1027-00004 · Pellegrino Capital Group · Closing

buyers-closing-certificate.docx DOCUMENT Real Estate

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BUYER'S CLOSING CERTIFICATE

Delivered Pursuant to Section 8.2(c) of the Purchase and Sale Agreement

September 15, 2025

Reference: Purchase and Sale Agreement dated as of July 7, 2025 (the "PSA"), by and between Saltaire Hospitality Holdings LLC, a Delaware limited liability company ("Seller"), and PCG Delray Hotel LLC, a Florida limited liability company ("Buyer").

Property: That certain real property and associated personal property, intangibles, permits, licenses, and entitlements located at 455 South Ocean Boulevard, Delray Beach, Florida 33483, Palm Beach County, Florida, bearing Palm Beach County Parcel Identification Number 12-43-46-27-01-005-0010, and commonly known as "The Marisol Hotel" (together with all improvements, fixtures, furniture, equipment, and other property described in the PSA, collectively, the "Property").

Purchase Price: Thirty-Five Million and No/100 Dollars ($35,000,000.00).

RECITALS

A. Seller and Buyer are parties to that certain Purchase and Sale Agreement dated as of July 7, 2025 (the "PSA"), pursuant to which Seller has agreed to sell, and Buyer has agreed to purchase, the Property for a purchase price of Thirty-Five Million and No/100 Dollars ($35,000,000.00), subject to and upon the terms and conditions set forth in the PSA.

B. Pursuant to Section 8.2(c) of the PSA, as a condition precedent to Seller's obligation to consummate the Closing, Buyer is required to deliver to Seller at Closing a certificate, duly executed by an authorized officer or representative of Buyer, certifying to Seller, among other things, the accuracy and completeness of Buyer's representations and warranties, the due performance of Buyer's covenants and obligations, and such other matters as set forth herein.

C. September 15, 2025 is the "Closing Date" as defined in Section 9.1 of the PSA. The Closing is being conducted through an escrow closing at the offices of Palmetto Title & Escrow Company, 200 Clematis Street, Suite 400, West Palm Beach, Florida 33401, with Denise Lafleur serving as title officer and closing agent.

D. PCG Delray Hotel LLC is a Florida limited liability company whose sole member is Pellegrino Capital Group LLC, a Florida limited liability company ("PCG"). PCG Delray Hotel LLC was formed as a single-purpose entity for the specific purpose of acquiring, owning, and operating the Property.

E. All capitalized terms used but not otherwise defined in this Certificate shall have the respective meanings ascribed to such terms in the PSA.

NOW, THEREFORE, the undersigned hereby certifies to Seller, the Escrow Agent, and the Lender (each as identified herein) as follows:

Section 1 — Identity and Authority of Certifying Officer

The undersigned, Marco A. Pellegrino, is the Founder and Managing Principal of Pellegrino Capital Group LLC, a Florida limited liability company ("PCG"), which is the sole member and manager of PCG Delray Hotel LLC, a Florida limited liability company (the "Buyer"). Mr. Pellegrino has served as Founder and Managing Principal of PCG since the firm's inception in 2012 and has directed all material operations, investment decisions, and capital allocation activities of PCG and its affiliated entities throughout such period.

Mr. Pellegrino is duly authorized to execute and deliver this Certificate on behalf of Buyer pursuant to (i) the Operating Agreement of PCG Delray Hotel LLC, dated as of August 4, 2025, a copy of which is attached hereto as Exhibit A-2, which designates PCG, acting through its Managing Principal, as the sole manager of Buyer with full authority to bind Buyer in connection with the transactions contemplated by the PSA, and (ii) the written consent and authorizing resolutions of PCG, acting in its capacity as sole member of Buyer, authorizing the execution, delivery, and performance of the PSA, all closing documents, and all loan documents, a copy of which authorizing resolutions is attached hereto as Exhibit B.

The principal offices of PCG are located at 2400 Ponce de Leon Boulevard, Suite 1100, Coral Gables, Florida 33134. PCG is a diversified real-estate investment and management firm that currently manages approximately Six Hundred Eighty Million Dollars ($680,000,000) in assets across hospitality, multifamily residential, and mixed-use real-estate holdings located primarily in the southeastern United States, the Caribbean, and select gateway markets.

Marco A. Pellegrino holds a seventy-eight percent (78%) membership interest in PCG. The remaining twenty-two percent (22%) membership interest in PCG is held by the Pellegrino Family Irrevocable Trust (2014), a Florida irrevocable trust established for estate-planning purposes.

No other person or entity has any ownership interest in, or voting or consent rights with respect to, Buyer, other than PCG as its sole member.

Section 2 — Due Formation, Valid Existence, and Good Standing

The undersigned hereby certifies as follows with respect to the due formation, valid existence, and good standing of Buyer and its sole member:

(a) PCG Delray Hotel LLC has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Florida. PCG Delray Hotel LLC's Articles of Organization were filed with the Secretary of State of the State of Florida on August 4, 2025, and were accepted and recorded by the Florida Division of Corporations. PCG Delray Hotel LLC has not been dissolved, merged, or consolidated with any other entity, and no proceedings for the dissolution, winding up, or termination of PCG Delray Hotel LLC have been commenced or are contemplated.

(b) PCG Delray Hotel LLC is a single-member Florida limited liability company. Its sole member is Pellegrino Capital Group LLC, a Florida limited liability company. PCG Delray Hotel LLC was formed as a single-purpose entity solely for the purpose of acquiring, owning, holding, operating, managing, financing, and disposing of the Property, and PCG Delray Hotel LLC has not engaged in, and does not presently engage in, any business or activity other than those activities directly related to the acquisition of the Property and the transactions contemplated by the PSA and the related loan documents.

(c) Pellegrino Capital Group LLC is duly organized, validly existing, and in good standing as a limited liability company under the laws of the State of Florida. PCG has been continuously in good standing with the Florida Division of Corporations since its formation in 2012.

(d) The Employer Identification Number (EIN) of Pellegrino Capital Group LLC, as assigned by the Internal Revenue Service, is 83-2749016. The Employer Identification Number (EIN) of PCG Delray Hotel LLC, as assigned by the Internal Revenue Service, is 93-4817253.

(e) True, correct, and complete copies of the formation documents of PCG Delray Hotel LLC, including the Articles of Organization filed with the Secretary of State of the State of Florida and the Operating Agreement of PCG Delray Hotel LLC, are attached hereto as Exhibit A (with the Articles of Organization attached as Exhibit A-1 and the Operating Agreement attached as Exhibit A-2).

Section 3 — Due Authorization

The undersigned hereby certifies that the execution, delivery, and performance of the PSA and all closing documents by Buyer, and the consummation of the transactions contemplated thereby, including without limitation (i) the acquisition of the Property for a purchase price of Thirty-Five Million and No/100 Dollars ($35,000,000.00), (ii) the financing of a portion of such purchase price with a first-mortgage acquisition loan in the original principal amount of Twenty-Four Million Five Hundred Thousand and No/100 Dollars ($24,500,000.00) from Meridian Coast Bank, N.A., a national banking association (the "Lender"), pursuant to a loan commitment dated August 22, 2025, including the execution and delivery of all loan documents in connection therewith, including, without limitation, the promissory note, mortgage, security agreement, assignment of rents and leases, assignment of hotel management agreements, environmental indemnity agreement, guaranty, and all related instruments, and (iii) the payment of all closing costs, prorations, and adjustments set forth on the closing statement, have been duly authorized by all necessary limited liability company action on the part of both PCG Delray Hotel LLC and Pellegrino Capital Group LLC, as sole member of Buyer.

No further consent, approval, authorization, or other action by any member, manager, officer, or other person or entity (whether pursuant to the organizational documents of Buyer or PCG, by operation of law, or otherwise) is required in connection with the execution, delivery, and performance by Buyer of the PSA, any closing document, any loan document, or any other agreement, instrument, or certificate contemplated thereby or delivered in connection therewith, or the consummation by Buyer of the transactions contemplated by the PSA and the related loan documents.

True, correct, and complete copies of the written consent and authorizing resolutions of Pellegrino Capital Group LLC, acting in its capacity as sole member of PCG Delray Hotel LLC, approving and authorizing the transactions described herein, are attached hereto as Exhibit B.

The person executing this Certificate and the closing documents on behalf of Buyer has been duly authorized to do so by all requisite limited liability company action, and no other signature or additional authorization is necessary to bind Buyer in connection herewith.

Section 4 — Representations and Warranties Bring-Down

The undersigned hereby certifies that all representations and warranties of Buyer contained in the PSA (including, without limitation, those representations and warranties set forth in Article VI of the PSA) are true, correct, and complete in all material respects as of the Closing Date, September 15, 2025, with the same force and effect as though such representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty is true, correct, and complete in all material respects as of such earlier date.

Since the date of the PSA, no event has occurred and no condition exists that would make any such representation or warranty of Buyer untrue, incorrect, or incomplete in any material respect as of the Closing Date. Without limiting the generality of the foregoing, Buyer confirms that there has been no change in the information previously disclosed by Buyer to Seller in connection with the PSA that would render any representation or warranty of Buyer materially misleading or inaccurate.

Section 5 — Performance of Covenants and Obligations

The undersigned hereby certifies that Buyer has duly performed and complied with, in all material respects, all covenants, agreements, conditions, and obligations required by the PSA to be performed or complied with by Buyer on or before the Closing Date, including, without limitation, the following:

(a) Earnest Money Deposit. Buyer timely deposited with Palmetto Title & Escrow Company (located at 200 Clematis Street, Suite 400, West Palm Beach, Florida 33401; title officer: Denise Lafleur) (the "Escrow Agent") the Earnest Money Deposit in the amount of One Million Seven Hundred Fifty Thousand and No/100 Dollars ($1,750,000.00), in accordance with Section 3.1 of the PSA.

(b) Additional Deposit. Buyer timely deposited with the Escrow Agent the Additional Deposit in the amount of Eight Hundred Seventy-Five Thousand and No/100 Dollars ($875,000.00), in accordance with Section 3.2 of the PSA, bringing the total deposits held by the Escrow Agent to Two Million Six Hundred Twenty-Five Thousand and No/100 Dollars ($2,625,000.00).

(c) Balance of Purchase Price. Buyer has delivered, or will deliver concurrently with Closing, the balance of the Purchase Price in the amount of Thirty-Two Million Three Hundred Seventy-Five Thousand and No/100 Dollars ($32,375,000.00), consisting of (i) loan proceeds in the amount of Twenty-Four Million Five Hundred Thousand and No/100 Dollars ($24,500,000.00) from Meridian Coast Bank, N.A., to be funded directly to the Escrow Agent at Closing, and (ii) Buyer equity in the amount of Seven Million Eight Hundred Seventy-Five Thousand and No/100 Dollars ($7,875,000.00), to be wired to the Escrow Agent prior to or concurrently with the Closing.

(d) Closing Documents. Buyer has executed and delivered, or will execute and deliver concurrently with Closing, all closing documents required of Buyer pursuant to Section 9.3 of the PSA, including without limitation this Certificate, the assignment and assumption agreement, the bill of sale, the closing statement, the title affidavit, and all other instruments, certificates, and documents required by the PSA, the Escrow Agent, or the Lender.

Section 6 — No Conflicts; No Violations

The undersigned hereby certifies that neither the execution and delivery of the PSA and the closing documents by Buyer, nor the consummation of the transactions contemplated thereby (including the acquisition of the Property, the financing of such acquisition with loan proceeds from Meridian Coast Bank, N.A., and the granting of a mortgage lien and other security interests in connection therewith), will:

(a) conflict with, violate, or result in a breach of any provision of the Articles of Organization or Operating Agreement of PCG Delray Hotel LLC, or the Articles of Organization, Operating Agreement, or any other organizational document of Pellegrino Capital Group LLC;

(b) conflict with, result in a breach of, or constitute a default (or an event that, with the giving of notice or the lapse of time or both, would constitute a default) under any contract, agreement, indenture, mortgage, deed of trust, loan agreement, note, lease, license, instrument, order, judgment, injunction, award, or decree to which Buyer or PCG is a party or by which Buyer or PCG or any of their respective assets or properties is bound or affected; or

(c) violate any applicable law, statute, rule, regulation, ordinance, code, order, writ, judgment, injunction, or decree of any federal, state, county, municipal, or other governmental or quasi-governmental authority, agency, department, commission, board, bureau, or instrumentality having jurisdiction over Buyer, PCG, or the Property.

Section 7 — No Litigation

The undersigned hereby certifies that, as of the date hereof, there is no action, suit, proceeding, claim, inquiry, investigation, or arbitration pending or, to Buyer's knowledge after due inquiry, threatened in writing against or affecting Buyer, PCG, or any of their respective members, managers, officers, or principals (in their capacity as such) before or by any court, governmental authority, regulatory body, administrative agency, or arbitrator, in each case, that (a) would reasonably be expected to adversely affect Buyer's ability to perform any of its obligations under the PSA or to consummate any of the transactions contemplated thereby, (b) challenges or seeks to restrain, enjoin, or otherwise prevent the consummation of the transactions contemplated by the PSA, or (c) would reasonably be expected to result in a material adverse effect on Buyer's financial condition, business operations, or ability to close the acquisition of the Property on the Closing Date.

Section 8 — No Bankruptcy or Insolvency

The undersigned hereby certifies that:

(a) No petition in bankruptcy, insolvency, or for reorganization or arrangement under any federal or state bankruptcy or insolvency laws has been filed by or, to Buyer's knowledge, against Buyer, PCG, or any affiliate of Buyer or PCG that controls Buyer.

(b) No receiver, trustee, liquidator, custodian, or similar official has been appointed for, or has taken possession of, all or any substantial part of the assets or properties of Buyer or PCG.

(c) Neither Buyer nor PCG has made an assignment for the benefit of creditors, admitted in writing its inability to pay its debts generally as they become due, consented to the appointment of a receiver, trustee, or liquidator, or taken any action in contemplation of, or that would constitute the basis for, the institution of any such bankruptcy, insolvency, receivership, or similar proceeding.

(d) Neither Buyer nor PCG is insolvent (as such term is defined under applicable federal or state law), and each of Buyer and PCG is able to pay its debts as they become due in the ordinary course.

Section 9 — FIRPTA Certification and Tax Matters

The undersigned acknowledges and confirms that, pursuant to Section 9.2(f) of the PSA, Seller is delivering to Buyer at Closing a separate non-foreign person affidavit (the "FIRPTA Certificate") in the form required by Section 1445 of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations promulgated thereunder, certifying that Seller is not a "foreign person" within the meaning of Section 1445 of the Code. Buyer acknowledges receipt (or concurrent receipt at Closing) of such FIRPTA Certificate from Seller.

Additionally, as may be required by the Lender in connection with the acquisition loan, Buyer hereby certifies that Buyer is not a "foreign person," "foreign corporation," "foreign partnership," "foreign trust," or "foreign estate" within the meaning of Section 1445 of the Code and the regulations promulgated thereunder. Buyer's Employer Identification Number is 93-4817253. The Employer Identification Number of Buyer's sole member, Pellegrino Capital Group LLC, is 83-2749016. Buyer's principal place of business is 2400 Ponce de Leon Boulevard, Suite 1100, Coral Gables, Florida 33134. Buyer understands that this certification may be disclosed to the Internal Revenue Service and that any false statement contained herein could be punished by fine, imprisonment, or both.

Section 10 — Delivery and Reliance

This Certificate is delivered to each of the following parties, each of whom is entitled to rely on the certifications, representations, and statements contained herein:

(a) Saltaire Hospitality Holdings LLC (Seller), at 777 South Flagler Drive, Suite 600, West Palm Beach, Florida 33401, Attention: General Counsel;

(b) Palmetto Title & Escrow Company (Title and Escrow Agent), at 200 Clematis Street, Suite 400, West Palm Beach, Florida 33401, Attention: Denise Lafleur, Title Officer; and

(c) Meridian Coast Bank, N.A. (Lender), at 100 West Bay Street, Suite 1500, Jacksonville, Florida 32202, Attention: Commercial Real Estate Lending Division.

Each of the foregoing parties, together with their respective successors, assigns, counsel, and representatives, is entitled to rely on the certifications, representations, warranties, and statements set forth in this Certificate in connection with the Closing and the consummation of the transactions contemplated by the PSA and the related loan documents.

This Certificate is delivered pursuant to the requirements of the PSA and shall not be deemed to modify, expand, or limit the representations, warranties, covenants, indemnities, or other obligations of Buyer as set forth in the PSA or any other closing document. In the event of any conflict between the terms of this Certificate and the terms of the PSA, the terms of the PSA shall govern and control.

Section 11 — Governing Law

This Certificate shall be governed by, and construed and enforced in accordance with, the laws of the State of Florida, without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of Florida or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Florida. Any dispute arising out of or relating to this Certificate shall be resolved in accordance with the dispute-resolution provisions set forth in the PSA.

Section 12 — Defined Terms

All capitalized terms used but not otherwise defined in this Certificate shall have the respective meanings ascribed to such terms in the PSA dated as of July 7, 2025. For the convenience of the parties, the following is a summary of certain key defined terms as used herein:

The foregoing table is provided for reference purposes only and is not intended to modify, supplement, or supersede the definitions set forth in the PSA. In the event of any inconsistency between the definitions set forth in the table above and the definitions set forth in the PSA, the definitions in the PSA shall control.

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SIGNATURE PAGE TO BUYER'S CLOSING CERTIFICATE

IN WITNESS WHEREOF, the undersigned has executed this Buyer's Closing Certificate as of the date first written above, and hereby certifies under penalty of perjury that the statements and certifications contained herein are true, correct, and complete in all material respects.

PCG DELRAY HOTEL LLC, a Florida limited liability company

By: Pellegrino Capital Group LLC,

a Florida limited liability company, its Sole Member

By: ________

Name: Marco A. Pellegrino

Title: Founder and Managing Principal of Pellegrino Capital Group LLC, Sole Member of PCG Delray Hotel LLC

Date: September 15, 2025

EXHIBIT A

FORMATION DOCUMENTS OF PCG DELRAY HOTEL LLC

EXHIBIT A-1

ARTICLES OF ORGANIZATION OF PCG DELRAY HOTEL LLC As Filed with the Secretary of State of the State of Florida

STATE OF FLORIDA DEPARTMENT OF STATE DIVISION OF CORPORATIONS

ARTICLES OF ORGANIZATION OF PCG DELRAY HOTEL LLC A Florida Limited Liability Company

The undersigned, acting as an authorized person, hereby files these Articles of Organization with the Department of State, Division of Corporations, of the State of Florida pursuant to Section 605.0201 of the Florida Revised Limited Liability Company Act, and certifies as follows:

ARTICLE I — NAME

The name of the limited liability company is PCG Delray Hotel LLC (the "Company").

ARTICLE II — PRINCIPAL OFFICE ADDRESS

The principal office address of the Company is:

2400 Ponce de Leon Boulevard Suite 1100 Coral Gables, Florida 33134

ARTICLE III — MAILING ADDRESS

The mailing address of the Company is:

2400 Ponce de Leon Boulevard Suite 1100 Coral Gables, Florida 33134

ARTICLE IV — REGISTERED AGENT AND REGISTERED OFFICE

The name and address of the registered agent of the Company are:

Name: Florida Registered Agents Inc.

Address: 1201 Hays Street, Suite 100, Tallahassee, Florida 32301

The registered agent has been appointed by the Company and has agreed to serve in such capacity.

ARTICLE V — MEMBER

The Company is a manager-managed limited liability company. The sole member of the Company is:

Pellegrino Capital Group LLC A Florida limited liability company 2400 Ponce de Leon Boulevard, Suite 1100 Coral Gables, Florida 33134

ARTICLE VI — MANAGER

The manager of the Company is:

Pellegrino Capital Group LLC A Florida limited liability company 2400 Ponce de Leon Boulevard, Suite 1100 Coral Gables, Florida 33134 Acting through its Managing Principal, Marco A. Pellegrino

ARTICLE VII — PURPOSE

The purpose of the Company is to acquire, own, hold, operate, manage, finance, refinance, lease, and dispose of that certain real property and improvements known as The Marisol Hotel, located at 455 South Ocean Boulevard, Delray Beach, Florida 33483, together with all personal property, furniture, fixtures, equipment, intangibles, permits, licenses, contracts, and other property associated therewith, and to engage in any and all lawful activities related or incidental thereto.

ARTICLE VIII — EFFECTIVE DATE

These Articles of Organization shall become effective upon filing with the Florida Department of State, Division of Corporations.

ARTICLE IX — AUTHORIZED PERSON

The name and address of the authorized person filing these Articles of Organization are:

Marco A. Pellegrino 2400 Ponce de Leon Boulevard, Suite 1100 Coral Gables, Florida 33134

AUTHORIZED PERSON:

By: ________

Name: Marco A. Pellegrino

Date: August 4, 2025

Filed with the Florida Department of State, Division of Corporations, on August 4, 2025. Document Number: L25000XXXXXX.

EXHIBIT A-2

OPERATING AGREEMENT OF PCG DELRAY HOTEL LLC A Florida Limited Liability Company

OPERATING AGREEMENT OF PCG DELRAY HOTEL LLC

Dated as of August 4, 2025

This Operating Agreement (this "Agreement") of PCG Delray Hotel LLC, a Florida limited liability company (the "Company"), is entered into and effective as of August 4, 2025, by Pellegrino Capital Group LLC, a Florida limited liability company ("PCG" or the "Sole Member").

ARTICLE 1 — FORMATION AND NAME

1.1 Formation. The Company was formed as a Florida limited liability company pursuant to the Florida Revised Limited Liability Company Act (Chapter 605 of the Florida Statutes) (the "Act") by the filing of the Articles of Organization with the Secretary of State of the State of Florida on August 4, 2025.

1.2 Name. The name of the Company is "PCG Delray Hotel LLC." The Company's business shall be conducted under such name or such other names as the Manager may designate from time to time.

ARTICLE 2 — SOLE MEMBER

2.1 Sole Member. The sole member of the Company is:

Pellegrino Capital Group LLC 2400 Ponce de Leon Boulevard, Suite 1100 Coral Gables, Florida 33134 Employer Identification Number: 83-2749016

2.2 Membership Interest. The Sole Member holds one hundred percent (100%) of the membership interests in the Company.

ARTICLE 3 — MANAGEMENT

3.1 Manager-Managed. The Company shall be manager-managed. The manager of the Company is Pellegrino Capital Group LLC, acting through its Managing Principal, Marco A. Pellegrino (the "Manager").

3.2 Authority of Manager. The Manager shall have full, complete, and exclusive authority to manage the business and affairs of the Company, including, without limitation, the authority to execute, deliver, and perform all documents, contracts, agreements, instruments, certificates, and other writings on behalf of the Company, and to take all actions, as the Manager may deem necessary or advisable in connection with the Company's purpose, including without limitation:

(a) the execution and delivery of the Purchase and Sale Agreement dated as of July 7, 2025 with Saltaire Hospitality Holdings LLC, as the same may be amended, supplemented, or modified from time to time (the "PSA"), and all documents, instruments, and certificates required to be executed and delivered by the Company in connection with the PSA and the closing of the transactions contemplated thereby;

(b) the execution and delivery of all loan documents in connection with the first-mortgage acquisition loan from Meridian Coast Bank, N.A. in the original principal amount of $24,500,000.00, including, without limitation, the promissory note, mortgage, security agreement, assignment of rents and leases, assignment of hotel management agreements, environmental indemnity agreement, guaranty, UCC-1 financing statements, and all related instruments and certificates;

(c) the execution and delivery of all closing documents, title affidavits, transfer tax declarations, and any other documents, instruments, or certificates required or requested by the title company, escrow agent, or any governmental authority in connection with the Closing;

(d) the opening and maintenance of bank accounts, the deposit and withdrawal of funds, and the management of the Company's finances;

(e) the engagement of attorneys, accountants, consultants, property managers, hotel management companies, and other professionals and service providers on behalf of the Company; and

(f) the performance of all other acts and the execution of all other documents as may be necessary, advisable, or incidental to the Company's purpose.

ARTICLE 4 — PURPOSE

4.1 Purpose. The purpose of the Company is to acquire, own, hold, operate, manage, finance, refinance, lease, improve, and dispose of that certain real property and hotel known as The Marisol Hotel, located at 455 South Ocean Boulevard, Delray Beach, Florida 33483, Palm Beach County Parcel Identification Number 12-43-46-27-01-005-0010, together with all improvements, personal property, furniture, fixtures, equipment, intangibles, permits, licenses, contracts, and other property associated therewith (collectively, the "Property"), and to engage in all activities related or incidental thereto as may be necessary, advisable, or convenient in connection with the foregoing.

ARTICLE 5 — SINGLE-PURPOSE ENTITY COVENANTS

5.1 SPE Covenants. For so long as any indebtedness of the Company to Meridian Coast Bank, N.A. (or any successor lender) remains outstanding, the Company shall comply with the following single-purpose entity covenants:

(a) The Company shall not engage in any business or activity other than the ownership, operation, management, leasing, financing, and disposition of the Property and activities incidental thereto.

(b) The Company shall not acquire or own any assets other than the Property and assets incidental to the ownership and operation of the Property.

(c) The Company shall not incur any indebtedness other than the mortgage loan from Meridian Coast Bank, N.A. and trade payables incurred in the ordinary course of the Company's business.

(d) The Company shall not commingle its assets or funds with the assets or funds of any other person or entity.

(e) The Company shall maintain its own separate books, records, and financial statements.

(f) The Company shall hold itself out to the public as a legal entity separate and distinct from its members, managers, and affiliates.

(g) The Company shall maintain adequate capital in light of its contemplated business operations.

(h) The Company shall not dissolve, liquidate, merge, or consolidate with any other person or entity without the prior written consent of Meridian Coast Bank, N.A.

ARTICLE 6 — MISCELLANEOUS

6.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida.

6.2 Entire Agreement. This Agreement constitutes the entire agreement of the Sole Member with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written.

6.3 Amendments. This Agreement may be amended, modified, or supplemented only by a written instrument executed by the Sole Member.

IN WITNESS WHEREOF, the Sole Member has executed this Operating Agreement as of the date first set forth above.

SOLE MEMBER:

PELLEGRINO CAPITAL GROUP LLC, a Florida limited liability company

By: ________

Name: Marco A. Pellegrino

Title: Founder and Managing Principal

Date: August 4, 2025

EXHIBIT B

AUTHORIZING RESOLUTIONS OF PELLEGRINO CAPITAL GROUP LLC Acting as Sole Member of PCG Delray Hotel LLC

WRITTEN CONSENT AND AUTHORIZING RESOLUTIONS OF PELLEGRINO CAPITAL GROUP LLC A Florida Limited Liability Company

Acting in its Capacity as Sole Member of PCG DELRAY HOTEL LLC A Florida Limited Liability Company

Effective Date: September 10, 2025

The undersigned, being the Managing Principal of Pellegrino Capital Group LLC, a Florida limited liability company ("PCG"), which is the sole member and manager of PCG Delray Hotel LLC, a Florida limited liability company (the "Company"), hereby adopts the following resolutions by written consent in lieu of a meeting, pursuant to the Operating Agreement of the Company and the Florida Revised Limited Liability Company Act, such resolutions to be effective as of the date first written above:

RECITALS. WHEREAS, PCG caused the formation of the Company as a wholly owned subsidiary of PCG, with Articles of Organization filed with the Secretary of State of the State of Florida on August 4, 2025, for the purpose of acquiring, owning, and operating the real property and hotel known as The Marisol Hotel, located at 455 South Ocean Boulevard, Delray Beach, Florida 33483, Palm Beach County Parcel Identification Number 12-43-46-27-01-005-0010 (the "Property");

WHEREAS, the Company, as buyer, entered into that certain Purchase and Sale Agreement dated as of July 7, 2025 (as the same may be amended, supplemented, or modified from time to time, the "PSA") with Saltaire Hospitality Holdings LLC, a Delaware limited liability company ("Seller"), pursuant to which the Company has agreed to acquire the Property from Seller for a purchase price of Thirty-Five Million and No/100 Dollars ($35,000,000.00);

WHEREAS, in connection with the acquisition of the Property, the Company intends to obtain a first-mortgage acquisition loan from Meridian Coast Bank, N.A., a national banking association (the "Lender"), in the original principal amount of Twenty-Four Million Five Hundred Thousand and No/100 Dollars ($24,500,000.00) (Loan Reference No. MCB-CRE-2025-07184) (the "Loan"), the proceeds of which will be used to finance a portion of the Purchase Price, with the balance of the Purchase Price to be funded from equity contributions by PCG;

WHEREAS, the Closing Date under the PSA is September 15, 2025, and it is necessary and desirable for PCG, as the sole member and manager of the Company, to authorize the execution and delivery of all documents, instruments, and certificates required in connection with the Closing and the Loan; and

WHEREAS, PCG desires to authorize Marco A. Pellegrino, as Managing Principal of PCG, to execute and deliver all such documents on behalf of the Company and to take all actions necessary or desirable to consummate the transactions contemplated by the PSA and the related Loan documents.

RESOLUTIONS. NOW, THEREFORE, BE IT RESOLVED, that the PSA, and all of the terms, provisions, covenants, and conditions thereof, are hereby approved, ratified, and confirmed in all respects, and the Company is hereby authorized to perform all of its obligations under the PSA and to consummate the transactions contemplated thereby, including, without limitation, the acquisition of the Property for a purchase price of $35,000,000.00.

RESOLVED FURTHER, that the Loan from Meridian Coast Bank, N.A. in the original principal amount of $24,500,000.00 (Loan Reference No. MCB-CRE-2025-07184), and all terms, provisions, covenants, and conditions thereof, are hereby approved, and the Company is hereby authorized to execute, deliver, and perform all loan documents in connection therewith, including, without limitation:

(a) the Promissory Note in the original principal amount of $24,500,000.00 payable to the order of Meridian Coast Bank, N.A.;

(b) the Mortgage, Assignment of Leases and Rents, Security Agreement, and Fixture Filing, encumbering the Property in favor of Meridian Coast Bank, N.A.;

(d) the Assignment of Hotel Management Agreements in favor of Meridian Coast Bank, N.A.;

(e) the UCC-1 Financing Statement(s) covering all furniture, fixtures, equipment, and personal property of the Company located at or used in connection with the Property;

(f) the Environmental Indemnity Agreement;

(g) the Guaranty Agreement (if applicable); and

(h) all other documents, instruments, certificates, and agreements required by the Lender in connection with the Loan.

RESOLVED FURTHER, that Marco A. Pellegrino, in his capacity as Founder and Managing Principal of PCG, is hereby authorized and directed to execute and deliver, on behalf of the Company, the PSA (and any amendments or modifications thereto), all closing documents, all Loan documents, and all other agreements, instruments, certificates, affidavits, and documents as may be necessary, advisable, or desirable in connection with the consummation of the acquisition of the Property and the Loan, and to take all such actions as Mr. Pellegrino may deem necessary or appropriate in connection therewith.

RESOLVED FURTHER, that any officer, authorized representative, or designee of PCG is hereby authorized to execute and deliver any and all additional documents, instruments, certificates, and writings, and to take any and all additional actions, as may be necessary, advisable, or desirable in order to carry out the intent and purposes of the foregoing resolutions, including, without limitation, the filing of any governmental forms, tax returns, or regulatory filings.

RESOLVED FURTHER, that all actions heretofore taken by Marco A. Pellegrino, or any other authorized person, on behalf of the Company or PCG, in connection with the PSA, the Loan, the formation and organization of the Company, and the transactions contemplated thereby, are hereby ratified, confirmed, and approved in all respects as the acts and deeds of the Company and PCG.

RESOLVED FURTHER, that these resolutions shall remain in full force and effect until revoked or modified by a subsequent written consent of PCG.

IN WITNESS WHEREOF, the undersigned has executed this Written Consent and Authorizing Resolutions as of the date first set forth above.

PELLEGRINO CAPITAL GROUP LLC, a Florida limited liability company

By: ________

Name: Marco A. Pellegrino

Title: Founder and Managing Principal

Date: September 10, 2025

END OF EXHIBIT B

Defined Term	Meaning
"Property"	The real property and associated personal property, intangibles, permits, and improvements located at 455 South Ocean Boulevard, Delray Beach, FL 33483, Palm Beach County Parcel ID: 12-43-46-27-01-005-0010, known as "The Marisol Hotel"
"Purchase Price"	$35,000,000.00
"Closing Date"	September 15, 2025
"Earnest Money Deposit"	$1,750,000.00
"Additional Deposit"	$875,000.00
"Escrow Agent"	Palmetto Title & Escrow Company, 200 Clematis Street, Suite 400, West Palm Beach, FL 33401
"Seller"	Saltaire Hospitality Holdings LLC, a Delaware limited liability company
"Buyer"	PCG Delray Hotel LLC, a Florida limited liability company
"PSA"	Purchase and Sale Agreement dated as of July 7, 2025, between Seller and Buyer
"Lender"	Meridian Coast Bank, N.A., a national banking association

BUYER'S CLOSING CERTIFICATE
Delivered Pursuant to Section 8.2(c) of the Purchase and Sale Agreement
September 15, 2025
Reference: Purchase and Sale Agreement dated as of July 7, 2025 (the "PSA"), by and between Saltaire Hospitality Holdings LLC, a Delaware limited liability company ("Seller"), and PCG Delray Hotel LLC, a Florida limited liability company ("Buyer").
Property: That certain real property and associated personal property, intangibles, permits, licenses, and entitlements located at 455 South Ocean Boulevard, Delray Beach, Florida 33483, Palm Beach County, Florida, bearing Palm Beach County Parcel Identification Number 12-43-46-27-01-005-0010, and commonly known as "The Marisol Hotel" (together with all improvements, fixtures, furniture, equipment, and other property described in the PSA, collectively, the "Property").
Purchase Price: Thirty-Five Million and No/100 Dollars ($35,000,000.00).
RECITALS
A. Seller and Buyer are parties to that certain Purchase and Sale Agreement dated as of July 7, 2025 (the "PSA"), pursuant to which Seller has agreed to sell, and Buyer has agreed to purchase, the Property for a purchase price of Thirty-Five Million and No/100 Dollars ($35,000,000.00), subject to and upon the terms and conditions set forth in the PSA.
B. Pursuant to Section 8.2(c) of the PSA, as a condition precedent to Seller's obligation to consummate the Closing, Buyer is required to deliver to Seller at Closing a certificate, duly executed by an authorized officer or representative of Buyer, certifying to Seller, among other things, the accuracy and completeness of Buyer's representations and warranties, the due performance of Buyer's covenants and obligations, and such other matters as set forth herein.
C. September 15, 2025 is the "Closing Date" as defined in Section 9.1 of the PSA. The Closing is being conducted through an escrow closing at the offices of Palmetto Title & Escrow Company, 200 Clematis Street, Suite 400, West Palm Beach, Florida 33401, with Denise Lafleur serving as title officer and closing agent.
D. PCG Delray Hotel LLC is a Florida limited liability company whose sole member is Pellegrino Capital Group LLC, a Florida limited liability company ("PCG"). PCG Delray Hotel LLC was formed as a single-purpose entity for the specific purpose of acquiring, owning, and operating the Property.
E. All capitalized terms used but not otherwise defined in this Certificate shall have the respective meanings ascribed to such terms in the PSA.
NOW, THEREFORE, the undersigned hereby certifies to Seller, the Escrow Agent, and the Lender (each as identified herein) as follows:
Section 1 — Identity and Authority of Certifying Officer
The undersigned, Marco A. Pellegrino, is the Founder and Managing Principal of Pellegrino Capital Group LLC, a Florida limited liability company ("PCG"), which is the sole member and manager of PCG Delray Hotel LLC, a Florida limited liability company (the "Buyer"). Mr. Pellegrino has served as Founder and Managing Principal of PCG since the firm's inception in 2012 and has directed all material operations, investment decisions, and capital allocation activities of PCG and its affiliated entities throughout such period.
Mr. Pellegrino is duly authorized to execute and deliver this Certificate on behalf of Buyer pursuant to (i) the Operating Agreement of PCG Delray Hotel LLC, dated as of August 4, 2025, a copy of which is attached hereto as Exhibit A-2, which designates PCG, acting through its Managing Principal, as the sole manager of Buyer with full authority to bind Buyer in connection with the transactions contemplated by the PSA, and (ii) the written consent and authorizing resolutions of PCG, acting in its capacity as sole member of Buyer, authorizing the execution, delivery, and performance of the PSA, all closing documents, and all loan documents, a copy of which authorizing resolutions is attached hereto as Exhibit B.
The principal offices of PCG are located at 2400 Ponce de Leon Boulevard, Suite 1100, Coral Gables, Florida 33134. PCG is a diversified real-estate investment and management firm that currently manages approximately Six Hundred Eighty Million Dollars ($680,000,000) in assets across hospitality, multifamily residential, and mixed-use real-estate holdings located primarily in the southeastern United States, the Caribbean, and select gateway markets.
Marco A. Pellegrino holds a seventy-eight percent (78%) membership interest in PCG. The remaining twenty-two percent (22%) membership interest in PCG is held by the Pellegrino Family Irrevocable Trust (2014), a Florida irrevocable trust established for estate-planning purposes.
No other person or entity has any ownership interest in, or voting or consent rights with respect to, Buyer, other than PCG as its sole member.
Section 2 — Due Formation, Valid Existence, and Good Standing
The undersigned hereby certifies as follows with respect to the due formation, valid existence, and good standing of Buyer and its sole member:
(a) PCG Delray Hotel LLC has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Florida. PCG Delray Hotel LLC's Articles of Organization were filed with the Secretary of State of the State of Florida on August 4, 2025, and were accepted and recorded by the Florida Division of Corporations. PCG Delray Hotel LLC has not been dissolved, merged, or consolidated with any other entity, and no proceedings for the dissolution, winding up, or termination of PCG Delray Hotel LLC have been commenced or are contemplated.
(b) PCG Delray Hotel LLC is a single-member Florida limited liability company. Its sole member is Pellegrino Capital Group LLC, a Florida limited liability company. PCG Delray Hotel LLC was formed as a single-purpose entity solely for the purpose of acquiring, owning, holding, operating, managing, financing, and disposing of the Property, and PCG Delray Hotel LLC has not engaged in, and does not presently engage in, any business or activity other than those activities directly related to the acquisition of the Property and the transactions contemplated by the PSA and the related loan documents.
(c) Pellegrino Capital Group LLC is duly organized, validly existing, and in good standing as a limited liability company under the laws of the State of Florida. PCG has been continuously in good standing with the Florida Division of Corporations since its formation in 2012.
(d) The Employer Identification Number (EIN) of Pellegrino Capital Group LLC, as assigned by the Internal Revenue Service, is 83-2749016. The Employer Identification Number (EIN) of PCG Delray Hotel LLC, as assigned by the Internal Revenue Service, is 93-4817253.
(e) True, correct, and complete copies of the formation documents of PCG Delray Hotel LLC, including the Articles of Organization filed with the Secretary of State of the State of Florida and the Operating Agreement of PCG Delray Hotel LLC, are attached hereto as Exhibit A (with the Articles of Organization attached as Exhibit A-1 and the Operating Agreement attached as Exhibit A-2).
Section 3 — Due Authorization
The undersigned hereby certifies that the execution, delivery, and performance of the PSA and all closing documents by Buyer, and the consummation of the transactions contemplated thereby, including without limitation (i) the acquisition of the Property for a purchase price of Thirty-Five Million and No/100 Dollars ($35,000,000.00), (ii) the financing of a portion of such purchase price with a first-mortgage acquisition loan in the original principal amount of Twenty-Four Million Five Hundred Thousand and No/100 Dollars ($24,500,000.00) from Meridian Coast Bank, N.A., a national banking association (the "Lender"), pursuant to a loan commitment dated August 22, 2025, including the execution and delivery of all loan documents in connection therewith, including, without limitation, the promissory note, mortgage, security agreement, assignment of rents and leases, assignment of hotel management agreements, environmental indemnity agreement, guaranty, and all related instruments, and (iii) the payment of all closing costs, prorations, and adjustments set forth on the closing statement, have been duly authorized by all necessary limited liability company action on the part of both PCG Delray Hotel LLC and Pellegrino Capital Group LLC, as sole member of Buyer.
No further consent, approval, authorization, or other action by any member, manager, officer, or other person or entity (whether pursuant to the organizational documents of Buyer or PCG, by operation of law, or otherwise) is required in connection with the execution, delivery, and performance by Buyer of the PSA, any closing document, any loan document, or any other agreement, instrument, or certificate contemplated thereby or delivered in connection therewith, or the consummation by Buyer of the transactions contemplated by the PSA and the related loan documents.
True, correct, and complete copies of the written consent and authorizing resolutions of Pellegrino Capital Group LLC, acting in its capacity as sole member of PCG Delray Hotel LLC, approving and authorizing the transactions described herein, are attached hereto as Exhibit B.
The person executing this Certificate and the closing documents on behalf of Buyer has been duly authorized to do so by all requisite limited liability company action, and no other signature or additional authorization is necessary to bind Buyer in connection herewith.
Section 4 — Representations and Warranties Bring-Down
The undersigned hereby certifies that all representations and warranties of Buyer contained in the PSA (including, without limitation, those representations and warranties set forth in Article VI of the PSA) are true, correct, and complete in all material respects as of the Closing Date, September 15, 2025, with the same force and effect as though such representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty is true, correct, and complete in all material respects as of such earlier date.
Since the date of the PSA, no event has occurred and no condition exists that would make any such representation or warranty of Buyer untrue, incorrect, or incomplete in any material respect as of the Closing Date. Without limiting the generality of the foregoing, Buyer confirms that there has been no change in the information previously disclosed by Buyer to Seller in connection with the PSA that would render any representation or warranty of Buyer materially misleading or inaccurate.
Section 5 — Performance of Covenants and Obligations
The undersigned hereby certifies that Buyer has duly performed and complied with, in all material respects, all covenants, agreements, conditions, and obligations required by the PSA to be performed or complied with by Buyer on or before the Closing Date, including, without limitation, the following:
(a) Earnest Money Deposit. Buyer timely deposited with Palmetto Title & Escrow Company (located at 200 Clematis Street, Suite 400, West Palm Beach, Florida 33401; title officer: Denise Lafleur) (the "Escrow Agent") the Earnest Money Deposit in the amount of One Million Seven Hundred Fifty Thousand and No/100 Dollars ($1,750,000.00), in accordance with Section 3.1 of the PSA.
(b) Additional Deposit. Buyer timely deposited with the Escrow Agent the Additional Deposit in the amount of Eight Hundred Seventy-Five Thousand and No/100 Dollars ($875,000.00), in accordance with Section 3.2 of the PSA, bringing the total deposits held by the Escrow Agent to Two Million Six Hundred Twenty-Five Thousand and No/100 Dollars ($2,625,000.00).
(c) Balance of Purchase Price. Buyer has delivered, or will deliver concurrently with Closing, the balance of the Purchase Price in the amount of Thirty-Two Million Three Hundred Seventy-Five Thousand and No/100 Dollars ($32,375,000.00), consisting of (i) loan proceeds in the amount of Twenty-Four Million Five Hundred Thousand and No/100 Dollars ($24,500,000.00) from Meridian Coast Bank, N.A., to be funded directly to the Escrow Agent at Closing, and (ii) Buyer equity in the amount of Seven Million Eight Hundred Seventy-Five Thousand and No/100 Dollars ($7,875,000.00), to be wired to the Escrow Agent prior to or concurrently with the Closing.
(d) Closing Documents. Buyer has executed and delivered, or will execute and deliver concurrently with Closing, all closing documents required of Buyer pursuant to Section 9.3 of the PSA, including without limitation this Certificate, the assignment and assumption agreement, the bill of sale, the closing statement, the title affidavit, and all other instruments, certificates, and documents required by the PSA, the Escrow Agent, or the Lender.
Section 6 — No Conflicts; No Violations
The undersigned hereby certifies that neither the execution and delivery of the PSA and the closing documents by Buyer, nor the consummation of the transactions contemplated thereby (including the acquisition of the Property, the financing of such acquisition with loan proceeds from Meridian Coast Bank, N.A., and the granting of a mortgage lien and other security interests in connection therewith), will:
(a) conflict with, violate, or result in a breach of any provision of the Articles of Organization or Operating Agreement of PCG Delray Hotel LLC, or the Articles of Organization, Operating Agreement, or any other organizational document of Pellegrino Capital Group LLC;
(b) conflict with, result in a breach of, or constitute a default (or an event that, with the giving of notice or the lapse of time or both, would constitute a default) under any contract, agreement, indenture, mortgage, deed of trust, loan agreement, note, lease, license, instrument, order, judgment, injunction, award, or decree to which Buyer or PCG is a party or by which Buyer or PCG or any of their respective assets or properties is bound or affected; or
(c) violate any applicable law, statute, rule, regulation, ordinance, code, order, writ, judgment, injunction, or decree of any federal, state, county, municipal, or other governmental or quasi-governmental authority, agency, department, commission, board, bureau, or instrumentality having jurisdiction over Buyer, PCG, or the Property.
Section 7 — No Litigation
The undersigned hereby certifies that, as of the date hereof, there is no action, suit, proceeding, claim, inquiry, investigation, or arbitration pending or, to Buyer's knowledge after due inquiry, threatened in writing against or affecting Buyer, PCG, or any of their respective members, managers, officers, or principals (in their capacity as such) before or by any court, governmental authority, regulatory body, administrative agency, or arbitrator, in each case, that (a) would reasonably be expected to adversely affect Buyer's ability to perform any of its obligations under the PSA or to consummate any of the transactions contemplated thereby, (b) challenges or seeks to restrain, enjoin, or otherwise prevent the consummation of the transactions contemplated by the PSA, or (c) would reasonably be expected to result in a material adverse effect on Buyer's financial condition, business operations, or ability to close the acquisition of the Property on the Closing Date.
Section 8 — No Bankruptcy or Insolvency
The undersigned hereby certifies that:
(a) No petition in bankruptcy, insolvency, or for reorganization or arrangement under any federal or state bankruptcy or insolvency laws has been filed by or, to Buyer's knowledge, against Buyer, PCG, or any affiliate of Buyer or PCG that controls Buyer.
(b) No receiver, trustee, liquidator, custodian, or similar official has been appointed for, or has taken possession of, all or any substantial part of the assets or properties of Buyer or PCG.
(c) Neither Buyer nor PCG has made an assignment for the benefit of creditors, admitted in writing its inability to pay its debts generally as they become due, consented to the appointment of a receiver, trustee, or liquidator, or taken any action in contemplation of, or that would constitute the basis for, the institution of any such bankruptcy, insolvency, receivership, or similar proceeding.
(d) Neither Buyer nor PCG is insolvent (as such term is defined under applicable federal or state law), and each of Buyer and PCG is able to pay its debts as they become due in the ordinary course.
Section 9 — FIRPTA Certification and Tax Matters
The undersigned acknowledges and confirms that, pursuant to Section 9.2(f) of the PSA, Seller is delivering to Buyer at Closing a separate non-foreign person affidavit (the "FIRPTA Certificate") in the form required by Section 1445 of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations promulgated thereunder, certifying that Seller is not a "foreign person" within the meaning of Section 1445 of the Code. Buyer acknowledges receipt (or concurrent receipt at Closing) of such FIRPTA Certificate from Seller.
Additionally, as may be required by the Lender in connection with the acquisition loan, Buyer hereby certifies that Buyer is not a "foreign person," "foreign corporation," "foreign partnership," "foreign trust," or "foreign estate" within the meaning of Section 1445 of the Code and the regulations promulgated thereunder. Buyer's Employer Identification Number is 93-4817253. The Employer Identification Number of Buyer's sole member, Pellegrino Capital Group LLC, is 83-2749016. Buyer's principal place of business is 2400 Ponce de Leon Boulevard, Suite 1100, Coral Gables, Florida 33134. Buyer understands that this certification may be disclosed to the Internal Revenue Service and that any false statement contained herein could be punished by fine, imprisonment, or both.
Section 10 — Delivery and Reliance
This Certificate is delivered to each of the following parties, each of whom is entitled to rely on the certifications, representations, and statements contained herein:
(a) Saltaire Hospitality Holdings LLC (Seller), at 777 South Flagler Drive, Suite 600, West Palm Beach, Florida 33401, Attention: General Counsel;
(b) Palmetto Title & Escrow Company (Title and Escrow Agent), at 200 Clematis Street, Suite 400, West Palm Beach, Florida 33401, Attention: Denise Lafleur, Title Officer; and
(c) Meridian Coast Bank, N.A. (Lender), at 100 West Bay Street, Suite 1500, Jacksonville, Florida 32202, Attention: Commercial Real Estate Lending Division.
Each of the foregoing parties, together with their respective successors, assigns, counsel, and representatives, is entitled to rely on the certifications, representations, warranties, and statements set forth in this Certificate in connection with the Closing and the consummation of the transactions contemplated by the PSA and the related loan documents.
This Certificate is delivered pursuant to the requirements of the PSA and shall not be deemed to modify, expand, or limit the representations, warranties, covenants, indemnities, or other obligations of Buyer as set forth in the PSA or any other closing document. In the event of any conflict between the terms of this Certificate and the terms of the PSA, the terms of the PSA shall govern and control.
Section 11 — Governing Law
This Certificate shall be governed by, and construed and enforced in accordance with, the laws of the State of Florida, without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of Florida or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Florida. Any dispute arising out of or relating to this Certificate shall be resolved in accordance with the dispute-resolution provisions set forth in the PSA.
Section 12 — Defined Terms
All capitalized terms used but not otherwise defined in this Certificate shall have the respective meanings ascribed to such terms in the PSA dated as of July 7, 2025. For the convenience of the parties, the following is a summary of certain key defined terms as used herein:
The foregoing table is provided for reference purposes only and is not intended to modify, supplement, or supersede the definitions set forth in the PSA. In the event of any inconsistency between the definitions set forth in the table above and the definitions set forth in the PSA, the definitions in the PSA shall control.
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SIGNATURE PAGE TO BUYER'S CLOSING CERTIFICATE
IN WITNESS WHEREOF, the undersigned has executed this Buyer's Closing Certificate as of the date first written above, and hereby certifies under penalty of perjury that the statements and certifications contained herein are true, correct, and complete in all material respects.
PCG DELRAY HOTEL LLC, a Florida limited liability company
By: Pellegrino Capital Group LLC,
a Florida limited liability company, its Sole Member
By: ________
Name: Marco A. Pellegrino
Title: Founder and Managing Principal of Pellegrino Capital Group LLC, Sole Member of PCG Delray Hotel LLC
Date: September 15, 2025
EXHIBIT A
FORMATION DOCUMENTS OF PCG DELRAY HOTEL LLC
EXHIBIT A-1
ARTICLES OF ORGANIZATION OF PCG DELRAY HOTEL LLC As Filed with the Secretary of State of the State of Florida
STATE OF FLORIDA DEPARTMENT OF STATE DIVISION OF CORPORATIONS
ARTICLES OF ORGANIZATION OF PCG DELRAY HOTEL LLC A Florida Limited Liability Company
The undersigned, acting as an authorized person, hereby files these Articles of Organization with the Department of State, Division of Corporations, of the State of Florida pursuant to Section 605.0201 of the Florida Revised Limited Liability Company Act, and certifies as follows:
ARTICLE I — NAME
The name of the limited liability company is PCG Delray Hotel LLC (the "Company").
ARTICLE II — PRINCIPAL OFFICE ADDRESS
The principal office address of the Company is:
2400 Ponce de Leon Boulevard Suite 1100 Coral Gables, Florida 33134
ARTICLE III — MAILING ADDRESS
The mailing address of the Company is:
2400 Ponce de Leon Boulevard Suite 1100 Coral Gables, Florida 33134
ARTICLE IV — REGISTERED AGENT AND REGISTERED OFFICE
The name and address of the registered agent of the Company are:
Name: Florida Registered Agents Inc.
Address: 1201 Hays Street, Suite 100, Tallahassee, Florida 32301
The registered agent has been appointed by the Company and has agreed to serve in such capacity.
ARTICLE V — MEMBER
The Company is a manager-managed limited liability company. The sole member of the Company is:
Pellegrino Capital Group LLC A Florida limited liability company 2400 Ponce de Leon Boulevard, Suite 1100 Coral Gables, Florida 33134
ARTICLE VI — MANAGER
The manager of the Company is:
Pellegrino Capital Group LLC A Florida limited liability company 2400 Ponce de Leon Boulevard, Suite 1100 Coral Gables, Florida 33134 Acting through its Managing Principal, Marco A. Pellegrino
ARTICLE VII — PURPOSE
The purpose of the Company is to acquire, own, hold, operate, manage, finance, refinance, lease, and dispose of that certain real property and improvements known as The Marisol Hotel, located at 455 South Ocean Boulevard, Delray Beach, Florida 33483, together with all personal property, furniture, fixtures, equipment, intangibles, permits, licenses, contracts, and other property associated therewith, and to engage in any and all lawful activities related or incidental thereto.
ARTICLE VIII — EFFECTIVE DATE
These Articles of Organization shall become effective upon filing with the Florida Department of State, Division of Corporations.
ARTICLE IX — AUTHORIZED PERSON
The name and address of the authorized person filing these Articles of Organization are:
Marco A. Pellegrino 2400 Ponce de Leon Boulevard, Suite 1100 Coral Gables, Florida 33134
AUTHORIZED PERSON:
By: ________
Name: Marco A. Pellegrino
Date: August 4, 2025
Filed with the Florida Department of State, Division of Corporations, on August 4, 2025. Document Number: L25000XXXXXX.
EXHIBIT A-2
OPERATING AGREEMENT OF PCG DELRAY HOTEL LLC A Florida Limited Liability Company
OPERATING AGREEMENT OF PCG DELRAY HOTEL LLC
Dated as of August 4, 2025
This Operating Agreement (this "Agreement") of PCG Delray Hotel LLC, a Florida limited liability company (the "Company"), is entered into and effective as of August 4, 2025, by Pellegrino Capital Group LLC, a Florida limited liability company ("PCG" or the "Sole Member").
ARTICLE 1 — FORMATION AND NAME
1.1 Formation. The Company was formed as a Florida limited liability company pursuant to the Florida Revised Limited Liability Company Act (Chapter 605 of the Florida Statutes) (the "Act") by the filing of the Articles of Organization with the Secretary of State of the State of Florida on August 4, 2025.
1.2 Name. The name of the Company is "PCG Delray Hotel LLC." The Company's business shall be conducted under such name or such other names as the Manager may designate from time to time.
ARTICLE 2 — SOLE MEMBER
2.1 Sole Member. The sole member of the Company is:
Pellegrino Capital Group LLC 2400 Ponce de Leon Boulevard, Suite 1100 Coral Gables, Florida 33134 Employer Identification Number: 83-2749016
2.2 Membership Interest. The Sole Member holds one hundred percent (100%) of the membership interests in the Company.
ARTICLE 3 — MANAGEMENT
3.1 Manager-Managed. The Company shall be manager-managed. The manager of the Company is Pellegrino Capital Group LLC, acting through its Managing Principal, Marco A. Pellegrino (the "Manager").
3.2 Authority of Manager. The Manager shall have full, complete, and exclusive authority to manage the business and affairs of the Company, including, without limitation, the authority to execute, deliver, and perform all documents, contracts, agreements, instruments, certificates, and other writings on behalf of the Company, and to take all actions, as the Manager may deem necessary or advisable in connection with the Company's purpose, including without limitation:
(a) the execution and delivery of the Purchase and Sale Agreement dated as of July 7, 2025 with Saltaire Hospitality Holdings LLC, as the same may be amended, supplemented, or modified from time to time (the "PSA"), and all documents, instruments, and certificates required to be executed and delivered by the Company in connection with the PSA and the closing of the transactions contemplated thereby;
(b) the execution and delivery of all loan documents in connection with the first-mortgage acquisition loan from Meridian Coast Bank, N.A. in the original principal amount of $24,500,000.00, including, without limitation, the promissory note, mortgage, security agreement, assignment of rents and leases, assignment of hotel management agreements, environmental indemnity agreement, guaranty, UCC-1 financing statements, and all related instruments and certificates;
(c) the execution and delivery of all closing documents, title affidavits, transfer tax declarations, and any other documents, instruments, or certificates required or requested by the title company, escrow agent, or any governmental authority in connection with the Closing;
(d) the opening and maintenance of bank accounts, the deposit and withdrawal of funds, and the management of the Company's finances;
(e) the engagement of attorneys, accountants, consultants, property managers, hotel management companies, and other professionals and service providers on behalf of the Company; and
(f) the performance of all other acts and the execution of all other documents as may be necessary, advisable, or incidental to the Company's purpose.
ARTICLE 4 — PURPOSE
4.1 Purpose. The purpose of the Company is to acquire, own, hold, operate, manage, finance, refinance, lease, improve, and dispose of that certain real property and hotel known as The Marisol Hotel, located at 455 South Ocean Boulevard, Delray Beach, Florida 33483, Palm Beach County Parcel Identification Number 12-43-46-27-01-005-0010, together with all improvements, personal property, furniture, fixtures, equipment, intangibles, permits, licenses, contracts, and other property associated therewith (collectively, the "Property"), and to engage in all activities related or incidental thereto as may be necessary, advisable, or convenient in connection with the foregoing.
ARTICLE 5 — SINGLE-PURPOSE ENTITY COVENANTS
5.1 SPE Covenants. For so long as any indebtedness of the Company to Meridian Coast Bank, N.A. (or any successor lender) remains outstanding, the Company shall comply with the following single-purpose entity covenants:
(a) The Company shall not engage in any business or activity other than the ownership, operation, management, leasing, financing, and disposition of the Property and activities incidental thereto.
(b) The Company shall not acquire or own any assets other than the Property and assets incidental to the ownership and operation of the Property.
(c) The Company shall not incur any indebtedness other than the mortgage loan from Meridian Coast Bank, N.A. and trade payables incurred in the ordinary course of the Company's business.
(d) The Company shall not commingle its assets or funds with the assets or funds of any other person or entity.
(e) The Company shall maintain its own separate books, records, and financial statements.
(f) The Company shall hold itself out to the public as a legal entity separate and distinct from its members, managers, and affiliates.
(g) The Company shall maintain adequate capital in light of its contemplated business operations.
(h) The Company shall not dissolve, liquidate, merge, or consolidate with any other person or entity without the prior written consent of Meridian Coast Bank, N.A.
ARTICLE 6 — MISCELLANEOUS
6.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida.
6.2 Entire Agreement. This Agreement constitutes the entire agreement of the Sole Member with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written.
6.3 Amendments. This Agreement may be amended, modified, or supplemented only by a written instrument executed by the Sole Member.
IN WITNESS WHEREOF, the Sole Member has executed this Operating Agreement as of the date first set forth above.
SOLE MEMBER:
PELLEGRINO CAPITAL GROUP LLC, a Florida limited liability company
By: ________
Name: Marco A. Pellegrino
Title: Founder and Managing Principal
Date: August 4, 2025
EXHIBIT B
AUTHORIZING RESOLUTIONS OF PELLEGRINO CAPITAL GROUP LLC Acting as Sole Member of PCG Delray Hotel LLC
WRITTEN CONSENT AND AUTHORIZING RESOLUTIONS OF PELLEGRINO CAPITAL GROUP LLC A Florida Limited Liability Company
Acting in its Capacity as Sole Member of PCG DELRAY HOTEL LLC A Florida Limited Liability Company
Effective Date: September 10, 2025
The undersigned, being the Managing Principal of Pellegrino Capital Group LLC, a Florida limited liability company ("PCG"), which is the sole member and manager of PCG Delray Hotel LLC, a Florida limited liability company (the "Company"), hereby adopts the following resolutions by written consent in lieu of a meeting, pursuant to the Operating Agreement of the Company and the Florida Revised Limited Liability Company Act, such resolutions to be effective as of the date first written above:
RECITALS.  WHEREAS, PCG caused the formation of the Company as a wholly owned subsidiary of PCG, with Articles of Organization filed with the Secretary of State of the State of Florida on August 4, 2025, for the purpose of acquiring, owning, and operating the real property and hotel known as The Marisol Hotel, located at 455 South Ocean Boulevard, Delray Beach, Florida 33483, Palm Beach County Parcel Identification Number 12-43-46-27-01-005-0010 (the "Property");
WHEREAS, the Company, as buyer, entered into that certain Purchase and Sale Agreement dated as of July 7, 2025 (as the same may be amended, supplemented, or modified from time to time, the "PSA") with Saltaire Hospitality Holdings LLC, a Delaware limited liability company ("Seller"), pursuant to which the Company has agreed to acquire the Property from Seller for a purchase price of Thirty-Five Million and No/100 Dollars ($35,000,000.00);
WHEREAS, in connection with the acquisition of the Property, the Company intends to obtain a first-mortgage acquisition loan from Meridian Coast Bank, N.A., a national banking association (the "Lender"), in the original principal amount of Twenty-Four Million Five Hundred Thousand and No/100 Dollars ($24,500,000.00) (Loan Reference No. MCB-CRE-2025-07184) (the "Loan"), the proceeds of which will be used to finance a portion of the Purchase Price, with the balance of the Purchase Price to be funded from equity contributions by PCG;
WHEREAS, the Closing Date under the PSA is September 15, 2025, and it is necessary and desirable for PCG, as the sole member and manager of the Company, to authorize the execution and delivery of all documents, instruments, and certificates required in connection with the Closing and the Loan; and
WHEREAS, PCG desires to authorize Marco A. Pellegrino, as Managing Principal of PCG, to execute and deliver all such documents on behalf of the Company and to take all actions necessary or desirable to consummate the transactions contemplated by the PSA and the related Loan documents.
RESOLUTIONS.  NOW, THEREFORE, BE IT RESOLVED, that the PSA, and all of the terms, provisions, covenants, and conditions thereof, are hereby approved, ratified, and confirmed in all respects, and the Company is hereby authorized to perform all of its obligations under the PSA and to consummate the transactions contemplated thereby, including, without limitation, the acquisition of the Property for a purchase price of $35,000,000.00.
RESOLVED FURTHER, that the Loan from Meridian Coast Bank, N.A. in the original principal amount of $24,500,000.00 (Loan Reference No. MCB-CRE-2025-07184), and all terms, provisions, covenants, and conditions thereof, are hereby approved, and the Company is hereby authorized to execute, deliver, and perform all loan documents in connection therewith, including, without limitation:
(a) the Promissory Note in the original principal amount of $24,500,000.00 payable to the order of Meridian Coast Bank, N.A.;
(b) the Mortgage, Assignment of Leases and Rents, Security Agreement, and Fixture Filing, encumbering the Property in favor of Meridian Coast Bank, N.A.;
(c) the Assignment of Rents and Leases in favor of Meridian Coast Bank, N.A.;
(d) the Assignment of Hotel Management Agreements in favor of Meridian Coast Bank, N.A.;
(e) the UCC-1 Financing Statement(s) covering all furniture, fixtures, equipment, and personal property of the Company located at or used in connection with the Property;
(f) the Environmental Indemnity Agreement;
(g) the Guaranty Agreement (if applicable); and
(h) all other documents, instruments, certificates, and agreements required by the Lender in connection with the Loan.
RESOLVED FURTHER, that Marco A. Pellegrino, in his capacity as Founder and Managing Principal of PCG, is hereby authorized and directed to execute and deliver, on behalf of the Company, the PSA (and any amendments or modifications thereto), all closing documents, all Loan documents, and all other agreements, instruments, certificates, affidavits, and documents as may be necessary, advisable, or desirable in connection with the consummation of the acquisition of the Property and the Loan, and to take all such actions as Mr. Pellegrino may deem necessary or appropriate in connection therewith.
RESOLVED FURTHER, that any officer, authorized representative, or designee of PCG is hereby authorized to execute and deliver any and all additional documents, instruments, certificates, and writings, and to take any and all additional actions, as may be necessary, advisable, or desirable in order to carry out the intent and purposes of the foregoing resolutions, including, without limitation, the filing of any governmental forms, tax returns, or regulatory filings.
RESOLVED FURTHER, that all actions heretofore taken by Marco A. Pellegrino, or any other authorized person, on behalf of the Company or PCG, in connection with the PSA, the Loan, the formation and organization of the Company, and the transactions contemplated thereby, are hereby ratified, confirmed, and approved in all respects as the acts and deeds of the Company and PCG.
RESOLVED FURTHER, that these resolutions shall remain in full force and effect until revoked or modified by a subsequent written consent of PCG.
IN WITNESS WHEREOF, the undersigned has executed this Written Consent and Authorizing Resolutions as of the date first set forth above.
PELLEGRINO CAPITAL GROUP LLC, a Florida limited liability company
By: ________
Name: Marco A. Pellegrino
Title: Founder and Managing Principal
Date: September 10, 2025
END OF EXHIBIT B
Defined Term | Meaning
"Property" | The real property and associated personal property, intangibles, permits, and improvements located at 455 South Ocean Boulevard, Delray Beach, FL 33483, Palm Beach County Parcel ID: 12-43-46-27-01-005-0010, known as "The Marisol Hotel"
"Purchase Price" | $35,000,000.00
"Closing Date" | September 15, 2025
"Earnest Money Deposit" | $1,750,000.00
"Additional Deposit" | $875,000.00
"Escrow Agent" | Palmetto Title & Escrow Company, 200 Clematis Street, Suite 400, West Palm Beach, FL 33401
"Seller" | Saltaire Hospitality Holdings LLC, a Delaware limited liability company
"Buyer" | PCG Delray Hotel LLC, a Florida limited liability company
"PSA" | Purchase and Sale Agreement dated as of July 7, 2025, between Seller and Buyer
"Lender" | Meridian Coast Bank, N.A., a national banking association

BUYER'S CLOSING CERTIFICATE

RECITALS

SIGNATURE PAGE TO BUYER'S CLOSING CERTIFICATE

EXHIBIT A

FORMATION DOCUMENTS OF PCG DELRAY HOTEL LLC

EXHIBIT A-1

STATE OF FLORIDA DEPARTMENT OF STATE DIVISION OF CORPORATIONS

AUTHORIZED PERSON:

EXHIBIT A-2

OPERATING AGREEMENT OF PCG DELRAY HOTEL LLC

SOLE MEMBER:

EXHIBIT B

END OF EXHIBIT B

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