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REDEMPTION AGREEMENT

Dated as of May 20, 2024

by and between

PELLEGRINO CAPITAL GROUP LLC

and

MERIDIAN SHORES HOSPITALITY LLC

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REDEMPTION AGREEMENT

This REDEMPTION AGREEMENT (this "Agreement") is entered into as of May 20, 2024 (the "Effective Date"), by and between:

PELLEGRINO CAPITAL GROUP LLC, a Florida limited liability company (the "Purchaser" or "PCG"), with its principal office at 1900 Bayshore Boulevard, Suite 1400, Tampa, FL 33606;

and

MERIDIAN SHORES HOSPITALITY LLC, a Delaware limited liability company (the "Seller" or "MSH"), with its principal office at 220 Royal Palm Way, Suite 300, Palm Beach, FL 33480.

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

RECITALS

WHEREAS:

A. Palmetto Grand Ventures LLC ("PGV" or the "Company"), a Florida limited liability company (Florida Filing No. L17000124583, EIN 82-5063921), with its registered office at 1900 Bayshore Boulevard, Suite 1400, Tampa, FL 33606, was formed on June 15, 2017 pursuant to the Operating Agreement of Palmetto Grand Ventures LLC dated as of June 15, 2017 (the "Original Operating Agreement" or "OA"), by and between PCG and MSH, for the purposes and on the terms set forth therein;

B. 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, FL 33767 (the "Property"), which Property was acquired by the Company on August 1, 2017 for a purchase price of Eighty-Seven Million Five Hundred Thousand Dollars ($87,500,000), and which has since been renovated and continuously operated as a luxury hospitality asset;

C. Under the OA, 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 (MSH's interest, the "Redeemed Interest"). PCG serves as the sole Manager of the Company and has managed the day-to-day operations of the Company and the Property since the Company's formation;

D. The Property is managed under a franchise agreement with Aurelian Hotels & Resorts Inc. dated July 15, 2017 (the "Franchise Agreement"), pursuant to which the Property operates under the Aurelian brand and flag, with a term of twenty (20) years expiring July 14, 2037, and such Franchise Agreement remains in full force and effect as of the Effective Date;

E. The Company's real property and operations are encumbered by a loan from Gulf Atlantic National Bank ("GANB") pursuant to that certain Loan Agreement dated August 1, 2017 (Loan No. CRE-2017-06284), as amended from time to time (the "GANB Loan"), with an outstanding principal balance of approximately Forty-Eight Million Six Hundred Thousand Dollars ($48,600,000) as of December 31, 2022, bearing interest at a rate of SOFR plus 2.25% per annum (having been converted from LIBOR-based pricing in 2022), and maturing on August 1, 2027;

F. On January 9, 2023, PCG delivered written notice to MSH exercising its call option under Section 12.4 of the OA (the "Call Option") to purchase the Redeemed Interest at Fair Market Value (as defined in the OA), thereby initiating the redemption process contemplated by Article XII of the OA;

G. An appraisal divergence arose between the Parties in connection with the determination of Fair Market Value for the purposes of the Call Option. PCG's appraiser, Whitfield Realty Advisors LLC (Gerald K. Whitfield, MAI), determined a Fair Market Value of One Hundred Eighteen Million Dollars ($118,000,000) for one hundred percent (100%) of the Company's assets (before debt) as of December 31, 2022. MSH's appraiser, Beacon Valuation Group Inc. (Dr. Priya Ramanathan, CFA, ASA), determined a Fair Market Value of One Hundred Fifty-One Million Five Hundred Thousand Dollars ($151,500,000) for one hundred percent (100%) of the Company's assets (before debt) as of December 31, 2022. The divergence of approximately 28.4% exceeded the ten percent (10%) threshold under OA Section 12.4(c), thereby triggering the neutral third-appraiser mechanism set forth therein;

H. Based on its appraiser's determination of Fair Market Value, PCG tendered a buyout price of Forty-One Million Three Hundred Thousand Dollars ($41,300,000) to MSH on March 1, 2023, which MSH rejected on March 10, 2023. MSH demanded a buyout price of Seventy Million Dollars ($70,000,000), resulting in a valuation gap of Twenty-Eight Million Seven Hundred Thousand Dollars ($28,700,000) between the Parties' respective positions;

I. Following the failure to resolve the valuation dispute through the mechanisms set forth in the OA, MSH filed a Demand for Arbitration with JAMS on March 20, 2023 (JAMS Ref. No. 1440032871), asserting claims for breach of the OA, breach of fiduciary duty, and bad-faith exercise of the Call Option, among other claims. PCG filed its Response and Counterclaim on April 5, 2023, denying MSH's allegations and asserting counterclaims for declaratory relief and breach of the implied covenant of good faith and fair dealing. Hon. Margaret Liu Chen (Ret.) was appointed as the sole arbitrator in the proceeding on April 28, 2023 (collectively, the "Arbitration");

J. Pursuant to OA Section 12.4(c), the Parties jointly retained Linden Park Advisory LLC (Thomas Carraway, MAI, FRICS) as the neutral third appraiser to provide an independent determination of Fair Market Value. Linden Park Advisory LLC delivered a preliminary indication of value in the range of One Hundred Thirty Million Dollars ($130,000,000) to One Hundred Thirty-Eight Million Dollars ($138,000,000) for one hundred percent (100%) of the Company's assets (before debt) as of December 31, 2022, but its formal appraisal report was never finalized due to the Parties' subsequent entry into settlement negotiations;

K. Following extensive negotiations facilitated by their respective counsel, the Parties participated in two mediation sessions conducted by Raymond Alcazar of Alcazar Dispute Resolution LLC on February 12, 2024 and March 25, 2024, at the conclusion of which the Parties reached a framework agreement on the principal terms of a resolution. Thereafter, the Parties executed a binding Term Sheet on April 8, 2024 (the "Term Sheet"), setting forth the principal terms for the redemption of the Redeemed Interest and the settlement of all related disputes; and

L. The Parties desire to consummate the transactions contemplated by the Term Sheet and to resolve fully, finally, and irrevocably all disputes, claims, counterclaims, and causes of action between them in connection with the OA, the Call Option, the Arbitration, and all related matters, on the terms and conditions set forth herein.

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

ARTICLE I — DEFINITIONS

Section 1.1 — Defined Terms.

As used in this Agreement, the following terms shall have the meanings ascribed to them below. Capitalized terms used but not defined in this Section 1.1 shall have the meanings ascribed to them elsewhere in this Agreement or in the OA, as applicable.

"Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such Person. For purposes of this definition, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise, and the terms "controlled by" and "under common control with" shall have correlative meanings. Without limiting the generality of the foregoing, (a) with respect to PCG, "Affiliate" shall include any entity controlled by Dominic R. Pellegrino or Adriana Pellegrino-Voss, and (b) with respect to MSH, "Affiliate" shall include any entity controlled by Nathaniel Cordero or Elena Cordero.

"Agreement" means this Redemption Agreement, together with all Exhibits and Schedules attached hereto, as the same may be amended, modified, or supplemented from time to time in accordance with Section 11.5.

"Arbitration" means the arbitration proceeding pending before JAMS under JAMS Ref. No. 1440032871, including all claims, counterclaims, and related proceedings therein, before Hon. Margaret Liu Chen (Ret.) as sole arbitrator.

"Assignment of Membership Interest" means the instrument of assignment substantially in the form attached hereto as Exhibit A, by which MSH assigns, transfers, and conveys the Redeemed Interest to PCG at the Closing.

"Business Day" means any day other than a Saturday, Sunday, or any day on which banking institutions in the State of Florida are authorized or required by law, regulation, or executive order to close.

"Closing" has the meaning set forth in Section 3.1.

"Closing Certificates" means, collectively, the Closing Certificate of PCG substantially in the form attached hereto as Exhibit C and the Closing Certificate of MSH substantially in the form attached hereto as Exhibit D.

"Closing Date" has the meaning set forth in Section 3.1.

"Code" means the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder.

"Company" means Palmetto Grand Ventures LLC, a Florida limited liability company (Florida Filing No. L17000124583, EIN 82-5063921).

"Effective Date" means May 20, 2024.

"Encumbrance" means any lien, pledge, hypothecation, security interest, mortgage, deed of trust, charge, encumbrance, option, right of first refusal, right of first offer, preemptive right, community property interest, equitable interest, restriction on transfer or use, defect in title, or other similar restriction or limitation of any kind or nature whatsoever, whether arising by contract, operation of law, or otherwise.

"Franchise Agreement" means that certain Franchise Agreement by and between the Company and Aurelian Hotels & Resorts Inc. dated July 15, 2017, as amended, supplemented, or otherwise modified from time to time, pursuant to which the Property operates under the Aurelian brand.

"GANB" means Gulf Atlantic National Bank, a national banking association, with its principal offices at 201 East Pine Street, Orlando, FL 32801.

"GANB Loan" means the loan from GANB to the Company pursuant to that certain Loan Agreement dated August 1, 2017 (Loan No. CRE-2017-06284), as amended, restated, supplemented, or otherwise modified from time to time, together with all related loan documents, promissory notes, deeds of trust, security agreements, guarantees, and other instruments and agreements executed in connection therewith.

"Governmental Authority" means any federal, state, county, municipal, local, or foreign government, any subdivision, department, agency, board, bureau, commission, court, tribunal, or other governmental or quasi-governmental authority or instrumentality, or any regulatory or self-regulatory body, including any taxing authority.

"Knowledge" means (a) with respect to PCG, the actual knowledge, after reasonable inquiry, of Dominic R. Pellegrino, Adriana Pellegrino-Voss, and Marcus Thiel, and (b) with respect to MSH, the actual knowledge, after reasonable inquiry, of Nathaniel Cordero and Elena Cordero.

"Lender Consent" means the written consent of GANB to the transactions contemplated by this Agreement, including without limitation (i) GANB's consent to the transfer of the Redeemed Interest from MSH to PCG, (ii) GANB's acknowledgment that such transfer does not constitute an event of default under the GANB Loan, and (iii) GANB's approval of the incremental draw of approximately Thirty Million Eight Hundred Fifty Thousand Dollars ($30,850,000) on PGV's revolving credit facility under the GANB Loan to fund a portion of the Redemption Price.

"Losses" means any and all losses, damages, liabilities, deficiencies, claims, demands, actions, suits, proceedings, judgments, settlements, interest, awards, penalties, fines, costs, and expenses of whatever kind or nature, including reasonable attorneys' fees, expert witness fees, accounting fees, and all amounts paid in investigation, defense, or settlement of any of the foregoing.

"Material Adverse Effect" means any change, event, circumstance, occurrence, effect, or condition that, individually or in the aggregate, (a) is or would reasonably be expected to be materially adverse to the business, operations, financial condition, assets, liabilities, or results of operations of the Company or the Property, or (b) would prevent or materially delay the ability of the affected Party to consummate the transactions contemplated by this Agreement; provided, however, that none of the following, individually or in the aggregate, shall be deemed to constitute, and none of the following shall be taken into account in determining whether there has been, a Material Adverse Effect: (i) changes in general economic, financial, or market conditions affecting the hospitality industry generally, (ii) changes in applicable laws or regulations or in generally accepted accounting principles, (iii) the announcement or pendency of this Agreement or the transactions contemplated hereby, (iv) any natural disaster, act of God, hurricane, tropical storm, epidemic, pandemic, or similar event, (v) any act of terrorism or armed hostilities, or (vi) changes resulting from the Arbitration or its resolution; provided, further, that the exceptions in clauses (i), (ii), (iv), and (v) shall not apply to the extent such changes, events, or conditions disproportionately affect the Company or the Property relative to other similarly situated luxury hospitality properties in the greater Tampa Bay-Clearwater Beach market area.

"Mutual Release" means the Mutual Release and Settlement Agreement to be executed contemporaneously with the Closing, substantially in the form attached hereto as Exhibit B.

"OA" or "Original Operating Agreement" means the Operating Agreement of Palmetto Grand Ventures LLC dated as of June 15, 2017, by and between PCG and MSH, as the same has been amended, supplemented, or otherwise modified from time to time prior to the Effective Date.

"Outstanding Debt" means the outstanding principal balance, together with all accrued and unpaid interest, fees, and other amounts owing, under the GANB Loan, which the Parties acknowledge and agree was approximately Forty-Eight Million Six Hundred Thousand Dollars ($48,600,000) as of December 31, 2022, and may have changed as of the Closing Date in the ordinary course of scheduled amortization and interest accrual.

"Outside Date" has the meaning set forth in Section 9.1(b).

"Permitted Encumbrances" means (a) the GANB Loan and all instruments, agreements, and documents executed in connection therewith, (b) the Franchise Agreement and all amendments, supplements, and ancillary agreements related thereto, (c) standard and customary real property exceptions, including easements, rights-of-way, covenants, conditions, and restrictions of record as of the Effective Date that do not materially impair the use or value of the Property, (d) liens for taxes, assessments, and governmental charges not yet delinquent or being contested in good faith by appropriate proceedings, and (e) the restrictions on transfer set forth in the OA and applicable federal and state securities laws.

"Person" means any individual, corporation, partnership, limited liability company, joint venture, trust, estate, Governmental Authority, or other entity of any kind.

"Property" means The Palmetto Grand Resort & Spa, a 312-room luxury beachfront hotel located at 650 Mandalay Avenue, Clearwater Beach, FL 33767, together with all real property, improvements, fixtures, furniture, furnishings, equipment, and personal property associated therewith and owned by the Company.

"Purchaser" means Pellegrino Capital Group LLC, a Florida limited liability company.

"Redeemed Interest" means MSH's thirty-five percent (35%) membership interest in the Company, including all economic, voting, governance, informational, and other rights associated therewith under the OA and applicable law.

"Redemption Price" has the meaning set forth in Section 2.2.

"Seller" means Meridian Shores Hospitality LLC, a Delaware limited liability company.

"Term Sheet" means the binding Term Sheet executed by the Parties on April 8, 2024, setting forth the principal terms for the redemption of the Redeemed Interest and the resolution of related disputes.

Section 1.2 — Rules of Construction.

Unless the context otherwise requires, the following rules of construction shall apply to the interpretation of this Agreement:

(a) The headings and captions contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this Agreement, and shall not be referred to in connection with the construction or interpretation of this Agreement.

(b) Whenever the words "include," "includes," or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation."

(c) Words in the singular shall be deemed to include the plural, and words in the plural shall be deemed to include the singular, as the context requires.

(d) The words "herein," "hereof," "hereunder," "hereby," and "hereto" refer to this Agreement as a whole (including the Exhibits and Schedules) and not to any particular Section or provision of this Agreement.

(e) References to "Sections," "Articles," "Exhibits," and "Schedules" are to the Sections, Articles, Exhibits, and Schedules of this Agreement, unless otherwise specified.

(f) References to statutes, rules, or regulations shall be deemed to refer to such statutes, rules, or regulations as amended, reenacted, supplemented, or superseded from time to time, unless otherwise expressly provided.

(g) References to "$" or "Dollars" shall mean United States Dollars.

(h) The use of "or" is not intended to be exclusive unless the context clearly requires otherwise.

(i) The Parties have jointly participated in the negotiation and drafting of this Agreement, and in the event of any ambiguity or dispute with respect to the interpretation of any provision of this Agreement, this Agreement shall not be construed against the drafting Party.

(j) All references to any agreement, document, or instrument shall mean such agreement, document, or instrument as amended, restated, supplemented, or otherwise modified from time to time, unless otherwise expressly provided.

ARTICLE II — REDEMPTION OF MEMBERSHIP INTEREST

Section 2.1 — Redemption.

Subject to the terms and conditions of this Agreement, at the Closing, MSH shall sell, assign, transfer, convey, and deliver to PCG, and PCG shall purchase, acquire, and accept from MSH, the Redeemed Interest, being thirty-five percent (35%) of the membership interests in the Company, free and clear of all Encumbrances other than Permitted Encumbrances. Upon the consummation of the Closing, MSH shall cease to be a member of the Company and shall have no further rights, obligations, or liabilities as a member of the Company, except as expressly set forth in this Agreement or the Mutual Release. PCG, as the sole remaining member of the Company following the Closing, shall hold one hundred percent (100%) of the membership interests in the Company.

Section 2.2 — Redemption Price.

The aggregate purchase price for the Redeemed Interest shall be Fifty-Two Million Eight Hundred Fifty Thousand Dollars ($52,850,000) (the "Redemption Price"). The Redemption Price was determined by the Parties through arm's-length negotiation conducted in the context of the Arbitration and mediation proceedings and reflects the following components, as more fully set forth on Schedule 1 attached hereto:

(a) MSH's thirty-five percent (35%) pro rata share of the net equity value of the Company's assets, determined with reference to the preliminary indication of value rendered by Linden Park Advisory LLC (Thomas Carraway, MAI, FRICS) in the range of One Hundred Thirty Million Dollars ($130,000,000) to One Hundred Thirty-Eight Million Dollars ($138,000,000), using a midpoint of One Hundred Thirty-Four Million Dollars ($134,000,000), and deducting the Outstanding Debt of approximately Forty-Eight Million Six Hundred Thousand Dollars ($48,600,000), yielding a net equity value at the midpoint of Eighty-Five Million Four Hundred Thousand Dollars ($85,400,000), of which MSH's thirty-five percent (35%) share equals Twenty-Nine Million Eight Hundred Ninety Thousand Dollars ($29,890,000);

(b) MSH's accrued and unpaid preferred return of Seventeen Million Ten Thousand Dollars ($17,010,000), representing an eight percent (8%) per annum cumulative preferred return, compounding annually, on MSH's total capital contributions of Eighteen Million Five Hundred Five Thousand Dollars ($18,505,000) from August 1, 2017 through December 31, 2022, as stipulated by the Parties during the Arbitration and as more fully set forth on Schedule 2 attached hereto; and

(c) A negotiated premium of Five Million Nine Hundred Fifty Thousand Dollars ($5,950,000), reflecting the resolution of disputed claims including, without limitation, MSH's claim for a bad-faith penalty under OA Section 12.7, MSH's claim for additional damages, and the acceleration of the closing timeline.

The Parties acknowledge and agree that the Redemption Price represents full and complete consideration for the Redeemed Interest and all economic rights associated therewith, including without limitation all accrued and unpaid distributions, preferred return, promote entitlements, carried interest, capital account balances, and all other rights and interests of MSH in or with respect to the Company under the OA or otherwise. MSH hereby waives any and all claims to any additional consideration, payment, distribution, or economic benefit from the Company, PCG, or any of their respective Affiliates in connection with the Redeemed Interest.

Section 2.3 — Payment of Redemption Price.

The Redemption Price shall be paid by PCG to MSH at the Closing by wire transfer of immediately available funds denominated in United States Dollars to the bank account designated by MSH in writing in accordance with the wire transfer instructions set forth on Exhibit F attached hereto, which instructions shall be delivered by MSH to PCG not less than three (3) Business Days prior to the Closing Date. PCG shall have no obligation to make any payment hereunder by any means other than wire transfer of immediately available funds. Payment of the Redemption Price in accordance with this Section 2.3 shall constitute full and complete satisfaction of PCG's payment obligations under this Agreement with respect to the redemption of the Redeemed Interest.

Section 2.4 — No Adjustments.

The Redemption Price is a fixed amount and shall not be subject to any post-closing purchase-price adjustment, true-up, working capital adjustment, earn-out, holdback, escrow, or similar mechanism. The Parties have negotiated the Redemption Price on an "as-is, where-is" basis as a settlement amount and expressly waive any right to seek any adjustment to the Redemption Price after the Closing, whether based on changes in the value of the Property, the Company, or the Redeemed Interest, or otherwise. The Parties acknowledge that the Redemption Price was determined in the context of a compromise of disputed claims and that neither Party makes any representation or warranty that the Redemption Price represents the precise fair market value of the Redeemed Interest.

ARTICLE III — CLOSING

Section 3.1 — Closing Date and Location.

The closing of the transactions contemplated by this Agreement (the "Closing") shall take place remotely via the electronic exchange of executed documents and wire transfer of funds on or before June 30, 2024, or such other date as the Parties may mutually agree upon in writing (the "Closing Date"). There shall be no requirement that the Parties physically convene at a single location, and the Closing may be conducted through the exchange of signature pages transmitted by electronic mail in portable document format (PDF) or through any commercially recognized electronic signature platform, in each case in accordance with Section 11.10. The Parties acknowledge that the actual Closing occurred on June 28, 2024.

Section 3.2 — Deliveries by MSH at Closing.

At or prior to the Closing, MSH shall deliver or cause to be delivered to PCG each of the following:

(a) Assignment of Membership Interest. A duly executed Assignment of Membership Interest, substantially in the form attached hereto as Exhibit A, by which MSH irrevocably assigns, transfers, conveys, and delivers to PCG all of MSH's right, title, and interest in and to the Redeemed Interest, constituting thirty-five percent (35%) of the membership interests in the Company, free and clear of all Encumbrances other than Permitted Encumbrances.

(b) Closing Certificate of MSH. A Closing Certificate of MSH, substantially in the form attached hereto as Exhibit D, duly executed by Nathaniel Cordero, in his capacity as Managing Member of MSH, certifying on behalf of MSH as to (i) the accuracy of the representations and warranties of MSH contained in Article IV as of the Closing Date, (ii) the performance and satisfaction by MSH of all covenants and conditions required to be performed or satisfied by MSH at or prior to the Closing, and (iii) such other matters as may be reasonably required by PCG.

(c) Mutual Release and Settlement Agreement. The Mutual Release, duly executed by MSH, Nathaniel Cordero (in his individual capacity), and Elena Cordero (in her individual capacity), substantially in the form attached hereto as Exhibit B.

(d) Resignations. Written resignations, effective as of the Closing Date, of any and all persons designated or appointed by MSH to any position, office, committee, or advisory role with the Company, including without limitation any seats on any advisory board, any positions as officer, and any other capacities in which such persons serve at the direction or appointment of MSH.

(e) Good Standing Certificates. A certificate of good standing (or its equivalent) for MSH issued by (i) the Secretary of State of the State of Delaware, and (ii) the Department of State of the State of Florida, in each case dated within ten (10) days of the Closing Date.

(f) IRS Form W-9. A properly completed and duly executed IRS Form W-9 (Request for Taxpayer Identification Number and Certification) for MSH, reflecting MSH's EIN: 84-3298174.

(g) Other Documents. Such other documents, instruments, certificates, and agreements as PCG may reasonably request in order to effectuate the transactions contemplated hereby, provided that such documents are consistent with the terms and intent of this Agreement and do not impose additional material obligations or liabilities on MSH.

Section 3.3 — Deliveries by PCG at Closing.

At or prior to the Closing, PCG shall deliver or cause to be delivered to MSH each of the following:

(a) Redemption Price. The 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 accordance with Section 2.3 and Exhibit F.

(b) Closing Certificate of PCG. A Closing Certificate of PCG, substantially in the form attached hereto as Exhibit C, duly executed by Marcus Thiel, in his capacity as Chief Financial Officer of PCG, certifying on behalf of PCG as to (i) the accuracy of the representations and warranties of PCG contained in Article V as of the Closing Date, (ii) the performance and satisfaction by PCG of all covenants and conditions required to be performed or satisfied by PCG at or prior to the Closing, and (iii) such other matters as may be reasonably required by MSH.

(c) Mutual Release and Settlement Agreement. The Mutual Release, duly executed by PCG and Dominic R. Pellegrino (in his individual capacity), substantially in the form attached hereto as Exhibit B.

(d) Lender Consent Letter. A copy of the Lender Consent from GANB, duly executed by an authorized officer of GANB, evidencing GANB's written consent to (i) the transfer of the Redeemed Interest from MSH to PCG, (ii) the acknowledgment that such transfer does not constitute an event of default under the GANB Loan, and (iii) the approval of the incremental draw of Thirty Million Eight Hundred Fifty Thousand Dollars ($30,850,000) on PGV's revolving credit facility under the GANB Loan.

(e) Amended and Restated Operating Agreement. Evidence that PCG will execute, as promptly as practicable following the Closing, an Amended and Restated Operating Agreement of the Company, reflecting PCG as the sole member holding one hundred percent (100%) of the membership interests in the Company and as the sole Manager thereof. The Parties acknowledge that such Amended and Restated Operating Agreement was executed on July 15, 2024.

(f) Other Documents. Such other documents, instruments, certificates, and agreements as MSH may reasonably request in order to effectuate the transactions contemplated hereby, provided that such documents are consistent with the terms and intent of this Agreement and do not impose additional material obligations or liabilities on PCG.

Section 3.4 — Joint Deliveries.

At the Closing, or as promptly as practicable thereafter, the Parties shall jointly execute and deliver, or cause to be executed and delivered:

(a) Joint Stipulation of Dismissal with Prejudice. A Joint Stipulation of Dismissal with Prejudice of the Arbitration (JAMS Ref. No. 1440032871), substantially in the form attached hereto as Exhibit E, to be filed with JAMS promptly after the Closing, with each Party bearing its own costs and fees incurred in connection with the Arbitration. The Parties acknowledge that such Joint Stipulation of Dismissal with Prejudice was filed with JAMS on August 9, 2024.

ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF MSH

MSH hereby represents and warrants to PCG as of the Effective Date and as of the Closing Date as follows:

Section 4.1 — 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, with its principal office at 220 Royal Palm Way, Suite 300, Palm Beach, FL 33480. MSH has all requisite limited liability company power and authority to own, lease, and operate its properties and to carry on its business as presently conducted. MSH is duly qualified to do business as a foreign limited liability company and is in good standing in the State of Florida, and in each other jurisdiction where the nature of its business or the ownership or leasing of its properties requires such qualification, except where the failure to be so qualified would not have a material adverse effect on MSH's ability to perform its obligations under this Agreement.

Section 4.2 — Authorization; Binding Effect.

MSH has all requisite limited liability company power and authority to execute, deliver, and perform this Agreement and each of the other documents and instruments to be executed and delivered by MSH in connection herewith (collectively with this Agreement, the "MSH Transaction Documents"), and to consummate the transactions contemplated hereby and thereby. The execution and delivery by MSH of each of the MSH Transaction Documents and the performance by MSH of its obligations thereunder have been duly authorized by all necessary limited liability company action on the part of MSH, including the approval of Nathaniel Cordero, in his capacity as Managing Member of MSH. No other proceedings on the part of MSH or its members are necessary to authorize the execution, delivery, or performance of the MSH Transaction Documents. This Agreement has been, and each of the other MSH Transaction Documents will be at the Closing, duly and validly executed and delivered by MSH and, assuming the due authorization, execution, and delivery by PCG of this Agreement and each of the other documents to which PCG is a party, constitutes, or will constitute, as applicable, a legal, valid, and binding obligation of MSH, enforceable against MSH in accordance with its terms, subject 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 — No Conflicts.

The execution, delivery, and performance by MSH of this Agreement and the MSH Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) violate, conflict with, or result in a breach of any provision of, or constitute a default under, MSH's certificate of formation, operating agreement, or other organizational documents; (b) violate, conflict with, or result in a breach of, or constitute a default under, any law, statute, rule, regulation, order, writ, injunction, judgment, or decree of any Governmental Authority applicable to MSH or any of its properties or assets; or (c) result in a breach of, constitute a default under, or give rise to any right of termination, cancellation, acceleration, or loss of any benefit under, any material contract, agreement, lease, license, permit, or other instrument or obligation to which MSH is a party or by which MSH or any of its properties or assets may be bound or affected.

Section 4.4 — Title to Redeemed Interest.

MSH is the sole record and beneficial owner of the Redeemed Interest, constituting thirty-five percent (35%) of the membership interests in the Company. The Redeemed Interest is free and clear of all Encumbrances, other than (a) restrictions on transfer imposed by the OA, (b) restrictions imposed by applicable federal and state securities laws, and (c) the Permitted Encumbrances. MSH has not sold, transferred, assigned, pledged, hypothecated, encumbered, or otherwise disposed of the Redeemed Interest or any portion thereof or any interest therein, and MSH has not granted any option, warrant, right of first refusal, right of first offer, or other right to purchase or acquire the Redeemed Interest or any portion thereof or any interest therein, other than the Call Option. At the Closing, MSH will deliver to PCG good and valid title to the Redeemed Interest, free and clear of all Encumbrances other than Permitted Encumbrances. The Redeemed Interest constitutes all of MSH's right, title, and interest in and to the Company, and following the Closing, MSH will not retain any economic, voting, governance, informational, or other interest in or rights with respect to the Company.

Section 4.5 — Consents.

No consent, approval, authorization, order, registration, qualification, designation, declaration, or filing with or of any Person or Governmental Authority is required on the part of MSH in connection with the execution, delivery, and performance of this Agreement or any of the MSH Transaction Documents, or the consummation of the transactions contemplated hereby or thereby, other than (a) the Lender Consent, which shall be obtained by PCG, and (b) such filings as may be required under applicable federal or state tax laws, all of which shall be made in due course following the Closing.

Section 4.6 — Litigation.

Except for the Arbitration (JAMS Ref. No. 1440032871), there is no action, suit, claim, proceeding, investigation, or inquiry pending or, to MSH's Knowledge, threatened against MSH or any of its Affiliates, members, managers, or officers, that (a) relates to or affects the Redeemed Interest, the Company, or the Property, or (b) challenges or seeks to prevent, enjoin, alter, or materially delay the consummation of the transactions contemplated by this Agreement. MSH is not subject to any outstanding order, writ, injunction, judgment, or decree of any Governmental Authority that would impair MSH's ability to perform its obligations under this Agreement.

Section 4.7 — Brokers.

MSH has not engaged any broker, finder, financial advisor, investment banker, or other intermediary in connection with the transactions contemplated by this Agreement, and no Person is entitled to any brokerage commission, finder's fee, or similar payment in connection with such transactions based upon any arrangement or agreement made by or on behalf of MSH.

Section 4.8 — Tax Matters.

MSH has timely filed, or caused to be filed, all tax returns required to be filed by MSH with respect to the Redeemed Interest and MSH's membership in the Company. MSH has paid, or caused to be paid, all taxes due and payable with respect to the Redeemed Interest and MSH's membership in the Company. There are no pending or, to MSH's Knowledge, threatened tax audits, assessments, deficiency notices, or other proceedings by any taxing authority with respect to MSH's ownership of the Redeemed Interest or MSH's distributive share of income, gain, loss, deductions, or credits of the Company. MSH's federal employer identification number is 84-3298174.

ARTICLE V — REPRESENTATIONS AND WARRANTIES OF PCG

PCG hereby represents and warrants to MSH as of the Effective Date and as of the Closing Date as follows:

Section 5.1 — 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, with its principal office at 1900 Bayshore Boulevard, Suite 1400, Tampa, FL 33606. PCG's registered agent is CT Agents of Florida LLC, 1201 Hays Street, Tallahassee, FL 32301. PCG has all requisite limited liability company power and authority to own, lease, and operate its properties and to carry on its business as presently conducted. PCG is duly qualified to do business in each jurisdiction where the nature of its business or the ownership or leasing of its properties requires such qualification, except where the failure to be so qualified would not have a material adverse effect on PCG's ability to perform its obligations under this Agreement. PCG's federal employer identification number is 83-2147605.

Section 5.2 — Authorization; Binding Effect.

PCG has all requisite limited liability company power and authority to execute, deliver, and perform this Agreement and each of the other documents and instruments to be executed and delivered by PCG in connection herewith (collectively with this Agreement, the "PCG Transaction Documents"), and to consummate the transactions contemplated hereby and thereby. Dominic R. Pellegrino, in his capacity as Managing Member of PCG, has authorized the execution and delivery by PCG of each of the PCG Transaction Documents and the performance by PCG of its obligations thereunder, and such authorization constitutes all necessary limited liability company action on the part of PCG. No other proceedings on the part of PCG or its members are necessary to authorize the execution, delivery, or performance of the PCG Transaction Documents. This Agreement has been, and each of the other PCG Transaction Documents will be at the Closing, duly and validly executed and delivered by PCG and, assuming the due authorization, execution, and delivery by MSH of this Agreement and each of the other documents to which MSH is a party, constitutes, or will constitute, as applicable, a legal, valid, and binding obligation of PCG, enforceable against PCG in accordance with its terms, subject 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 5.3 — No Conflicts.

The execution, delivery, and performance by PCG of this Agreement and the PCG Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) violate, conflict with, or result in a breach of any provision of, or constitute a default under, PCG's articles of organization, operating agreement, or other organizational documents; (b) violate, conflict with, or result in a breach of, or constitute a default under, any law, statute, rule, regulation, order, writ, injunction, judgment, or decree of any Governmental Authority applicable to PCG or any of its properties or assets; or (c) result in a breach of, constitute a default under, or give rise to any right of termination, cancellation, acceleration, or loss of any benefit under, any material contract, agreement, lease, license, permit, or other instrument or obligation to which PCG is a party or by which PCG or any of its properties or assets may be bound or affected.

Section 5.4 — Financial Capacity.

PCG has, or will have available at the Closing, sufficient funds to pay the Redemption Price in full on the Closing Date. PCG intends to fund the Redemption Price from a combination of (a) existing liquidity of approximately Twenty-Two Million Dollars ($22,000,000) held by PCG and its Affiliates, and (b) an incremental draw of approximately Thirty Million Eight Hundred Fifty Thousand Dollars ($30,850,000) on PGV's revolving credit facility with GANB under the GANB Loan (Loan No. CRE-2017-06284), for which the Lender Consent has been obtained or will be obtained prior to the Closing Date. PCG's obligation to consummate the transactions contemplated hereby is not conditioned on PCG's obtaining financing, and the failure by PCG to have sufficient funds available to pay the Redemption Price at the Closing shall not relieve PCG of any of its obligations hereunder. PCG acknowledges that MSH has relied upon the representations set forth in this Section 5.4 in entering into this Agreement.

Section 5.5 — Consents.

No consent, approval, authorization, order, registration, qualification, designation, declaration, or filing with or of any Person or Governmental Authority is required on the part of PCG in connection with the execution, delivery, and performance of this Agreement or any of the PCG Transaction Documents, or the consummation of the transactions contemplated hereby or thereby, other than (a) the Lender Consent, and (b) such filings as may be required under applicable federal or state tax laws, all of which shall be made in due course following the Closing.

Section 5.6 — Litigation.

Except for the Arbitration (JAMS Ref. No. 1440032871), there is no action, suit, claim, proceeding, investigation, or inquiry pending or, to PCG's Knowledge, threatened against PCG or any of its Affiliates, members, managers, or officers, that would impair or materially delay PCG's ability to consummate the transactions contemplated by this Agreement, or that challenges or seeks to prevent, enjoin, alter, or materially delay the consummation thereof. PCG is not subject to any outstanding order, writ, injunction, judgment, or decree of any Governmental Authority that would impair PCG's ability to perform its obligations under this Agreement.

Section 5.7 — Brokers.

PCG has not engaged any broker, finder, financial advisor, investment banker, or other intermediary in connection with the transactions contemplated by this Agreement, and no Person is entitled to any brokerage commission, finder's fee, or similar payment in connection with such transactions based upon any arrangement or agreement made by or on behalf of PCG.

Section 5.8 — Company Operations.

Since January 1, 2024, PCG, acting in its capacity as the sole Manager of the Company, has operated the Company and the Property in the ordinary course of business consistent with past practice and in compliance in all material respects with all applicable laws, regulations, permits, and licenses. The Property continues to operate under the Franchise Agreement with Aurelian Hotels & Resorts Inc. in good standing. No Material Adverse Effect has occurred with respect to the Company or the Property since December 31, 2022. Without limiting the generality of the foregoing, PCG represents and warrants that, for the fiscal year ended December 31, 2022: (a) the Company's total hotel revenue was approximately Sixty-Two Million Eight Hundred Thousand Dollars ($62,800,000); (b) the Company's revenue per available room ("RevPAR") was approximately Two Hundred Eighty-Nine Dollars ($289); (c) the Company's net operating income ("NOI") was approximately Eighteen Million Four Hundred Thousand Dollars ($18,400,000); and (d) the Company's earnings before interest, taxes, depreciation, and amortization ("EBITDA") was approximately Nineteen Million Seven Hundred Thousand Dollars ($19,700,000). PCG has not, since January 1, 2024, taken any action or failed to take any action that would constitute a breach of any of the covenants set forth in Section 6.1 of this Agreement, assuming such covenants had been in effect since such date.

Section 5.9 — GANB Loan.

As of December 31, 2022, the GANB Loan had an outstanding principal balance of approximately Forty-Eight Million Six Hundred Thousand Dollars ($48,600,000). The GANB Loan bears interest at a rate of SOFR plus 2.25% per annum and matures on August 1, 2027. No event of default has occurred and is continuing under the GANB Loan, and to PCG's Knowledge, no event has occurred that, with the giving of notice or the passage of time or both, would constitute an event of default under the GANB Loan. The Company has made all required payments of principal, interest, and other amounts due under the GANB Loan as and when due. The GANB Loan documents have not been materially amended, waived, or modified since the Effective Date of this Agreement, other than (a) the conversion of the interest rate benchmark from LIBOR to SOFR completed in 2022, and (b) such modifications as may be required in connection with obtaining the Lender Consent.

ARTICLE VI — COVENANTS

Section 6.1 — Conduct of Business Pending Closing.

From the Effective Date through the Closing Date, PCG shall, in its capacity as the sole Manager of the Company, continue to operate the Company and the Property in the ordinary course of business consistent with past practice and in compliance in all material respects with all applicable laws, regulations, permits, and licenses. Without limiting the generality of the foregoing, from the Effective Date through the Closing Date, PCG shall not, and shall cause the Company not to, without MSH's prior written consent (which consent shall not be unreasonably withheld, conditioned, or delayed):

(a) incur, assume, or guarantee any indebtedness for borrowed money or issue any debt securities, outside the ordinary course of business, except for (i) the incremental draw on PGV's revolving credit facility with GANB of approximately Thirty Million Eight Hundred Fifty Thousand Dollars ($30,850,000) to fund a portion of the Redemption Price, and (ii) routine borrowings under existing credit facilities in the ordinary course of business;

(b) sell, transfer, lease, license, encumber, mortgage, pledge, or otherwise dispose of any material asset of the Company or the Property, other than dispositions of obsolete or worn-out equipment in the ordinary course of business;

(c) enter into, materially amend, modify, terminate, or waive any rights under any material contract, agreement, or commitment to which the Company is a party or by which any of its assets are bound, other than in the ordinary course of business;

(d) declare, set aside, make, or pay any distribution, dividend, or return of capital to any member of the Company; or

(e) take any action that would reasonably be expected to result in a Material Adverse Effect with respect to the Company or the Property.

Section 6.2 — Lender Consent.

PCG shall use commercially reasonable efforts to obtain the Lender Consent from GANB prior to the Closing Date. Such efforts shall include, without limitation, (a) promptly submitting to GANB all documentation and information reasonably requested by GANB in connection with its review and approval of the transfer of the Redeemed Interest and the incremental revolving credit draw of Thirty Million Eight Hundred Fifty Thousand Dollars ($30,850,000), (b) causing appropriate officers and representatives of PCG and the Company to be available for meetings and discussions with GANB as reasonably requested, and (c) negotiating in good faith any reasonable conditions or modifications to the GANB Loan documents that may be required by GANB as a condition to granting the Lender Consent. MSH shall cooperate with PCG's reasonable requests for information or documentation in connection with obtaining the Lender Consent, provided that MSH shall not be required to incur any material cost or expense or assume any material obligation or liability in connection therewith. PCG shall promptly notify MSH upon receipt of the Lender Consent and shall deliver a copy thereof to MSH.

Section 6.3 — Further Assurances.

Each Party shall, at the request of the other Party, from time to time after the Closing, execute, acknowledge, and deliver, or cause to be executed, acknowledged, and delivered, such additional documents, instruments, conveyances, assignments, and transfers, and take such further actions, as may be reasonably necessary or desirable to effectuate fully the purposes and intent of this Agreement and to vest in PCG complete and good title to the Redeemed Interest, free and clear of all Encumbrances other than Permitted Encumbrances. Without limiting the generality of the foregoing, MSH shall cooperate with PCG in connection with any filings, notifications, or other submissions required to be made with any Governmental Authority in connection with the consummation of the transactions contemplated hereby.

Section 6.4 — Tax Matters.

The Parties shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the preparation and filing of all tax returns relating to the Company for all taxable periods ending on or prior to the Closing Date. PCG's accountants, Grantham, Pryce & Associates CPAs (Howard Grantham, CPA, partner-in-charge), shall prepare the final IRS Form 1065 (U.S. Return of Partnership Income) and corresponding Schedules K-1 for the Company (EIN 82-5063921) for the taxable year ending on the Closing Date and any short period resulting from the Closing. The Parties shall allocate items of income, gain, loss, deduction, and credit for the taxable year in which the Closing occurs between the portion of such taxable year ending on the Closing Date and the portion of such taxable year beginning after the Closing Date in accordance with Section 706 of the Code and the allocation provisions of the OA, using the "interim closing of the books" method unless the Parties mutually agree otherwise in writing. PCG shall deliver to MSH a draft of each Schedule K-1 relating to MSH for review and comment not less than thirty (30) days prior to the due date (including extensions) for filing the applicable Form 1065, and PCG shall consider in good faith any reasonable comments provided by MSH within fifteen (15) days of receipt thereof. Each Party shall retain all books, records, and documents relating to the tax affairs of the Company for a period of not less than seven (7) years following the Closing Date, or for such longer period as may be required by applicable law. Each Party shall provide the other Party with reasonable access to such books, records, and documents during normal business hours upon reasonable advance notice.

Section 6.5 — Dismissal of Arbitration.

Within thirty (30) days following the Closing, the Parties shall cause their respective counsel to jointly file with JAMS a Stipulation of Dismissal with Prejudice of the Arbitration (JAMS Ref. No. 1440032871), substantially in the form attached hereto as Exhibit E, with each Party bearing its own costs, fees, and expenses incurred in connection with the Arbitration, including without limitation attorneys' fees, expert fees, arbitrator fees, and administrative fees. The Parties shall cooperate in good faith to prepare, execute, and file such stipulation in a timely manner. Neither Party shall take any action to reinstate, revive, or otherwise pursue any claim or counterclaim that was or could have been asserted in the Arbitration, except as expressly permitted under this Agreement or the Mutual Release. The Parties acknowledge that the Joint Stipulation of Dismissal with Prejudice was filed with JAMS on August 9, 2024.

Section 6.6 — Confidentiality.

The terms of this Agreement, including without limitation the Redemption Price and all financial terms set forth herein, and the terms of the Mutual Release and the Term Sheet, shall be maintained as strictly confidential by each Party and shall not be disclosed to any Person, except: (a) as required by applicable law, rule, regulation, or legal process, including any subpoena or order of a court or Governmental Authority of competent jurisdiction; (b) as necessary to obtain the Lender Consent from GANB or to comply with the terms of the GANB Loan; (c) to the respective Party's Affiliates, members, managers, officers, employees, attorneys, accountants, financial advisors, and other professional advisors who have a need to know such information in connection with the transactions contemplated hereby and who are bound by obligations of confidentiality no less restrictive than those set forth in this Section 6.6; (d) in connection with insurance claims or insurance recovery proceedings relating to the Company or the Property, to the extent reasonably necessary; or (e) with the prior written consent of the other Party. In the event that a Party is required by applicable law, rule, regulation, or legal process to disclose any confidential information, such Party shall (to the extent legally permitted) provide the other Party with prompt written notice thereof and shall cooperate with the other Party in seeking a protective order or other appropriate remedy to limit or prevent such disclosure.

Section 6.7 — Non-Disparagement.

From and after the Effective Date, neither Party shall, and each Party shall cause its respective Affiliates, members, managers, officers, and employees not to, directly or indirectly, make, publish, or communicate to any Person, or cause any other Person to make, publish, or communicate, any statement that is disparaging, defamatory, or derogatory of the other Party or any of the other Party's principals, members, managers, officers, employees, agents, or representatives, in connection with the dispute between the Parties, the Arbitration, this Agreement, or the transactions contemplated hereby. Nothing in this Section 6.7 shall restrict any Party from (a) making truthful statements as required by applicable law, rule, regulation, or legal process, (b) making truthful statements in connection with any legal proceeding, (c) communicating with its own attorneys, accountants, and professional advisors, or (d) responding to any inquiry from a Governmental Authority.

ARTICLE VII — CONDITIONS TO CLOSING

Section 7.1 — Conditions to PCG's Obligation to Close.

The obligation of PCG to consummate the transactions contemplated by this Agreement at the Closing is subject to the satisfaction or waiver by PCG (in PCG's sole discretion) of each of the following conditions at or prior to the Closing:

(a) Accuracy of Representations and Warranties. Each of the representations and warranties of MSH set forth in Article IV shall be true and correct in all material respects as of the Effective Date and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties that speak as of a specific date, which shall be true and correct in all material respects as of such specified date).

(b) Performance of Covenants. MSH shall have performed and complied in all material respects with all covenants, agreements, and obligations required to be performed or complied with by MSH under this Agreement at or prior to the Closing.

(c) Delivery of MSH's Closing Deliverables. MSH shall have delivered, or caused to be delivered, to PCG all of the documents, instruments, and other items required to be delivered by MSH pursuant to Section 3.2.

(d) No Injunction. No temporary restraining order, preliminary or permanent injunction, cease and desist order, or other order or decree issued by any court of competent jurisdiction or Governmental Authority, and no law, statute, rule, or regulation enacted by any Governmental Authority, shall be in effect that restrains, enjoins, prohibits, or otherwise makes illegal the consummation of the transactions contemplated by this Agreement.

(e) No Material Adverse Effect. Since the Effective Date, no Material Adverse Effect shall have occurred with respect to the Redeemed Interest, the Company, or the Property.

Section 7.2 — Conditions to MSH's Obligation to Close.

The obligation of MSH to consummate the transactions contemplated by this Agreement at the Closing is subject to the satisfaction or waiver by MSH (in MSH's sole discretion) of each of the following conditions at or prior to the Closing:

(a) Accuracy of Representations and Warranties. Each of the representations and warranties of PCG set forth in Article V shall be true and correct in all material respects as of the Effective Date and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties that speak as of a specific date, which shall be true and correct in all material respects as of such specified date).

(b) Performance of Covenants. PCG shall have performed and complied in all material respects with all covenants, agreements, and obligations required to be performed or complied with by PCG under this Agreement at or prior to the Closing.

(c) Delivery of PCG's Closing Deliverables. PCG shall have delivered, or caused to be delivered, to MSH all of the documents, instruments, and other items required to be delivered by PCG pursuant to Section 3.3, including without limitation the wire transfer of the Redemption Price in the amount of Fifty-Two Million Eight Hundred Fifty Thousand Dollars ($52,850,000) in immediately available funds.

(d) Lender Consent. The Lender Consent shall have been obtained from GANB in form and substance reasonably satisfactory to MSH, and a copy thereof shall have been delivered to MSH.

(e) No Injunction. No temporary restraining order, preliminary or permanent injunction, cease and desist order, or other order or decree issued by any court of competent jurisdiction or Governmental Authority, and no law, statute, rule, or regulation enacted by any Governmental Authority, shall be in effect that restrains, enjoins, prohibits, or otherwise makes illegal the consummation of the transactions contemplated by this Agreement.

Section 7.3 — Frustration of Closing Conditions.

Neither Party may rely on the failure of any closing condition set forth in Section 7.1 or Section 7.2, as applicable, if such failure was caused by such Party's breach of any of its own representations, warranties, covenants, or agreements set forth in this Agreement, or by such Party's failure to use commercially reasonable efforts to satisfy such condition, in each case to the extent required by this Agreement. Each Party shall use commercially reasonable efforts to cause the conditions to the other Party's obligation to close to be satisfied on or before the Closing Date.

ARTICLE VIII — INDEMNIFICATION

Section 8.1 — Indemnification by MSH.

Subject to the terms and limitations set forth in this Article VIII, from and after the Closing, MSH shall indemnify, defend, and hold harmless PCG and its Affiliates and their respective members, managers, offic

REDEMPTION AGREEMENT
Dated as of May 20, 2024
by and between
PELLEGRINO CAPITAL GROUP LLC
and
MERIDIAN SHORES HOSPITALITY LLC
Right-click to update Table of Contents
REDEMPTION AGREEMENT
This REDEMPTION AGREEMENT (this "Agreement") is entered into as of May 20, 2024 (the "Effective Date"), by and between:
PELLEGRINO CAPITAL GROUP LLC, a Florida limited liability company (the "Purchaser" or "PCG"), with its principal office at 1900 Bayshore Boulevard, Suite 1400, Tampa, FL 33606;
and
MERIDIAN SHORES HOSPITALITY LLC, a Delaware limited liability company (the "Seller" or "MSH"), with its principal office at 220 Royal Palm Way, Suite 300, Palm Beach, FL 33480.
PCG and MSH are each referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS:
A. Palmetto Grand Ventures LLC ("PGV" or the "Company"), a Florida limited liability company (Florida Filing No. L17000124583, EIN 82-5063921), with its registered office at 1900 Bayshore Boulevard, Suite 1400, Tampa, FL 33606, was formed on June 15, 2017 pursuant to the Operating Agreement of Palmetto Grand Ventures LLC dated as of June 15, 2017 (the "Original Operating Agreement" or "OA"), by and between PCG and MSH, for the purposes and on the terms set forth therein;
B. 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, FL 33767 (the "Property"), which Property was acquired by the Company on August 1, 2017 for a purchase price of Eighty-Seven Million Five Hundred Thousand Dollars ($87,500,000), and which has since been renovated and continuously operated as a luxury hospitality asset;
C. Under the OA, 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 (MSH's interest, the "Redeemed Interest"). PCG serves as the sole Manager of the Company and has managed the day-to-day operations of the Company and the Property since the Company's formation;
D. The Property is managed under a franchise agreement with Aurelian Hotels & Resorts Inc. dated July 15, 2017 (the "Franchise Agreement"), pursuant to which the Property operates under the Aurelian brand and flag, with a term of twenty (20) years expiring July 14, 2037, and such Franchise Agreement remains in full force and effect as of the Effective Date;
E. The Company's real property and operations are encumbered by a loan from Gulf Atlantic National Bank ("GANB") pursuant to that certain Loan Agreement dated August 1, 2017 (Loan No. CRE-2017-06284), as amended from time to time (the "GANB Loan"), with an outstanding principal balance of approximately Forty-Eight Million Six Hundred Thousand Dollars ($48,600,000) as of December 31, 2022, bearing interest at a rate of SOFR plus 2.25% per annum (having been converted from LIBOR-based pricing in 2022), and maturing on August 1, 2027;
F. On January 9, 2023, PCG delivered written notice to MSH exercising its call option under Section 12.4 of the OA (the "Call Option") to purchase the Redeemed Interest at Fair Market Value (as defined in the OA), thereby initiating the redemption process contemplated by Article XII of the OA;
G. An appraisal divergence arose between the Parties in connection with the determination of Fair Market Value for the purposes of the Call Option. PCG's appraiser, Whitfield Realty Advisors LLC (Gerald K. Whitfield, MAI), determined a Fair Market Value of One Hundred Eighteen Million Dollars ($118,000,000) for one hundred percent (100%) of the Company's assets (before debt) as of December 31, 2022. MSH's appraiser, Beacon Valuation Group Inc. (Dr. Priya Ramanathan, CFA, ASA), determined a Fair Market Value of One Hundred Fifty-One Million Five Hundred Thousand Dollars ($151,500,000) for one hundred percent (100%) of the Company's assets (before debt) as of December 31, 2022. The divergence of approximately 28.4% exceeded the ten percent (10%) threshold under OA Section 12.4(c), thereby triggering the neutral third-appraiser mechanism set forth therein;
H. Based on its appraiser's determination of Fair Market Value, PCG tendered a buyout price of Forty-One Million Three Hundred Thousand Dollars ($41,300,000) to MSH on March 1, 2023, which MSH rejected on March 10, 2023. MSH demanded a buyout price of Seventy Million Dollars ($70,000,000), resulting in a valuation gap of Twenty-Eight Million Seven Hundred Thousand Dollars ($28,700,000) between the Parties' respective positions;
I. Following the failure to resolve the valuation dispute through the mechanisms set forth in the OA, MSH filed a Demand for Arbitration with JAMS on March 20, 2023 (JAMS Ref. No. 1440032871), asserting claims for breach of the OA, breach of fiduciary duty, and bad-faith exercise of the Call Option, among other claims. PCG filed its Response and Counterclaim on April 5, 2023, denying MSH's allegations and asserting counterclaims for declaratory relief and breach of the implied covenant of good faith and fair dealing. Hon. Margaret Liu Chen (Ret.) was appointed as the sole arbitrator in the proceeding on April 28, 2023 (collectively, the "Arbitration");
J. Pursuant to OA Section 12.4(c), the Parties jointly retained Linden Park Advisory LLC (Thomas Carraway, MAI, FRICS) as the neutral third appraiser to provide an independent determination of Fair Market Value. Linden Park Advisory LLC delivered a preliminary indication of value in the range of One Hundred Thirty Million Dollars ($130,000,000) to One Hundred Thirty-Eight Million Dollars ($138,000,000) for one hundred percent (100%) of the Company's assets (before debt) as of December 31, 2022, but its formal appraisal report was never finalized due to the Parties' subsequent entry into settlement negotiations;
K. Following extensive negotiations facilitated by their respective counsel, the Parties participated in two mediation sessions conducted by Raymond Alcazar of Alcazar Dispute Resolution LLC on February 12, 2024 and March 25, 2024, at the conclusion of which the Parties reached a framework agreement on the principal terms of a resolution. Thereafter, the Parties executed a binding Term Sheet on April 8, 2024 (the "Term Sheet"), setting forth the principal terms for the redemption of the Redeemed Interest and the settlement of all related disputes; and
L. The Parties desire to consummate the transactions contemplated by the Term Sheet and to resolve fully, finally, and irrevocably all disputes, claims, counterclaims, and causes of action between them in connection with the OA, the Call Option, the Arbitration, and all related matters, on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations, and warranties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE I — DEFINITIONS
Section 1.1 — Defined Terms.
As used in this Agreement, the following terms shall have the meanings ascribed to them below. Capitalized terms used but not defined in this Section 1.1 shall have the meanings ascribed to them elsewhere in this Agreement or in the OA, as applicable.
"Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such Person. For purposes of this definition, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise, and the terms "controlled by" and "under common control with" shall have correlative meanings. Without limiting the generality of the foregoing, (a) with respect to PCG, "Affiliate" shall include any entity controlled by Dominic R. Pellegrino or Adriana Pellegrino-Voss, and (b) with respect to MSH, "Affiliate" shall include any entity controlled by Nathaniel Cordero or Elena Cordero.
"Agreement" means this Redemption Agreement, together with all Exhibits and Schedules attached hereto, as the same may be amended, modified, or supplemented from time to time in accordance with Section 11.5.
"Arbitration" means the arbitration proceeding pending before JAMS under JAMS Ref. No. 1440032871, including all claims, counterclaims, and related proceedings therein, before Hon. Margaret Liu Chen (Ret.) as sole arbitrator.
"Assignment of Membership Interest" means the instrument of assignment substantially in the form attached hereto as Exhibit A, by which MSH assigns, transfers, and conveys the Redeemed Interest to PCG at the Closing.
"Business Day" means any day other than a Saturday, Sunday, or any day on which banking institutions in the State of Florida are authorized or required by law, regulation, or executive order to close.
"Closing" has the meaning set forth in Section 3.1.
"Closing Certificates" means, collectively, the Closing Certificate of PCG substantially in the form attached hereto as Exhibit C and the Closing Certificate of MSH substantially in the form attached hereto as Exhibit D.
"Closing Date" has the meaning set forth in Section 3.1.
"Code" means the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder.
"Company" means Palmetto Grand Ventures LLC, a Florida limited liability company (Florida Filing No. L17000124583, EIN 82-5063921).
"Effective Date" means May 20, 2024.
"Encumbrance" means any lien, pledge, hypothecation, security interest, mortgage, deed of trust, charge, encumbrance, option, right of first refusal, right of first offer, preemptive right, community property interest, equitable interest, restriction on transfer or use, defect in title, or other similar restriction or limitation of any kind or nature whatsoever, whether arising by contract, operation of law, or otherwise.
"Franchise Agreement" means that certain Franchise Agreement by and between the Company and Aurelian Hotels & Resorts Inc. dated July 15, 2017, as amended, supplemented, or otherwise modified from time to time, pursuant to which the Property operates under the Aurelian brand.
"GANB" means Gulf Atlantic National Bank, a national banking association, with its principal offices at 201 East Pine Street, Orlando, FL 32801.
"GANB Loan" means the loan from GANB to the Company pursuant to that certain Loan Agreement dated August 1, 2017 (Loan No. CRE-2017-06284), as amended, restated, supplemented, or otherwise modified from time to time, together with all related loan documents, promissory notes, deeds of trust, security agreements, guarantees, and other instruments and agreements executed in connection therewith.
"Governmental Authority" means any federal, state, county, municipal, local, or foreign government, any subdivision, department, agency, board, bureau, commission, court, tribunal, or other governmental or quasi-governmental authority or instrumentality, or any regulatory or self-regulatory body, including any taxing authority.
"Knowledge" means (a) with respect to PCG, the actual knowledge, after reasonable inquiry, of Dominic R. Pellegrino, Adriana Pellegrino-Voss, and Marcus Thiel, and (b) with respect to MSH, the actual knowledge, after reasonable inquiry, of Nathaniel Cordero and Elena Cordero.
"Lender Consent" means the written consent of GANB to the transactions contemplated by this Agreement, including without limitation (i) GANB's consent to the transfer of the Redeemed Interest from MSH to PCG, (ii) GANB's acknowledgment that such transfer does not constitute an event of default under the GANB Loan, and (iii) GANB's approval of the incremental draw of approximately Thirty Million Eight Hundred Fifty Thousand Dollars ($30,850,000) on PGV's revolving credit facility under the GANB Loan to fund a portion of the Redemption Price.
"Losses" means any and all losses, damages, liabilities, deficiencies, claims, demands, actions, suits, proceedings, judgments, settlements, interest, awards, penalties, fines, costs, and expenses of whatever kind or nature, including reasonable attorneys' fees, expert witness fees, accounting fees, and all amounts paid in investigation, defense, or settlement of any of the foregoing.
"Material Adverse Effect" means any change, event, circumstance, occurrence, effect, or condition that, individually or in the aggregate, (a) is or would reasonably be expected to be materially adverse to the business, operations, financial condition, assets, liabilities, or results of operations of the Company or the Property, or (b) would prevent or materially delay the ability of the affected Party to consummate the transactions contemplated by this Agreement; provided, however, that none of the following, individually or in the aggregate, shall be deemed to constitute, and none of the following shall be taken into account in determining whether there has been, a Material Adverse Effect: (i) changes in general economic, financial, or market conditions affecting the hospitality industry generally, (ii) changes in applicable laws or regulations or in generally accepted accounting principles, (iii) the announcement or pendency of this Agreement or the transactions contemplated hereby, (iv) any natural disaster, act of God, hurricane, tropical storm, epidemic, pandemic, or similar event, (v) any act of terrorism or armed hostilities, or (vi) changes resulting from the Arbitration or its resolution; provided, further, that the exceptions in clauses (i), (ii), (iv), and (v) shall not apply to the extent such changes, events, or conditions disproportionately affect the Company or the Property relative to other similarly situated luxury hospitality properties in the greater Tampa Bay-Clearwater Beach market area.
"Mutual Release" means the Mutual Release and Settlement Agreement to be executed contemporaneously with the Closing, substantially in the form attached hereto as Exhibit B.
"OA" or "Original Operating Agreement" means the Operating Agreement of Palmetto Grand Ventures LLC dated as of June 15, 2017, by and between PCG and MSH, as the same has been amended, supplemented, or otherwise modified from time to time prior to the Effective Date.
"Outstanding Debt" means the outstanding principal balance, together with all accrued and unpaid interest, fees, and other amounts owing, under the GANB Loan, which the Parties acknowledge and agree was approximately Forty-Eight Million Six Hundred Thousand Dollars ($48,600,000) as of December 31, 2022, and may have changed as of the Closing Date in the ordinary course of scheduled amortization and interest accrual.
"Outside Date" has the meaning set forth in Section 9.1(b).
"Permitted Encumbrances" means (a) the GANB Loan and all instruments, agreements, and documents executed in connection therewith, (b) the Franchise Agreement and all amendments, supplements, and ancillary agreements related thereto, (c) standard and customary real property exceptions, including easements, rights-of-way, covenants, conditions, and restrictions of record as of the Effective Date that do not materially impair the use or value of the Property, (d) liens for taxes, assessments, and governmental charges not yet delinquent or being contested in good faith by appropriate proceedings, and (e) the restrictions on transfer set forth in the OA and applicable federal and state securities laws.
"Person" means any individual, corporation, partnership, limited liability company, joint venture, trust, estate, Governmental Authority, or other entity of any kind.
"Property" means The Palmetto Grand Resort & Spa, a 312-room luxury beachfront hotel located at 650 Mandalay Avenue, Clearwater Beach, FL 33767, together with all real property, improvements, fixtures, furniture, furnishings, equipment, and personal property associated therewith and owned by the Company.
"Purchaser" means Pellegrino Capital Group LLC, a Florida limited liability company.
"Redeemed Interest" means MSH's thirty-five percent (35%) membership interest in the Company, including all economic, voting, governance, informational, and other rights associated therewith under the OA and applicable law.
"Redemption Price" has the meaning set forth in Section 2.2.
"Seller" means Meridian Shores Hospitality LLC, a Delaware limited liability company.
"Term Sheet" means the binding Term Sheet executed by the Parties on April 8, 2024, setting forth the principal terms for the redemption of the Redeemed Interest and the resolution of related disputes.
Section 1.2 — Rules of Construction.
Unless the context otherwise requires, the following rules of construction shall apply to the interpretation of this Agreement:
(a) The headings and captions contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this Agreement, and shall not be referred to in connection with the construction or interpretation of this Agreement.
(b) Whenever the words "include," "includes," or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation."
(c) Words in the singular shall be deemed to include the plural, and words in the plural shall be deemed to include the singular, as the context requires.
(d) The words "herein," "hereof," "hereunder," "hereby," and "hereto" refer to this Agreement as a whole (including the Exhibits and Schedules) and not to any particular Section or provision of this Agreement.
(e) References to "Sections," "Articles," "Exhibits," and "Schedules" are to the Sections, Articles, Exhibits, and Schedules of this Agreement, unless otherwise specified.
(f) References to statutes, rules, or regulations shall be deemed to refer to such statutes, rules, or regulations as amended, reenacted, supplemented, or superseded from time to time, unless otherwise expressly provided.
(g) References to "$" or "Dollars" shall mean United States Dollars.
(h) The use of "or" is not intended to be exclusive unless the context clearly requires otherwise.
(i) The Parties have jointly participated in the negotiation and drafting of this Agreement, and in the event of any ambiguity or dispute with respect to the interpretation of any provision of this Agreement, this Agreement shall not be construed against the drafting Party.
(j) All references to any agreement, document, or instrument shall mean such agreement, document, or instrument as amended, restated, supplemented, or otherwise modified from time to time, unless otherwise expressly provided.
ARTICLE II — REDEMPTION OF MEMBERSHIP INTEREST
Section 2.1 — Redemption.
Subject to the terms and conditions of this Agreement, at the Closing, MSH shall sell, assign, transfer, convey, and deliver to PCG, and PCG shall purchase, acquire, and accept from MSH, the Redeemed Interest, being thirty-five percent (35%) of the membership interests in the Company, free and clear of all Encumbrances other than Permitted Encumbrances. Upon the consummation of the Closing, MSH shall cease to be a member of the Company and shall have no further rights, obligations, or liabilities as a member of the Company, except as expressly set forth in this Agreement or the Mutual Release. PCG, as the sole remaining member of the Company following the Closing, shall hold one hundred percent (100%) of the membership interests in the Company.
Section 2.2 — Redemption Price.
The aggregate purchase price for the Redeemed Interest shall be Fifty-Two Million Eight Hundred Fifty Thousand Dollars ($52,850,000) (the "Redemption Price"). The Redemption Price was determined by the Parties through arm's-length negotiation conducted in the context of the Arbitration and mediation proceedings and reflects the following components, as more fully set forth on Schedule 1 attached hereto:
(a) MSH's thirty-five percent (35%) pro rata share of the net equity value of the Company's assets, determined with reference to the preliminary indication of value rendered by Linden Park Advisory LLC (Thomas Carraway, MAI, FRICS) in the range of One Hundred Thirty Million Dollars ($130,000,000) to One Hundred Thirty-Eight Million Dollars ($138,000,000), using a midpoint of One Hundred Thirty-Four Million Dollars ($134,000,000), and deducting the Outstanding Debt of approximately Forty-Eight Million Six Hundred Thousand Dollars ($48,600,000), yielding a net equity value at the midpoint of Eighty-Five Million Four Hundred Thousand Dollars ($85,400,000), of which MSH's thirty-five percent (35%) share equals Twenty-Nine Million Eight Hundred Ninety Thousand Dollars ($29,890,000);
(b) MSH's accrued and unpaid preferred return of Seventeen Million Ten Thousand Dollars ($17,010,000), representing an eight percent (8%) per annum cumulative preferred return, compounding annually, on MSH's total capital contributions of Eighteen Million Five Hundred Five Thousand Dollars ($18,505,000) from August 1, 2017 through December 31, 2022, as stipulated by the Parties during the Arbitration and as more fully set forth on Schedule 2 attached hereto; and
(c) A negotiated premium of Five Million Nine Hundred Fifty Thousand Dollars ($5,950,000), reflecting the resolution of disputed claims including, without limitation, MSH's claim for a bad-faith penalty under OA Section 12.7, MSH's claim for additional damages, and the acceleration of the closing timeline.
The Parties acknowledge and agree that the Redemption Price represents full and complete consideration for the Redeemed Interest and all economic rights associated therewith, including without limitation all accrued and unpaid distributions, preferred return, promote entitlements, carried interest, capital account balances, and all other rights and interests of MSH in or with respect to the Company under the OA or otherwise. MSH hereby waives any and all claims to any additional consideration, payment, distribution, or economic benefit from the Company, PCG, or any of their respective Affiliates in connection with the Redeemed Interest.
Section 2.3 — Payment of Redemption Price.
The Redemption Price shall be paid by PCG to MSH at the Closing by wire transfer of immediately available funds denominated in United States Dollars to the bank account designated by MSH in writing in accordance with the wire transfer instructions set forth on Exhibit F attached hereto, which instructions shall be delivered by MSH to PCG not less than three (3) Business Days prior to the Closing Date. PCG shall have no obligation to make any payment hereunder by any means other than wire transfer of immediately available funds. Payment of the Redemption Price in accordance with this Section 2.3 shall constitute full and complete satisfaction of PCG's payment obligations under this Agreement with respect to the redemption of the Redeemed Interest.
Section 2.4 — No Adjustments.
The Redemption Price is a fixed amount and shall not be subject to any post-closing purchase-price adjustment, true-up, working capital adjustment, earn-out, holdback, escrow, or similar mechanism. The Parties have negotiated the Redemption Price on an "as-is, where-is" basis as a settlement amount and expressly waive any right to seek any adjustment to the Redemption Price after the Closing, whether based on changes in the value of the Property, the Company, or the Redeemed Interest, or otherwise. The Parties acknowledge that the Redemption Price was determined in the context of a compromise of disputed claims and that neither Party makes any representation or warranty that the Redemption Price represents the precise fair market value of the Redeemed Interest.
ARTICLE III — CLOSING
Section 3.1 — Closing Date and Location.
The closing of the transactions contemplated by this Agreement (the "Closing") shall take place remotely via the electronic exchange of executed documents and wire transfer of funds on or before June 30, 2024, or such other date as the Parties may mutually agree upon in writing (the "Closing Date"). There shall be no requirement that the Parties physically convene at a single location, and the Closing may be conducted through the exchange of signature pages transmitted by electronic mail in portable document format (PDF) or through any commercially recognized electronic signature platform, in each case in accordance with Section 11.10. The Parties acknowledge that the actual Closing occurred on June 28, 2024.
Section 3.2 — Deliveries by MSH at Closing.
At or prior to the Closing, MSH shall deliver or cause to be delivered to PCG each of the following:
(a) Assignment of Membership Interest. A duly executed Assignment of Membership Interest, substantially in the form attached hereto as Exhibit A, by which MSH irrevocably assigns, transfers, conveys, and delivers to PCG all of MSH's right, title, and interest in and to the Redeemed Interest, constituting thirty-five percent (35%) of the membership interests in the Company, free and clear of all Encumbrances other than Permitted Encumbrances.
(b) Closing Certificate of MSH. A Closing Certificate of MSH, substantially in the form attached hereto as Exhibit D, duly executed by Nathaniel Cordero, in his capacity as Managing Member of MSH, certifying on behalf of MSH as to (i) the accuracy of the representations and warranties of MSH contained in Article IV as of the Closing Date, (ii) the performance and satisfaction by MSH of all covenants and conditions required to be performed or satisfied by MSH at or prior to the Closing, and (iii) such other matters as may be reasonably required by PCG.
(c) Mutual Release and Settlement Agreement. The Mutual Release, duly executed by MSH, Nathaniel Cordero (in his individual capacity), and Elena Cordero (in her individual capacity), substantially in the form attached hereto as Exhibit B.
(d) Resignations. Written resignations, effective as of the Closing Date, of any and all persons designated or appointed by MSH to any position, office, committee, or advisory role with the Company, including without limitation any seats on any advisory board, any positions as officer, and any other capacities in which such persons serve at the direction or appointment of MSH.
(e) Good Standing Certificates. A certificate of good standing (or its equivalent) for MSH issued by (i) the Secretary of State of the State of Delaware, and (ii) the Department of State of the State of Florida, in each case dated within ten (10) days of the Closing Date.
(f) IRS Form W-9. A properly completed and duly executed IRS Form W-9 (Request for Taxpayer Identification Number and Certification) for MSH, reflecting MSH's EIN: 84-3298174.
(g) Other Documents. Such other documents, instruments, certificates, and agreements as PCG may reasonably request in order to effectuate the transactions contemplated hereby, provided that such documents are consistent with the terms and intent of this Agreement and do not impose additional material obligations or liabilities on MSH.
Section 3.3 — Deliveries by PCG at Closing.
At or prior to the Closing, PCG shall deliver or cause to be delivered to MSH each of the following:
(a) Redemption Price. The 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 accordance with Section 2.3 and Exhibit F.
(b) Closing Certificate of PCG. A Closing Certificate of PCG, substantially in the form attached hereto as Exhibit C, duly executed by Marcus Thiel, in his capacity as Chief Financial Officer of PCG, certifying on behalf of PCG as to (i) the accuracy of the representations and warranties of PCG contained in Article V as of the Closing Date, (ii) the performance and satisfaction by PCG of all covenants and conditions required to be performed or satisfied by PCG at or prior to the Closing, and (iii) such other matters as may be reasonably required by MSH.
(c) Mutual Release and Settlement Agreement. The Mutual Release, duly executed by PCG and Dominic R. Pellegrino (in his individual capacity), substantially in the form attached hereto as Exhibit B.
(d) Lender Consent Letter. A copy of the Lender Consent from GANB, duly executed by an authorized officer of GANB, evidencing GANB's written consent to (i) the transfer of the Redeemed Interest from MSH to PCG, (ii) the acknowledgment that such transfer does not constitute an event of default under the GANB Loan, and (iii) the approval of the incremental draw of Thirty Million Eight Hundred Fifty Thousand Dollars ($30,850,000) on PGV's revolving credit facility under the GANB Loan.
(e) Amended and Restated Operating Agreement. Evidence that PCG will execute, as promptly as practicable following the Closing, an Amended and Restated Operating Agreement of the Company, reflecting PCG as the sole member holding one hundred percent (100%) of the membership interests in the Company and as the sole Manager thereof. The Parties acknowledge that such Amended and Restated Operating Agreement was executed on July 15, 2024.
(f) Other Documents. Such other documents, instruments, certificates, and agreements as MSH may reasonably request in order to effectuate the transactions contemplated hereby, provided that such documents are consistent with the terms and intent of this Agreement and do not impose additional material obligations or liabilities on PCG.
Section 3.4 — Joint Deliveries.
At the Closing, or as promptly as practicable thereafter, the Parties shall jointly execute and deliver, or cause to be executed and delivered:
(a) Joint Stipulation of Dismissal with Prejudice. A Joint Stipulation of Dismissal with Prejudice of the Arbitration (JAMS Ref. No. 1440032871), substantially in the form attached hereto as Exhibit E, to be filed with JAMS promptly after the Closing, with each Party bearing its own costs and fees incurred in connection with the Arbitration. The Parties acknowledge that such Joint Stipulation of Dismissal with Prejudice was filed with JAMS on August 9, 2024.
ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF MSH
MSH hereby represents and warrants to PCG as of the Effective Date and as of the Closing Date as follows:
Section 4.1 — 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, with its principal office at 220 Royal Palm Way, Suite 300, Palm Beach, FL 33480. MSH has all requisite limited liability company power and authority to own, lease, and operate its properties and to carry on its business as presently conducted. MSH is duly qualified to do business as a foreign limited liability company and is in good standing in the State of Florida, and in each other jurisdiction where the nature of its business or the ownership or leasing of its properties requires such qualification, except where the failure to be so qualified would not have a material adverse effect on MSH's ability to perform its obligations under this Agreement.
Section 4.2 — Authorization; Binding Effect.
MSH has all requisite limited liability company power and authority to execute, deliver, and perform this Agreement and each of the other documents and instruments to be executed and delivered by MSH in connection herewith (collectively with this Agreement, the "MSH Transaction Documents"), and to consummate the transactions contemplated hereby and thereby. The execution and delivery by MSH of each of the MSH Transaction Documents and the performance by MSH of its obligations thereunder have been duly authorized by all necessary limited liability company action on the part of MSH, including the approval of Nathaniel Cordero, in his capacity as Managing Member of MSH. No other proceedings on the part of MSH or its members are necessary to authorize the execution, delivery, or performance of the MSH Transaction Documents. This Agreement has been, and each of the other MSH Transaction Documents will be at the Closing, duly and validly executed and delivered by MSH and, assuming the due authorization, execution, and delivery by PCG of this Agreement and each of the other documents to which PCG is a party, constitutes, or will constitute, as applicable, a legal, valid, and binding obligation of MSH, enforceable against MSH in accordance with its terms, subject 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 — No Conflicts.
The execution, delivery, and performance by MSH of this Agreement and the MSH Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) violate, conflict with, or result in a breach of any provision of, or constitute a default under, MSH's certificate of formation, operating agreement, or other organizational documents; (b) violate, conflict with, or result in a breach of, or constitute a default under, any law, statute, rule, regulation, order, writ, injunction, judgment, or decree of any Governmental Authority applicable to MSH or any of its properties or assets; or (c) result in a breach of, constitute a default under, or give rise to any right of termination, cancellation, acceleration, or loss of any benefit under, any material contract, agreement, lease, license, permit, or other instrument or obligation to which MSH is a party or by which MSH or any of its properties or assets may be bound or affected.
Section 4.4 — Title to Redeemed Interest.
MSH is the sole record and beneficial owner of the Redeemed Interest, constituting thirty-five percent (35%) of the membership interests in the Company. The Redeemed Interest is free and clear of all Encumbrances, other than (a) restrictions on transfer imposed by the OA, (b) restrictions imposed by applicable federal and state securities laws, and (c) the Permitted Encumbrances. MSH has not sold, transferred, assigned, pledged, hypothecated, encumbered, or otherwise disposed of the Redeemed Interest or any portion thereof or any interest therein, and MSH has not granted any option, warrant, right of first refusal, right of first offer, or other right to purchase or acquire the Redeemed Interest or any portion thereof or any interest therein, other than the Call Option. At the Closing, MSH will deliver to PCG good and valid title to the Redeemed Interest, free and clear of all Encumbrances other than Permitted Encumbrances. The Redeemed Interest constitutes all of MSH's right, title, and interest in and to the Company, and following the Closing, MSH will not retain any economic, voting, governance, informational, or other interest in or rights with respect to the Company.
Section 4.5 — Consents.
No consent, approval, authorization, order, registration, qualification, designation, declaration, or filing with or of any Person or Governmental Authority is required on the part of MSH in connection with the execution, delivery, and performance of this Agreement or any of the MSH Transaction Documents, or the consummation of the transactions contemplated hereby or thereby, other than (a) the Lender Consent, which shall be obtained by PCG, and (b) such filings as may be required under applicable federal or state tax laws, all of which shall be made in due course following the Closing.
Section 4.6 — Litigation.
Except for the Arbitration (JAMS Ref. No. 1440032871), there is no action, suit, claim, proceeding, investigation, or inquiry pending or, to MSH's Knowledge, threatened against MSH or any of its Affiliates, members, managers, or officers, that (a) relates to or affects the Redeemed Interest, the Company, or the Property, or (b) challenges or seeks to prevent, enjoin, alter, or materially delay the consummation of the transactions contemplated by this Agreement. MSH is not subject to any outstanding order, writ, injunction, judgment, or decree of any Governmental Authority that would impair MSH's ability to perform its obligations under this Agreement.
Section 4.7 — Brokers.
MSH has not engaged any broker, finder, financial advisor, investment banker, or other intermediary in connection with the transactions contemplated by this Agreement, and no Person is entitled to any brokerage commission, finder's fee, or similar payment in connection with such transactions based upon any arrangement or agreement made by or on behalf of MSH.
Section 4.8 — Tax Matters.
MSH has timely filed, or caused to be filed, all tax returns required to be filed by MSH with respect to the Redeemed Interest and MSH's membership in the Company. MSH has paid, or caused to be paid, all taxes due and payable with respect to the Redeemed Interest and MSH's membership in the Company. There are no pending or, to MSH's Knowledge, threatened tax audits, assessments, deficiency notices, or other proceedings by any taxing authority with respect to MSH's ownership of the Redeemed Interest or MSH's distributive share of income, gain, loss, deductions, or credits of the Company. MSH's federal employer identification number is 84-3298174.
ARTICLE V — REPRESENTATIONS AND WARRANTIES OF PCG
PCG hereby represents and warrants to MSH as of the Effective Date and as of the Closing Date as follows:
Section 5.1 — 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, with its principal office at 1900 Bayshore Boulevard, Suite 1400, Tampa, FL 33606. PCG's registered agent is CT Agents of Florida LLC, 1201 Hays Street, Tallahassee, FL 32301. PCG has all requisite limited liability company power and authority to own, lease, and operate its properties and to carry on its business as presently conducted. PCG is duly qualified to do business in each jurisdiction where the nature of its business or the ownership or leasing of its properties requires such qualification, except where the failure to be so qualified would not have a material adverse effect on PCG's ability to perform its obligations under this Agreement. PCG's federal employer identification number is 83-2147605.
Section 5.2 — Authorization; Binding Effect.
PCG has all requisite limited liability company power and authority to execute, deliver, and perform this Agreement and each of the other documents and instruments to be executed and delivered by PCG in connection herewith (collectively with this Agreement, the "PCG Transaction Documents"), and to consummate the transactions contemplated hereby and thereby. Dominic R. Pellegrino, in his capacity as Managing Member of PCG, has authorized the execution and delivery by PCG of each of the PCG Transaction Documents and the performance by PCG of its obligations thereunder, and such authorization constitutes all necessary limited liability company action on the part of PCG. No other proceedings on the part of PCG or its members are necessary to authorize the execution, delivery, or performance of the PCG Transaction Documents. This Agreement has been, and each of the other PCG Transaction Documents will be at the Closing, duly and validly executed and delivered by PCG and, assuming the due authorization, execution, and delivery by MSH of this Agreement and each of the other documents to which MSH is a party, constitutes, or will constitute, as applicable, a legal, valid, and binding obligation of PCG, enforceable against PCG in accordance with its terms, subject 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 5.3 — No Conflicts.
The execution, delivery, and performance by PCG of this Agreement and the PCG Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) violate, conflict with, or result in a breach of any provision of, or constitute a default under, PCG's articles of organization, operating agreement, or other organizational documents; (b) violate, conflict with, or result in a breach of, or constitute a default under, any law, statute, rule, regulation, order, writ, injunction, judgment, or decree of any Governmental Authority applicable to PCG or any of its properties or assets; or (c) result in a breach of, constitute a default under, or give rise to any right of termination, cancellation, acceleration, or loss of any benefit under, any material contract, agreement, lease, license, permit, or other instrument or obligation to which PCG is a party or by which PCG or any of its properties or assets may be bound or affected.
Section 5.4 — Financial Capacity.
PCG has, or will have available at the Closing, sufficient funds to pay the Redemption Price in full on the Closing Date. PCG intends to fund the Redemption Price from a combination of (a) existing liquidity of approximately Twenty-Two Million Dollars ($22,000,000) held by PCG and its Affiliates, and (b) an incremental draw of approximately Thirty Million Eight Hundred Fifty Thousand Dollars ($30,850,000) on PGV's revolving credit facility with GANB under the GANB Loan (Loan No. CRE-2017-06284), for which the Lender Consent has been obtained or will be obtained prior to the Closing Date. PCG's obligation to consummate the transactions contemplated hereby is not conditioned on PCG's obtaining financing, and the failure by PCG to have sufficient funds available to pay the Redemption Price at the Closing shall not relieve PCG of any of its obligations hereunder. PCG acknowledges that MSH has relied upon the representations set forth in this Section 5.4 in entering into this Agreement.
Section 5.5 — Consents.
No consent, approval, authorization, order, registration, qualification, designation, declaration, or filing with or of any Person or Governmental Authority is required on the part of PCG in connection with the execution, delivery, and performance of this Agreement or any of the PCG Transaction Documents, or the consummation of the transactions contemplated hereby or thereby, other than (a) the Lender Consent, and (b) such filings as may be required under applicable federal or state tax laws, all of which shall be made in due course following the Closing.
Section 5.6 — Litigation.
Except for the Arbitration (JAMS Ref. No. 1440032871), there is no action, suit, claim, proceeding, investigation, or inquiry pending or, to PCG's Knowledge, threatened against PCG or any of its Affiliates, members, managers, or officers, that would impair or materially delay PCG's ability to consummate the transactions contemplated by this Agreement, or that challenges or seeks to prevent, enjoin, alter, or materially delay the consummation thereof. PCG is not subject to any outstanding order, writ, injunction, judgment, or decree of any Governmental Authority that would impair PCG's ability to perform its obligations under this Agreement.
Section 5.7 — Brokers.
PCG has not engaged any broker, finder, financial advisor, investment banker, or other intermediary in connection with the transactions contemplated by this Agreement, and no Person is entitled to any brokerage commission, finder's fee, or similar payment in connection with such transactions based upon any arrangement or agreement made by or on behalf of PCG.
Section 5.8 — Company Operations.
Since January 1, 2024, PCG, acting in its capacity as the sole Manager of the Company, has operated the Company and the Property in the ordinary course of business consistent with past practice and in compliance in all material respects with all applicable laws, regulations, permits, and licenses. The Property continues to operate under the Franchise Agreement with Aurelian Hotels & Resorts Inc. in good standing. No Material Adverse Effect has occurred with respect to the Company or the Property since December 31, 2022. Without limiting the generality of the foregoing, PCG represents and warrants that, for the fiscal year ended December 31, 2022: (a) the Company's total hotel revenue was approximately Sixty-Two Million Eight Hundred Thousand Dollars ($62,800,000); (b) the Company's revenue per available room ("RevPAR") was approximately Two Hundred Eighty-Nine Dollars ($289); (c) the Company's net operating income ("NOI") was approximately Eighteen Million Four Hundred Thousand Dollars ($18,400,000); and (d) the Company's earnings before interest, taxes, depreciation, and amortization ("EBITDA") was approximately Nineteen Million Seven Hundred Thousand Dollars ($19,700,000). PCG has not, since January 1, 2024, taken any action or failed to take any action that would constitute a breach of any of the covenants set forth in Section 6.1 of this Agreement, assuming such covenants had been in effect since such date.
Section 5.9 — GANB Loan.
As of December 31, 2022, the GANB Loan had an outstanding principal balance of approximately Forty-Eight Million Six Hundred Thousand Dollars ($48,600,000). The GANB Loan bears interest at a rate of SOFR plus 2.25% per annum and matures on August 1, 2027. No event of default has occurred and is continuing under the GANB Loan, and to PCG's Knowledge, no event has occurred that, with the giving of notice or the passage of time or both, would constitute an event of default under the GANB Loan. The Company has made all required payments of principal, interest, and other amounts due under the GANB Loan as and when due. The GANB Loan documents have not been materially amended, waived, or modified since the Effective Date of this Agreement, other than (a) the conversion of the interest rate benchmark from LIBOR to SOFR completed in 2022, and (b) such modifications as may be required in connection with obtaining the Lender Consent.
ARTICLE VI — COVENANTS
Section 6.1 — Conduct of Business Pending Closing.
From the Effective Date through the Closing Date, PCG shall, in its capacity as the sole Manager of the Company, continue to operate the Company and the Property in the ordinary course of business consistent with past practice and in compliance in all material respects with all applicable laws, regulations, permits, and licenses. Without limiting the generality of the foregoing, from the Effective Date through the Closing Date, PCG shall not, and shall cause the Company not to, without MSH's prior written consent (which consent shall not be unreasonably withheld, conditioned, or delayed):
(a) incur, assume, or guarantee any indebtedness for borrowed money or issue any debt securities, outside the ordinary course of business, except for (i) the incremental draw on PGV's revolving credit facility with GANB of approximately Thirty Million Eight Hundred Fifty Thousand Dollars ($30,850,000) to fund a portion of the Redemption Price, and (ii) routine borrowings under existing credit facilities in the ordinary course of business;
(b) sell, transfer, lease, license, encumber, mortgage, pledge, or otherwise dispose of any material asset of the Company or the Property, other than dispositions of obsolete or worn-out equipment in the ordinary course of business;
(c) enter into, materially amend, modify, terminate, or waive any rights under any material contract, agreement, or commitment to which the Company is a party or by which any of its assets are bound, other than in the ordinary course of business;
(d) declare, set aside, make, or pay any distribution, dividend, or return of capital to any member of the Company; or
(e) take any action that would reasonably be expected to result in a Material Adverse Effect with respect to the Company or the Property.
Section 6.2 — Lender Consent.
PCG shall use commercially reasonable efforts to obtain the Lender Consent from GANB prior to the Closing Date. Such efforts shall include, without limitation, (a) promptly submitting to GANB all documentation and information reasonably requested by GANB in connection with its review and approval of the transfer of the Redeemed Interest and the incremental revolving credit draw of Thirty Million Eight Hundred Fifty Thousand Dollars ($30,850,000), (b) causing appropriate officers and representatives of PCG and the Company to be available for meetings and discussions with GANB as reasonably requested, and (c) negotiating in good faith any reasonable conditions or modifications to the GANB Loan documents that may be required by GANB as a condition to granting the Lender Consent. MSH shall cooperate with PCG's reasonable requests for information or documentation in connection with obtaining the Lender Consent, provided that MSH shall not be required to incur any material cost or expense or assume any material obligation or liability in connection therewith. PCG shall promptly notify MSH upon receipt of the Lender Consent and shall deliver a copy thereof to MSH.
Section 6.3 — Further Assurances.
Each Party shall, at the request of the other Party, from time to time after the Closing, execute, acknowledge, and deliver, or cause to be executed, acknowledged, and delivered, such additional documents, instruments, conveyances, assignments, and transfers, and take such further actions, as may be reasonably necessary or desirable to effectuate fully the purposes and intent of this Agreement and to vest in PCG complete and good title to the Redeemed Interest, free and clear of all Encumbrances other than Permitted Encumbrances. Without limiting the generality of the foregoing, MSH shall cooperate with PCG in connection with any filings, notifications, or other submissions required to be made with any Governmental Authority in connection with the consummation of the transactions contemplated hereby.
Section 6.4 — Tax Matters.
The Parties shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the preparation and filing of all tax returns relating to the Company for all taxable periods ending on or prior to the Closing Date. PCG's accountants, Grantham, Pryce & Associates CPAs (Howard Grantham, CPA, partner-in-charge), shall prepare the final IRS Form 1065 (U.S. Return of Partnership Income) and corresponding Schedules K-1 for the Company (EIN 82-5063921) for the taxable year ending on the Closing Date and any short period resulting from the Closing. The Parties shall allocate items of income, gain, loss, deduction, and credit for the taxable year in which the Closing occurs between the portion of such taxable year ending on the Closing Date and the portion of such taxable year beginning after the Closing Date in accordance with Section 706 of the Code and the allocation provisions of the OA, using the "interim closing of the books" method unless the Parties mutually agree otherwise in writing. PCG shall deliver to MSH a draft of each Schedule K-1 relating to MSH for review and comment not less than thirty (30) days prior to the due date (including extensions) for filing the applicable Form 1065, and PCG shall consider in good faith any reasonable comments provided by MSH within fifteen (15) days of receipt thereof. Each Party shall retain all books, records, and documents relating to the tax affairs of the Company for a period of not less than seven (7) years following the Closing Date, or for such longer period as may be required by applicable law. Each Party shall provide the other Party with reasonable access to such books, records, and documents during normal business hours upon reasonable advance notice.
Section 6.5 — Dismissal of Arbitration.
Within thirty (30) days following the Closing, the Parties shall cause their respective counsel to jointly file with JAMS a Stipulation of Dismissal with Prejudice of the Arbitration (JAMS Ref. No. 1440032871), substantially in the form attached hereto as Exhibit E, with each Party bearing its own costs, fees, and expenses incurred in connection with the Arbitration, including without limitation attorneys' fees, expert fees, arbitrator fees, and administrative fees. The Parties shall cooperate in good faith to prepare, execute, and file such stipulation in a timely manner. Neither Party shall take any action to reinstate, revive, or otherwise pursue any claim or counterclaim that was or could have been asserted in the Arbitration, except as expressly permitted under this Agreement or the Mutual Release. The Parties acknowledge that the Joint Stipulation of Dismissal with Prejudice was filed with JAMS on August 9, 2024.
Section 6.6 — Confidentiality.
The terms of this Agreement, including without limitation the Redemption Price and all financial terms set forth herein, and the terms of the Mutual Release and the Term Sheet, shall be maintained as strictly confidential by each Party and shall not be disclosed to any Person, except: (a) as required by applicable law, rule, regulation, or legal process, including any subpoena or order of a court or Governmental Authority of competent jurisdiction; (b) as necessary to obtain the Lender Consent from GANB or to comply with the terms of the GANB Loan; (c) to the respective Party's Affiliates, members, managers, officers, employees, attorneys, accountants, financial advisors, and other professional advisors who have a need to know such information in connection with the transactions contemplated hereby and who are bound by obligations of confidentiality no less restrictive than those set forth in this Section 6.6; (d) in connection with insurance claims or insurance recovery proceedings relating to the Company or the Property, to the extent reasonably necessary; or (e) with the prior written consent of the other Party. In the event that a Party is required by applicable law, rule, regulation, or legal process to disclose any confidential information, such Party shall (to the extent legally permitted) provide the other Party with prompt written notice thereof and shall cooperate with the other Party in seeking a protective order or other appropriate remedy to limit or prevent such disclosure.
Section 6.7 — Non-Disparagement.
From and after the Effective Date, neither Party shall, and each Party shall cause its respective Affiliates, members, managers, officers, and employees not to, directly or indirectly, make, publish, or communicate to any Person, or cause any other Person to make, publish, or communicate, any statement that is disparaging, defamatory, or derogatory of the other Party or any of the other Party's principals, members, managers, officers, employees, agents, or representatives, in connection with the dispute between the Parties, the Arbitration, this Agreement, or the transactions contemplated hereby. Nothing in this Section 6.7 shall restrict any Party from (a) making truthful statements as required by applicable law, rule, regulation, or legal process, (b) making truthful statements in connection with any legal proceeding, (c) communicating with its own attorneys, accountants, and professional advisors, or (d) responding to any inquiry from a Governmental Authority.
ARTICLE VII — CONDITIONS TO CLOSING
Section 7.1 — Conditions to PCG's Obligation to Close.
The obligation of PCG to consummate the transactions contemplated by this Agreement at the Closing is subject to the satisfaction or waiver by PCG (in PCG's sole discretion) of each of the following conditions at or prior to the Closing:
(a) Accuracy of Representations and Warranties. Each of the representations and warranties of MSH set forth in Article IV shall be true and correct in all material respects as of the Effective Date and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties that speak as of a specific date, which shall be true and correct in all material respects as of such specified date).
(b) Performance of Covenants. MSH shall have performed and complied in all material respects with all covenants, agreements, and obligations required to be performed or complied with by MSH under this Agreement at or prior to the Closing.
(c) Delivery of MSH's Closing Deliverables. MSH shall have delivered, or caused to be delivered, to PCG all of the documents, instruments, and other items required to be delivered by MSH pursuant to Section 3.2.
(d) No Injunction. No temporary restraining order, preliminary or permanent injunction, cease and desist order, or other order or decree issued by any court of competent jurisdiction or Governmental Authority, and no law, statute, rule, or regulation enacted by any Governmental Authority, shall be in effect that restrains, enjoins, prohibits, or otherwise makes illegal the consummation of the transactions contemplated by this Agreement.
(e) No Material Adverse Effect. Since the Effective Date, no Material Adverse Effect shall have occurred with respect to the Redeemed Interest, the Company, or the Property.
Section 7.2 — Conditions to MSH's Obligation to Close.
The obligation of MSH to consummate the transactions contemplated by this Agreement at the Closing is subject to the satisfaction or waiver by MSH (in MSH's sole discretion) of each of the following conditions at or prior to the Closing:
(a) Accuracy of Representations and Warranties. Each of the representations and warranties of PCG set forth in Article V shall be true and correct in all material respects as of the Effective Date and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties that speak as of a specific date, which shall be true and correct in all material respects as of such specified date).
(b) Performance of Covenants. PCG shall have performed and complied in all material respects with all covenants, agreements, and obligations required to be performed or complied with by PCG under this Agreement at or prior to the Closing.
(c) Delivery of PCG's Closing Deliverables. PCG shall have delivered, or caused to be delivered, to MSH all of the documents, instruments, and other items required to be delivered by PCG pursuant to Section 3.3, including without limitation the wire transfer of the Redemption Price in the amount of Fifty-Two Million Eight Hundred Fifty Thousand Dollars ($52,850,000) in immediately available funds.
(d) Lender Consent. The Lender Consent shall have been obtained from GANB in form and substance reasonably satisfactory to MSH, and a copy thereof shall have been delivered to MSH.
(e) No Injunction. No temporary restraining order, preliminary or permanent injunction, cease and desist order, or other order or decree issued by any court of competent jurisdiction or Governmental Authority, and no law, statute, rule, or regulation enacted by any Governmental Authority, shall be in effect that restrains, enjoins, prohibits, or otherwise makes illegal the consummation of the transactions contemplated by this Agreement.
Section 7.3 — Frustration of Closing Conditions.
Neither Party may rely on the failure of any closing condition set forth in Section 7.1 or Section 7.2, as applicable, if such failure was caused by such Party's breach of any of its own representations, warranties, covenants, or agreements set forth in this Agreement, or by such Party's failure to use commercially reasonable efforts to satisfy such condition, in each case to the extent required by this Agreement. Each Party shall use commercially reasonable efforts to cause the conditions to the other Party's obligation to close to be satisfied on or before the Closing Date.
ARTICLE VIII — INDEMNIFICATION
Section 8.1 — Indemnification by MSH.
Subject to the terms and limitations set forth in this Article VIII, from and after the Closing, MSH shall indemnify, defend, and hold harmless PCG and its Affiliates and their respective members, managers, offic

REDEMPTION AGREEMENT

PELLEGRINO CAPITAL GROUP LLC

MERIDIAN SHORES HOSPITALITY LLC

REDEMPTION AGREEMENT

RECITALS

WHEREAS:

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Parties

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