liability company ("Assignor" or "MSH"), with its principal office at 220 Royal Palm Way, Suite 300, Palm Beach, Florida 33480;

ASSIGNEE:

Pellegrino Capital Group LLC, a Florida limited liability company ("Assignee" or "PCG"), with its principal office at 1900 Bayshore Boulevard, Suite 1400, Tampa, Florida 33606;

with reference to the following:

COMPANY:

Palmetto Grand Ventures LLC, a Florida limited liability company (the "Company" or "PGV"), Florida Filing No. L17000124583, with its registered office at 1900 Bayshore Boulevard, Suite 1400, Tampa, Florida 33606, Employer Identification Number 82-5063921.

MSH and PCG are each referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Company was formed on June 15, 2017 as a Florida limited liability company pursuant to the Florida Revised Limited Liability Company Act, Chapter 605, Florida Statutes (the "Act"), and is governed by that certain Operating Agreement of Palmetto Grand Ventures LLC, dated as of June 15, 2017 (as amended, supplemented, or otherwise modified from time to time, the "Operating Agreement" or "OA"), entered into by and between PCG and MSH as the sole members of the Company;

WHEREAS, the Company was formed for the purpose of the acquisition, renovation, and operation of The Palmetto Grand Resort & Spa, a 312-room luxury beachfront hotel located at 650 Mandalay Avenue, Clearwater Beach, Florida 33767 (the "Property"), which hotel is managed and operated under a franchise agreement with Aurelian Hotels & Resorts Inc. dated July 15, 2017 (the "Franchise Agreement");

WHEREAS, under the Operating Agreement, PCG holds a sixty-five percent (65%) membership interest in the Company and MSH holds a thirty-five percent (35%) membership interest in the Company (the "Assigned Interest"), with PCG serving as the sole Manager of the Company;

WHEREAS, on January 9, 2023, PCG exercised its call option under Section 12.4 of the Operating Agreement to purchase MSH's entire thirty-five percent (35%) membership interest in the Company at Fair Market Value (as defined in the Operating Agreement);

WHEREAS, a dispute arose between PCG and MSH regarding the proper valuation of the Assigned Interest, including, without limitation, disagreements concerning the appropriate capitalization rate, the treatment of certain capital expenditure reserves, and the allocation of value attributable to the Franchise Agreement, resulting in MSH filing a Demand for Arbitration with JAMS on March 20, 2023 (JAMS Ref. No. 1440032871) (the "Arbitration Proceeding");

WHEREAS, on May 20, 2024, following extensive arm's-length negotiations and with the benefit of independent counsel, PCG and MSH entered into that certain Redemption Agreement (the "Redemption Agreement"), providing for the redemption and purchase of the Assigned Interest by PCG at a negotiated redemption price of Fifty-Two Million Eight Hundred Fifty Thousand Dollars ($52,850,000) (the "Redemption Price"), which Redemption Price includes satisfaction in full of all accrued and unpaid preferred return owed to MSH under the Operating Agreement;

WHEREAS, on May 20, 2024, PCG and MSH (together with certain other parties identified therein) entered into that certain Mutual Release and Settlement Agreement (the "Release Agreement"), providing for the full and final release of all claims, counterclaims, causes of action, and demands between the Parties arising out of or relating to the Company, the Operating Agreement, the Arbitration Proceeding, and all related matters, and providing for the dismissal of the Arbitration Proceeding with prejudice;

WHEREAS, Gulf Atlantic National Bank ("GANB"), in its capacity as lender under that certain Loan Agreement dated August 1, 2017 (Loan No. CRE-2017-06284) (the "Loan Agreement"), between PGV, as borrower, and GANB, as lender, has provided its written consent, dated June 14, 2024, to the transfer of the Assigned Interest from MSH to PCG as required under Section 7.09 of the Loan Agreement and Section 5.2(c) of the related Pledge and Security Agreement (the "Lender Consent");

WHEREAS, this Assignment is being executed and delivered at closing pursuant to Section 3.2(a)(i) of the Redemption Agreement, and the execution and delivery of this Assignment is a condition precedent to the obligations of each Party to consummate the transactions contemplated by the Redemption Agreement; and

WHEREAS, the Parties desire to memorialize the irrevocable assignment of the Assigned Interest from MSH to PCG on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the payment of the Redemption Price, the mutual representations, warranties, covenants, and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each Party, the Parties agree as follows:

ARTICLE 1 — DEFINITIONS

Section 1.1 — Defined Terms. As used in this Assignment, the following terms shall have the meanings set forth below:

"Assigned Interest" means MSH's thirty-five percent (35%) membership interest in Palmetto Grand Ventures LLC, together with all of MSH's right, title, and interest in, to, and under the Operating Agreement, including, without limitation, (a) all economic rights (including, without limitation, rights to distributions, allocations of profits, losses, income, gain, deduction, and credit, and capital account balances), (b) all voting rights, (c) all consent rights, (d) all information rights, (e) all rights to participate in the management and affairs of the Company (to the extent provided under the Operating Agreement), and (f) all other rights, privileges, and interests of any kind or nature whatsoever appurtenant to or arising by virtue of MSH's status as a member of the Company, whether arising under the Operating Agreement, the Act, or otherwise.

"Company" means Palmetto Grand Ventures LLC, a Florida limited liability company, Florida Filing No. L17000124583, Employer Identification Number 82-5063921.

"Effective Date" has the meaning set forth in the preamble of this Assignment.

"Lender Consent" means the written consent of Gulf Atlantic National Bank to the transfer of the Assigned Interest, dated June 14, 2024.

"Operating Agreement" means the Operating Agreement of Palmetto Grand Ventures LLC, dated as of June 15, 2017, by and between PCG and MSH, as amended, supplemented, or otherwise modified from time to time prior to the date hereof.

"Redemption Agreement" means the Redemption Agreement, dated as of May 20, 2024, by and between PCG and MSH.

"Redemption Price" means Fifty-Two Million Eight Hundred Fifty Thousand Dollars ($52,850,000), constituting the aggregate consideration payable by PCG to MSH for the Assigned Interest pursuant to the Redemption Agreement.

"Release Agreement" means the Mutual Release and Settlement Agreement, dated as of May 20, 2024, by and between PCG, MSH, and the other parties identified therein.

Section 1.2 — Other Defined Terms. Capitalized terms used but not otherwise defined in this Assignment shall have the meanings ascribed to such terms in the Redemption Agreement or, if not defined therein, in the Operating Agreement. In the event of any conflict between the definitions set forth in this Assignment and those set forth in the Redemption Agreement, the definitions in this Assignment shall control for purposes of this Assignment.

Section 1.3 — Rules of Construction. Unless the context otherwise requires: (a) words in the singular include the plural and vice versa; (b) references to "Articles," "Sections," and "Exhibits" are to Articles, Sections, and Exhibits of this Assignment; (c) the words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation"; (d) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to this Assignment as a whole; and (e) references to any agreement or instrument mean such agreement or instrument as amended, supplemented, or otherwise modified from time to time.

ARTICLE 2 — ASSIGNMENT AND TRANSFER

Section 2.1 — Assignment. Effective as of the Effective Date, MSH hereby irrevocably assigns, transfers, conveys, sets over, and delivers to PCG, and PCG hereby accepts from MSH, all of MSH's right, title, and interest in and to the Assigned Interest, constituting a thirty-five percent (35%) membership interest in the Company. This assignment is absolute and unconditional and is not subject to any conditions subsequent. This assignment is made for and in consideration of the Redemption Price of Fifty-Two Million Eight Hundred Fifty Thousand Dollars ($52,850,000), the receipt and sufficiency of which is hereby acknowledged by MSH. MSH hereby confirms that it has received or is simultaneously herewith receiving payment of the Redemption Price by wire transfer of immediately available funds in accordance with the wire transfer instructions set forth in Exhibit B attached hereto and made a part hereof.

Section 2.2 — Free and Clear Transfer. The Assigned Interest is hereby transferred and conveyed to PCG free and clear of all liens, claims, charges, encumbrances, pledges, security interests, mortgages, deeds of trust, options, warrants, rights of first refusal, rights of first offer, put rights, call rights, preemptive rights, restrictions on transfer (other than those arising under applicable federal and state securities laws of general applicability), conditions, equities, adverse claims, assessments, and demands of any kind or nature whatsoever (collectively, "Encumbrances"). MSH represents and warrants that it has not previously assigned, pledged, hypothecated, granted a security interest in, or otherwise encumbered the Assigned Interest or any portion thereof, and that no person or entity other than MSH has any right, title, or interest in or to the Assigned Interest or any component thereof (other than such rights as PCG may have acquired pursuant to the exercise of the call option under Section 12.4 of the Operating Agreement).

Section 2.3 — Included Rights. The assignment effected by Section 2.1 includes, without limitation, the transfer and conveyance to PCG of the following:

(a) All of MSH's right to receive distributions from the Company, whether arising before, on, or after the Effective Date, except as otherwise expressly provided in Section 4.3 of the Redemption Agreement (which provides that certain distributions declared prior to the Effective Date with record dates prior to January 9, 2023 shall be deemed to have been satisfied through the Redemption Price);

(b) All of MSH's capital account balance in the Company, as reflected on the books and records of the Company as of the Effective Date;

(c) All of MSH's rights under the Operating Agreement, including, without limitation, all rights arising under Sections 4 (Capital Contributions and Capital Accounts), 5 (Allocations of Profits and Losses), 6 (Distributions), 7 (Management), 8 (Rights and Obligations of Members), 10 (Books, Records, and Reports), and 12 (Transfer of Membership Interests) thereof, and all other provisions of the Operating Agreement conferring rights upon MSH in its capacity as a member;

(d) All of MSH's accrued and unpaid preferred return under the Operating Agreement (which the Parties have stipulated, as of the Effective Date, to be Seventeen Million Ten Thousand Dollars ($17,010,000), and which has been satisfied in full as a component of the Redemption Price);

(e) All of MSH's consent rights, approval rights, and voting rights under the Operating Agreement, including, without limitation, all rights to consent to or approve Major Decisions (as defined in the Operating Agreement) and other actions requiring member approval; and

(f) All other rights, interests, and privileges of any kind appurtenant to or arising from MSH's ownership of the Assigned Interest, whether arising under the Operating Agreement, the Act, common law, or otherwise, whether known or unknown, accrued or contingent, matured or unmatured.

Section 2.4 — Assumption. PCG, as Assignee, hereby assumes all duties and obligations of MSH as a member of the Company arising from and after the Effective Date, including, without limitation, any obligations arising under the Operating Agreement that are attributable to the Assigned Interest from and after the Effective Date. For the avoidance of doubt, PCG does not assume, and shall not be deemed to have assumed, any duties, obligations, or liabilities of MSH (whether in its capacity as a member of the Company or otherwise) arising prior to the Effective Date, except to the extent expressly provided in the Redemption Agreement. Nothing in this Section 2.4 shall be construed to limit or modify the releases granted under the Release Agreement.

ARTICLE 3 — REPRESENTATIONS AND WARRANTIES OF ASSIGNOR

MSH hereby represents and warrants to PCG as follows, each such representation and warranty being made as of the Effective Date:

Section 3.1 — Organization and Good Standing. MSH is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. MSH is duly qualified and authorized to do business and is in good standing as a foreign limited liability company in the State of Florida. MSH has all requisite limited liability company power and authority to own, lease, and operate its properties and assets and to carry on its business as presently conducted.

Section 3.2 — Authority. MSH has full limited liability company power and authority to execute, deliver, and perform this Assignment and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Assignment by MSH have been duly authorized by all necessary limited liability company action on the part of MSH, including the approval of its Managing Member, Nathaniel Cordero, and its other member, Elena Cordero, in accordance with the operating agreement and certificate of formation of MSH. No further action, consent, or approval on the part of MSH, its members, its managers, or any other person or entity is required in connection with the execution, delivery, and performance of this Assignment by MSH. This Assignment has been duly executed and delivered by MSH and constitutes the legal, valid, and binding obligation of MSH, enforceable against MSH in accordance with its terms, subject only to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Section 3.3 — Ownership of Assigned Interest. MSH is the sole record and beneficial owner of the Assigned Interest, representing a thirty-five percent (35%) membership interest in the Company. MSH has good and marketable title to the Assigned Interest. MSH has the unrestricted right, power, and authority to transfer, assign, and deliver the Assigned Interest to PCG, and such transfer, assignment, and delivery will convey to PCG good and valid title to the Assigned Interest, free and clear of all Encumbrances.

Section 3.4 — No Encumbrances. The Assigned Interest is free and clear of all Encumbrances. No person or entity other than PCG has any right, option, warrant, call, commitment, or agreement to acquire, or any claim to, the Assigned Interest or any portion thereof. MSH has not entered into any agreement, arrangement, or understanding (whether written or oral) pursuant to which any person or entity has any right to acquire or claim any portion of the Assigned Interest.

Section 3.5 — No Conflicts. The execution, delivery, and performance of this Assignment by MSH, and the consummation of the transactions contemplated hereby, do not and will not: (a) conflict with, violate, or result in a breach of any provision of the certificate of formation or operating agreement (or equivalent organizational documents) of MSH; (b) conflict with, violate, or result in a breach of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or give rise to a right of termination, cancellation, acceleration, or modification of any obligation or to a loss of any benefit under, any agreement, contract, instrument, mortgage, lien, license, permit, franchise, order, judgment, decree, statute, law, ordinance, rule, or regulation applicable to MSH or to which MSH or the Assigned Interest is bound or subject; or (c) result in the creation or imposition of any Encumbrance upon the Assigned Interest.

Section 3.6 — Consents. All consents, approvals, authorizations, orders, filings, registrations, and qualifications of or with any court, governmental authority, regulatory body, or third party that are required for the valid execution, delivery, and performance of this Assignment by MSH and the consummation of the transactions contemplated hereby have been obtained or made. Without limiting the generality of the foregoing, MSH confirms that the following consents have been duly obtained: (a) the Lender Consent from Gulf Atlantic National Bank under Loan No. CRE-2017-06284; and (b) the consent of all members of MSH. True, correct, and complete copies of such consents have been delivered to PCG prior to the Effective Date.

Section 3.7 — No Litigation. Except for the Arbitration Proceeding (JAMS Ref. No. 1440032871), which is being dismissed with prejudice simultaneously herewith pursuant to the terms of the Release Agreement, there are no pending or, to the knowledge of MSH, threatened actions, suits, claims, arbitrations, investigations, or proceedings of any kind or nature whatsoever (whether at law or in equity, and whether civil, criminal, administrative, or otherwise) against MSH or any of its members, managers, officers, or agents that relate to or could affect the Assigned Interest, MSH's right to transfer the Assigned Interest, or MSH's ability to consummate the transactions contemplated by this Assignment. MSH is not subject to any outstanding order, writ, judgment, injunction, decree, stipulation, determination, or award of any court, governmental authority, or arbitral tribunal that would prevent or materially impair the consummation of the transactions contemplated by this Assignment.

ARTICLE 4 — REPRESENTATIONS AND WARRANTIES OF ASSIGNEE

PCG hereby represents and warrants to MSH as follows, each such representation and warranty being made as of the Effective Date:

Section 4.1 — Organization and Good Standing. PCG is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Florida. PCG has all requisite limited liability company power and authority to own, lease, and operate its properties and assets and to carry on its business as presently conducted.

Section 4.2 — Authority. PCG has full limited liability company power and authority to execute, deliver, and perform this Assignment and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Assignment by PCG have been duly authorized by all necessary limited liability company action on the part of PCG, including the authorization and approval of Dominic R. Pellegrino, in his capacity as Managing Member of PCG. No further action, consent, or approval on the part of PCG, its members, its managers, or any other person or entity is required in connection with the execution, delivery, and performance of this Assignment by PCG. This Assignment has been duly executed and delivered by PCG and constitutes the legal, valid, and binding obligation of PCG, enforceable against PCG in accordance with its terms, subject only to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Section 4.3 — Payment of Redemption Price. PCG has paid, or simultaneously herewith is paying, to MSH the full Redemption Price of Fifty-Two Million Eight Hundred Fifty Thousand Dollars ($52,850,000) by wire transfer of immediately available funds to the account designated by MSH in the wire transfer instructions set forth in Exhibit B attached hereto. The sources of funds for the payment of the Redemption Price are as follows: (a) Twenty-Two Million Dollars ($22,000,000) from PCG's existing cash reserves and available liquidity; and (b) Thirty Million Eight Hundred Fifty Thousand Dollars ($30,850,000) drawn on PGV's revolving credit facility with Gulf Atlantic National Bank under Loan No. CRE-2017-06284, as authorized by the Lender Consent and in accordance with the terms and conditions of the Loan Agreement. PCG represents and warrants that the draw on the revolving credit facility has been made in compliance with all applicable covenants, conditions, and requirements of the Loan Agreement and related loan documents, and that no default or event of default (as defined in the Loan Agreement) exists or will exist as a result of such draw or the consummation of the transactions contemplated by this Assignment.

ARTICLE 5 — EFFECT OF ASSIGNMENT

Section 5.1 — Admission as Sole Member. Upon the effectiveness of this Assignment, PCG shall hold a one hundred percent (100%) membership interest in the Company, and MSH shall cease to be a member of the Company in all respects. MSH shall have no further rights, interests, or obligations with respect to the Company or the Assigned Interest (except as otherwise expressly set forth in this Assignment, the Redemption Agreement, or the Release Agreement). From and after the Effective Date, PCG shall be the sole member and Manager of the Company, with all rights, powers, and authority attendant thereto under the Operating Agreement and the Act.

Section 5.2 — Amended and Restated Operating Agreement. The Parties acknowledge and agree that, following the effectiveness of this Assignment, the Operating Agreement shall be amended and restated in its entirety to reflect PCG as the sole member and Manager of the Company and to make such other modifications as PCG, in its sole discretion, deems appropriate to reflect the single-member structure of the Company. PCG intends to execute the Amended and Restated Operating Agreement of Palmetto Grand Ventures LLC on or about July 15, 2024. Until such time as the Amended and Restated Operating Agreement is executed, the existing Operating Agreement shall remain in effect, except that all references therein to MSH as a member shall be deemed to be of no further force or effect, and all rights and authority thereunder shall be vested solely in PCG. MSH shall have no obligation to execute or consent to the Amended and Restated Operating Agreement, and MSH's cooperation in connection therewith is not a condition to the effectiveness of this Assignment.

Section 5.3 — Capital Accounts. MSH's capital account in the Company, as maintained in accordance with the Operating Agreement and applicable provisions of Treasury Regulations Section 1.704-1(b)(2)(iv) promulgated under Section 704(b) of the Internal Revenue Code of 1986, as amended (the "Code"), shall be reduced to zero upon the effectiveness of this Assignment. PCG's capital account shall be adjusted in accordance with the Operating Agreement and the applicable provisions of the Treasury Regulations under Section 704(b) of the Code to reflect the acquisition of the Assigned Interest. The Company's tax matters partner (or partnership representative, as applicable, for taxable years beginning after December 31, 2017) shall cause the Company's books and records to be updated to reflect the capital account adjustments contemplated by this Section 5.3 as of the Effective Date.

Section 5.4 — Tax Treatment. The Parties intend that this Assignment shall be treated as a purchase and sale of MSH's membership interest in the Company for federal, state, and local income tax purposes and not as a liquidating distribution to MSH. Each Party agrees to report the transactions contemplated by this Assignment consistently with such treatment on all applicable tax returns, schedules, and information statements, and no Party shall take any position inconsistent therewith unless required by a final determination (within the meaning of Section 1313(a) of the Code) or by applicable law. The Parties shall cooperate with each other and with the Company in the preparation and timely filing of all tax returns, schedules, and information statements relating to the Company for the taxable year in which the Effective Date occurs, including, without limitation, (a) Schedule K-1 to IRS Form 1065 for the Company's taxable year ending on or including the Effective Date, (b) any election under Section 754 of the Code that PCG may elect to make or cause the Company to make, and (c) any required allocations of the Company's items of income, gain, loss, deduction, and credit between MSH and PCG for the taxable year in which the Effective Date occurs in accordance with Section 706(d) of the Code and the Treasury Regulations promulgated thereunder.

ARTICLE 6 — FURTHER ASSURANCES

Section 6.1 — General Obligation. Each Party agrees to execute and deliver, promptly upon the reasonable request of the other Party, such additional documents, instruments, conveyances, certificates, and assurances, and to take such further actions, as may be reasonably necessary or desirable to effectuate the transfer of the Assigned Interest contemplated by this Assignment, to confirm and perfect the title of PCG to the Assigned Interest, and to carry out the purposes and intent of this Assignment, the Redemption Agreement, and the Release Agreement.

Section 6.2 — Specific Cooperation Obligations. Without limiting the generality of Section 6.1, MSH agrees to cooperate with PCG and the Company in connection with each of the following, as applicable:

(a) Updating the books and records of the Company to reflect the transfer of the Assigned Interest and PCG's status as the sole member and Manager of the Company;

(b) Preparing and filing any amended articles of organization or other certificates with the Florida Department of State, Division of Corporations, as may be required to reflect the change in membership of the Company;

(c) Notifying Aurelian Hotels & Resorts Inc. of the transfer of the Assigned Interest, to the extent required under the Franchise Agreement dated July 15, 2017;

(d) Notifying Gulf Atlantic National Bank of the consummation of the transfer of the Assigned Interest, to the extent required under Loan No. CRE-2017-06284 and the related loan documents;

(e) Executing and delivering any UCC-3 termination statements or other releases as may be necessary to release any Encumbrances on the Assigned Interest, if any;

(f) Cooperating in connection with the preparation and filing of any tax returns, elections, or information statements as described in Section 5.4 hereof; and

(g) Executing and delivering such other documents, certificates, or instruments as may be reasonably requested by PCG's counsel, Calderwood & Harkness LLP, or by the Company's accountants, in connection with the consummation of the transactions contemplated hereby.

Section 6.3 — Expenses. Except as otherwise provided in the Redemption Agreement, each Party shall bear its own costs and expenses incurred in connection with the preparation, execution, and delivery of this Assignment and the other closing documents, including the fees and expenses of such Party's legal counsel, accountants, and other advisors.

ARTICLE 7 — INDEMNIFICATION

Section 7.1 — Indemnification by Assignor. MSH shall indemnify, defend, and hold harmless PCG, the Company, and their respective members, managers, officers, employees, agents, successors, and assigns (collectively, the "PCG Indemnified Parties") from and against any and all losses, claims, damages, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' fees and expenses, expert fees, and costs of investigation and litigation) (collectively, "Losses") arising out of or relating to: (a) any breach of, or inaccuracy in, any representation or warranty made by MSH in this Assignment; (b) any breach or nonperformance of any covenant, agreement, or obligation of MSH under this Assignment; or (c) any lien, encumbrance, claim, or adverse interest against or relating to the Assigned Interest that existed prior to the Effective Date or that arises from any act or omission of MSH occurring prior to the Effective Date.

Section 7.2 — Indemnification by Assignee. PCG shall indemnify, defend, and hold harmless MSH and its members, managers, officers, employees, agents, successors, and assigns (collectively, the "MSH Indemnified Parties") from and against any and all Losses arising out of or relating to: (a) any breach of, or inaccuracy in, any representation or warranty made by PCG in this Assignment; (b) any breach or nonperformance of any covenant, agreement, or obligation of PCG under this Assignment; or (c) any obligation or liability of a member of the Company arising from and after the Effective Date that is attributable to the Assigned Interest.

Section 7.3 — Survival. The representations, warranties, covenants, and indemnification obligations contained in this Assignment shall survive the execution and delivery of this Assignment and the consummation of the transactions contemplated hereby for a period of twelve (12) months following the Effective Date; provided, however, that (a) the representations and warranties of MSH set forth in Section 3.2 (Authority), Section 3.3 (Ownership of Assigned Interest), and Section 3.4 (No Encumbrances) and the representations and warranties of PCG set forth in Section 4.2 (Authority) shall survive indefinitely, and (b) indemnification claims that are asserted in writing with reasonable particularity prior to the expiration of the applicable survival period shall survive until final resolution of such claims. The indemnification obligations set forth in this Article 7 are in addition to, and not in limitation of, any other rights or remedies available to the Parties under the Redemption Agreement, the Release Agreement, or applicable law.

ARTICLE 8 — MISCELLANEOUS

Section 8.1 — Governing Law. This Assignment shall be governed by, and construed and enforced in accordance with, the laws of the State of Florida, without regard to principles of conflicts of law that would require the application of the laws of any other jurisdiction. The Parties acknowledge and agree that the Company is a Florida limited liability company governed by the Florida Revised Limited Liability Company Act, Chapter 605, Florida Statutes, and that the provisions of the Act shall apply to the extent not inconsistent with the terms of this Assignment and the Operating Agreement.

Section 8.2 — Dispute Resolution. Any dispute, claim, or controversy arising out of or relating to this Assignment, or the breach, termination, enforcement, interpretation, or validity thereof (including the determination of the scope or applicability of this agreement to arbitrate), shall be determined by binding arbitration administered by JAMS in accordance with its Comprehensive Arbitration Rules and Procedures then in effect. The arbitration shall be conducted by a single arbitrator mutually selected by the Parties (or, if the Parties are unable to agree, appointed by JAMS in accordance with its rules). The seat of arbitration shall be Jacksonville, Florida, consistent with Section 15.2 of the Operating Agreement. The arbitrator shall have the authority to grant any remedy or relief that a court of competent jurisdiction could grant, including injunctive or other equitable relief. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The prevailing Party in any such arbitration shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing Party, as determined by the arbitrator.

Section 8.3 — Entire Agreement. This Assignment, together with the Redemption Agreement, the Release Agreement, and the other documents and instruments executed and delivered at closing in connection with the Redemption Agreement (collectively, the "Closing Documents"), constitutes the entire agreement between the Parties with respect to the subject matter hereof and thereof, and supersedes all prior and contemporaneous negotiations, discussions, representations, understandings, agreements, and arrangements (whether written or oral) between the Parties relating to the subject matter hereof. No Party has relied on any representation, warranty, or agreement of the other Party not expressly set forth in this Assignment or the other Closing Documents.

Section 8.4 — Amendment. This Assignment may not be amended, modified, supplemented, or waived except by a written instrument duly executed by both MSH and PCG. No oral statement, course of dealing, or course of performance shall operate to amend or modify this Assignment.

Section 8.5 — Severability. If any provision of this Assignment is held to be illegal, invalid, or unenforceable under any present or future law, rule, or regulation, such provision shall be fully severable, and this Assignment shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof. The remaining provisions of this Assignment shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance herefrom. Furthermore, in lieu of such illegal, invalid, or unenforceable provision, there shall be added automatically as a part of this Assignment a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible that is legal, valid, and enforceable.

Section 8.6 — Successors and Assigns. This Assignment shall be binding upon and shall inure to the benefit of the Parties and their respective successors, assigns, heirs, executors, administrators, and legal representatives. Neither Party may assign its rights or delegate its obligations under this Assignment without the prior written consent of the other Party, except that PCG may assign its rights under this Assignment to any affiliate of PCG without the consent of MSH.

Section 8.7 — Counterparts. This Assignment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Assignment by electronic transmission (including by means of a portable document format (.pdf) file or other electronic imaging means) shall be as effective as delivery of an originally executed counterpart.

Section 8.8 — Notices. All notices, requests, demands, consents, and other communications required or permitted under this Assignment shall be in writing and shall be deemed duly given upon the earliest to occur of: (a) actual receipt by the Party to whom such notice is directed; (b) upon delivery by hand or by nationally recognized overnight courier service; or (c) upon sending by certified or registered mail, return receipt requested, postage prepaid. Such notices shall be addressed as follows:

If to MSH:

Meridian Shores Hospitality LLC 220 Royal Palm Way, Suite 300 Palm Beach, Florida 33480

Attention: Nathaniel Cordero, Managing Member

Email: ncordero@meridianshoreshospitality.com

With a copy to (which shall not constitute notice):

Hargrove, Dunlap & Castillo LLP 1395 Brickell Avenue, Suite 3100 Miami, Florida 33131

Attention: Victoria Castillo, Esq.

Email: vcastillo@hdclaw.com

If to PCG:

Pellegrino Capital Group LLC 1900 Bayshore Boulevard, Suite 1400 Tampa, Florida 33606

Attention: Dominic R. Pellegrino, Managing Member

Email: dpellegrino@pellegrinocapital.com

With a copy to (which shall not constitute notice):

Calderwood & Harkness LLP 801 Brickell Avenue, Suite 2800 Miami, Florida 33131

Attention: Francesca Morano, Esq.

Email: fmorano@calderwoodharkness.com

Either Party may change its address for purposes of this Section 8.8 by delivering written notice of such change to the other Party in accordance with this Section 8.8.

Section 8.9 — Waiver. No failure or delay by any Party in exercising any right, power, or privilege under this Assignment shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. No waiver of any provision of this Assignment shall be effective unless made in writing and signed by the waiving Party. No waiver of any provision of this Assignment shall constitute a continuing waiver or a waiver of any other provision of this Assignment.

Section 8.10 — Headings. The headings of the Articles, Sections, and subsections of this Assignment are inserted for convenience of reference only and shall not affect the meaning, interpretation, or construction of this Assignment.

[Remainder of this page intentionally left blank. Signature pages follow.]

SIGNATURE PAGE TO ASSIGNMENT OF MEMBERSHIP INTEREST

IN WITNESS WHEREOF, the Parties have executed this Assignment of Membership Interest as of the date first written above.

ASSIGNOR:

MERIDIAN SHORES HOSPITALITY LLC, a Delaware limited liability company

By: ________

Name: Nathaniel Cordero

Title: Managing Member

Date: June 28, 2024

SIGNATURE PAGE TO ASSIGNMENT OF MEMBERSHIP INTEREST

ASSIGNEE:

PELLEGRINO CAPITAL GROUP LLC, a Florida limited liability company

By: ________

Name: Dominic R. Pellegrino

Title: Managing Member

Date: June 28, 2024

ACKNOWLEDGMENT AND CONSENT OF THE COMPANY

The undersigned, Palmetto Grand Ventures LLC, a Florida limited liability company, hereby acknowledges receipt of the foregoing Assignment of Membership Interest, dated as of June 28, 2024 (the "Assignment"), by and between Meridian Shores Hospitality LLC, as Assignor, and Pellegrino Capital Group LLC, as Assignee, and hereby:

1. Consents to the transfer of the Assigned Interest (as defined in the Assignment) from Meridian Shores Hospitality LLC to Pellegrino Capital Group LLC, effective as of the Effective Date;

2. Confirms that, upon the effectiveness of the Assignment, Pellegrino Capital Group LLC shall hold a one hundred percent (100%) membership interest in Palmetto Grand Ventures LLC, and Meridian Shores Hospitality LLC shall cease to be a member of Palmetto Grand Ventures LLC in all respects;

3. Agrees to promptly update its books, records, and membership register to reflect Pellegrino Capital Group LLC as the sole holder of a one hundred percent (100%) membership interest in Palmetto Grand Ventures LLC; and

4. Agrees to take such other actions as may be reasonably necessary to effectuate the transfer of the Assigned Interest and the purposes of the Assignment, including, without limitation, the filing of any amended articles of organization or other certificates with the Florida Department of State, Division of Corporations, as required.

PALMETTO GRAND VENTURES LLC, a Florida limited liability company

By: Pellegrino Capital Group LLC, its Manager

By: ________

Name: Dominic R. Pellegrino

Title: Managing Member of Pellegrino Capital Group LLC

Date: June 28, 2024

EXHIBIT A

DESCRIPTION OF ASSIGNED INTEREST

Pre-Closing Ownership Structure:

Post-Closing Ownership Structure:

Principal Asset of the Company:

The Palmetto Grand Resort & Spa, a 312-room luxury beachfront hotel located at 650 Mandalay Avenue, Clearwater Beach, Florida 33767, operated under a franchise agreement with Aurelian Hotels & Resorts Inc. dated July 15, 2017.

Capital Account and Contribution Information — Meridian Shores Hospitality LLC:

Redemption Price: $52,850,000

EXHIBIT B

FORM OF WIRE TRANSFER INSTRUCTIONS

The following wire transfer instructions are provided by Meridian Shores Hospitality LLC for the payment of the Redemption Price of Fifty-Two Million Eight Hundred Fifty Thousand Dollars ($52,850,000) by wire transfer of immediately available funds on June 28, 2024:

The wire transfer instructions set forth above are to be completed and delivered by Meridian Shores Hospitality LLC to Pellegrino Capital Group LLC no later than three (3) business days prior to the Effective Date, in accordance with Section 3.1(b) of the Redemption Agreement. The payment of the Redemption Price shall be made by wire transfer of immediately available funds to the account designated above. Meridian Shores Hospitality LLC shall be solely responsible for verifying the accuracy of the foregoing wire transfer instructions and shall bear all risk of loss arising from any error or omission in such instructions.

[End of Exhibit B]

Item	Description
Entity Name	Palmetto Grand Ventures LLC
Entity Type	Florida limited liability company
Florida Filing No.	L17000124583
EIN	82-5063921
Registered Office	1900 Bayshore Boulevard, Suite 1400, Tampa, Florida 33606
Governing Agreement	Operating Agreement of Palmetto Grand Ventures LLC, dated June 15, 2017
Membership Interest Being Assigned	35% (thirty-five percent)
Member	Membership Interest
Pellegrino Capital Group LLC (Manager)	65%
Meridian Shores Hospitality LLC	35%
Total	100%
Member	Membership Interest
Pellegrino Capital Group LLC (Sole Member and Manager)	100%
Total	100%
Item	Amount
MSH Total Capital Contributions	$18,505,000
— Acquisition Capital Contribution	$10,000,000
— Renovation Capital Contributions	$8,505,000
MSH Capital Account Balance	As reflected on the books and records of the Company as of the Effective Date (to be adjusted to zero upon closing in accordance with Section 5.3 of the Assignment)
Accrued Preferred Return (Stipulated)	$17,010,000 (satisfied in full as a component of the Redemption Price)
Field	Detail
Bank Name	________
Bank Address	________
ABA Routing Number	________

SWIFT Code (if applicable)	________
Account Number	________
Account Name	________
Reference Line	PGV Redemption — MSH 35% Interest — June 28, 2024

ASSIGNMENT OF MEMBERSHIP INTEREST
Palmetto Grand Ventures LLC — 35% Membership Interest
Effective as of June 28, 2024
This Assignment of Membership Interest (this "Assignment") is made and entered into as of June 28, 2024 (the "Effective Date"), by and between:
ASSIGNOR:
Meridian Shores Hospitality LLC, a Delaware limited liability company ("Assignor" or "MSH"), with its principal office at 220 Royal Palm Way, Suite 300, Palm Beach, Florida 33480;
ASSIGNEE:
Pellegrino Capital Group LLC, a Florida limited liability company ("Assignee" or "PCG"), with its principal office at 1900 Bayshore Boulevard, Suite 1400, Tampa, Florida 33606;
with reference to the following:
COMPANY:
Palmetto Grand Ventures LLC, a Florida limited liability company (the "Company" or "PGV"), Florida Filing No. L17000124583, with its registered office at 1900 Bayshore Boulevard, Suite 1400, Tampa, Florida 33606, Employer Identification Number 82-5063921.
MSH and PCG are each referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, the Company was formed on June 15, 2017 as a Florida limited liability company pursuant to the Florida Revised Limited Liability Company Act, Chapter 605, Florida Statutes (the "Act"), and is governed by that certain Operating Agreement of Palmetto Grand Ventures LLC, dated as of June 15, 2017 (as amended, supplemented, or otherwise modified from time to time, the "Operating Agreement" or "OA"), entered into by and between PCG and MSH as the sole members of the Company;
WHEREAS, the Company was formed for the purpose of the acquisition, renovation, and operation of The Palmetto Grand Resort & Spa, a 312-room luxury beachfront hotel located at 650 Mandalay Avenue, Clearwater Beach, Florida 33767 (the "Property"), which hotel is managed and operated under a franchise agreement with Aurelian Hotels & Resorts Inc. dated July 15, 2017 (the "Franchise Agreement");
WHEREAS, under the Operating Agreement, PCG holds a sixty-five percent (65%) membership interest in the Company and MSH holds a thirty-five percent (35%) membership interest in the Company (the "Assigned Interest"), with PCG serving as the sole Manager of the Company;
WHEREAS, on January 9, 2023, PCG exercised its call option under Section 12.4 of the Operating Agreement to purchase MSH's entire thirty-five percent (35%) membership interest in the Company at Fair Market Value (as defined in the Operating Agreement);
WHEREAS, a dispute arose between PCG and MSH regarding the proper valuation of the Assigned Interest, including, without limitation, disagreements concerning the appropriate capitalization rate, the treatment of certain capital expenditure reserves, and the allocation of value attributable to the Franchise Agreement, resulting in MSH filing a Demand for Arbitration with JAMS on March 20, 2023 (JAMS Ref. No. 1440032871) (the "Arbitration Proceeding");
WHEREAS, on May 20, 2024, following extensive arm's-length negotiations and with the benefit of independent counsel, PCG and MSH entered into that certain Redemption Agreement (the "Redemption Agreement"), providing for the redemption and purchase of the Assigned Interest by PCG at a negotiated redemption price of Fifty-Two Million Eight Hundred Fifty Thousand Dollars ($52,850,000) (the "Redemption Price"), which Redemption Price includes satisfaction in full of all accrued and unpaid preferred return owed to MSH under the Operating Agreement;
WHEREAS, on May 20, 2024, PCG and MSH (together with certain other parties identified therein) entered into that certain Mutual Release and Settlement Agreement (the "Release Agreement"), providing for the full and final release of all claims, counterclaims, causes of action, and demands between the Parties arising out of or relating to the Company, the Operating Agreement, the Arbitration Proceeding, and all related matters, and providing for the dismissal of the Arbitration Proceeding with prejudice;
WHEREAS, Gulf Atlantic National Bank ("GANB"), in its capacity as lender under that certain Loan Agreement dated August 1, 2017 (Loan No. CRE-2017-06284) (the "Loan Agreement"), between PGV, as borrower, and GANB, as lender, has provided its written consent, dated June 14, 2024, to the transfer of the Assigned Interest from MSH to PCG as required under Section 7.09 of the Loan Agreement and Section 5.2(c) of the related Pledge and Security Agreement (the "Lender Consent");
WHEREAS, this Assignment is being executed and delivered at closing pursuant to Section 3.2(a)(i) of the Redemption Agreement, and the execution and delivery of this Assignment is a condition precedent to the obligations of each Party to consummate the transactions contemplated by the Redemption Agreement; and
WHEREAS, the Parties desire to memorialize the irrevocable assignment of the Assigned Interest from MSH to PCG on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the payment of the Redemption Price, the mutual representations, warranties, covenants, and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each Party, the Parties agree as follows:
ARTICLE 1 — DEFINITIONS
Section 1.1 — Defined Terms. As used in this Assignment, the following terms shall have the meanings set forth below:
"Assigned Interest" means MSH's thirty-five percent (35%) membership interest in Palmetto Grand Ventures LLC, together with all of MSH's right, title, and interest in, to, and under the Operating Agreement, including, without limitation, (a) all economic rights (including, without limitation, rights to distributions, allocations of profits, losses, income, gain, deduction, and credit, and capital account balances), (b) all voting rights, (c) all consent rights, (d) all information rights, (e) all rights to participate in the management and affairs of the Company (to the extent provided under the Operating Agreement), and (f) all other rights, privileges, and interests of any kind or nature whatsoever appurtenant to or arising by virtue of MSH's status as a member of the Company, whether arising under the Operating Agreement, the Act, or otherwise.
"Company" means Palmetto Grand Ventures LLC, a Florida limited liability company, Florida Filing No. L17000124583, Employer Identification Number 82-5063921.
"Effective Date" has the meaning set forth in the preamble of this Assignment.
"Lender Consent" means the written consent of Gulf Atlantic National Bank to the transfer of the Assigned Interest, dated June 14, 2024.
"Operating Agreement" means the Operating Agreement of Palmetto Grand Ventures LLC, dated as of June 15, 2017, by and between PCG and MSH, as amended, supplemented, or otherwise modified from time to time prior to the date hereof.
"Redemption Agreement" means the Redemption Agreement, dated as of May 20, 2024, by and between PCG and MSH.
"Redemption Price" means Fifty-Two Million Eight Hundred Fifty Thousand Dollars ($52,850,000), constituting the aggregate consideration payable by PCG to MSH for the Assigned Interest pursuant to the Redemption Agreement.
"Release Agreement" means the Mutual Release and Settlement Agreement, dated as of May 20, 2024, by and between PCG, MSH, and the other parties identified therein.
Section 1.2 — Other Defined Terms. Capitalized terms used but not otherwise defined in this Assignment shall have the meanings ascribed to such terms in the Redemption Agreement or, if not defined therein, in the Operating Agreement. In the event of any conflict between the definitions set forth in this Assignment and those set forth in the Redemption Agreement, the definitions in this Assignment shall control for purposes of this Assignment.
Section 1.3 — Rules of Construction. Unless the context otherwise requires: (a) words in the singular include the plural and vice versa; (b) references to "Articles," "Sections," and "Exhibits" are to Articles, Sections, and Exhibits of this Assignment; (c) the words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation"; (d) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to this Assignment as a whole; and (e) references to any agreement or instrument mean such agreement or instrument as amended, supplemented, or otherwise modified from time to time.
ARTICLE 2 — ASSIGNMENT AND TRANSFER
Section 2.1 — Assignment. Effective as of the Effective Date, MSH hereby irrevocably assigns, transfers, conveys, sets over, and delivers to PCG, and PCG hereby accepts from MSH, all of MSH's right, title, and interest in and to the Assigned Interest, constituting a thirty-five percent (35%) membership interest in the Company. This assignment is absolute and unconditional and is not subject to any conditions subsequent. This assignment is made for and in consideration of the Redemption Price of Fifty-Two Million Eight Hundred Fifty Thousand Dollars ($52,850,000), the receipt and sufficiency of which is hereby acknowledged by MSH. MSH hereby confirms that it has received or is simultaneously herewith receiving payment of the Redemption Price by wire transfer of immediately available funds in accordance with the wire transfer instructions set forth in Exhibit B attached hereto and made a part hereof.
Section 2.2 — Free and Clear Transfer. The Assigned Interest is hereby transferred and conveyed to PCG free and clear of all liens, claims, charges, encumbrances, pledges, security interests, mortgages, deeds of trust, options, warrants, rights of first refusal, rights of first offer, put rights, call rights, preemptive rights, restrictions on transfer (other than those arising under applicable federal and state securities laws of general applicability), conditions, equities, adverse claims, assessments, and demands of any kind or nature whatsoever (collectively, "Encumbrances"). MSH represents and warrants that it has not previously assigned, pledged, hypothecated, granted a security interest in, or otherwise encumbered the Assigned Interest or any portion thereof, and that no person or entity other than MSH has any right, title, or interest in or to the Assigned Interest or any component thereof (other than such rights as PCG may have acquired pursuant to the exercise of the call option under Section 12.4 of the Operating Agreement).
Section 2.3 — Included Rights. The assignment effected by Section 2.1 includes, without limitation, the transfer and conveyance to PCG of the following:
(a) All of MSH's right to receive distributions from the Company, whether arising before, on, or after the Effective Date, except as otherwise expressly provided in Section 4.3 of the Redemption Agreement (which provides that certain distributions declared prior to the Effective Date with record dates prior to January 9, 2023 shall be deemed to have been satisfied through the Redemption Price);
(b) All of MSH's capital account balance in the Company, as reflected on the books and records of the Company as of the Effective Date;
(c) All of MSH's rights under the Operating Agreement, including, without limitation, all rights arising under Sections 4 (Capital Contributions and Capital Accounts), 5 (Allocations of Profits and Losses), 6 (Distributions), 7 (Management), 8 (Rights and Obligations of Members), 10 (Books, Records, and Reports), and 12 (Transfer of Membership Interests) thereof, and all other provisions of the Operating Agreement conferring rights upon MSH in its capacity as a member;
(d) All of MSH's accrued and unpaid preferred return under the Operating Agreement (which the Parties have stipulated, as of the Effective Date, to be Seventeen Million Ten Thousand Dollars ($17,010,000), and which has been satisfied in full as a component of the Redemption Price);
(e) All of MSH's consent rights, approval rights, and voting rights under the Operating Agreement, including, without limitation, all rights to consent to or approve Major Decisions (as defined in the Operating Agreement) and other actions requiring member approval; and
(f) All other rights, interests, and privileges of any kind appurtenant to or arising from MSH's ownership of the Assigned Interest, whether arising under the Operating Agreement, the Act, common law, or otherwise, whether known or unknown, accrued or contingent, matured or unmatured.
Section 2.4 — Assumption. PCG, as Assignee, hereby assumes all duties and obligations of MSH as a member of the Company arising from and after the Effective Date, including, without limitation, any obligations arising under the Operating Agreement that are attributable to the Assigned Interest from and after the Effective Date. For the avoidance of doubt, PCG does not assume, and shall not be deemed to have assumed, any duties, obligations, or liabilities of MSH (whether in its capacity as a member of the Company or otherwise) arising prior to the Effective Date, except to the extent expressly provided in the Redemption Agreement. Nothing in this Section 2.4 shall be construed to limit or modify the releases granted under the Release Agreement.
ARTICLE 3 — REPRESENTATIONS AND WARRANTIES OF ASSIGNOR
MSH hereby represents and warrants to PCG as follows, each such representation and warranty being made as of the Effective Date:
Section 3.1 — Organization and Good Standing. MSH is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. MSH is duly qualified and authorized to do business and is in good standing as a foreign limited liability company in the State of Florida. MSH has all requisite limited liability company power and authority to own, lease, and operate its properties and assets and to carry on its business as presently conducted.
Section 3.2 — Authority. MSH has full limited liability company power and authority to execute, deliver, and perform this Assignment and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Assignment by MSH have been duly authorized by all necessary limited liability company action on the part of MSH, including the approval of its Managing Member, Nathaniel Cordero, and its other member, Elena Cordero, in accordance with the operating agreement and certificate of formation of MSH. No further action, consent, or approval on the part of MSH, its members, its managers, or any other person or entity is required in connection with the execution, delivery, and performance of this Assignment by MSH. This Assignment has been duly executed and delivered by MSH and constitutes the legal, valid, and binding obligation of MSH, enforceable against MSH in accordance with its terms, subject only to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
Section 3.3 — Ownership of Assigned Interest. MSH is the sole record and beneficial owner of the Assigned Interest, representing a thirty-five percent (35%) membership interest in the Company. MSH has good and marketable title to the Assigned Interest. MSH has the unrestricted right, power, and authority to transfer, assign, and deliver the Assigned Interest to PCG, and such transfer, assignment, and delivery will convey to PCG good and valid title to the Assigned Interest, free and clear of all Encumbrances.
Section 3.4 — No Encumbrances. The Assigned Interest is free and clear of all Encumbrances. No person or entity other than PCG has any right, option, warrant, call, commitment, or agreement to acquire, or any claim to, the Assigned Interest or any portion thereof. MSH has not entered into any agreement, arrangement, or understanding (whether written or oral) pursuant to which any person or entity has any right to acquire or claim any portion of the Assigned Interest.
Section 3.5 — No Conflicts. The execution, delivery, and performance of this Assignment by MSH, and the consummation of the transactions contemplated hereby, do not and will not: (a) conflict with, violate, or result in a breach of any provision of the certificate of formation or operating agreement (or equivalent organizational documents) of MSH; (b) conflict with, violate, or result in a breach of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or give rise to a right of termination, cancellation, acceleration, or modification of any obligation or to a loss of any benefit under, any agreement, contract, instrument, mortgage, lien, license, permit, franchise, order, judgment, decree, statute, law, ordinance, rule, or regulation applicable to MSH or to which MSH or the Assigned Interest is bound or subject; or (c) result in the creation or imposition of any Encumbrance upon the Assigned Interest.
Section 3.6 — Consents. All consents, approvals, authorizations, orders, filings, registrations, and qualifications of or with any court, governmental authority, regulatory body, or third party that are required for the valid execution, delivery, and performance of this Assignment by MSH and the consummation of the transactions contemplated hereby have been obtained or made. Without limiting the generality of the foregoing, MSH confirms that the following consents have been duly obtained: (a) the Lender Consent from Gulf Atlantic National Bank under Loan No. CRE-2017-06284; and (b) the consent of all members of MSH. True, correct, and complete copies of such consents have been delivered to PCG prior to the Effective Date.
Section 3.7 — No Litigation. Except for the Arbitration Proceeding (JAMS Ref. No. 1440032871), which is being dismissed with prejudice simultaneously herewith pursuant to the terms of the Release Agreement, there are no pending or, to the knowledge of MSH, threatened actions, suits, claims, arbitrations, investigations, or proceedings of any kind or nature whatsoever (whether at law or in equity, and whether civil, criminal, administrative, or otherwise) against MSH or any of its members, managers, officers, or agents that relate to or could affect the Assigned Interest, MSH's right to transfer the Assigned Interest, or MSH's ability to consummate the transactions contemplated by this Assignment. MSH is not subject to any outstanding order, writ, judgment, injunction, decree, stipulation, determination, or award of any court, governmental authority, or arbitral tribunal that would prevent or materially impair the consummation of the transactions contemplated by this Assignment.
ARTICLE 4 — REPRESENTATIONS AND WARRANTIES OF ASSIGNEE
PCG hereby represents and warrants to MSH as follows, each such representation and warranty being made as of the Effective Date:
Section 4.1 — Organization and Good Standing. PCG is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Florida. PCG has all requisite limited liability company power and authority to own, lease, and operate its properties and assets and to carry on its business as presently conducted.
Section 4.2 — Authority. PCG has full limited liability company power and authority to execute, deliver, and perform this Assignment and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Assignment by PCG have been duly authorized by all necessary limited liability company action on the part of PCG, including the authorization and approval of Dominic R. Pellegrino, in his capacity as Managing Member of PCG. No further action, consent, or approval on the part of PCG, its members, its managers, or any other person or entity is required in connection with the execution, delivery, and performance of this Assignment by PCG. This Assignment has been duly executed and delivered by PCG and constitutes the legal, valid, and binding obligation of PCG, enforceable against PCG in accordance with its terms, subject only to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
Section 4.3 — Payment of Redemption Price. PCG has paid, or simultaneously herewith is paying, to MSH the full Redemption Price of Fifty-Two Million Eight Hundred Fifty Thousand Dollars ($52,850,000) by wire transfer of immediately available funds to the account designated by MSH in the wire transfer instructions set forth in Exhibit B attached hereto. The sources of funds for the payment of the Redemption Price are as follows: (a) Twenty-Two Million Dollars ($22,000,000) from PCG's existing cash reserves and available liquidity; and (b) Thirty Million Eight Hundred Fifty Thousand Dollars ($30,850,000) drawn on PGV's revolving credit facility with Gulf Atlantic National Bank under Loan No. CRE-2017-06284, as authorized by the Lender Consent and in accordance with the terms and conditions of the Loan Agreement. PCG represents and warrants that the draw on the revolving credit facility has been made in compliance with all applicable covenants, conditions, and requirements of the Loan Agreement and related loan documents, and that no default or event of default (as defined in the Loan Agreement) exists or will exist as a result of such draw or the consummation of the transactions contemplated by this Assignment.
ARTICLE 5 — EFFECT OF ASSIGNMENT
Section 5.1 — Admission as Sole Member. Upon the effectiveness of this Assignment, PCG shall hold a one hundred percent (100%) membership interest in the Company, and MSH shall cease to be a member of the Company in all respects. MSH shall have no further rights, interests, or obligations with respect to the Company or the Assigned Interest (except as otherwise expressly set forth in this Assignment, the Redemption Agreement, or the Release Agreement). From and after the Effective Date, PCG shall be the sole member and Manager of the Company, with all rights, powers, and authority attendant thereto under the Operating Agreement and the Act.
Section 5.2 — Amended and Restated Operating Agreement. The Parties acknowledge and agree that, following the effectiveness of this Assignment, the Operating Agreement shall be amended and restated in its entirety to reflect PCG as the sole member and Manager of the Company and to make such other modifications as PCG, in its sole discretion, deems appropriate to reflect the single-member structure of the Company. PCG intends to execute the Amended and Restated Operating Agreement of Palmetto Grand Ventures LLC on or about July 15, 2024. Until such time as the Amended and Restated Operating Agreement is executed, the existing Operating Agreement shall remain in effect, except that all references therein to MSH as a member shall be deemed to be of no further force or effect, and all rights and authority thereunder shall be vested solely in PCG. MSH shall have no obligation to execute or consent to the Amended and Restated Operating Agreement, and MSH's cooperation in connection therewith is not a condition to the effectiveness of this Assignment.
Section 5.3 — Capital Accounts. MSH's capital account in the Company, as maintained in accordance with the Operating Agreement and applicable provisions of Treasury Regulations Section 1.704-1(b)(2)(iv) promulgated under Section 704(b) of the Internal Revenue Code of 1986, as amended (the "Code"), shall be reduced to zero upon the effectiveness of this Assignment. PCG's capital account shall be adjusted in accordance with the Operating Agreement and the applicable provisions of the Treasury Regulations under Section 704(b) of the Code to reflect the acquisition of the Assigned Interest. The Company's tax matters partner (or partnership representative, as applicable, for taxable years beginning after December 31, 2017) shall cause the Company's books and records to be updated to reflect the capital account adjustments contemplated by this Section 5.3 as of the Effective Date.
Section 5.4 — Tax Treatment. The Parties intend that this Assignment shall be treated as a purchase and sale of MSH's membership interest in the Company for federal, state, and local income tax purposes and not as a liquidating distribution to MSH. Each Party agrees to report the transactions contemplated by this Assignment consistently with such treatment on all applicable tax returns, schedules, and information statements, and no Party shall take any position inconsistent therewith unless required by a final determination (within the meaning of Section 1313(a) of the Code) or by applicable law. The Parties shall cooperate with each other and with the Company in the preparation and timely filing of all tax returns, schedules, and information statements relating to the Company for the taxable year in which the Effective Date occurs, including, without limitation, (a) Schedule K-1 to IRS Form 1065 for the Company's taxable year ending on or including the Effective Date, (b) any election under Section 754 of the Code that PCG may elect to make or cause the Company to make, and (c) any required allocations of the Company's items of income, gain, loss, deduction, and credit between MSH and PCG for the taxable year in which the Effective Date occurs in accordance with Section 706(d) of the Code and the Treasury Regulations promulgated thereunder.
ARTICLE 6 — FURTHER ASSURANCES
Section 6.1 — General Obligation. Each Party agrees to execute and deliver, promptly upon the reasonable request of the other Party, such additional documents, instruments, conveyances, certificates, and assurances, and to take such further actions, as may be reasonably necessary or desirable to effectuate the transfer of the Assigned Interest contemplated by this Assignment, to confirm and perfect the title of PCG to the Assigned Interest, and to carry out the purposes and intent of this Assignment, the Redemption Agreement, and the Release Agreement.
Section 6.2 — Specific Cooperation Obligations. Without limiting the generality of Section 6.1, MSH agrees to cooperate with PCG and the Company in connection with each of the following, as applicable:
(a) Updating the books and records of the Company to reflect the transfer of the Assigned Interest and PCG's status as the sole member and Manager of the Company;
(b) Preparing and filing any amended articles of organization or other certificates with the Florida Department of State, Division of Corporations, as may be required to reflect the change in membership of the Company;
(c) Notifying Aurelian Hotels & Resorts Inc. of the transfer of the Assigned Interest, to the extent required under the Franchise Agreement dated July 15, 2017;
(d) Notifying Gulf Atlantic National Bank of the consummation of the transfer of the Assigned Interest, to the extent required under Loan No. CRE-2017-06284 and the related loan documents;
(e) Executing and delivering any UCC-3 termination statements or other releases as may be necessary to release any Encumbrances on the Assigned Interest, if any;
(f) Cooperating in connection with the preparation and filing of any tax returns, elections, or information statements as described in Section 5.4 hereof; and
(g) Executing and delivering such other documents, certificates, or instruments as may be reasonably requested by PCG's counsel, Calderwood & Harkness LLP, or by the Company's accountants, in connection with the consummation of the transactions contemplated hereby.
Section 6.3 — Expenses. Except as otherwise provided in the Redemption Agreement, each Party shall bear its own costs and expenses incurred in connection with the preparation, execution, and delivery of this Assignment and the other closing documents, including the fees and expenses of such Party's legal counsel, accountants, and other advisors.
ARTICLE 7 — INDEMNIFICATION
Section 7.1 — Indemnification by Assignor. MSH shall indemnify, defend, and hold harmless PCG, the Company, and their respective members, managers, officers, employees, agents, successors, and assigns (collectively, the "PCG Indemnified Parties") from and against any and all losses, claims, damages, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' fees and expenses, expert fees, and costs of investigation and litigation) (collectively, "Losses") arising out of or relating to: (a) any breach of, or inaccuracy in, any representation or warranty made by MSH in this Assignment; (b) any breach or nonperformance of any covenant, agreement, or obligation of MSH under this Assignment; or (c) any lien, encumbrance, claim, or adverse interest against or relating to the Assigned Interest that existed prior to the Effective Date or that arises from any act or omission of MSH occurring prior to the Effective Date.
Section 7.2 — Indemnification by Assignee. PCG shall indemnify, defend, and hold harmless MSH and its members, managers, officers, employees, agents, successors, and assigns (collectively, the "MSH Indemnified Parties") from and against any and all Losses arising out of or relating to: (a) any breach of, or inaccuracy in, any representation or warranty made by PCG in this Assignment; (b) any breach or nonperformance of any covenant, agreement, or obligation of PCG under this Assignment; or (c) any obligation or liability of a member of the Company arising from and after the Effective Date that is attributable to the Assigned Interest.
Section 7.3 — Survival. The representations, warranties, covenants, and indemnification obligations contained in this Assignment shall survive the execution and delivery of this Assignment and the consummation of the transactions contemplated hereby for a period of twelve (12) months following the Effective Date; provided, however, that (a) the representations and warranties of MSH set forth in Section 3.2 (Authority), Section 3.3 (Ownership of Assigned Interest), and Section 3.4 (No Encumbrances) and the representations and warranties of PCG set forth in Section 4.2 (Authority) shall survive indefinitely, and (b) indemnification claims that are asserted in writing with reasonable particularity prior to the expiration of the applicable survival period shall survive until final resolution of such claims. The indemnification obligations set forth in this Article 7 are in addition to, and not in limitation of, any other rights or remedies available to the Parties under the Redemption Agreement, the Release Agreement, or applicable law.
ARTICLE 8 — MISCELLANEOUS
Section 8.1 — Governing Law. This Assignment shall be governed by, and construed and enforced in accordance with, the laws of the State of Florida, without regard to principles of conflicts of law that would require the application of the laws of any other jurisdiction. The Parties acknowledge and agree that the Company is a Florida limited liability company governed by the Florida Revised Limited Liability Company Act, Chapter 605, Florida Statutes, and that the provisions of the Act shall apply to the extent not inconsistent with the terms of this Assignment and the Operating Agreement.
Section 8.2 — Dispute Resolution. Any dispute, claim, or controversy arising out of or relating to this Assignment, or the breach, termination, enforcement, interpretation, or validity thereof (including the determination of the scope or applicability of this agreement to arbitrate), shall be determined by binding arbitration administered by JAMS in accordance with its Comprehensive Arbitration Rules and Procedures then in effect. The arbitration shall be conducted by a single arbitrator mutually selected by the Parties (or, if the Parties are unable to agree, appointed by JAMS in accordance with its rules). The seat of arbitration shall be Jacksonville, Florida, consistent with Section 15.2 of the Operating Agreement. The arbitrator shall have the authority to grant any remedy or relief that a court of competent jurisdiction could grant, including injunctive or other equitable relief. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The prevailing Party in any such arbitration shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing Party, as determined by the arbitrator.
Section 8.3 — Entire Agreement. This Assignment, together with the Redemption Agreement, the Release Agreement, and the other documents and instruments executed and delivered at closing in connection with the Redemption Agreement (collectively, the "Closing Documents"), constitutes the entire agreement between the Parties with respect to the subject matter hereof and thereof, and supersedes all prior and contemporaneous negotiations, discussions, representations, understandings, agreements, and arrangements (whether written or oral) between the Parties relating to the subject matter hereof. No Party has relied on any representation, warranty, or agreement of the other Party not expressly set forth in this Assignment or the other Closing Documents.
Section 8.4 — Amendment. This Assignment may not be amended, modified, supplemented, or waived except by a written instrument duly executed by both MSH and PCG. No oral statement, course of dealing, or course of performance shall operate to amend or modify this Assignment.
Section 8.5 — Severability. If any provision of this Assignment is held to be illegal, invalid, or unenforceable under any present or future law, rule, or regulation, such provision shall be fully severable, and this Assignment shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof. The remaining provisions of this Assignment shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance herefrom. Furthermore, in lieu of such illegal, invalid, or unenforceable provision, there shall be added automatically as a part of this Assignment a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible that is legal, valid, and enforceable.
Section 8.6 — Successors and Assigns. This Assignment shall be binding upon and shall inure to the benefit of the Parties and their respective successors, assigns, heirs, executors, administrators, and legal representatives. Neither Party may assign its rights or delegate its obligations under this Assignment without the prior written consent of the other Party, except that PCG may assign its rights under this Assignment to any affiliate of PCG without the consent of MSH.
Section 8.7 — Counterparts. This Assignment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Assignment by electronic transmission (including by means of a portable document format (.pdf) file or other electronic imaging means) shall be as effective as delivery of an originally executed counterpart.
Section 8.8 — Notices. All notices, requests, demands, consents, and other communications required or permitted under this Assignment shall be in writing and shall be deemed duly given upon the earliest to occur of: (a) actual receipt by the Party to whom such notice is directed; (b) upon delivery by hand or by nationally recognized overnight courier service; or (c) upon sending by certified or registered mail, return receipt requested, postage prepaid. Such notices shall be addressed as follows:
If to MSH:
Meridian Shores Hospitality LLC 220 Royal Palm Way, Suite 300 Palm Beach, Florida 33480
Attention: Nathaniel Cordero, Managing Member
Email: ncordero@meridianshoreshospitality.com
With a copy to (which shall not constitute notice):
Hargrove, Dunlap & Castillo LLP 1395 Brickell Avenue, Suite 3100 Miami, Florida 33131
Attention: Victoria Castillo, Esq.
Email: vcastillo@hdclaw.com
If to PCG:
Pellegrino Capital Group LLC 1900 Bayshore Boulevard, Suite 1400 Tampa, Florida 33606
Attention: Dominic R. Pellegrino, Managing Member
Email: dpellegrino@pellegrinocapital.com
With a copy to (which shall not constitute notice):
Calderwood & Harkness LLP 801 Brickell Avenue, Suite 2800 Miami, Florida 33131
Attention: Francesca Morano, Esq.
Email: fmorano@calderwoodharkness.com
Either Party may change its address for purposes of this Section 8.8 by delivering written notice of such change to the other Party in accordance with this Section 8.8.
Section 8.9 — Waiver. No failure or delay by any Party in exercising any right, power, or privilege under this Assignment shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. No waiver of any provision of this Assignment shall be effective unless made in writing and signed by the waiving Party. No waiver of any provision of this Assignment shall constitute a continuing waiver or a waiver of any other provision of this Assignment.
Section 8.10 — Headings. The headings of the Articles, Sections, and subsections of this Assignment are inserted for convenience of reference only and shall not affect the meaning, interpretation, or construction of this Assignment.
[Remainder of this page intentionally left blank. Signature pages follow.]
SIGNATURE PAGE TO ASSIGNMENT OF MEMBERSHIP INTEREST
IN WITNESS WHEREOF, the Parties have executed this Assignment of Membership Interest as of the date first written above.
ASSIGNOR:
MERIDIAN SHORES HOSPITALITY LLC, a Delaware limited liability company
By: ________
Name: Nathaniel Cordero
Title: Managing Member
Date: June 28, 2024
SIGNATURE PAGE TO ASSIGNMENT OF MEMBERSHIP INTEREST
ASSIGNEE:
PELLEGRINO CAPITAL GROUP LLC, a Florida limited liability company
By: ________
Name: Dominic R. Pellegrino
Title: Managing Member
Date: June 28, 2024
ACKNOWLEDGMENT AND CONSENT OF THE COMPANY
The undersigned, Palmetto Grand Ventures LLC, a Florida limited liability company, hereby acknowledges receipt of the foregoing Assignment of Membership Interest, dated as of June 28, 2024 (the "Assignment"), by and between Meridian Shores Hospitality LLC, as Assignor, and Pellegrino Capital Group LLC, as Assignee, and hereby:
1.  Consents to the transfer of the Assigned Interest (as defined in the Assignment) from Meridian Shores Hospitality LLC to Pellegrino Capital Group LLC, effective as of the Effective Date;
2.  Confirms that, upon the effectiveness of the Assignment, Pellegrino Capital Group LLC shall hold a one hundred percent (100%) membership interest in Palmetto Grand Ventures LLC, and Meridian Shores Hospitality LLC shall cease to be a member of Palmetto Grand Ventures LLC in all respects;
3.  Agrees to promptly update its books, records, and membership register to reflect Pellegrino Capital Group LLC as the sole holder of a one hundred percent (100%) membership interest in Palmetto Grand Ventures LLC; and
4.  Agrees to take such other actions as may be reasonably necessary to effectuate the transfer of the Assigned Interest and the purposes of the Assignment, including, without limitation, the filing of any amended articles of organization or other certificates with the Florida Department of State, Division of Corporations, as required.
PALMETTO GRAND VENTURES LLC, a Florida limited liability company
By: Pellegrino Capital Group LLC, its Manager
By: ________
Name: Dominic R. Pellegrino
Title: Managing Member of Pellegrino Capital Group LLC
Date: June 28, 2024
EXHIBIT A
DESCRIPTION OF ASSIGNED INTEREST
Pre-Closing Ownership Structure:
Post-Closing Ownership Structure:
Principal Asset of the Company:
The Palmetto Grand Resort & Spa, a 312-room luxury beachfront hotel located at 650 Mandalay Avenue, Clearwater Beach, Florida 33767, operated under a franchise agreement with Aurelian Hotels & Resorts Inc. dated July 15, 2017.
Capital Account and Contribution Information — Meridian Shores Hospitality LLC:
Redemption Price: $52,850,000
EXHIBIT B
FORM OF WIRE TRANSFER INSTRUCTIONS
The following wire transfer instructions are provided by Meridian Shores Hospitality LLC for the payment of the Redemption Price of Fifty-Two Million Eight Hundred Fifty Thousand Dollars ($52,850,000) by wire transfer of immediately available funds on June 28, 2024:
The wire transfer instructions set forth above are to be completed and delivered by Meridian Shores Hospitality LLC to Pellegrino Capital Group LLC no later than three (3) business days prior to the Effective Date, in accordance with Section 3.1(b) of the Redemption Agreement. The payment of the Redemption Price shall be made by wire transfer of immediately available funds to the account designated above. Meridian Shores Hospitality LLC shall be solely responsible for verifying the accuracy of the foregoing wire transfer instructions and shall bear all risk of loss arising from any error or omission in such instructions.
[End of Exhibit B]
Item | Description
Entity Name | Palmetto Grand Ventures LLC
Entity Type | Florida limited liability company
Florida Filing No. | L17000124583
EIN | 82-5063921
Registered Office | 1900 Bayshore Boulevard, Suite 1400, Tampa, Florida 33606
Governing Agreement | Operating Agreement of Palmetto Grand Ventures LLC, dated June 15, 2017
Membership Interest Being Assigned | 35% (thirty-five percent)
Member | Membership Interest
Pellegrino Capital Group LLC (Manager) | 65%
Meridian Shores Hospitality LLC | 35%
Total | 100%
Member | Membership Interest
Pellegrino Capital Group LLC (Sole Member and Manager) | 100%
Total | 100%
Item | Amount
MSH Total Capital Contributions | $18,505,000
— Acquisition Capital Contribution | $10,000,000
— Renovation Capital Contributions | $8,505,000
MSH Capital Account Balance | As reflected on the books and records of the Company as of the Effective Date (to be adjusted to zero upon closing in accordance with Section 5.3 of the Assignment)
Accrued Preferred Return (Stipulated) | $17,010,000 (satisfied in full as a component of the Redemption Price)
Field | Detail
Bank Name | ________
Bank Address | ________
ABA Routing Number | ________
SWIFT Code (if applicable) | ________
Account Number | ________
Account Name | ________
Reference Line | PGV Redemption — MSH 35% Interest — June 28, 2024

ASSIGNMENT OF MEMBERSHIP INTEREST

ASSIGNOR:

ASSIGNEE:

COMPANY:

RECITALS

SIGNATURE PAGE TO ASSIGNMENT OF MEMBERSHIP INTEREST

ASSIGNOR:

SIGNATURE PAGE TO ASSIGNMENT OF MEMBERSHIP INTEREST

ASSIGNEE:

ACKNOWLEDGMENT AND CONSENT OF THE COMPANY

EXHIBIT A

DESCRIPTION OF ASSIGNED INTEREST

EXHIBIT B

FORM OF WIRE TRANSFER INSTRUCTIONS

Record

Parties

Dates

Amounts