ASSIGNMENT AND ASSUMPTION OF CONTRACTS
Pertaining to The Marisol Hotel 455 South Ocean Boulevard, Delray Beach, Florida 33483 Palm Beach County Parcel ID: 12-43-46-27-01-005-0010
Effective Date: September 15, 2025
Prepared by Calderwood & Harkness LLP, Counsel to Buyer 1450 Brickell Avenue, Suite 3100, Miami, Florida 33131 Matter No. 40225.00001
ASSIGNMENT AND ASSUMPTION OF CONTRACTS
This ASSIGNMENT AND ASSUMPTION OF CONTRACTS (this "Agreement") is made and entered into as of September 15, 2025 (the "Effective Date"), by and between:
SALTAIRE HOSPITALITY HOLDINGS LLC, a Delaware limited liability company registered to do business in the State of Florida ("Assignor" or "Seller"), with its principal place of business at 777 South Flagler Drive, Suite 600, West Palm Beach, Florida 33401;
and
PCG DELRAY HOTEL LLC, a Florida limited liability company ("Assignee" or "Buyer"), with its principal place of business c/o Pellegrino Capital Group LLC, 2400 Ponce de Leon Boulevard, Suite 1100, Coral Gables, Florida 33134.
Assignor and Assignee are each referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS:
A. Assignor is Saltaire Hospitality Holdings LLC, a Delaware limited liability company duly registered and authorized to transact business in the State of Florida, with its principal place of business at 777 South Flagler Drive, Suite 600, West Palm Beach, Florida 33401 (EIN: 82-4613278). Assignor is the owner and operator of The Marisol Hotel (operated under the fictitious name "The Marisol — A Saltaire Hotel," Florida Fictitious Name Registration No. G19000042817), a 42-key boutique hotel located at 455 South Ocean Boulevard, Delray Beach, Florida 33483, situated on approximately 1.87 acres of real property in Palm Beach County, Florida (Palm Beach County Parcel ID: 12-43-46-27-01-005-0010) (the "Property"). Assignor (through its affiliated predecessor entities) acquired the Property in 2018 and thereafter completed a comprehensive renovation of the hotel facilities at an approximate cost of $8,600,000 during the period from 2018 through 2019. The hotel has been in continuous operation since its post-renovation opening in 2019, offering guest accommodations, a rooftop restaurant and bar known as "Terrazza," a 3,200-square-foot spa, and related hospitality amenities.
B. Assignor, as Seller, and Assignee, as Buyer, entered into that certain Purchase and Sale Agreement dated as of July 7, 2025 (the "PSA"), pursuant to which Assignor agreed to sell and Assignee agreed to purchase the Property and all associated assets, tangible and intangible, for an aggregate purchase price of Thirty-Five Million and No/100 Dollars ($35,000,000.00), subject to the terms and conditions set forth therein. The PSA contemplates, among other things, the assignment by Assignor to Assignee and the assumption by Assignee of certain contracts, agreements, permits, and licenses pertaining to the Property and the hotel business conducted thereon, to be effectuated at the closing of the transaction (the "Closing").
C. Assignee is PCG Delray Hotel LLC, a Florida limited liability company duly organized, validly existing, and in good standing under the laws of the State of Florida. The sole member of Assignee is Pellegrino Capital Group LLC, a Florida limited liability company headquartered at 2400 Ponce de Leon Boulevard, Suite 1100, Coral Gables, Florida 33134. Pellegrino Capital Group LLC is controlled by Marco A. Pellegrino, Founder and Managing Principal.
D. This Agreement is being executed and delivered by the Parties pursuant to and in accordance with the PSA to effectuate the assignment by Assignor and the assumption by Assignee of the Assigned Contracts and Assigned Permits and Licenses (each as defined below) as of the Closing Date, September 15, 2025, and to set forth the Parties' respective rights and obligations with respect thereto.
E. This Agreement was prepared by Calderwood & Harkness LLP, counsel to Buyer, located at 1450 Brickell Avenue, Suite 3100, Miami, Florida 33131 (Matter No. 40225.00001). The preparation of this Agreement by Buyer's counsel shall not give rise to any presumption of construction against either Party.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the representations and warranties herein set forth, the consummation of the transactions contemplated by the PSA, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each Party, the Parties hereby agree as follows:
ARTICLE 1 — DEFINITIONS
Section 1.1 — Defined Terms
As used in this Agreement, the following terms shall have the meanings set forth below:
"Assigned Contracts" means all contracts, agreements, purchase orders, service agreements, vendor agreements, booking and reservation agreements, platform agreements, warranties, guaranties, and other executory agreements to which Assignor is a party and that relate to the ownership, operation, management, maintenance, or use of the Property and the hotel business conducted thereon, as more particularly described on Exhibit A attached hereto and incorporated herein by this reference, but expressly excluding the Excluded Contracts. For the avoidance of doubt, the term "Assigned Contracts" includes all amendments, modifications, supplements, addenda, side letters, change orders, renewals, and extensions of the contracts listed on Exhibit A, whether written or oral, to the extent in effect as of the Closing Date.
"Assigned Permits and Licenses" means all governmental permits, licenses, approvals, authorizations, certificates, and registrations held by Assignor with respect to the Property and the hotel business conducted thereon, as more particularly described on Exhibit B attached hereto and incorporated herein by this reference, including without limitation the following:
(a) Florida Department of Business and Professional Regulation ("DBPR") Liquor License No. BEV-5812947 (subject to DBPR transfer approval as set forth in Section 3.2 hereof);
(b) Palm Beach County Elevator Permit No. EL-2019-003417;
(c) All hotel operating permits, health and safety permits, fire safety certificates, pool permits, food service permits, certificates of occupancy, business tax receipts, and all other governmental permits, licenses, approvals, authorizations, and registrations required for the lawful operation of the 42-key hotel, rooftop restaurant and bar ("Terrazza"), spa, pool, and related amenities located on the Property.
"Closing Date" means September 15, 2025.
"Effective Time" means 11:59 p.m. Eastern Time on the Closing Date.
"Excluded Contracts" means: (a) that certain Management Agreement dated as of March 1, 2019, by and between Assignor, as owner, and Saltaire Management Co. LLC, a Delaware limited liability company registered in Florida (an affiliate of Assignor), as manager (the "Management Agreement"), which Management Agreement is being terminated effective as of the Closing Date pursuant to the terms of Section 7.3(b) of the PSA and a separate Termination of Management Agreement being executed and delivered concurrently herewith; and (b) any contracts or agreements that have expired or been terminated prior to the Closing Date and under which no obligations of either party thereto remain outstanding as of the Closing Date.
"PSA" means that certain Purchase and Sale Agreement dated as of July 7, 2025, by and between Assignor, as Seller, and Assignee, as Buyer, as the same may have been amended, modified, or supplemented prior to the date hereof.
"Property" means the real property, improvements, fixtures, and hotel commonly known as The Marisol Hotel, located at 455 South Ocean Boulevard, Delray Beach, Florida 33483, Palm Beach County Parcel ID: 12-43-46-27-01-005-0010, together with all appurtenances, easements, rights-of-way, and privileges pertaining thereto, as more particularly described in the PSA.
"Third-Party Consents" means any and all consents, approvals, waivers, authorizations, or novation agreements required from third-party counterparties to the Assigned Contracts or from governmental authorities with respect to the Assigned Permits and Licenses in connection with the assignment by Assignor and assumption by Assignee of the Assigned Contracts and Assigned Permits and Licenses as contemplated by this Agreement.
Section 1.2 — Interpretation
The following rules of construction and interpretation shall apply to this Agreement:
(a) PSA Definitions. Capitalized terms used but not separately defined in this Agreement shall have the meanings ascribed to such terms in the PSA.
(b) Singular and Plural. Words in the singular shall include the plural, and words in the plural shall include the singular, unless the context otherwise requires.
(c) Gender. Words of any gender shall include the masculine, feminine, and neuter genders.
(d) Headings. The article and section headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.
(e) Including. The word "including" and words of similar import, when used in this Agreement, shall mean "including without limitation," unless the context clearly indicates otherwise.
(f) Governing Law for Interpretation. This Agreement shall be interpreted and construed in accordance with the laws of the State of Florida, without regard to principles of conflicts of law that would result in the application of the laws of any other jurisdiction.
(g) References. All references to "Articles," "Sections," and "Exhibits" are references to Articles and Sections of, and Exhibits to, this Agreement, unless otherwise specified. All references to "days" shall mean calendar days unless otherwise specified as "business days."
(h) No Presumption Against Drafter. This Agreement has been negotiated by the Parties and their respective counsel, and the language hereof shall not be construed for or against either Party by reason of the authorship or alleged authorship of any provision hereof.
ARTICLE 2 — ASSIGNMENT AND ASSUMPTION
Section 2.1 — Assignment of Contracts
Effective as of the Effective Time, Assignor hereby irrevocably assigns, transfers, sets over, conveys, and delivers to Assignee all of Assignor's right, title, and interest in, to, and under each of the Assigned Contracts. The foregoing assignment includes, without limitation, all benefits, rights, privileges, remedies, claims, causes of action, and rights to receive performance of every kind and nature of Assignor arising under or relating to the Assigned Contracts from and after the Effective Time, including the right to enforce any warranties, guaranties, or indemnities contained in or related to the Assigned Contracts, to the extent such warranties, guaranties, or indemnities relate to periods from and after the Effective Time or to matters arising from and after the Effective Time. This assignment is made subject to the terms and conditions of this Agreement, including the provisions relating to Third-Party Consents set forth in Article 3 hereof.
Section 2.2 — Assignment of Permits and Licenses
Effective as of the Effective Time, Assignor hereby assigns, transfers, and conveys to Assignee, to the fullest extent assignable or transferable under applicable law, all of Assignor's right, title, and interest in, to, and under the Assigned Permits and Licenses. Assignor acknowledges and agrees that the foregoing assignment is intended to transfer to Assignee all governmental permits, licenses, approvals, authorizations, certificates, and registrations held by Assignor that are required for or relate to the lawful operation of the Property and the hotel business conducted thereon, to the extent that such permits and licenses are transferable by their terms and under applicable law.
To the extent that any Assigned Permit or License is not directly assignable or transferable by operation of this Agreement but instead requires a separate application for transfer, re-issuance, or new issuance by the applicable governmental authority, Assignor shall cooperate with Assignee in connection with such transfer, re-issuance, or new issuance as provided in Section 3.2 and Section 3.3 of this Agreement. Until such transfer, re-issuance, or new issuance is completed, Assignor shall, to the extent legally permissible, maintain such Assigned Permit or License in effect for the benefit of Assignee and the continued operation of the Property and the hotel business.
Section 2.3 — Assumption by Assignee
Assignee hereby accepts the foregoing assignments set forth in Section 2.1 and Section 2.2 and, effective as of the Effective Time, Assignee hereby assumes, agrees to perform, discharge, and be fully bound by all of the obligations, duties, covenants, terms, conditions, and liabilities of Assignor under the Assigned Contracts and Assigned Permits and Licenses, in each case solely to the extent such obligations, duties, covenants, terms, conditions, and liabilities arise from and after the Effective Time. Assignee shall perform and discharge all such assumed obligations in accordance with the terms and conditions of the applicable Assigned Contracts and Assigned Permits and Licenses.
Notwithstanding the foregoing, Assignee shall not assume and shall not be responsible or liable for any obligations, liabilities, debts, claims, damages, losses, defaults, or breaches of Assignor under the Assigned Contracts or Assigned Permits and Licenses to the extent arising out of, relating to, or accruing with respect to events, circumstances, acts, or omissions occurring prior to the Effective Time, whether or not such obligations, liabilities, debts, claims, damages, losses, defaults, or breaches are discovered, asserted, or become due and payable after the Effective Time. All such pre-Effective Time obligations and liabilities shall remain the sole responsibility of Assignor.
Section 2.4 — Excluded Contracts
Notwithstanding anything to the contrary contained in this Agreement, this Agreement does not assign, and Assignee does not assume, any of the Excluded Contracts. Specifically and without limitation:
(a) The Management Agreement by and between Assignor and Saltaire Management Co. LLC, dated as of March 1, 2019, is being terminated effective as of the Closing Date pursuant to the terms of the PSA and a separate Termination of Management Agreement executed concurrently herewith, and such Management Agreement is expressly excluded from the assignment and assumption contemplated by this Agreement. Assignee shall have no liability, obligation, or responsibility whatsoever with respect to the Management Agreement, whether arising before, on, or after the Closing Date.
(b) Any contracts or agreements that have expired or been fully performed prior to the Closing Date and under which no obligations of any party thereto remain outstanding are excluded from the scope of this Agreement.
Section 2.5 — Booking and Reservation Agreements
Without limiting the generality of Section 2.1, the assignment of the Assigned Contracts effectuated hereby includes the assignment of all existing booking and reservation agreements, online travel agency ("OTA") platform agreements, group booking contracts, corporate booking agreements, travel management company contracts, global distribution system ("GDS") agreements, and all advance guest reservations pertaining to the hotel that are in effect as of the Effective Time. The foregoing includes all reservations for guest stays with check-in dates occurring on or after the Closing Date.
The treatment of advance deposits, prepaid reservations, gift certificates, loyalty program credits, and other prepayments received by Assignor prior to the Closing Date with respect to reservations for guest stays occurring on or after the Closing Date shall be as provided in the PSA and the Settlement Statement executed by the Parties in connection with the Closing. To the extent that any such advance deposits or prepayments are credited to Assignee at Closing through the proration and adjustment provisions of the PSA, Assignee hereby assumes full responsibility for honoring all confirmed reservations for guest stays with check-in dates occurring on or after the Closing Date and for applying such deposits and prepayments in accordance with the terms of the applicable booking or reservation agreement. Assignee agrees to honor all terms, rates, and conditions of confirmed reservations as of the Closing Date.
ARTICLE 3 — THIRD-PARTY CONSENTS AND GOVERNMENTAL APPROVALS
Section 3.1 — Consent Requirements
To the extent that any Assigned Contract requires the prior written consent, approval, or waiver of a third-party counterparty as a condition to the assignment and assumption contemplated by this Agreement, Assignor shall use commercially reasonable efforts to obtain each such required Third-Party Consent prior to or promptly after the Closing Date. Assignee shall cooperate with Assignor in connection with obtaining such Third-Party Consents, including by providing such financial information, corporate documentation, and other materials regarding Assignee as may be reasonably requested by any such third-party counterparty in connection with its evaluation of the proposed assignment.
If any required Third-Party Consent with respect to an Assigned Contract has not been obtained as of the Closing Date, then, notwithstanding anything to the contrary contained in this Agreement:
(a) This Agreement shall not constitute an assignment of such Assigned Contract to the extent that such assignment, without the required consent, would constitute a breach, violation, or default under such Assigned Contract or would otherwise be ineffective or void under applicable law.
(b) In such event, Assignor shall hold its interest in such Assigned Contract in trust for the benefit of Assignee from and after the Effective Time and shall cooperate with Assignee to provide Assignee with all of the economic benefits and burdens of such Assigned Contract, including by entering into any subcontracting, agency, or other arrangement reasonably acceptable to both Parties that is designed to provide to Assignee the benefits of such Assigned Contract pending receipt of the required Third-Party Consent.
(c) Assignor and Assignee shall continue to use commercially reasonable efforts to obtain the required Third-Party Consent as promptly as practicable following the Closing Date, and upon receipt of such consent, the assignment and assumption of such Assigned Contract shall automatically become effective in accordance with the terms of this Agreement without the need for any further action by either Party, although the Parties agree to execute any confirmatory documents as may be reasonably requested.
(d) If, despite the commercially reasonable efforts of the Parties, a required Third-Party Consent cannot be obtained within ninety (90) days following the Closing Date, the Parties shall negotiate in good faith regarding alternative arrangements with respect to the applicable Assigned Contract, which may include the procurement of a replacement contract on substantially similar terms.
Section 3.2 — DBPR Liquor License Transfer
The Parties acknowledge and agree that Florida DBPR Liquor License No. BEV-5812947, issued to Assignor with respect to the hotel's food and beverage operations (including the "Terrazza" rooftop restaurant and bar), requires transfer approval from the Florida Department of Business and Professional Regulation, Division of Alcoholic Beverages and Tobacco, and cannot be assigned solely by operation of this Agreement.
Assignor and Assignee shall cooperate in all respects and shall jointly prepare, execute, and file with the DBPR all applications, forms, supporting documentation, and fees required for the transfer of the Liquor License to Assignee (or to Assignee's designated operator, if applicable) as promptly as practicable following the execution of the PSA. Assignor shall promptly provide all documentation, records, tax clearances, and other information required by the DBPR in connection with the transfer application.
Pending completion of the DBPR transfer process and the issuance of the transferred Liquor License to Assignee (or Assignee's designated operator), Assignor shall take such actions as may be necessary and legally permissible under applicable Florida law and DBPR regulations to allow the continued, uninterrupted operation of the hotel's food and beverage operations, including maintaining the Liquor License in effect and in good standing for the benefit of Assignee during the sixty (60)-day post-closing transition period (September 15, 2025 through November 14, 2025) pursuant to the Post-Closing Transition Agreement dated as of the date hereof between Assignor and Assignee (the "Post-Closing Transition Agreement"). During such transition period, Assignor shall not take any action that would jeopardize, impair, or adversely affect the status or transferability of the Liquor License.
All application fees, filing fees, transfer fees, and other costs and expenses associated with the transfer of the Liquor License (including any DBPR investigation fees) shall be borne solely by Assignee. Assignor shall bear its own internal costs and legal fees incurred in connection with the transfer.
Section 3.3 — Elevator Permit and Other Governmental Permits
Palm Beach County Elevator Permit No. EL-2019-003417 and all other governmental permits, licenses, approvals, and registrations listed on Exhibit B that require transfer, re-registration, or re-issuance in the name of Assignee (or Assignee's designated operator) shall be transferred or re-issued in accordance with the requirements of the applicable governmental authority. Assignor shall cooperate in executing any applications, affidavits, transfer forms, or other documents required by any governmental authority for such transfer or re-issuance. Assignor shall provide to Assignee or the applicable governmental authority all records, inspection reports, maintenance logs, and other documentation in Assignor's possession or control that may be required in connection with such transfer or re-issuance.
Unless otherwise agreed by the Parties or required by the applicable governmental authority, the costs and fees associated with the transfer or re-issuance of governmental permits and licenses (other than the Liquor License, which is addressed in Section 3.2) shall be shared equally between Assignor and Assignee.
ARTICLE 4 — REPRESENTATIONS AND WARRANTIES OF ASSIGNOR
Assignor hereby represents and warrants to Assignee as follows, as of the Closing Date:
Section 4.1 — Authority
Assignor is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware and is duly registered and authorized to transact business in the State of Florida. Assignor has full limited liability company power and authority to execute and deliver this Agreement, to assign the Assigned Contracts and Assigned Permits and Licenses as contemplated hereby, and to perform all of its obligations hereunder. The execution, delivery, and performance of this Agreement by Assignor have been duly authorized by all necessary limited liability company action on the part of Assignor, including the unanimous written consent and approval of its members, Nathaniel Whitford (Managing Member, holding a sixty percent (60%) membership interest) and Elaine Chastain-Park (Member, holding a forty percent (40%) membership interest). No other consent, approval, or authorization of any person or entity is required for Assignor to execute and deliver this Agreement and consummate the transactions contemplated hereby (other than Third-Party Consents as described in Article 3). This Agreement constitutes the legal, valid, and binding obligation of Assignor, enforceable against Assignor 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.
Section 4.2 — Validity and Enforceability of Assigned Contracts
Each Assigned Contract listed on Exhibit A is, as of the Closing Date, in full force and effect and has not been modified, amended, or supplemented except as disclosed in writing to Assignee during the due-diligence period under the PSA. Each Assigned Contract constitutes a valid and binding obligation of Assignor and, to Assignor's actual knowledge (after reasonable inquiry), of each other party thereto, enforceable in accordance with its respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.
Assignor has not received any written notice of default, breach, or termination with respect to any Assigned Contract that remains uncured as of the Closing Date. To Assignor's actual knowledge, no event has occurred that, with the giving of notice or the lapse of time or both, would constitute a default or breach by Assignor under any Assigned Contract.
True, correct, and complete copies of all Assigned Contracts (including all amendments, modifications, supplements, and side letters thereto) have been delivered to Assignee during the due-diligence period under the PSA. Assignor has not withheld any material correspondence or documentation relating to the Assigned Contracts from Assignee.
Section 4.3 — Status of Permits and Licenses
Each Assigned Permit and License listed on Exhibit B is valid, current, and in good standing as of the Closing Date, and each such permit and license has been duly issued by the applicable governmental authority in accordance with applicable law. Assignor is in material compliance with all terms and conditions of each Assigned Permit and License and is not in violation of or default under any such permit or license. Assignor has not received any written notice of revocation, suspension, modification, non-renewal, or pending adverse action with respect to any Assigned Permit or License. To Assignor's actual knowledge, there exists no fact, condition, or circumstance that would reasonably be expected to result in the revocation, suspension, or non-renewal of any Assigned Permit or License.
Section 4.4 — No Conflict
The execution and delivery of this Agreement by Assignor and the consummation of the transactions contemplated hereby, including the assignment of the Assigned Contracts and Assigned Permits and Licenses, do not and will not:
(a) violate, conflict with, or result in a breach of any provision of the certificate of formation, limited liability company agreement, or other organizational documents of Assignor;
(b) result in a breach of, constitute a default (or an event that, with the giving of notice or lapse of time or both, would become a default) under, give rise to a right of termination, cancellation, or acceleration of any obligation under, or result in the loss of any benefit under, any Assigned Contract, subject to the receipt of any required Third-Party Consents as described in Article 3; or
(c) violate or conflict with any applicable law, statute, rule, regulation, ordinance, order, writ, injunction, decree, or judgment of any federal, state, or local governmental authority applicable to Assignor, the Property, or the Assigned Contracts or Assigned Permits and Licenses.
Section 4.5 — Litigation
There is no action, suit, claim, proceeding, arbitration, mediation, investigation, or governmental inquiry pending or, to Assignor's actual knowledge, threatened in writing against Assignor relating to any Assigned Contract or Assigned Permit or License that would materially and adversely affect the rights of Assignee thereunder following the assignment and assumption contemplated by this Agreement. There is no outstanding order, judgment, injunction, decree, stipulation, or award (whether rendered by a court, administrative agency, arbitral body, or other authority) against or binding upon Assignor that would impair Assignor's ability to assign the Assigned Contracts or Assigned Permits and Licenses as contemplated hereby.
Section 4.6 — No Liens
Assignor's right, title, and interest in and to each Assigned Contract is free and clear of all liens, claims, encumbrances, pledges, security interests, charges, options, rights of first refusal, and other adverse interests of any nature whatsoever, other than the following liens and encumbrances that are being released and discharged at or prior to the Closing: the first-priority mortgage lien and security interest of Seaview National Lending Corp. (the "Existing Mortgage Lien") securing that certain commercial mortgage loan in the original principal amount of $16,000,000 (approximate current payoff amount of $14,350,000 as of the Closing Date), which Existing Mortgage Lien is being released in full at Closing upon repayment of the outstanding indebtedness from the sale proceeds. Assignor shall deliver to Assignee at Closing a recorded satisfaction or release of the Existing Mortgage Lien, or evidence that the same has been filed for recording with the Clerk and Comptroller of Palm Beach County, Florida.
ARTICLE 5 — REPRESENTATIONS AND WARRANTIES OF ASSIGNEE
Assignee hereby represents and warrants to Assignor as follows, as of the Closing Date:
Section 5.1 — Authority
Assignee is PCG Delray Hotel LLC, a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Florida. Assignee's sole member is Pellegrino Capital Group LLC, a Florida limited liability company controlled by Marco A. Pellegrino, Founder and Managing Principal, who holds a seventy-eight percent (78%) membership interest in Pellegrino Capital Group LLC. The remaining twenty-two percent (22%) membership interest in Pellegrino Capital Group LLC is held by the Pellegrino Family Irrevocable Trust (2014).
Assignee has full limited liability company power and authority to execute and deliver this Agreement, to accept the assignment of the Assigned Contracts and Assigned Permits and Licenses, to assume and perform the obligations thereunder arising from and after the Effective Time, and to perform all of its obligations hereunder. The execution, delivery, and performance of this Agreement by Assignee have been duly authorized by all necessary limited liability company action on the part of Assignee and its sole member. This Agreement constitutes the legal, valid, and binding obligation of Assignee, enforceable against Assignee 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.
Section 5.2 — Assumption Capacity
Assignee has the financial capacity and operational capability to perform all obligations under the Assigned Contracts and Assigned Permits and Licenses arising from and after the Effective Time. Assignee has secured acquisition financing from Meridian Coast Bank, N.A. (Loan Reference No. MCB-CRE-2025-07184) and has available capital resources sufficient to support the ongoing operation of the hotel and the performance of the obligations assumed hereunder.
Section 5.3 — No Conflict
The execution and delivery of this Agreement by Assignee and the assumption of obligations hereunder do not and will not: (a) violate, conflict with, or result in a breach of any provision of the articles of organization, operating agreement, or other organizational documents of Assignee or Pellegrino Capital Group LLC; or (b) violate or conflict with any applicable law, statute, rule, regulation, ordinance, order, writ, injunction, decree, or judgment of any federal, state, or local governmental authority applicable to Assignee or its sole member.
ARTICLE 6 — COVENANTS
Section 6.1 — Assignor's Post-Closing Cooperation
For a period of sixty (60) days following the Closing Date (the "Post-Closing Transition Period"), commencing on September 15, 2025 and ending on November 14, 2025, Assignor shall reasonably cooperate with Assignee in transitioning the Assigned Contracts and Assigned Permits and Licenses to Assignee's management and control. Without limiting the generality of the foregoing, Assignor's cooperation obligations during the Post-Closing Transition Period shall include:
(a) Introductions. Making introductions of Assignee's management team and designated representatives to the counterparties, vendors, service providers, and governmental authorities associated with the Assigned Contracts and Assigned Permits and Licenses.
(b) Delivery of Records. Delivering to Assignee (to the extent not previously delivered) all original and copies of contract files, amendments, correspondence, invoices, payment records, and other records relating to the Assigned Contracts and Assigned Permits and Licenses that are in Assignor's possession or control.
(c) Execution of Documents. Executing and delivering any estoppel certificates, notices of assignment (including the Notices of Assignment in substantially the form attached hereto as Exhibit C), landlord or vendor acknowledgments, and similar documents reasonably requested by Assignee or required by counterparties or governmental authorities in connection with the assignment and assumption of the Assigned Contracts and Assigned Permits and Licenses.
(d) Reservation Systems and Guest Data. Cooperating in the orderly transfer and transition of reservation systems, property management system ("PMS") accounts and data, guest databases, booking platform accounts (including OTA extranet accounts), GDS connectivity, loyalty program records, and related technology systems and data to Assignee or Assignee's designated operator, in accordance with applicable data privacy laws and regulations.
(e) General Assistance. Providing such other reasonable assistance and cooperation as Assignee may reasonably request to ensure the orderly and uninterrupted continuation of hotel operations and the performance of the Assigned Contracts following the Closing.
Assignor's obligations under this Section 6.1 are further subject to and shall be performed in accordance with the Post-Closing Transition Agreement between the Parties. In the event of any conflict between this Section 6.1 and the Post-Closing Transition Agreement, the Post-Closing Transition Agreement shall control.
Section 6.2 — Notices to Counterparties
Promptly following the execution and delivery of this Agreement (and in any event within five (5) business days following the Closing Date), Assignor and Assignee shall jointly prepare and deliver written notices of assignment to all counterparties under the Assigned Contracts in substantially the form attached hereto as Exhibit C (each, a "Notice of Assignment"). Each Notice of Assignment shall be signed by authorized representatives of both Assignor and Assignee and shall be delivered by email (with confirmation of delivery), nationally recognized overnight courier, or certified mail, return receipt requested, to the last known address of the applicable counterparty. Assignor and Assignee shall cooperate in preparing any counterparty-specific modifications to the form Notice of Assignment as may be necessary or appropriate.
Section 6.3 — Further Assurances
Each Party shall, from time to time after the Closing Date, at the reasonable request of the other Party and without further consideration, execute and deliver such additional documents, instruments, conveyances, and agreements, and take such further actions, as may be reasonably necessary or desirable to effectuate the purposes and intent of this Agreement and to vest in Assignee the full benefits of the Assigned Contracts and Assigned Permits and Licenses assigned hereunder. The obligations of the Parties under this Section 6.3 shall survive the Closing without limitation as to time.
Section 6.4 — Wind-Down of Fictitious Name
Assignor shall cooperate with Assignee in the orderly wind-down and de-registration of the fictitious name "The Marisol — A Saltaire Hotel" (Florida Fictitious Name Registration No. G19000042817) during the Post-Closing Transition Period, in coordination with the Post-Closing Transition Agreement between the Parties. Assignor shall execute and file (or cooperate in the filing of) any cancellation of fictitious name registration or similar filing required by the Florida Department of State, Division of Corporations, and shall not object to Assignee's registration of a new fictitious name for the hotel, provided that such new fictitious name does not include the "Saltaire" brand name or any derivative thereof. The Parties acknowledge that the de-registration of the fictitious name and the rebranding of the hotel shall be coordinated so as to minimize any disruption to hotel operations and guest experience.
ARTICLE 7 — INDEMNIFICATION
Section 7.1 — Indemnification by Assignor
Assignor shall indemnify, defend, and hold harmless Assignee and Assignee's members, managers, officers, directors, employees, agents, successors, assigns, and representatives (collectively, the "Assignee Indemnified Parties") from and against any and all losses, damages, liabilities, obligations, claims, demands, judgments, settlements, fines, penalties, costs, and expenses of any kind or nature (including reasonable attorneys' fees, court costs, and expenses of investigation and litigation) (collectively, "Losses") arising out of, relating to, or resulting from:
(a) any obligation, liability, breach, default, or violation under any Assigned Contract or Assigned Permit or License to the extent arising out of or relating to events, circumstances, acts, or omissions occurring or accruing prior to the Effective Time;
(b) any breach or inaccuracy of any representation or warranty of Assignor contained in Article 4 of this Agreement; or
(c) any breach of, or failure to perform, any covenant or obligation of Assignor contained in this Agreement.
Section 7.2 — Indemnification by Assignee
Assignee shall indemnify, defend, and hold harmless Assignor and Assignor's members, managers, officers, directors, employees, agents, successors, assigns, and representatives (collectively, the "Assignor Indemnified Parties") from and against any and all Losses arising out of, relating to, or resulting from:
(a) any obligation, liability, breach, default, or violation under any Assigned Contract or Assigned Permit or License to the extent arising out of or relating to events, circumstances, acts, or omissions occurring or accruing from and after the Effective Time;
(b) any breach or inaccuracy of any representation or warranty of Assignee contained in Article 5 of this Agreement; or
(c) any breach of, or failure to perform, any covenant or obligation of Assignee contained in this Agreement.
Section 7.3 — Indemnification Procedures
(a) Notice of Claim. Any Party seeking indemnification under this Article 7 (the "Indemnified Party") shall deliver to the Party from whom indemnification is sought (the "Indemnifying Party") a written notice (a "Claim Notice") describing in reasonable detail the nature and basis of the claim, the facts giving rise to such claim, and the estimated amount of Losses (to the extent then ascertainable). The Claim Notice shall be delivered promptly, and in any event within thirty (30) days, after the Indemnified Party becomes aware of the facts or circumstances giving rise to the indemnification claim. The failure to deliver a timely Claim Notice shall not relieve the Indemnifying Party of its indemnification obligations hereunder, except to the extent that the Indemnifying Party is materially prejudiced by such delay.
(b) Defense of Third-Party Claims. If any claim, action, suit, or proceeding is asserted or commenced by a third party against an Indemnified Party (a "Third-Party Claim"), the Indemnifying Party shall have the right, at its sole cost and expense, to assume the defense of such Third-Party Claim by delivering written notice to the Indemnified Party within twenty (20) days after receipt of the Claim Notice, provided that: (i) the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party with respect to such Third-Party Claim (subject to any applicable limitations); (ii) the Indemnifying Party retains counsel reasonably acceptable to the Indemnified Party; and (iii) the Third-Party Claim does not seek injunctive or other equitable relief against the Indemnified Party. If the Indemnifying Party assumes the defense of a Third-Party Claim, the Indemnified Party shall have the right to participate in such defense at its own expense. The Indemnifying Party shall not settle, compromise, or consent to any judgment with respect to a Third-Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned, or delayed, unless such settlement, compromise, or judgment: (x) includes an unconditional release of the Indemnified Party from all liability with respect to such Third-Party Claim; and (y) does not impose any non-monetary obligation or restriction on the Indemnified Party.
(c) Cooperation. The Indemnified Party shall cooperate in all reasonable respects with the Indemnifying Party in connection with the defense of any Third-Party Claim, including by providing access to relevant records, documents, and personnel, and by executing such documents as may be reasonably necessary in connection with the defense or settlement of such Third-Party Claim. The costs and expenses of such cooperation (other than attorneys' fees of the Indemnified Party's separate counsel, if applicable) shall be borne by the Indemnifying Party.
(d) Limitations. The indemnification obligations of the Parties under this Article 7 are subject to the survival periods and limitations set forth in Article 8 of this Agreement and the indemnification limitations and caps, if any, set forth in the PSA.
Section 7.4 — Exclusive Remedy
Except in the case of fraud or intentional misrepresentation by either Party, the indemnification provisions set forth in this Article 7 shall constitute the sole and exclusive remedy of the Parties and their respective Indemnified Parties with respect to any and all claims, causes of action, or damages arising out of, relating to, or in connection with this Agreement, the assignment and assumption of the Assigned Contracts and Assigned Permits and Licenses, or the transactions contemplated hereby. Nothing in this Section 7.4 shall limit either Party's right to seek equitable relief (including specific performance or injunctive relief) in connection with the enforcement of any covenant or obligation under this Agreement.
ARTICLE 8 — SURVIVAL
Section 8.1 — Survival of Representations and Warranties
The representations and warranties of Assignor set forth in Article 4 and the representations and warranties of Assignee set forth in Article 5 shall survive the Closing Date for a period of twelve (12) months following the Closing Date (i.e., until September 15, 2026) and shall thereafter expire and be of no further force or effect, except with respect to any claim for breach thereof for which a Claim Notice has been delivered to the Indemnifying Party in accordance with Section 7.3(a) prior to the expiration of such twelve (12)-month survival period, which claim shall survive until finally resolved or adjudicated.
Section 8.2 — Survival of Covenants
The covenants and obligations of the Parties that by their terms are to be performed after the Closing Date shall survive the Closing Date until fully performed or for the specific period set forth therein, as applicable. Without limiting the foregoing: (a) the covenants of Assignor set forth in Section 6.1 (Post-Closing Cooperation) shall survive through the end of the Post-Closing Transition Period (November 14, 2025); (b) the covenants set forth in Section 6.2 (Notices to Counterparties) shall survive until all required Notices of Assignment have been delivered; and (c) the covenants set forth in Section 6.3 (Further Assurances) shall survive the Closing Date without limitation as to time.
Section 8.3 — Survival of Indemnification
The indemnification obligations of each Party under Article 7 shall survive the Closing Date in accordance with the survival periods applicable to the underlying representations, warranties, covenants, or obligations giving rise to the applicable indemnification claim. No indemnification claim may be asserted after the expiration of the applicable survival period, except that any indemnification claim for which a proper Claim Notice has been delivered within the applicable survival period shall survive until finally resolved or adjudicated, regardless of whether such resolution or adjudication occurs after the expiration of the survival period.
ARTICLE 9 — MISCELLANEOUS
Section 9.1 — Governing Law
This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Florida, without giving effect to any choice-of-law or conflicts-of-law provision or principle that would result in the application of the laws of any other jurisdiction. The Parties hereby consent to the exclusive jurisdiction of the state and federal courts located in Palm Beach County, Florida (or, if such courts lack subject-matter jurisdiction, the United States District Court for the Southern District of Florida, West Palm Beach Division) for the adjudication of any disputes arising out of or relating to this Agreement, and each Party hereby irrevocably waives any objection to jurisdiction or venue in any such court.
Section 9.2 — Relationship to PSA
This Agreement is made, executed, and delivered pursuant to and subject to the PSA. This Agreement is intended to implement and effectuate the provisions of the PSA relating to the assignment and assumption of the Assigned Contracts and Assigned Permits and Licenses. In the event of any conflict or inconsistency between the terms of this Agreement and the terms of the PSA, the terms of the PSA shall control and govern. Capitalized terms used but not specifically defined in this Agreement shall have the meanings ascribed to such terms in the PSA.
Section 9.3 — Binding Effect; Successors and Assigns
This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors, assigns, heirs, executors, administrators, and legal representatives. Neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, except that Assignee may assign its rights and obligations hereunder to an affiliate of Assignee without the prior consent of Assignor, provided that such assignee assumes all of Assignee's obligations hereunder in writing and Assignee remains jointly and severally liable for such obligations.
Section 9.4 — Entire Agreement
This Agreement, together with the PSA, the Exhibits attached hereto, the Post-Closing Transition Agreement, the Termination of Management Agreement, the Settlement Statement, and the other documents and instruments delivered at the Closing, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, representations, warranties, understandings, and discussions (whether written or oral) between the Parties with respect to the assignment and assumption of the Assigned Contracts and Assigned Permits and Licenses.
Section 9.5 — Amendments
This Agreement may not be amended, modified, supplemented, restated, or waived in any respect except by a written instrument duly executed by both Assignor and Assignee. No oral agreement, understanding, course of dealing, or course of performance shall be effective to amend or modify this Agreement.
Section 9.6 — Severability
If any provision of this Agreement or the application thereof to any person, entity, or circumstance shall be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions of this Agreement and the application of such provision to other persons, entities, or circumstances shall not in any way be affected or impaired thereby. In such event, the Parties shall negotiate in good faith to replace the invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that comes as close as reasonably possible to the intent and economic effect of the invalid, illegal, or unenforceable provision.
Section 9.7 — Counterparts; Electronic Signatures
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. This Agreement may be executed and delivered by facsimile transmission, by electronic mail in portable document format (PDF), or by any electronic signature method compliant with the federal Electronic Signatures in Global and National Commerce Act (E-SIGN Act) and the Florida Uniform Electronic Transaction Act (Chapter 668, Florida Statutes), and any such facsimile, PDF, or electronic signature shall be deemed an original signature for all purposes and shall be binding upon the Party executing the same.
Section 9.8 — Notices
All notices, demands, requests, consents, approvals, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given and received: (a) when delivered by hand or by nationally recognized overnight courier (with written confirmation of delivery); (b) when sent by certified mail, return receipt requested, postage prepaid; or (c) when sent by email (with confirmation of receipt and followed within one (1) business day by delivery via one of the methods described in clause (a) or (b) above), in each case addressed as follows:
If to Assignor:
Saltaire Hospitality Holdings LLC 777 South Flagler Drive, Suite 600 West Palm Beach, Florida 33401
Attn: Nathaniel Whitford, Managing Member
Email: n.whitford@saltairehospitality.com
With a copy to (which shall not constitute notice):
Hargrove, Kessler & Blaine LLP 515 North Flagler Drive, Suite 800 West Palm Beach, Florida 33401
Attn: Patricia Blaine, Esq.
Email: p.blaine@hkblaw.com
If to Assignee:
PCG Delray Hotel LLC c/o Pellegrino Capital Group LLC 2400 Ponce de Leon Boulevard, Suite 1100 Coral Gables, Florida 33134
Attn: Veronica Suárez-Pellegrino, General Counsel
Email: v.suarez@pellegrinocapital.com
With a copy to (which shall not constitute notice):
Calderwood & Harkness LLP 1450 Brickell Avenue, Suite 3100 Miami, Florida 33131
Attn: Angela Fontaine, Esq.
Email: a.fontaine@calderwoodharkness.com
Either Party may change its notice address by giving written notice of such change to the other Party in accordance with this Section 9.8.
Section 9.9 — Waiver
No waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by the Party granting such waiver. No failure or delay by any Party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies provided in this Agreement are cumulative and are not exclusive of any other rights or remedies available at law or in equity.
Section 9.10 — Third-Party Beneficiaries
This Agreement is not intended to, and shall not, confer any rights, benefits, or remedies upon any person or entity other than the Parties hereto and their respective permitted successors and assigns; provided, however, that Meridian Coast Bank, N.A. ("Lender"), as the acquisition lender to Assignee under that certain loan facility identified by Loan Reference No. MCB-CRE-2025-07184, shall be a third-party beneficiary of this Agreement to the extent required under the loan documents executed in connection with such loan facility, and shall have the right to enforce the provisions of this Agreement to the extent expressly provided in such loan documents.
Section 9.11 — Attorneys' Fees
In any action, suit, or proceeding brought by any Party to enforce or interpret this Agreement, or arising out of or relating to this Agreement, the prevailing Party shall be entitled to recover from the non-prevailing Party all reasonable attorneys' fees, costs, and expenses (including those incurred at the trial and appellate levels, in bankruptcy proceedings, and in connection with the enforcement of any judgment) in addition to any other relief to which such prevailing Party may be entitled.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK — SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the Parties hereto have caused this Assignment and Assumption of Contracts to be executed and delivered as of the Effective Date first written above.
ASSIGNOR:
SALTAIRE HOSPITALITY HOLDINGS LLC, a Delaware limited liability company
By: ________
Name: Nathaniel Whitford
Title: Managing Member
Date: September 15, 2025
ASSIGNEE:
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: Managing Principal
Date: September 15, 2025