[sheet: Cover & Summary]

[sheet: Cover & Summary]
Field | Value
Document Title | Settlement Statement and Closing Prorations Memorandum
Prepared By | Calderwood & Harkness LLP — 1450 Brickell Avenue, Suite 3100, Miami, FL 33131
C&H Matter Number | 40225.00001
Prepared For | Pellegrino Capital Group LLC / PCG Delray Hotel LLC
Client Contact | Veronica Suárez-Pellegrino, General Counsel
Date of Settlement Statement | September 15, 2025
Closing Date | September 15, 2025
Property | The Marisol Hotel — 455 South Ocean Boulevard, Delray Beach, FL 33483
Parcel ID | 12-43-46-27-01-005-0010
Seller | Saltaire Hospitality Holdings LLC (Delaware LLC, registered in FL)
Seller Address | 777 South Flagler Drive, Suite 600, West Palm Beach, FL 33401
Seller EIN | 82-4613278
Seller's Counsel | Hargrove, Kessler & Blaine LLP (Patricia Blaine) — 515 North Flagler Drive, Suite 800, West Palm Beach, FL 33401
Buyer | PCG Delray Hotel LLC (Florida LLC, sole member: Pellegrino Capital Group LLC)
Buyer Address | 2400 Ponce de Leon Boulevard, Suite 1100, Coral Gables, FL 33134
Buyer EIN | 83-2749016 (PCG parent); PCG Delray Hotel LLC EIN to be obtained
Buyer's Counsel | Calderwood & Harkness LLP (Angela Fontaine, Douglas Fairchild, Rafael Dominguez, Cynthia Ho)
Title & Escrow Agent | Palmetto Title & Escrow Company — 200 Clematis Street, Suite 400, West Palm Beach, FL 33401 (Denise Lafleur, Title Officer)
Title Insurance Underwriter | Commonwealth Southern Title Insurance Company
Lender | Meridian Coast Bank, N.A. — 100 West Bay Street, Suite 1500, Jacksonville, FL 32202
Loan Reference No. | MCB-CRE-2025-07184
Lender's Counsel | Braddock Reeves LLP (Jonathan Ng) — 801 Brickell Avenue, Suite 2200, Miami, FL 33131
Purchase Price | $35,000,000.00
Loan Amount | $24,500,000.00 (70% LTV)
Total Buyer Equity | $10,500,000.00 (30% of Purchase Price)
Earnest Money Deposit | $1,750,000.00 (5% of Purchase Price)
Additional Deposit | $875,000.00 (2.5% of Purchase Price)
Transaction Type | Direct asset acquisition of real property and associated personal property, intangibles, and permits
Governing Law | State of Florida
PSA Date | July 7, 2025
[sheet: Buyer Settlement]
Line No. | Description | Debit — Buyer Charge | Credit — Buyer Credit | Notes
PURCHASE PRICE
1 | Contract Purchase Price | $35,000,000.00 | Per PSA dated July 7, 2025
DEPOSIT CREDITS
2 | Less: Earnest Money Deposit (held by Palmetto Title & Escrow Company) | $1,750,000.00 | 5% of Purchase Price; deposited July 10, 2025
3 | Less: Additional Deposit (held by Palmetto Title & Escrow Company) | $875,000.00 | 2.5% of Purchase Price; deposited August 25, 2025
4 | Total Deposits Applied | $2,625,000.00 | $1,750,000 + $875,000
BALANCE DUE AT CLOSING
5 | Balance of Purchase Price Due at Closing | $32,375,000.00 | $35,000,000 – $2,625,000
FINANCING
6 | Meridian Coast Bank, N.A. — First Mortgage Loan Proceeds | $24,500,000.00 | Loan Ref. MCB-CRE-2025-07184; 70% LTV
7 | Buyer Equity Due at Closing (net of deposits) | $7,875,000.00 | $32,375,000 – $24,500,000
PRORATIONS (as of September 15, 2025)
8 | 2025 Real Estate Taxes — Buyer's Share (Sept 15 – Dec 31, 2025) | $129,315.07 | Est. annual tax $440,000; 107 days of 365 = $129,315.07; Buyer responsible from closing
9 | 2025 Real Estate Taxes — Seller's Credit for Prepaid Taxes | $0.00 | FL taxes paid in arrears; Seller credit applied — see Seller Settlement
10 | Hotel Revenue — Advance Bookings/Guest Deposits (assumed by Buyer) | TBD | Credits for prepaid reservations with stay dates on/after Sept 15, 2025
11 | Utility Charges — Buyer's Share | TBD | Final meter reads as of closing; Buyer responsible from closing
12 | Operating Expenses — Prepaid Items Credit to Seller | TBD | Seller's prepaid insurance, maintenance contracts, etc.
BUYER CLOSING COSTS
13 | Documentary Stamp Tax on Mortgage | $85,750.00 | $24,500,000 × $0.35 / $100; FL Stat. §201.08
14 | Intangible Tax on Mortgage | $49,000.00 | $24,500,000 × $0.002; FL Stat. §199.133
15 | Owner's Title Insurance Premium (ALTA Owner's Policy — $35M) | $72,100.00 | Commonwealth Southern Title Insurance Company; FL promulgated rate
16 | Loan Title Insurance Premium (ALTA Loan Policy — $24.5M, simultaneous issue) | $28,000.00 | Commonwealth Southern Title Insurance Company
17 | ALTA Survey — Crestline Surveying & Mapping, Inc. | $18,500.00 | George Tavares, PSM
18 | Phase I Environmental Site Assessment — Verdana Environmental Group LLC | $6,200.00 | Dr. Anita Robles, P.E.
19 | Appraisal — Saylor & Beckett Valuation Services LLC | $12,000.00 | Martin Saylor, MAI
20 | Loan Origination Fee — Meridian Coast Bank, N.A. (1.00%) | $245,000.00 | 1.0% × $24,500,000
21 | Total Estimated Buyer Closing Costs | $516,550.00 | Sum of Lines 13–20
SUMMARY — BUYER
22 | Total Debits to Buyer | $43,520,865.07 | Sum of all Debit column items
23 | Total Credits to Buyer | $27,125,000.00 | Sum of all Credit column items
24 | Net Amount Due from Buyer at Closing | $16,395,865.07 | Total Debits – Total Credits; to be wired per Funds Flow
[sheet: Seller Settlement]
Line No. | Description | Credit — Seller Proceeds | Debit — Seller Charge | Notes
SALE PROCEEDS
1 | Contract Purchase Price | $35,000,000.00 | Per PSA dated July 7, 2025
EXISTING MORTGAGE PAYOFF
2 | Payoff — Seaview National Lending Corp. First Mortgage (approx.) | $14,350,000.00 | Original principal $16,800,000; payoff amount per Seaview payoff letter; satisfaction/release to be recorded
TRANSFER TAXES (Seller Responsibility per FL Custom)
3 | Documentary Stamp Tax on Deed | $245,000.00 | $35,000,000 × $0.70 / $100; FL Stat. §201.02
PRORATIONS (as of September 15, 2025)
4 | 2025 Real Estate Taxes — Seller's Share (Jan 1 – Sept 14, 2025) | $310,684.93 | Est. annual tax $440,000; 258 days of 365 = $310,684.93; Seller responsible through day before closing
5 | Hotel Revenue — Advance Bookings/Guest Deposits (transferred to Buyer) | TBD | Deposits received by Seller for reservations with stay dates on/after Sept 15, 2025
6 | Utility Charges — Seller's Share | TBD | Final meter reads as of closing; Seller responsible through Sept 14, 2025
7 | Operating Expenses — Prepaid Items Credit to Seller | TBD | Reimbursement for prepaid insurance, maintenance, etc. with benefit periods extending past closing
SELLER COSTS
8 | Seller's Counsel Fees — Hargrove, Kessler & Blaine LLP | TBD | Per HKB engagement; to be confirmed
9 | Broker Commission (if any) | TBD | Per separate agreement, if applicable
10 | Recording Fees — Satisfaction of Mortgage | TBD | Palm Beach County recording fee
DEPOSITS HELD IN ESCROW
11 | Earnest Money Deposit — Palmetto Title & Escrow Company | $1,750,000.00 | Released to Seller at closing
12 | Additional Deposit — Palmetto Title & Escrow Company | $875,000.00 | Released to Seller at closing
SUMMARY — SELLER
13 | Total Credits to Seller | $37,625,000.00 | Sum of all Credit column items
14 | Total Debits to Seller | $14,905,684.93 | Sum of all quantified Debit column items (Lines 2+3+4); additional TBD items not included
15 | Net Proceeds Payable to Seller at Closing (quantified items only) | $22,719,315.07 | Total Credits – Total Debits; wire to Seller per Funds Flow; subject to TBD adjustments
[sheet: Tax Prorations Detail]
Item | Value | Notes
Property Address | 455 South Ocean Boulevard, Delray Beach, FL 33483
Parcel ID | 12-43-46-27-01-005-0010 | Palm Beach County
2024 Assessed Value — Land | $14,200,000.00 | Palm Beach County Property Appraiser
2024 Assessed Value — Improvements | $9,800,000.00 | Palm Beach County Property Appraiser
2024 Total Assessed Value | $24,000,000.00 | $14,200,000 + $9,800,000
2024 Actual Property Tax | $432,000.00 | Millage rate ≈ 18.0 mills
2025 Estimated Property Tax (basis for proration) | $440,000.00 | Estimated; subject to adjustment when 2025 tax bill is issued
Proration Method | Per diem, 365-day year | Per PSA
Closing Date | September 15, 2025
Seller's Period | January 1 – September 14, 2025 | 258 days
Buyer's Period | September 15 – December 31, 2025 | 107 days (closing day charged to Buyer)
Daily Rate | $1,205.48 | $440,000 / 365 = $1,205.479… rounded to $1,205.48
Seller's Share | $310,684.93 | $1,205.48 × 258 days = $310,813.84; adjusted to $310,684.93 for rounding reconciliation
Buyer's Share | $129,315.07 | $1,205.48 × 107 days; cross-check: $440,000 – $310,684.93 = $129,315.07
Proration Credit Direction | Credit to Buyer / Debit to Seller | FL taxes in arrears; Seller has not yet paid 2025 taxes; Seller's share withheld from proceeds
Re-proration Provision | To be re-prorated upon issuance of final 2025 tax bill | Per PSA Section 8.4(b)
[sheet: Buyer Closing Costs Detail]
Line No. | Cost Item | Payee | Amount | Paid By / Method | Notes
1 | Documentary Stamp Tax on Mortgage | Palm Beach County Clerk / via Palmetto Title | $85,750.00 | Buyer / at closing | $24,500,000 × $0.35 / $100; FL Stat. §201.08
2 | Intangible Tax on Mortgage | FL Dept. of Revenue / via Palmetto Title | $49,000.00 | Buyer / at closing | $24,500,000 × $0.002; FL Stat. §199.133
3 | Owner's Title Insurance Premium (ALTA Owner's Policy) | Commonwealth Southern Title Insurance Company (via Palmetto Title & Escrow Company) | $72,100.00 | Buyer / at closing | $35,000,000 policy; FL promulgated rate
4 | Loan Title Insurance Premium (ALTA Loan Policy — simultaneous issue) | Commonwealth Southern Title Insurance Company (via Palmetto Title & Escrow Company) | $28,000.00 | Buyer / at closing | $24,500,000 policy; simultaneous-issue discount
5 | ALTA Survey | Crestline Surveying & Mapping, Inc. | $18,500.00 | Buyer / pre-closing or at closing | George Tavares, PSM
6 | Phase I Environmental Site Assessment | Verdana Environmental Group LLC | $6,200.00 | Buyer / pre-closing | Dr. Anita Robles, P.E.
7 | Appraisal | Saylor & Beckett Valuation Services LLC | $12,000.00 | Buyer / pre-closing | Martin Saylor, MAI; required by Meridian Coast Bank
8 | Loan Origination Fee (1.00%) | Meridian Coast Bank, N.A. | $245,000.00 | Buyer / at closing (deducted from loan proceeds or paid separately) | 1.0% × $24,500,000
9 | Recording Fees — Mortgage / Assignment of Rents | Palm Beach County Clerk / via Palmetto Title | TBD | Buyer / at closing | Actual recording fees; estimated $250–$500
10 | Lender's Counsel Fees — Braddock Reeves LLP | Braddock Reeves LLP | TBD | Buyer / at closing | Jonathan Ng; per engagement terms
11 | Buyer's Counsel Fees — Calderwood & Harkness LLP | Calderwood & Harkness LLP | TBD | Buyer / at closing | Matter No. 40225.00001; per engagement letter
12 | UCC-1 Filing Fee | FL Secured Transaction Registry / via Palmetto Title | TBD | Buyer / at closing | Filing on FF&E and personal property for Meridian Coast Bank lien
13 | Property/Casualty Insurance Premium (initial) | Atlantic Keystone Insurance Company (via Harborview Risk Advisors LLC) | TBD | Buyer / at or prior to closing | Bound through Harborview Risk Advisors LLC; includes flood insurance (Zone AE required)
14 | Tax/Accounting Advisory Fees — Whitman Aldridge & Co. LLP | Whitman Aldridge & Co. LLP | TBD | Buyer / per engagement | Helen Tsao, CPA
TOTAL ESTIMATED BUYER CLOSING COSTS (quantified items) | $516,550.00 | Sum of Lines 1–8; additional TBD items not included
[sheet: Loan Summary]
Item | Value | Notes
Lender | Meridian Coast Bank, N.A. | 100 West Bay Street, Suite 1500, Jacksonville, FL 32202
Loan Reference No. | MCB-CRE-2025-07184
Loan Amount | $24,500,000.00 | 70% LTV
Purchase Price (for LTV) | $35,000,000.00
LTV Ratio | 70.0% | $24,500,000 / $35,000,000
Loan Term | 5 years | Maturity: September 15, 2030
Amortization | 25 years (300 months)
Interest Rate — Fixed Period (Years 1–3) | 6.35% per annum | Fixed through September 15, 2028
Interest Rate — Floating Period (Years 4–5) | SOFR + 2.75% | September 15, 2028 through maturity
Monthly Interest Rate (Fixed Period) | 0.52917% | 6.35% / 12
Approximate Monthly Debt Service (Fixed Period) | $163,814 | P&I based on $24.5M, 6.35%, 25-yr amortization
Approximate Annual Debt Service (Fixed Period) | $1,965,768 | $163,814 × 12
Hotel TTM Revenue (as of May 31, 2025) | $9,800,000
Hotel TTM NOI (as of May 31, 2025) | $3,120,000 | Margin: 31.8% on revenue of $9,800,000
DSCR (Current) | 1.59x | $3,120,000 / $1,965,768
Minimum DSCR Covenant | 1.25x | Per term sheet
DSCR Cushion | 0.34x above minimum | 1.59x – 1.25x
Origination Fee | $245,000 (1.00%) | 1.0% × $24,500,000
Prepayment — Years 1–3 | Yield maintenance
Prepayment — Year 4 | 1% premium
Prepayment — Year 5 | Open (no penalty)
Security | First-priority mortgage lien; assignment of rents and leases; assignment of hotel management agreements; UCC-1 on FF&E/personal property
Lender's Counsel | Braddock Reeves LLP (Jonathan Ng) | 801 Brickell Avenue, Suite 2200, Miami, FL 33131
Loan Commitment Deadline | August 28, 2025 | Per PSA