1027-00004 · Pellegrino Capital Group · Transaction Documents

bill-of-sale.docx DOCUMENT Real Estate

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BILL OF SALE

Personal Property, Furniture, Fixtures, and Equipment, Inventories, and Supplies

September 15, 2025

This BILL OF SALE (this "Bill of Sale") is made and delivered as of September 15, 2025 (the "Closing Date"), by Saltaire Hospitality Holdings LLC, a Delaware limited liability company registered to do business in the State of Florida ("Grantor" or "Seller"), in favor of PCG Delray Hotel LLC, a Florida limited liability company ("Grantee" or "Buyer"), and is delivered pursuant to that certain Purchase and Sale Agreement dated as of July 7, 2025 (the "PSA"), by and between Grantor and Grantee.

RECITALS

WHEREAS, Grantor is a Delaware limited liability company duly organized and in good standing under the laws of the State of Delaware and registered to transact business in the State of Florida, with its principal place of business located at 777 South Flagler Drive, Suite 600, West Palm Beach, Florida 33401 (EIN: 82-4613278);

WHEREAS, Grantee is a Florida limited liability company duly organized and in good standing under the laws of the State of Florida, with its principal place of business located at 2400 Ponce de Leon Boulevard, Suite 1100, Coral Gables, Florida 33134, and is a wholly owned subsidiary of Pellegrino Capital Group LLC, a Florida limited liability company;

WHEREAS, Grantor is the owner of that certain boutique hotel property commonly known as "The Marisol — A Saltaire Hotel" (the "Hotel" or "The Marisol"), located at 455 South Ocean Boulevard, Delray Beach, Florida 33483, situated on an approximately 1.87-acre oceanfront parcel of real property more particularly identified as Palm Beach County Parcel Identification Number: 12-43-46-27-01-005-0010 (the "Property");

WHEREAS, Grantor and Grantee have entered into that certain Purchase and Sale Agreement dated as of July 7, 2025 (as amended, supplemented, or otherwise modified from time to time, the "PSA"), pursuant to which Grantor has agreed to sell, and Grantee has agreed to purchase, the Property and associated assets at a purchase price of Thirty-Five Million and 00/100 Dollars ($35,000,000.00) (the "Purchase Price"), subject to the terms, conditions, and provisions set forth therein;

WHEREAS, the PSA contemplates, among other things, the conveyance by Grantor to Grantee of all tangible personal property located at and used in connection with the operation of the Hotel, which is a 42-key full-service boutique hotel, including, without limitation, all furniture, fixtures, and equipment, inventories, supplies, food and beverage stocks, and other personal property of Grantor situated at or pertaining to the Hotel and its operations;

WHEREAS, this Bill of Sale is being executed and delivered by Grantor at the closing of the transactions contemplated by the PSA (the "Closing") on the Closing Date, pursuant to and in accordance with the terms and conditions of the PSA; and

WHEREAS, capitalized terms used but not otherwise defined in this Bill of Sale shall have the respective meanings ascribed to such terms in the PSA.

NOW, THEREFORE, for and in consideration of the premises, the mutual covenants and agreements set forth in the PSA, and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged by the parties, Grantor hereby agrees as follows:

Section 1. Conveyance of Personal Property

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Grantor as constituting a portion of the Purchase Price of Thirty-Five Million and 00/100 Dollars ($35,000,000.00) paid or to be paid pursuant to the PSA, Grantor hereby unconditionally and irrevocably sells, transfers, assigns, conveys, and delivers to Grantee, and its successors and assigns, all of Grantor's right, title, and interest in and to all tangible personal property owned by Grantor and located at, affixed to, or used in connection with the ownership, operation, management, or maintenance of The Marisol Hotel at 455 South Ocean Boulevard, Delray Beach, Florida 33483, as of the Closing Date, September 15, 2025 (collectively, the "Personal Property"), including, without limitation, the following:

(a) Furniture, Fixtures, and Equipment ("FF&E"). All furniture, fixtures, and equipment of every kind and description owned by Grantor and located at or used in connection with the Hotel, including, but not limited to, all guest room furnishings (including beds, mattresses, headboards, nightstands, desks, chairs, dressers, armoires, lamps, mirrors, mini-refrigerators, in-room safes, televisions, telephones, alarm clocks, irons, ironing boards, hair dryers, and all other furnishings and equipment situated within each of the forty-two (42) guest rooms and suites of the Hotel); all lobby and common area furniture (including reception desks, seating, tables, lighting fixtures, artwork, rugs, decorative items, and signage); all restaurant and bar equipment and furnishings, including those located in the rooftop restaurant and bar known as "Terrazza" (including tables, chairs, barstools, bar equipment, point-of-sale terminals, refrigeration units, ice machines, glassware racks, serving stations, host stands, and all other furnishings and equipment utilized in connection with food and beverage service operations); all spa equipment and furnishings located within the approximately 3,200-square-foot spa facility (including treatment tables, spa equipment, salon equipment, furniture, storage units, and reception area furnishings); all office furniture and equipment used in the administrative and back-of-house operations of the Hotel; all laundry equipment (including commercial washers, dryers, pressing equipment, folding tables, and linen carts); all heating, ventilation, and air conditioning ("HVAC") equipment; all kitchen and food preparation equipment (including commercial ovens, ranges, grills, fryers, refrigerators, freezers, dishwashers, food processors, prep tables, shelving, exhaust hoods, and fire suppression systems); all audiovisual equipment; all telecommunications systems; all security systems and cameras; all elevators and elevator equipment; and all other fixtures and equipment of any kind affixed to, located at, or used in connection with the improvements situated upon the Property.

(b) Inventories and Supplies. All inventories and supplies owned by Grantor and located at the Hotel as of the Closing Date, including, without limitation, all linens (bed linens, towels, bathrobes, napkins, and tablecloths), uniforms, cleaning supplies, maintenance supplies, guest amenity products (including toiletries, bath products, and stationery), printed materials (including letterhead, envelopes, brochures, and collateral materials), and all other consumable supplies of every kind and description.

(c) Food and Beverage Stocks. All food and beverage stocks owned by Grantor and located on the premises of the Hotel as of the Closing Date, including, without limitation, all wines, spirits, beers, non-alcoholic beverages, perishable food items, non-perishable food items, condiments, and all related consumable food and beverage items.

(d) China, Glassware, Silverware, Cookware, and Serving Ware. All china (including plates, bowls, cups, and saucers), glassware (including barware, wine glasses, water glasses, and specialty glassware), silverware and flatware, cookware, and serving ware (including serving platters, trays, chafing dishes, and related items) owned by Grantor and located at the Hotel.

(e) Vehicles. All vehicles, if any, owned by Grantor and used in connection with the operation, management, or maintenance of the Hotel, together with all keys, titles, and registration documents pertaining thereto.

(f) Artwork, Decorative Items, and Signage. All artwork (including framed artwork, paintings, prints, photographs, and sculptures), decorative items (including decorative objects, vases, artificial plants, and ornamental fixtures), and all interior and exterior signage (including building-mounted signage, directional signage, room number plaques, regulatory signage, and wayfinding displays) owned by Grantor and located at the Hotel, subject to the exclusions set forth in Section 2 hereof.

(g) Technology and Communications Equipment. All computer hardware, including workstations, servers, networking equipment, and Wi-Fi access points; all software to the extent owned by Grantor and transferable to Grantee; all point-of-sale systems and related hardware; all property management system hardware; all reservation system hardware (in each case, to the extent owned by Grantor and transferable); all security camera systems and access control systems; all telephone and PBX systems; all audiovisual equipment; and all related technology equipment and infrastructure owned by Grantor and used in connection with the operation of the Hotel.

(h) Tools, Machinery, Spare Parts, and Maintenance Equipment. All tools, machinery, ladders, power equipment, spare parts (including plumbing, electrical, and HVAC spare parts), painting supplies, and all other maintenance and engineering equipment and supplies owned by Grantor and located at the Hotel.

(i) Other Personal Property. All other tangible personal property of every kind and description owned by Grantor and located at, affixed to, or used in connection with the Property and the Hotel as of the Closing Date, whether or not specifically described in this Section 1 or in Exhibit A attached hereto, and whether or not physically present on the Property on the Closing Date (provided that such property is ordinarily kept at the Property and is temporarily absent therefrom in the ordinary course of business).

The Personal Property is more particularly described by category in Exhibit A attached hereto and incorporated herein by this reference. To the extent of any inconsistency between the general descriptions set forth in this Section 1 and the category descriptions set forth in Exhibit A, the broader description shall control, it being the intent of the parties that all tangible personal property owned by Grantor and located at or used in connection with the Hotel as of the Closing Date shall be conveyed to Grantee hereunder, subject only to the exclusions expressly set forth in Section 2 below.

Section 2. Excluded Property

Notwithstanding anything to the contrary contained in this Bill of Sale, the Personal Property conveyed hereby expressly excludes the following items (collectively, the "Excluded Property"):

(a) Any and all property owned by guests, tenants, licensees, concessionaires, or third-party vendors that may be located on or about the premises of the Hotel as of the Closing Date, which property is not owned by Grantor and is not subject to conveyance hereunder.

(b) Any and all property that is leased, rented, or licensed from third parties pursuant to equipment leases, license agreements, or other contractual arrangements, which property is not owned by Grantor and the rights and obligations with respect to which are addressed separately in the Assignment and Assumption of Contracts and Agreements executed and delivered by the parties contemporaneously herewith at Closing.

(c) Any and all personal effects, belongings, or property of Grantor's individual members, officers, managers, employees, or independent contractors, which property is not owned by Grantor in its capacity as owner and operator of the Hotel.

(d) Grantor's books and records (including financial records, tax returns, organizational documents, and internal correspondence), except to the extent that copies of such books and records are expressly required to be delivered to Grantee under the terms of the PSA, in which case such copies (but not the originals) shall be provided to Grantee in accordance with the PSA.

(e) The trade name "The Marisol — A Saltaire Hotel" and any and all trademarks, service marks, trade dress, logos, domain names, social media accounts, brand standards, and other intellectual property owned by, licensed to, or associated with Saltaire Hospitality Holdings LLC or Saltaire Management Co. LLC (or any of their respective affiliates), all of which are expressly reserved by Grantor and its affiliates and are subject to the wind-down and transition provisions set forth in the Post-Closing Transition Agreement dated as of the Closing Date. Any signage bearing the "Saltaire" name, marks, or branding shall be removed from the Property during the post-closing transition period in accordance with the terms and timeline established in the Post-Closing Transition Agreement.

For the avoidance of doubt, Grantee acknowledges and agrees that no right, title, or interest in or to any of the Excluded Property is being conveyed, transferred, or assigned by virtue of this Bill of Sale or any other instrument delivered at Closing, except as may be expressly provided in a separate written agreement between the parties or their affiliates.

Section 3. Warranty of Title

Grantor hereby represents and warrants to Grantee, as of the Closing Date, as follows:

(a) Grantor is the lawful owner of the Personal Property and has good and marketable title to the Personal Property.

(b) The Personal Property is free and clear of all liens, security interests, pledges, mortgages, encumbrances, claims, charges, restrictions, conditional sales agreements, and other title defects of any kind or nature whatsoever, except for the UCC-1 financing statement to be filed at or immediately following Closing in favor of Meridian Coast Bank, N.A. (Loan Reference No. MCB-CRE-2025-07184), as part of the security package for the Twenty-Four Million Five Hundred Thousand and 00/100 Dollars ($24,500,000.00) first-mortgage acquisition loan being made by Meridian Coast Bank, N.A. to Grantee as of the Closing Date (the "Acquisition Loan"), which UCC-1 financing statement filing will encumber the FF&E and Personal Property located at the Hotel as additional collateral security for the Acquisition Loan (the "Permitted Lien"). Grantor acknowledges that the Permitted Lien is a lien in favor of Grantee's lender and does not constitute a lien of Grantor or its creditors against the Personal Property.

(c) Grantor has full right, power, legal capacity, and authority to sell, transfer, assign, convey, and deliver the Personal Property to Grantee as contemplated by this Bill of Sale and the PSA, and no consent, approval, authorization, or order of any court, governmental authority, or third party is required in connection therewith, other than such consents, approvals, or authorizations as have been duly obtained prior to the Closing Date.

(d) The execution, delivery, and performance of this Bill of Sale by Grantor have been duly authorized by all necessary action on the part of Grantor, including all requisite approvals of its members and managers, and this Bill of Sale constitutes a legal, valid, and binding obligation of Grantor, enforceable against Grantor 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.

(e) Upon delivery of this Bill of Sale and payment of the Purchase Price in accordance with the PSA, Grantee shall have good and marketable title to the Personal Property, free and clear of all liens, claims, encumbrances, and security interests, subject only to the Permitted Lien described in clause (b) above.

The representations and warranties of Grantor set forth in this Section 3 shall survive the Closing for the period expressly provided in the PSA and shall not be merged into or extinguished by the delivery of this Bill of Sale or any other instrument or document delivered at Closing.

Section 4. "AS IS" Condition; Disclaimer of Warranties

EXCEPT FOR THE WARRANTY OF TITLE EXPRESSLY SET FORTH IN SECTION 3 ABOVE, AND EXCEPT FOR ANY EXPRESS REPRESENTATIONS AND WARRANTIES OF GRANTOR SET FORTH IN THE PSA (WHICH SHALL SURVIVE THE CLOSING TO THE EXTENT AND FOR THE PERIOD EXPRESSLY PROVIDED THEREIN), THE PERSONAL PROPERTY IS CONVEYED AND TRANSFERRED "AS IS, WHERE IS," IN ITS PRESENT CONDITION AND STATE OF REPAIR, WITH ALL FAULTS AND DEFECTS (WHETHER PATENT OR LATENT), AND WITHOUT ANY OTHER REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE WHATSOEVER, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, GRANTOR HEREBY EXPRESSLY DISCLAIMS, AND GRANTEE HEREBY EXPRESSLY WAIVES, ANY AND ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, ANY IMPLIED WARRANTY OF HABITABILITY, AND ANY OTHER WARRANTY ARISING BY VIRTUE OF CUSTOM OF TRADE, COURSE OF DEALING, OR USAGE OF TRADE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, INCLUDING, WITHOUT LIMITATION, THE PROVISIONS OF THE UNIFORM COMMERCIAL CODE AS ADOPTED IN THE STATE OF FLORIDA (CHAPTER 672, FLORIDA STATUTES).

Grantee hereby acknowledges and confirms that (i) Grantee has been afforded a full and adequate opportunity to inspect the Personal Property during the due-diligence period established under the PSA, which due-diligence period commenced on July 7, 2025, and expired on August 21, 2025 (the "Due Diligence Period"); (ii) Grantee has conducted, or has caused its agents, representatives, consultants, and contractors to conduct, such inspections, investigations, tests, and examinations of the Personal Property as Grantee deemed necessary or appropriate; and (iii) Grantee is acquiring the Personal Property based solely upon Grantee's own inspection and investigation thereof and the express representations and warranties of Grantor set forth in the PSA, and not in reliance upon any other statement, representation, or warranty made by or on behalf of Grantor or any of Grantor's members, managers, officers, employees, agents, advisors, or representatives.

Section 5. Further Assurances

Grantor hereby agrees to execute and deliver to Grantee, from time to time after the Closing Date, upon the reasonable request of Grantee and without the payment of any further consideration, such additional instruments, documents, certificates, and other assurances as Grantee may reasonably request to further evidence, confirm, or effectuate the sale, transfer, assignment, conveyance, and delivery of the Personal Property to Grantee as contemplated by this Bill of Sale and the PSA. All such instruments, documents, and assurances shall be in form and substance reasonably satisfactory to both parties and their respective counsel. Grantor's obligations under this Section 5 shall survive the Closing for a period of twelve (12) months following the Closing Date.

Section 6. Binding Effect; Successors and Assigns

This Bill of Sale 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. No party may assign its rights or obligations under this Bill of Sale except in connection with a permitted assignment under the PSA or a transfer of the Property, without the prior written consent of the other party.

Section 7. Governing Law

This Bill of Sale 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-laws rules, provisions, or principles (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. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the state and federal courts located in Palm Beach County, Florida, for the purpose of any action, suit, or proceeding arising out of or relating to this Bill of Sale, and each party irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any such court.

Section 8. PSA Controls

In the event of any conflict, inconsistency, or ambiguity between the terms, conditions, or provisions of this Bill of Sale and the terms, conditions, or provisions of the PSA, the terms, conditions, and provisions of the PSA shall control and prevail in all respects. This Bill of Sale is intended to effectuate the conveyance of the Personal Property as contemplated by the PSA and is not intended to, and shall not be construed to, modify, amend, supplement, or supersede the PSA or any of the rights, obligations, representations, warranties, covenants, or agreements of the parties set forth therein.

Section 9. Counterparts; Electronic Signatures

This Bill of Sale may be executed in one or more counterparts, each of which, when so executed and delivered, shall be deemed to be an original, and all of which, taken together, shall constitute one and the same instrument. This Bill of Sale may be executed and delivered by any of the parties hereto by facsimile transmission or by electronic means, including by Portable Document Format (PDF) transmitted by electronic mail, and signatures transmitted by such electronic means shall be deemed to be original signatures and shall be valid and binding upon the parties for all purposes, with the same force and effect as if such signatures were original ink signatures. No party shall raise the use of electronic transmission or the fact that any signature was transmitted or communicated through the use of electronic means as a defense to the formation or enforceability of this Bill of Sale, and each party hereby forever waives any such defense.

IN WITNESS WHEREOF, Grantor has executed and delivered this Bill of Sale as of the Closing Date first written above.

GRANTOR:.

SALTAIRE HOSPITALITY HOLDINGS LLC, a Delaware limited liability company

By: ________

Name: Nathaniel Whitford

Title: Managing Member

Date: September 15, 2025

ACKNOWLEDGED AND ACCEPTED BY GRANTEE:

The undersigned Grantee hereby acknowledges receipt of this Bill of Sale and of the Personal Property described herein, subject to and in accordance with the terms and conditions of the PSA.

PCG DELRAY HOTEL LLC, a Florida limited liability company

By: Pellegrino Capital Group LLC, its sole member

By: ________

Name: Marco A. Pellegrino

Title: Managing Principal

Date: September 15, 2025

EXHIBIT A

Categories of Transferred Personal Property

The following is a categorical listing of the Personal Property conveyed by Grantor to Grantee pursuant to this Bill of Sale. This Exhibit A is attached to and forms an integral part of that certain Bill of Sale dated as of September 15, 2025, executed by Saltaire Hospitality Holdings LLC in favor of PCG Delray Hotel LLC.

Category 1: Guest Room FF&E

All furniture, fixtures, equipment, and furnishings owned by Grantor and located within each of the forty-two (42) guest rooms and suites of The Marisol Hotel, including, without limitation: beds (king, queen, and twin configurations); mattresses and box springs; headboards; nightstands; writing desks and desk chairs; upholstered lounge chairs and ottomans; dressers; armoires and wardrobes; luggage racks; table lamps, floor lamps, and bedside reading lamps; wall-mounted mirrors and decorative mirrors; mini-refrigerators; in-room electronic safes; flat-screen televisions and wall mounts; telephones (including handset and base units); digital alarm clocks; irons and ironing boards; hair dryers; closet systems (including hangers, shelving, and rods); window treatments (including drapes, sheers, blackout curtains, and hardware); bathroom vanities, mirrors, and lighting fixtures (to the extent not permanently affixed to the real property); towel racks and bathroom accessories; waste baskets; ice buckets; trays; and all other tangible personal property and furnishings located within each guest room.

Category 2: Lobby, Common Area, and Corridor FF&E

All furniture, fixtures, equipment, and furnishings owned by Grantor and located within or used in connection with the lobbies, hallways, corridors, elevator lobbies, stairwells, and other public or common areas of the Hotel, including, without limitation: the reception desk and all associated equipment (including computers, monitors, key-card encoding machines, credit card terminals, and printers); guest seating (including sofas, armchairs, lounge chairs, benches, and side chairs); coffee tables, console tables, side tables, and accent tables; decorative and ambient lighting fixtures; area rugs and runners; artwork (including paintings, prints, photographs, and sculptural pieces); decorative objects and accent pieces; planters and artificial plants; interior signage, wayfinding displays, and informational display boards; umbrella stands; bell carts and luggage trolleys; concierge desk equipment; and all other furnishings and equipment situated in the common areas of the Hotel.

Category 3: Restaurant and Bar FF&E (Terrazza Rooftop Restaurant/Bar)

All furniture, fixtures, equipment, and furnishings owned by Grantor and located within or used in connection with the rooftop restaurant and bar known as "Terrazza" and any other food and beverage service areas within the Hotel, including, without limitation: dining tables (indoor and outdoor); dining chairs, barstools, and booth seating; bar countertops and back-bar equipment (including speed rails, bottle displays, glass racks, and storage); point-of-sale ("POS") terminals and related hardware; commercial refrigeration units (including reach-in and under-counter refrigerators and bottle coolers); ice machines; blenders, juicers, and bar preparation equipment; glassware racks and washing systems; serving stations and bussing stations; host stands and reservation management hardware; buffet tables and carving stations; wine storage and display units; outdoor furniture (including weather-resistant tables, chairs, and lounge seating); patio heaters; umbrellas and shade structures (to the extent not permanently affixed); and all other furnishings, fixtures, and equipment used in connection with the food and beverage operations of the Hotel.

Category 4: Kitchen and Food Preparation Equipment

All commercial kitchen and food preparation equipment owned by Grantor and located at the Hotel, including, without limitation: commercial convection ovens, conventional ovens, and combination oven units; commercial ranges and cooktops; flat-top grills and char-broilers; deep fryers; commercial refrigerators and walk-in refrigeration units; commercial freezers and walk-in freezer units; commercial dishwashers (including conveyor-type and under-counter models); food processors, mixers, slicers, and blenders; stainless steel prep tables, work surfaces, and cutting boards; dry storage shelving and wire rack systems; exhaust hoods and ventilation systems; fire suppression systems serving kitchen areas (including Ansul or equivalent wet-chemical suppression systems); steam tables, warming drawers, and holding cabinets; sinks (including three-compartment sinks, hand sinks, and prep sinks); garbage disposals; floor mats; and all other commercial kitchen equipment used in connection with the food and beverage operations of the Hotel.

Category 5: Spa FF&E

All furniture, fixtures, equipment, and furnishings owned by Grantor and located within or used in connection with the approximately 3,200-square-foot spa facility at the Hotel, including, without limitation: massage and treatment tables (including hydraulic and electric-adjustable models); facial treatment equipment; salon chairs, shampoo bowls, and hair-drying stations; hot towel cabinets and steamers; hydrotherapy equipment; spa reception desk and equipment; waiting area and relaxation lounge furniture (including chaise lounges, seating, and side tables); spa retail display fixtures; storage cabinets, carts, and shelving; linen hampers; ambient lighting and sound system components; and all other tangible personal property, fixtures, and equipment located within or dedicated to the spa facility.

Category 6: Laundry Equipment

All laundry equipment and related items owned by Grantor and located within the Hotel's on-site laundry facilities, including, without limitation: commercial washing machines (including high-capacity front-loading units); commercial dryers (including gas and electric models); commercial ironing and pressing equipment (including flatwork ironers and press machines); folding tables and sorting stations; linen carts, laundry bins, and hampers; garment racks; chemical dispensing systems for detergents and fabric softeners; laundry shelving and storage systems; and all related equipment and supplies used in connection with the Hotel's laundry operations.

Category 7: Maintenance and Engineering Equipment

All tools, machinery, equipment, spare parts, and supplies owned by Grantor and used in connection with the maintenance, repair, and engineering operations of the Hotel, including, without limitation: hand tools (including wrenches, screwdrivers, pliers, hammers, and saws); power tools (including drills, grinders, and circular saws); ladders (including step ladders, extension ladders, and A-frame ladders); power equipment (including floor buffers, carpet cleaners, and pressure washers); spare parts inventories (including plumbing parts, electrical components, HVAC replacement parts, and hardware); painting supplies (including brushes, rollers, trays, and paint stocks); plumbing supplies and tools; electrical supplies and testing equipment (including multimeters and voltage testers); HVAC maintenance equipment (including refrigerant gauges, vacuum pumps, and filter stocks); janitorial carts and cleaning equipment; key-cutting equipment; workshop furniture (including workbenches, tool chests, and storage cabinets); and all other maintenance and engineering equipment and supplies located at the Hotel.

Category 8: Technology and Communications Equipment

All technology, communications, and information systems equipment owned by Grantor and located at or used in connection with the Hotel, including, without limitation: computer workstations (including desktop computers, monitors, keyboards, and mice); laptop computers; servers and server racks; networking equipment (including routers, switches, patch panels, and network cabling infrastructure); wireless access points and controllers providing Wi-Fi service throughout the Hotel; property management system ("PMS") hardware (including terminals, workstations, and peripheral devices); reservation system hardware (to the extent owned by Grantor and transferable to Grantee); point-of-sale ("POS") system hardware (including terminals, receipt printers, cash drawers, and barcode scanners) located at the front desk, restaurant, bar, spa, and other revenue centers; security camera systems (including IP cameras, digital video recorders or network video recorders, and monitoring displays); electronic access control and key-card systems (including door lock hardware, encoder units, and management software); telephone and PBX systems (including handsets, base stations, voicemail servers, and related equipment); audiovisual equipment (including projectors, screens, sound systems, and speakers); and all related technology infrastructure, cabling, and equipment owned by Grantor and installed at the Hotel.

Category 9: Parking and Exterior Equipment

All equipment, fixtures, and furnishings owned by Grantor and located within or used in connection with the Hotel's sixty (60)-space surface parking lot and exterior areas, including, without limitation: parking lot signage (including directional signs, regulatory signs, and rate signs); parking barriers, wheel stops, and bollards; parking lot lighting fixtures (to the extent not permanently affixed to the real property); landscaping equipment (including mowers, trimmers, edgers, blowers, and hand tools); pool and deck furniture and equipment, if any (including lounge chairs, tables, umbrellas, towel stations, and pool maintenance equipment); beach equipment, if any (including beach chairs, umbrellas, cabanas, and related items); outdoor furniture located on patios, terraces, walkways, and other exterior areas; exterior planters; exterior waste receptacles and recycling containers; bicycle racks; valet stand and equipment; and all other tangible personal property located in the exterior and parking areas of the Hotel.

Category 10: Inventories and Supplies

All inventories and consumable supplies owned by Grantor and located at the Hotel as of the Closing Date, including, without limitation: bed linens (including sheets, pillowcases, duvet covers, bed skirts, and mattress pads); towels (including bath towels, hand towels, washcloths, pool towels, and beach towels); bathrobes; napkins (including cloth dinner napkins, cocktail napkins, and bar napkins); tablecloths and table runners; uniforms (including front-desk uniforms, housekeeping uniforms, food and beverage service uniforms, maintenance uniforms, and spa uniforms); cleaning supplies (including cleaning chemicals, disinfectants, glass cleaners, carpet-cleaning solutions, and floor-care products); guest amenity products (including shampoo, conditioner, body wash, lotion, soap, bath salts, shower caps, sewing kits, shoe-shine kits, and other toiletry items); stationery (including notepads, pens, envelopes, and in-room directories); office supplies (including paper, toner, ink cartridges, staples, and general office consumables); maintenance supplies (including light bulbs, batteries, air filters, and replacement hardware); and all other consumable supplies of every kind and description located at the Hotel.

Category 11: Food and Beverage Inventory

All food and beverage stocks owned by Grantor and located on the premises of the Hotel as of the Closing Date, including, without limitation: wines (including red, white, rosé, and sparkling wines); spirits (including vodka, gin, rum, tequila, whiskey, bourbon, scotch, brandy, cognac, cordials, and liqueurs); beers (including draft, bottled, and canned varieties); non-alcoholic beverages (including soft drinks, juices, waters, teas, coffees, and specialty beverages); perishable food items (including fresh produce, dairy products, meats, poultry, seafood, and bakery items); non-perishable food items (including canned goods, dried goods, grains, pasta, sauces, and condiments); condiments, spices, seasonings, and cooking oils; frozen food items; and all related consumable food and beverage stocks. The food and beverage inventory shall be valued at Grantor's actual cost (i.e., the original purchase price paid by Grantor to its suppliers), as determined by a mutually agreed-upon physical count and valuation conducted on or immediately prior to the Closing Date in accordance with the procedures set forth in the PSA.

Category 12: China, Glassware, Silverware, and Serving Ware

All china, glassware, silverware, flatware, cookware, and serving ware owned by Grantor and located at the Hotel, including, without limitation: dinner plates, salad plates, bread plates, dessert plates, charger plates, and specialty plates; soup bowls, cereal bowls, and specialty bowls; coffee cups, tea cups, espresso cups, and saucers; barware (including rocks glasses, highball glasses, martini glasses, margarita glasses, shot glasses, and specialty cocktail glasses); wine glasses (including red wine, white wine, champagne flutes, and coupe glasses); water glasses and tumblers; flatware (including dinner forks, salad forks, dessert forks, dinner knives, steak knives, butter knives, soup spoons, teaspoons, dessert spoons, and serving utensils); serving platters, trays, and boards; chafing dishes, warming trays, and buffet service equipment; carafes, pitchers, and decanters; salt and pepper shakers, sugar dispensers, and condiment holders; and all other china, glassware, silverware, and serving ware used in the Hotel's food and beverage operations.

Category 13: Artwork and Decorative Items

All artwork and decorative items owned by Grantor and located throughout the Hotel, including, without limitation: framed artwork (including original paintings, limited-edition prints, lithographs, photographs, and mixed-media works); sculptures and three-dimensional art pieces; decorative objects (including vases, urns, candle holders, bookends, and objets d'art); artificial plants and floral arrangements (including potted artificial trees, artificial flower arrangements, and decorative greenery); decorative throw pillows, accent blankets, and textile art; and all other decorative items displayed or stored at the Hotel, wherever located.

Category 14: Signage

All interior and exterior signage owned by Grantor and located at or affixed to the Hotel, including, without limitation: building-mounted exterior signage (including facade signage and monument signage); directional and wayfinding signage (including lobby directories, floor directories, and arrow signs); room number plaques and door signage; regulatory and code-required signage (including exit signs, occupancy signs, ADA-compliant signage, fire safety signage, and pool rules signage); restaurant and bar signage (including "Terrazza" signage); spa signage; parking lot signage; and all other signage of any kind or description located at the Hotel. Notwithstanding the foregoing, any signage bearing the "Saltaire" name, logo, marks, or branding is expressly excluded from this conveyance and shall be removed from the Property by Grantor (or at Grantor's expense) during the post-closing transition period in accordance with the terms, conditions, and timeline established in the Post-Closing Transition Agreement dated as of the Closing Date.

Category 15: Miscellaneous Personal Property

All other tangible personal property of any kind and description owned by Grantor and located at the Property or used in connection with the operation of the Hotel as of September 15, 2025, that is not specifically categorized or described in Categories 1 through 14 above, including, without limitation, any items that may have been inadvertently omitted from the foregoing categories, it being the express intent of the parties that all tangible personal property owned by Grantor and located at or used in connection with the Hotel as of the Closing Date shall be conveyed to Grantee hereunder, except for the Excluded Property expressly identified in Section 2 of the Bill of Sale.

Notation. Specific inventory lists, FF&E schedules, depreciation schedules, and detailed item-level descriptions of the Personal Property, to the extent available and in Grantor's possession, have been provided to Grantee and its representatives during the Due Diligence Period (July 7, 2025, through August 21, 2025) and are currently on file with the offices of Calderwood & Harkness LLP, counsel to Grantee, under Matter No. 40225.00001. Such schedules and lists are maintained for reference purposes and are available for inspection by either party upon reasonable request.

The foregoing categories are intended to be illustrative and comprehensive in scope but are not intended to be exclusive or exhaustive. Any and all tangible personal property owned by Grantor and located at the Property as of the Closing Date is deemed included in the conveyance effected by this Bill of Sale, regardless of whether such property is specifically identified in this Exhibit A or in any other schedule, list, or inventory provided in connection with the Closing, unless such property is expressly excluded under Section 2 of this Bill of Sale.

This Exhibit A is attached to and forms a part of that certain Bill of Sale dated as of September 15, 2025, executed by Saltaire Hospitality Holdings LLC, as Grantor, in favor of PCG Delray Hotel LLC, as Grantee.

BILL OF SALE
Personal Property, Furniture, Fixtures, and Equipment, Inventories, and Supplies
September 15, 2025
This BILL OF SALE (this "Bill of Sale") is made and delivered as of September 15, 2025 (the "Closing Date"), by Saltaire Hospitality Holdings LLC, a Delaware limited liability company registered to do business in the State of Florida ("Grantor" or "Seller"), in favor of PCG Delray Hotel LLC, a Florida limited liability company ("Grantee" or "Buyer"), and is delivered pursuant to that certain Purchase and Sale Agreement dated as of July 7, 2025 (the "PSA"), by and between Grantor and Grantee.
RECITALS
WHEREAS, Grantor is a Delaware limited liability company duly organized and in good standing under the laws of the State of Delaware and registered to transact business in the State of Florida, with its principal place of business located at 777 South Flagler Drive, Suite 600, West Palm Beach, Florida 33401 (EIN: 82-4613278);
WHEREAS, Grantee is a Florida limited liability company duly organized and in good standing under the laws of the State of Florida, with its principal place of business located at 2400 Ponce de Leon Boulevard, Suite 1100, Coral Gables, Florida 33134, and is a wholly owned subsidiary of Pellegrino Capital Group LLC, a Florida limited liability company;
WHEREAS, Grantor is the owner of that certain boutique hotel property commonly known as "The Marisol — A Saltaire Hotel" (the "Hotel" or "The Marisol"), located at 455 South Ocean Boulevard, Delray Beach, Florida 33483, situated on an approximately 1.87-acre oceanfront parcel of real property more particularly identified as Palm Beach County Parcel Identification Number: 12-43-46-27-01-005-0010 (the "Property");
WHEREAS, Grantor and Grantee have entered into that certain Purchase and Sale Agreement dated as of July 7, 2025 (as amended, supplemented, or otherwise modified from time to time, the "PSA"), pursuant to which Grantor has agreed to sell, and Grantee has agreed to purchase, the Property and associated assets at a purchase price of Thirty-Five Million and 00/100 Dollars ($35,000,000.00) (the "Purchase Price"), subject to the terms, conditions, and provisions set forth therein;
WHEREAS, the PSA contemplates, among other things, the conveyance by Grantor to Grantee of all tangible personal property located at and used in connection with the operation of the Hotel, which is a 42-key full-service boutique hotel, including, without limitation, all furniture, fixtures, and equipment, inventories, supplies, food and beverage stocks, and other personal property of Grantor situated at or pertaining to the Hotel and its operations;
WHEREAS, this Bill of Sale is being executed and delivered by Grantor at the closing of the transactions contemplated by the PSA (the "Closing") on the Closing Date, pursuant to and in accordance with the terms and conditions of the PSA; and
WHEREAS, capitalized terms used but not otherwise defined in this Bill of Sale shall have the respective meanings ascribed to such terms in the PSA.
NOW, THEREFORE, for and in consideration of the premises, the mutual covenants and agreements set forth in the PSA, and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged by the parties, Grantor hereby agrees as follows:
Section 1. Conveyance of Personal Property
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Grantor as constituting a portion of the Purchase Price of Thirty-Five Million and 00/100 Dollars ($35,000,000.00) paid or to be paid pursuant to the PSA, Grantor hereby unconditionally and irrevocably sells, transfers, assigns, conveys, and delivers to Grantee, and its successors and assigns, all of Grantor's right, title, and interest in and to all tangible personal property owned by Grantor and located at, affixed to, or used in connection with the ownership, operation, management, or maintenance of The Marisol Hotel at 455 South Ocean Boulevard, Delray Beach, Florida 33483, as of the Closing Date, September 15, 2025 (collectively, the "Personal Property"), including, without limitation, the following:
(a) Furniture, Fixtures, and Equipment ("FF&E"). All furniture, fixtures, and equipment of every kind and description owned by Grantor and located at or used in connection with the Hotel, including, but not limited to, all guest room furnishings (including beds, mattresses, headboards, nightstands, desks, chairs, dressers, armoires, lamps, mirrors, mini-refrigerators, in-room safes, televisions, telephones, alarm clocks, irons, ironing boards, hair dryers, and all other furnishings and equipment situated within each of the forty-two (42) guest rooms and suites of the Hotel); all lobby and common area furniture (including reception desks, seating, tables, lighting fixtures, artwork, rugs, decorative items, and signage); all restaurant and bar equipment and furnishings, including those located in the rooftop restaurant and bar known as "Terrazza" (including tables, chairs, barstools, bar equipment, point-of-sale terminals, refrigeration units, ice machines, glassware racks, serving stations, host stands, and all other furnishings and equipment utilized in connection with food and beverage service operations); all spa equipment and furnishings located within the approximately 3,200-square-foot spa facility (including treatment tables, spa equipment, salon equipment, furniture, storage units, and reception area furnishings); all office furniture and equipment used in the administrative and back-of-house operations of the Hotel; all laundry equipment (including commercial washers, dryers, pressing equipment, folding tables, and linen carts); all heating, ventilation, and air conditioning ("HVAC") equipment; all kitchen and food preparation equipment (including commercial ovens, ranges, grills, fryers, refrigerators, freezers, dishwashers, food processors, prep tables, shelving, exhaust hoods, and fire suppression systems); all audiovisual equipment; all telecommunications systems; all security systems and cameras; all elevators and elevator equipment; and all other fixtures and equipment of any kind affixed to, located at, or used in connection with the improvements situated upon the Property.
(b) Inventories and Supplies. All inventories and supplies owned by Grantor and located at the Hotel as of the Closing Date, including, without limitation, all linens (bed linens, towels, bathrobes, napkins, and tablecloths), uniforms, cleaning supplies, maintenance supplies, guest amenity products (including toiletries, bath products, and stationery), printed materials (including letterhead, envelopes, brochures, and collateral materials), and all other consumable supplies of every kind and description.
(c) Food and Beverage Stocks. All food and beverage stocks owned by Grantor and located on the premises of the Hotel as of the Closing Date, including, without limitation, all wines, spirits, beers, non-alcoholic beverages, perishable food items, non-perishable food items, condiments, and all related consumable food and beverage items.
(d) China, Glassware, Silverware, Cookware, and Serving Ware. All china (including plates, bowls, cups, and saucers), glassware (including barware, wine glasses, water glasses, and specialty glassware), silverware and flatware, cookware, and serving ware (including serving platters, trays, chafing dishes, and related items) owned by Grantor and located at the Hotel.
(e) Vehicles. All vehicles, if any, owned by Grantor and used in connection with the operation, management, or maintenance of the Hotel, together with all keys, titles, and registration documents pertaining thereto.
(f) Artwork, Decorative Items, and Signage. All artwork (including framed artwork, paintings, prints, photographs, and sculptures), decorative items (including decorative objects, vases, artificial plants, and ornamental fixtures), and all interior and exterior signage (including building-mounted signage, directional signage, room number plaques, regulatory signage, and wayfinding displays) owned by Grantor and located at the Hotel, subject to the exclusions set forth in Section 2 hereof.
(g) Technology and Communications Equipment. All computer hardware, including workstations, servers, networking equipment, and Wi-Fi access points; all software to the extent owned by Grantor and transferable to Grantee; all point-of-sale systems and related hardware; all property management system hardware; all reservation system hardware (in each case, to the extent owned by Grantor and transferable); all security camera systems and access control systems; all telephone and PBX systems; all audiovisual equipment; and all related technology equipment and infrastructure owned by Grantor and used in connection with the operation of the Hotel.
(h) Tools, Machinery, Spare Parts, and Maintenance Equipment. All tools, machinery, ladders, power equipment, spare parts (including plumbing, electrical, and HVAC spare parts), painting supplies, and all other maintenance and engineering equipment and supplies owned by Grantor and located at the Hotel.
(i) Other Personal Property. All other tangible personal property of every kind and description owned by Grantor and located at, affixed to, or used in connection with the Property and the Hotel as of the Closing Date, whether or not specifically described in this Section 1 or in Exhibit A attached hereto, and whether or not physically present on the Property on the Closing Date (provided that such property is ordinarily kept at the Property and is temporarily absent therefrom in the ordinary course of business).
The Personal Property is more particularly described by category in Exhibit A attached hereto and incorporated herein by this reference. To the extent of any inconsistency between the general descriptions set forth in this Section 1 and the category descriptions set forth in Exhibit A, the broader description shall control, it being the intent of the parties that all tangible personal property owned by Grantor and located at or used in connection with the Hotel as of the Closing Date shall be conveyed to Grantee hereunder, subject only to the exclusions expressly set forth in Section 2 below.
Section 2. Excluded Property
Notwithstanding anything to the contrary contained in this Bill of Sale, the Personal Property conveyed hereby expressly excludes the following items (collectively, the "Excluded Property"):
(a) Any and all property owned by guests, tenants, licensees, concessionaires, or third-party vendors that may be located on or about the premises of the Hotel as of the Closing Date, which property is not owned by Grantor and is not subject to conveyance hereunder.
(b) Any and all property that is leased, rented, or licensed from third parties pursuant to equipment leases, license agreements, or other contractual arrangements, which property is not owned by Grantor and the rights and obligations with respect to which are addressed separately in the Assignment and Assumption of Contracts and Agreements executed and delivered by the parties contemporaneously herewith at Closing.
(c) Any and all personal effects, belongings, or property of Grantor's individual members, officers, managers, employees, or independent contractors, which property is not owned by Grantor in its capacity as owner and operator of the Hotel.
(d) Grantor's books and records (including financial records, tax returns, organizational documents, and internal correspondence), except to the extent that copies of such books and records are expressly required to be delivered to Grantee under the terms of the PSA, in which case such copies (but not the originals) shall be provided to Grantee in accordance with the PSA.
(e) The trade name "The Marisol — A Saltaire Hotel" and any and all trademarks, service marks, trade dress, logos, domain names, social media accounts, brand standards, and other intellectual property owned by, licensed to, or associated with Saltaire Hospitality Holdings LLC or Saltaire Management Co. LLC (or any of their respective affiliates), all of which are expressly reserved by Grantor and its affiliates and are subject to the wind-down and transition provisions set forth in the Post-Closing Transition Agreement dated as of the Closing Date. Any signage bearing the "Saltaire" name, marks, or branding shall be removed from the Property during the post-closing transition period in accordance with the terms and timeline established in the Post-Closing Transition Agreement.
For the avoidance of doubt, Grantee acknowledges and agrees that no right, title, or interest in or to any of the Excluded Property is being conveyed, transferred, or assigned by virtue of this Bill of Sale or any other instrument delivered at Closing, except as may be expressly provided in a separate written agreement between the parties or their affiliates.
Section 3. Warranty of Title
Grantor hereby represents and warrants to Grantee, as of the Closing Date, as follows:
(a) Grantor is the lawful owner of the Personal Property and has good and marketable title to the Personal Property.
(b) The Personal Property is free and clear of all liens, security interests, pledges, mortgages, encumbrances, claims, charges, restrictions, conditional sales agreements, and other title defects of any kind or nature whatsoever, except for the UCC-1 financing statement to be filed at or immediately following Closing in favor of Meridian Coast Bank, N.A. (Loan Reference No. MCB-CRE-2025-07184), as part of the security package for the Twenty-Four Million Five Hundred Thousand and 00/100 Dollars ($24,500,000.00) first-mortgage acquisition loan being made by Meridian Coast Bank, N.A. to Grantee as of the Closing Date (the "Acquisition Loan"), which UCC-1 financing statement filing will encumber the FF&E and Personal Property located at the Hotel as additional collateral security for the Acquisition Loan (the "Permitted Lien"). Grantor acknowledges that the Permitted Lien is a lien in favor of Grantee's lender and does not constitute a lien of Grantor or its creditors against the Personal Property.
(c) Grantor has full right, power, legal capacity, and authority to sell, transfer, assign, convey, and deliver the Personal Property to Grantee as contemplated by this Bill of Sale and the PSA, and no consent, approval, authorization, or order of any court, governmental authority, or third party is required in connection therewith, other than such consents, approvals, or authorizations as have been duly obtained prior to the Closing Date.
(d) The execution, delivery, and performance of this Bill of Sale by Grantor have been duly authorized by all necessary action on the part of Grantor, including all requisite approvals of its members and managers, and this Bill of Sale constitutes a legal, valid, and binding obligation of Grantor, enforceable against Grantor 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.
(e) Upon delivery of this Bill of Sale and payment of the Purchase Price in accordance with the PSA, Grantee shall have good and marketable title to the Personal Property, free and clear of all liens, claims, encumbrances, and security interests, subject only to the Permitted Lien described in clause (b) above.
The representations and warranties of Grantor set forth in this Section 3 shall survive the Closing for the period expressly provided in the PSA and shall not be merged into or extinguished by the delivery of this Bill of Sale or any other instrument or document delivered at Closing.
Section 4. "AS IS" Condition; Disclaimer of Warranties
EXCEPT FOR THE WARRANTY OF TITLE EXPRESSLY SET FORTH IN SECTION 3 ABOVE, AND EXCEPT FOR ANY EXPRESS REPRESENTATIONS AND WARRANTIES OF GRANTOR SET FORTH IN THE PSA (WHICH SHALL SURVIVE THE CLOSING TO THE EXTENT AND FOR THE PERIOD EXPRESSLY PROVIDED THEREIN), THE PERSONAL PROPERTY IS CONVEYED AND TRANSFERRED "AS IS, WHERE IS," IN ITS PRESENT CONDITION AND STATE OF REPAIR, WITH ALL FAULTS AND DEFECTS (WHETHER PATENT OR LATENT), AND WITHOUT ANY OTHER REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE WHATSOEVER, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, GRANTOR HEREBY EXPRESSLY DISCLAIMS, AND GRANTEE HEREBY EXPRESSLY WAIVES, ANY AND ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, ANY IMPLIED WARRANTY OF HABITABILITY, AND ANY OTHER WARRANTY ARISING BY VIRTUE OF CUSTOM OF TRADE, COURSE OF DEALING, OR USAGE OF TRADE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, INCLUDING, WITHOUT LIMITATION, THE PROVISIONS OF THE UNIFORM COMMERCIAL CODE AS ADOPTED IN THE STATE OF FLORIDA (CHAPTER 672, FLORIDA STATUTES).
Grantee hereby acknowledges and confirms that (i) Grantee has been afforded a full and adequate opportunity to inspect the Personal Property during the due-diligence period established under the PSA, which due-diligence period commenced on July 7, 2025, and expired on August 21, 2025 (the "Due Diligence Period"); (ii) Grantee has conducted, or has caused its agents, representatives, consultants, and contractors to conduct, such inspections, investigations, tests, and examinations of the Personal Property as Grantee deemed necessary or appropriate; and (iii) Grantee is acquiring the Personal Property based solely upon Grantee's own inspection and investigation thereof and the express representations and warranties of Grantor set forth in the PSA, and not in reliance upon any other statement, representation, or warranty made by or on behalf of Grantor or any of Grantor's members, managers, officers, employees, agents, advisors, or representatives.
Section 5. Further Assurances
Grantor hereby agrees to execute and deliver to Grantee, from time to time after the Closing Date, upon the reasonable request of Grantee and without the payment of any further consideration, such additional instruments, documents, certificates, and other assurances as Grantee may reasonably request to further evidence, confirm, or effectuate the sale, transfer, assignment, conveyance, and delivery of the Personal Property to Grantee as contemplated by this Bill of Sale and the PSA. All such instruments, documents, and assurances shall be in form and substance reasonably satisfactory to both parties and their respective counsel. Grantor's obligations under this Section 5 shall survive the Closing for a period of twelve (12) months following the Closing Date.
Section 6. Binding Effect; Successors and Assigns
This Bill of Sale 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. No party may assign its rights or obligations under this Bill of Sale except in connection with a permitted assignment under the PSA or a transfer of the Property, without the prior written consent of the other party.
Section 7. Governing Law
This Bill of Sale 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-laws rules, provisions, or principles (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. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the state and federal courts located in Palm Beach County, Florida, for the purpose of any action, suit, or proceeding arising out of or relating to this Bill of Sale, and each party irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any such court.
Section 8. PSA Controls
In the event of any conflict, inconsistency, or ambiguity between the terms, conditions, or provisions of this Bill of Sale and the terms, conditions, or provisions of the PSA, the terms, conditions, and provisions of the PSA shall control and prevail in all respects. This Bill of Sale is intended to effectuate the conveyance of the Personal Property as contemplated by the PSA and is not intended to, and shall not be construed to, modify, amend, supplement, or supersede the PSA or any of the rights, obligations, representations, warranties, covenants, or agreements of the parties set forth therein.
Section 9. Counterparts; Electronic Signatures
This Bill of Sale may be executed in one or more counterparts, each of which, when so executed and delivered, shall be deemed to be an original, and all of which, taken together, shall constitute one and the same instrument. This Bill of Sale may be executed and delivered by any of the parties hereto by facsimile transmission or by electronic means, including by Portable Document Format (PDF) transmitted by electronic mail, and signatures transmitted by such electronic means shall be deemed to be original signatures and shall be valid and binding upon the parties for all purposes, with the same force and effect as if such signatures were original ink signatures. No party shall raise the use of electronic transmission or the fact that any signature was transmitted or communicated through the use of electronic means as a defense to the formation or enforceability of this Bill of Sale, and each party hereby forever waives any such defense.
IN WITNESS WHEREOF, Grantor has executed and delivered this Bill of Sale as of the Closing Date first written above.
GRANTOR:.  
SALTAIRE HOSPITALITY HOLDINGS LLC, a Delaware limited liability company
By: ________
Name: Nathaniel Whitford
Title: Managing Member
Date: September 15, 2025
ACKNOWLEDGED AND ACCEPTED BY GRANTEE:
The undersigned Grantee hereby acknowledges receipt of this Bill of Sale and of the Personal Property described herein, subject to and in accordance with the terms and conditions of the PSA.
PCG DELRAY HOTEL LLC, a Florida limited liability company
By: Pellegrino Capital Group LLC, its sole member
By: ________
Name: Marco A. Pellegrino
Title: Managing Principal
Date: September 15, 2025
EXHIBIT A
Categories of Transferred Personal Property
The following is a categorical listing of the Personal Property conveyed by Grantor to Grantee pursuant to this Bill of Sale. This Exhibit A is attached to and forms an integral part of that certain Bill of Sale dated as of September 15, 2025, executed by Saltaire Hospitality Holdings LLC in favor of PCG Delray Hotel LLC.
Category 1: Guest Room FF&E
All furniture, fixtures, equipment, and furnishings owned by Grantor and located within each of the forty-two (42) guest rooms and suites of The Marisol Hotel, including, without limitation: beds (king, queen, and twin configurations); mattresses and box springs; headboards; nightstands; writing desks and desk chairs; upholstered lounge chairs and ottomans; dressers; armoires and wardrobes; luggage racks; table lamps, floor lamps, and bedside reading lamps; wall-mounted mirrors and decorative mirrors; mini-refrigerators; in-room electronic safes; flat-screen televisions and wall mounts; telephones (including handset and base units); digital alarm clocks; irons and ironing boards; hair dryers; closet systems (including hangers, shelving, and rods); window treatments (including drapes, sheers, blackout curtains, and hardware); bathroom vanities, mirrors, and lighting fixtures (to the extent not permanently affixed to the real property); towel racks and bathroom accessories; waste baskets; ice buckets; trays; and all other tangible personal property and furnishings located within each guest room.
Category 2: Lobby, Common Area, and Corridor FF&E
All furniture, fixtures, equipment, and furnishings owned by Grantor and located within or used in connection with the lobbies, hallways, corridors, elevator lobbies, stairwells, and other public or common areas of the Hotel, including, without limitation: the reception desk and all associated equipment (including computers, monitors, key-card encoding machines, credit card terminals, and printers); guest seating (including sofas, armchairs, lounge chairs, benches, and side chairs); coffee tables, console tables, side tables, and accent tables; decorative and ambient lighting fixtures; area rugs and runners; artwork (including paintings, prints, photographs, and sculptural pieces); decorative objects and accent pieces; planters and artificial plants; interior signage, wayfinding displays, and informational display boards; umbrella stands; bell carts and luggage trolleys; concierge desk equipment; and all other furnishings and equipment situated in the common areas of the Hotel.
Category 3: Restaurant and Bar FF&E (Terrazza Rooftop Restaurant/Bar)
All furniture, fixtures, equipment, and furnishings owned by Grantor and located within or used in connection with the rooftop restaurant and bar known as "Terrazza" and any other food and beverage service areas within the Hotel, including, without limitation: dining tables (indoor and outdoor); dining chairs, barstools, and booth seating; bar countertops and back-bar equipment (including speed rails, bottle displays, glass racks, and storage); point-of-sale ("POS") terminals and related hardware; commercial refrigeration units (including reach-in and under-counter refrigerators and bottle coolers); ice machines; blenders, juicers, and bar preparation equipment; glassware racks and washing systems; serving stations and bussing stations; host stands and reservation management hardware; buffet tables and carving stations; wine storage and display units; outdoor furniture (including weather-resistant tables, chairs, and lounge seating); patio heaters; umbrellas and shade structures (to the extent not permanently affixed); and all other furnishings, fixtures, and equipment used in connection with the food and beverage operations of the Hotel.
Category 4: Kitchen and Food Preparation Equipment
All commercial kitchen and food preparation equipment owned by Grantor and located at the Hotel, including, without limitation: commercial convection ovens, conventional ovens, and combination oven units; commercial ranges and cooktops; flat-top grills and char-broilers; deep fryers; commercial refrigerators and walk-in refrigeration units; commercial freezers and walk-in freezer units; commercial dishwashers (including conveyor-type and under-counter models); food processors, mixers, slicers, and blenders; stainless steel prep tables, work surfaces, and cutting boards; dry storage shelving and wire rack systems; exhaust hoods and ventilation systems; fire suppression systems serving kitchen areas (including Ansul or equivalent wet-chemical suppression systems); steam tables, warming drawers, and holding cabinets; sinks (including three-compartment sinks, hand sinks, and prep sinks); garbage disposals; floor mats; and all other commercial kitchen equipment used in connection with the food and beverage operations of the Hotel.
Category 5: Spa FF&E
All furniture, fixtures, equipment, and furnishings owned by Grantor and located within or used in connection with the approximately 3,200-square-foot spa facility at the Hotel, including, without limitation: massage and treatment tables (including hydraulic and electric-adjustable models); facial treatment equipment; salon chairs, shampoo bowls, and hair-drying stations; hot towel cabinets and steamers; hydrotherapy equipment; spa reception desk and equipment; waiting area and relaxation lounge furniture (including chaise lounges, seating, and side tables); spa retail display fixtures; storage cabinets, carts, and shelving; linen hampers; ambient lighting and sound system components; and all other tangible personal property, fixtures, and equipment located within or dedicated to the spa facility.
Category 6: Laundry Equipment
All laundry equipment and related items owned by Grantor and located within the Hotel's on-site laundry facilities, including, without limitation: commercial washing machines (including high-capacity front-loading units); commercial dryers (including gas and electric models); commercial ironing and pressing equipment (including flatwork ironers and press machines); folding tables and sorting stations; linen carts, laundry bins, and hampers; garment racks; chemical dispensing systems for detergents and fabric softeners; laundry shelving and storage systems; and all related equipment and supplies used in connection with the Hotel's laundry operations.
Category 7: Maintenance and Engineering Equipment
All tools, machinery, equipment, spare parts, and supplies owned by Grantor and used in connection with the maintenance, repair, and engineering operations of the Hotel, including, without limitation: hand tools (including wrenches, screwdrivers, pliers, hammers, and saws); power tools (including drills, grinders, and circular saws); ladders (including step ladders, extension ladders, and A-frame ladders); power equipment (including floor buffers, carpet cleaners, and pressure washers); spare parts inventories (including plumbing parts, electrical components, HVAC replacement parts, and hardware); painting supplies (including brushes, rollers, trays, and paint stocks); plumbing supplies and tools; electrical supplies and testing equipment (including multimeters and voltage testers); HVAC maintenance equipment (including refrigerant gauges, vacuum pumps, and filter stocks); janitorial carts and cleaning equipment; key-cutting equipment; workshop furniture (including workbenches, tool chests, and storage cabinets); and all other maintenance and engineering equipment and supplies located at the Hotel.
Category 8: Technology and Communications Equipment
All technology, communications, and information systems equipment owned by Grantor and located at or used in connection with the Hotel, including, without limitation: computer workstations (including desktop computers, monitors, keyboards, and mice); laptop computers; servers and server racks; networking equipment (including routers, switches, patch panels, and network cabling infrastructure); wireless access points and controllers providing Wi-Fi service throughout the Hotel; property management system ("PMS") hardware (including terminals, workstations, and peripheral devices); reservation system hardware (to the extent owned by Grantor and transferable to Grantee); point-of-sale ("POS") system hardware (including terminals, receipt printers, cash drawers, and barcode scanners) located at the front desk, restaurant, bar, spa, and other revenue centers; security camera systems (including IP cameras, digital video recorders or network video recorders, and monitoring displays); electronic access control and key-card systems (including door lock hardware, encoder units, and management software); telephone and PBX systems (including handsets, base stations, voicemail servers, and related equipment); audiovisual equipment (including projectors, screens, sound systems, and speakers); and all related technology infrastructure, cabling, and equipment owned by Grantor and installed at the Hotel.
Category 9: Parking and Exterior Equipment
All equipment, fixtures, and furnishings owned by Grantor and located within or used in connection with the Hotel's sixty (60)-space surface parking lot and exterior areas, including, without limitation: parking lot signage (including directional signs, regulatory signs, and rate signs); parking barriers, wheel stops, and bollards; parking lot lighting fixtures (to the extent not permanently affixed to the real property); landscaping equipment (including mowers, trimmers, edgers, blowers, and hand tools); pool and deck furniture and equipment, if any (including lounge chairs, tables, umbrellas, towel stations, and pool maintenance equipment); beach equipment, if any (including beach chairs, umbrellas, cabanas, and related items); outdoor furniture located on patios, terraces, walkways, and other exterior areas; exterior planters; exterior waste receptacles and recycling containers; bicycle racks; valet stand and equipment; and all other tangible personal property located in the exterior and parking areas of the Hotel.
Category 10: Inventories and Supplies
All inventories and consumable supplies owned by Grantor and located at the Hotel as of the Closing Date, including, without limitation: bed linens (including sheets, pillowcases, duvet covers, bed skirts, and mattress pads); towels (including bath towels, hand towels, washcloths, pool towels, and beach towels); bathrobes; napkins (including cloth dinner napkins, cocktail napkins, and bar napkins); tablecloths and table runners; uniforms (including front-desk uniforms, housekeeping uniforms, food and beverage service uniforms, maintenance uniforms, and spa uniforms); cleaning supplies (including cleaning chemicals, disinfectants, glass cleaners, carpet-cleaning solutions, and floor-care products); guest amenity products (including shampoo, conditioner, body wash, lotion, soap, bath salts, shower caps, sewing kits, shoe-shine kits, and other toiletry items); stationery (including notepads, pens, envelopes, and in-room directories); office supplies (including paper, toner, ink cartridges, staples, and general office consumables); maintenance supplies (including light bulbs, batteries, air filters, and replacement hardware); and all other consumable supplies of every kind and description located at the Hotel.
Category 11: Food and Beverage Inventory
All food and beverage stocks owned by Grantor and located on the premises of the Hotel as of the Closing Date, including, without limitation: wines (including red, white, rosé, and sparkling wines); spirits (including vodka, gin, rum, tequila, whiskey, bourbon, scotch, brandy, cognac, cordials, and liqueurs); beers (including draft, bottled, and canned varieties); non-alcoholic beverages (including soft drinks, juices, waters, teas, coffees, and specialty beverages); perishable food items (including fresh produce, dairy products, meats, poultry, seafood, and bakery items); non-perishable food items (including canned goods, dried goods, grains, pasta, sauces, and condiments); condiments, spices, seasonings, and cooking oils; frozen food items; and all related consumable food and beverage stocks. The food and beverage inventory shall be valued at Grantor's actual cost (i.e., the original purchase price paid by Grantor to its suppliers), as determined by a mutually agreed-upon physical count and valuation conducted on or immediately prior to the Closing Date in accordance with the procedures set forth in the PSA.
Category 12: China, Glassware, Silverware, and Serving Ware
All china, glassware, silverware, flatware, cookware, and serving ware owned by Grantor and located at the Hotel, including, without limitation: dinner plates, salad plates, bread plates, dessert plates, charger plates, and specialty plates; soup bowls, cereal bowls, and specialty bowls; coffee cups, tea cups, espresso cups, and saucers; barware (including rocks glasses, highball glasses, martini glasses, margarita glasses, shot glasses, and specialty cocktail glasses); wine glasses (including red wine, white wine, champagne flutes, and coupe glasses); water glasses and tumblers; flatware (including dinner forks, salad forks, dessert forks, dinner knives, steak knives, butter knives, soup spoons, teaspoons, dessert spoons, and serving utensils); serving platters, trays, and boards; chafing dishes, warming trays, and buffet service equipment; carafes, pitchers, and decanters; salt and pepper shakers, sugar dispensers, and condiment holders; and all other china, glassware, silverware, and serving ware used in the Hotel's food and beverage operations.
Category 13: Artwork and Decorative Items
All artwork and decorative items owned by Grantor and located throughout the Hotel, including, without limitation: framed artwork (including original paintings, limited-edition prints, lithographs, photographs, and mixed-media works); sculptures and three-dimensional art pieces; decorative objects (including vases, urns, candle holders, bookends, and objets d'art); artificial plants and floral arrangements (including potted artificial trees, artificial flower arrangements, and decorative greenery); decorative throw pillows, accent blankets, and textile art; and all other decorative items displayed or stored at the Hotel, wherever located.
Category 14: Signage
All interior and exterior signage owned by Grantor and located at or affixed to the Hotel, including, without limitation: building-mounted exterior signage (including facade signage and monument signage); directional and wayfinding signage (including lobby directories, floor directories, and arrow signs); room number plaques and door signage; regulatory and code-required signage (including exit signs, occupancy signs, ADA-compliant signage, fire safety signage, and pool rules signage); restaurant and bar signage (including "Terrazza" signage); spa signage; parking lot signage; and all other signage of any kind or description located at the Hotel. Notwithstanding the foregoing, any signage bearing the "Saltaire" name, logo, marks, or branding is expressly excluded from this conveyance and shall be removed from the Property by Grantor (or at Grantor's expense) during the post-closing transition period in accordance with the terms, conditions, and timeline established in the Post-Closing Transition Agreement dated as of the Closing Date.
Category 15: Miscellaneous Personal Property
All other tangible personal property of any kind and description owned by Grantor and located at the Property or used in connection with the operation of the Hotel as of September 15, 2025, that is not specifically categorized or described in Categories 1 through 14 above, including, without limitation, any items that may have been inadvertently omitted from the foregoing categories, it being the express intent of the parties that all tangible personal property owned by Grantor and located at or used in connection with the Hotel as of the Closing Date shall be conveyed to Grantee hereunder, except for the Excluded Property expressly identified in Section 2 of the Bill of Sale.
Notation.  Specific inventory lists, FF&E schedules, depreciation schedules, and detailed item-level descriptions of the Personal Property, to the extent available and in Grantor's possession, have been provided to Grantee and its representatives during the Due Diligence Period (July 7, 2025, through August 21, 2025) and are currently on file with the offices of Calderwood & Harkness LLP, counsel to Grantee, under Matter No. 40225.00001. Such schedules and lists are maintained for reference purposes and are available for inspection by either party upon reasonable request.
The foregoing categories are intended to be illustrative and comprehensive in scope but are not intended to be exclusive or exhaustive. Any and all tangible personal property owned by Grantor and located at the Property as of the Closing Date is deemed included in the conveyance effected by this Bill of Sale, regardless of whether such property is specifically identified in this Exhibit A or in any other schedule, list, or inventory provided in connection with the Closing, unless such property is expressly excluded under Section 2 of this Bill of Sale.
This Exhibit A is attached to and forms a part of that certain Bill of Sale dated as of September 15, 2025, executed by Saltaire Hospitality Holdings LLC, as Grantor, in favor of PCG Delray Hotel LLC, as Grantee.

BILL OF SALE

RECITALS

GRANTOR:.

ACKNOWLEDGED AND ACCEPTED BY GRANTEE:

EXHIBIT A

Record

Parties

Dates

Amounts