1027-00004 · Pellegrino Capital Group · Transaction Documents

post-closing-transition-agreement.docx DOCUMENT Real Estate

11 / 12 ← → ✕

POST-CLOSING TRANSITION AGREEMENT

The Marisol Hotel 455 South Ocean Boulevard, Delray Beach, Florida 33483

September 15, 2025

This POST-CLOSING TRANSITION AGREEMENT (this "Agreement") is entered into as of September 15, 2025 (the "Closing Date"), by and between:

PCG DELRAY HOTEL LLC, a Florida limited liability company ("Buyer"), whose sole member is Pellegrino Capital Group LLC, a Florida limited liability company, with its principal office at 2400 Ponce de Leon Boulevard, Suite 1100, Coral Gables, Florida 33134;

and

SALTAIRE HOSPITALITY HOLDINGS LLC, a Delaware limited liability company registered to do business in the State of Florida ("Seller"), with its principal place of business at 777 South Flagler Drive, Suite 600, West Palm Beach, Florida 33401.

Buyer and Seller are each referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

A. Seller and Buyer are parties to that certain Purchase and Sale Agreement dated July 7, 2025 (as amended, supplemented, or modified from time to time, the "PSA"), pursuant to which Buyer agreed to acquire from Seller all of the real property, improvements, personal property, intangible property, and permits located at or associated with 455 South Ocean Boulevard, Delray Beach, Florida 33483 (Palm Beach County Parcel Identification Number: 12-43-46-27-01-005-0010) (the "Property"), consisting of a 42-key oceanfront boutique hotel known as "The Marisol — A Saltaire Hotel" (the "Hotel"), for a purchase price of Thirty-Five Million and 00/100 Dollars ($35,000,000.00).

B. The closing of the transaction contemplated by the PSA (the "Closing") occurred on September 15, 2025. At the Closing, Buyer acquired the Property and all associated assets pursuant to the terms of the PSA. The existing first-mortgage lien on the Property held by Seaview National Lending Corp. (approximate payoff amount of $14,350,000.00) was satisfied and released of record in connection with the Closing. Buyer's acquisition of the Property was financed in part by a Twenty-Four Million Five Hundred Thousand and 00/100 Dollar ($24,500,000.00) first-mortgage acquisition loan from Meridian Coast Bank, N.A., secured by the Property.

C. The PSA contemplates a sixty (60)-day post-closing transition period commencing on the Closing Date and ending on November 14, 2025 (the "Transition Period") to facilitate the orderly transition of hotel operations, management, employees, permits, licenses, reservation systems, guest data, and related matters from Seller and its management affiliate, Saltaire Management Co. LLC, a Delaware limited liability company registered to do business in the State of Florida ("Saltaire Management"), to Buyer or Buyer's designated hotel management company.

D. Pursuant to the terms of the PSA, the management agreement between Seller and Saltaire Management for the Property (the "Prior Management Agreement") was terminated effective as of the Closing Date. This Agreement governs Seller's and Saltaire Management's cooperation obligations during the Transition Period and sets forth the terms and conditions under which the transition of the Hotel's operations shall be conducted.

E. The Hotel currently employs approximately sixty-four (64) full-time-equivalent employees across all operating departments, including front desk, housekeeping, food and beverage, spa, engineering and maintenance, and administration. The Parties wish to ensure an orderly transition of employment for these individuals in a manner that minimizes disruption to Hotel operations and respects the rights and interests of all affected employees.

F. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the PSA.

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

ARTICLE I — DEFINITIONS

Section 1.1 — Defined Terms

As used in this Agreement, the following terms shall have the meanings set forth below:

"Advance Reservations" means all guest reservations and bookings made for stays at the Hotel on or after the Closing Date that were booked prior to the Closing Date, including all associated deposits, prepayments, credit card authorizations, group booking commitments, and event reservations, whether such reservations were made directly with the Hotel, through travel agents, through online travel agencies, or through any other booking channel.

"Buyer's Manager" means the hotel management company or operator designated by Buyer to assume management and operation of the Hotel during or following the Transition Period, which designation Buyer may make at any time in its sole discretion and which Buyer shall communicate to Seller in writing promptly upon such designation.

"Closing Date" means September 15, 2025, the date on which the Closing of the transaction contemplated by the PSA occurred.

"Guest Data" means all guest records, contact information (including mailing addresses, email addresses, and telephone numbers), stay histories, room preference profiles, dietary and special accommodation records, loyalty program data, rewards program accounts, credit card information (to the extent permitted by applicable law and Payment Card Industry Data Security Standards), correspondence records, and all other related information maintained by Seller or Saltaire Management in connection with the Hotel's operations, in whatever format or medium such data is stored.

"Hotel" means The Marisol Hotel, the forty-two (42)-key boutique hotel located at 455 South Ocean Boulevard, Delray Beach, Florida 33483, including the rooftop restaurant and bar known as "Terrazza" (the "Terrazza"), the on-site spa facility (approximately 3,200 square feet), the sixty (60)-space surface parking lot, the pool and pool deck, the beach access area, and all associated facilities, amenities, and improvements situated on the Property.

"Permits and Licenses" means all governmental permits, licenses, approvals, certificates, registrations, and authorizations necessary for or used in connection with the operation of the Hotel, including without limitation the Florida Department of Business and Professional Regulation Liquor License No. BEV-5812947, Palm Beach County Elevator Permit No. EL-2019-003417, health department permits, fire safety certificates, certificates of occupancy, building permits, coastal construction permits, environmental permits, and any other permits or licenses listed on Exhibit D attached hereto.

"PSA" means the Purchase and Sale Agreement dated July 7, 2025, between Seller and Buyer, as amended, supplemented, or modified from time to time.

"Reservation Systems" means all property management systems (PMS), central reservation systems (CRS), channel managers, revenue management systems, online travel agency (OTA) accounts (including without limitation accounts on Aldermere Technologies, Bramwell Holdings, Drayton Software, and similar platforms), booking engine software, and all other booking platform accounts, technology systems, and related software used in connection with the reservation, booking, and revenue management operations of the Hotel.

"Saltaire Management" means Saltaire Management Co. LLC, a Delaware limited liability company registered to do business in the State of Florida, which is an affiliate of Seller and served as the operator of the Hotel pursuant to the Prior Management Agreement.

"Trade Name" means "The Marisol — A Saltaire Hotel" (Florida Fictitious Name Registration No. G19000042817) and any derivative or related branding, logos, marks, trade dress, signage, domain names, social media accounts, and marketing materials associated therewith.

"Transferred Employees" means the approximately sixty-four (64) full-time-equivalent employees employed at the Hotel as of the Closing Date, as more particularly identified on the employee roster to be delivered by Seller pursuant to Section 6.2 and attached hereto as Exhibit C.

"Transition Period" means the period commencing on September 15, 2025 (the Closing Date) and ending at 11:59 p.m. Eastern Time on November 14, 2025, which is sixty (60) calendar days following the Closing Date, subject to extension only as provided in Section 2.1.

"Transition Team" means the designated representatives of Seller and Saltaire Management assigned to assist Buyer during the Transition Period, as identified in Section 3.2 and as set forth on Exhibit B attached hereto.

ARTICLE II — TRANSITION PERIOD; GENERAL OBLIGATIONS

Section 2.1 — Duration of Transition Period

The Transition Period shall commence on the Closing Date, September 15, 2025, and shall expire at 11:59 p.m. Eastern Time on November 14, 2025, unless extended by mutual written agreement of Buyer and Seller. Any such extension shall specify the revised termination date and shall be executed by authorized representatives of both Parties. The obligations of Seller and Saltaire Management under this Agreement shall terminate upon the expiration of the Transition Period (as the same may be extended), except for (a) indemnification obligations under Article X, (b) confidentiality obligations under Article IX, (c) the Seller's obligation to complete the wind-down of the Trade Name if not yet completed, and (d) any other obligations that by their express terms or by their nature survive the expiration or termination of this Agreement.

Section 2.2 — Ownership and Control

From and after the Closing Date, Buyer is the sole owner of the Property and all associated assets conveyed pursuant to the PSA and the closing documents delivered in connection therewith, including the Special Warranty Deed, the Bill of Sale, the Assignment and Assumption of Contracts, the Assignment and Assumption of Intangible Property, and all other instruments of conveyance. Buyer shall have full and exclusive operational and management control of the Hotel from and after the Closing Date. Nothing in this Agreement shall be construed to grant Seller or Saltaire Management any ownership interest in, possessory right to, leasehold interest in, or management authority over the Property or its operations. Seller and Saltaire Management shall not hold themselves out to any third party — including guests, employees, vendors, governmental authorities, or the general public — as having any ownership, management, or operational role with respect to the Hotel from and after the Closing Date, except to the extent necessary to explain their limited advisory and cooperative role during the Transition Period as expressly contemplated by this Agreement.

Section 2.3 — Good Faith Cooperation

Seller and Saltaire Management shall cooperate fully and in good faith with Buyer and Buyer's Manager in all aspects of the transition of the Hotel's operations, including without limitation with respect to management, employees, reservation systems, guest data, permits and licenses, vendor relationships, and trade name wind-down matters. Such cooperation shall include making available knowledgeable personnel, providing accurate and complete information and documentation, and responding promptly to reasonable requests from Buyer and Buyer's Manager. Seller shall cause Saltaire Management and all of its personnel, agents, contractors, and representatives to comply with the terms of this Agreement. Seller and Saltaire Management shall not take any action during the Transition Period that would be adverse to the Hotel's operations, goodwill, reputation, or business relationships, or that would impair or diminish the value of the Property or any assets transferred to Buyer pursuant to the PSA.

ARTICLE III — MANAGEMENT TRANSITION

Section 3.1 — Termination of Management Agreement

The Parties confirm and acknowledge that the Prior Management Agreement between Seller and Saltaire Management for the Hotel was terminated effective as of the Closing Date pursuant to the terms of the PSA and the termination agreement executed in connection with the Closing. From and after the Closing Date, Saltaire Management has no further management authority, fee entitlement, incentive fee right, operator's lien, key money interest, or any other operational rights with respect to the Hotel. Saltaire Management's sole remaining obligations with respect to the Hotel are the cooperation and transition obligations expressly set forth in this Agreement, and Saltaire Management shall not assert any claim or right to compensation, reimbursement, or damages in connection with the termination of the Prior Management Agreement, which termination Seller and Saltaire Management acknowledge was conducted in accordance with the terms of the PSA and the Prior Management Agreement.

Section 3.2 — Seller's Transition Team

Within three (3) business days after the Closing Date, Seller shall designate a Transition Team consisting of no fewer than two (2) and no more than five (5) key personnel from Saltaire Management who possess direct working knowledge of the Hotel's day-to-day operations, including its physical plant, financial performance, staffing, vendor relationships, and guest service standards. The Transition Team shall be available during normal business hours (8:00 a.m. to 6:00 p.m. Eastern Time, Monday through Friday, excluding federal holidays) and at such other reasonable times outside of normal business hours as Buyer may reasonably request, to consult with Buyer and Buyer's Manager, answer questions, provide guidance, and assist with the orderly transition of operations.

The Transition Team shall include, at a minimum, the following personnel (or qualified replacements approved by Buyer, which approval shall not be unreasonably withheld, conditioned, or delayed):

(a) The Hotel's former general manager or, if the general manager is unavailable, the Hotel's former assistant general manager; and

(b) The Hotel's former director of finance or, if the director of finance is unavailable, the Hotel's former controller or senior accounting manager.

Seller's primary transition contact and the individual with overall responsibility for coordinating Seller's transition obligations under this Agreement shall be Nathaniel "Nate" Whitford, Managing Member of Saltaire Hospitality Holdings LLC. The names, titles, departments, and contact information for all Transition Team members shall be set forth on Exhibit B attached hereto, which Exhibit shall be completed and delivered by Seller within three (3) business days of the Closing Date.

Section 3.3 — Transfer of Operational Knowledge

Seller and Saltaire Management shall provide Buyer and Buyer's Manager with complete copies of all operational manuals, standard operating procedures (SOPs), departmental guidelines, vendor and supplier contact lists, maintenance schedules, preventive maintenance logs, capital expenditure records, equipment warranties, service agreements, and all other operational records and files in Seller's or Saltaire Management's possession or control that relate to the Hotel. Such materials shall be delivered in both physical and electronic format to the extent available.

During the first fifteen (15) days of the Transition Period (September 15, 2025 through September 30, 2025), Seller and Saltaire Management shall conduct on-site walkthroughs and orientation sessions with Buyer's Manager and Buyer's designated incoming management personnel, covering all operating departments of the Hotel, including without limitation:

(a) Front desk and guest services, including check-in/check-out procedures, concierge operations, and guest complaint resolution protocols;

(b) Housekeeping, including room cleaning standards, inventory management for linens and supplies, and laundry operations;

(c) Food and beverage operations, including Terrazza rooftop restaurant and bar, in-room dining, banquet and event services, and beverage purchasing and inventory;

(d) Spa operations, including treatment menus, scheduling systems, product inventory, and therapist certifications;

(e) Engineering, maintenance, and facilities management, including building systems (HVAC, plumbing, electrical, fire suppression, elevator), pool and water treatment operations, and grounds maintenance; and

(f) Parking operations, including any valet or self-park arrangements, revenue collection, and lot maintenance.

In addition to the foregoing walkthroughs, Seller shall provide reasonable training, knowledge transfer, and transition support to Buyer's incoming management personnel throughout the Transition Period, including introductions to key vendors, suppliers, and service providers, as well as guidance on seasonal operational considerations, local regulatory requirements, and community relationships.

Section 3.4 — Financial Records and Accounting Transition

Seller and Saltaire Management shall deliver to Buyer, within ten (10) business days of the Closing Date, complete and accurate financial records relating to the Hotel's operations, including without limitation:

(a) Final operating statements (including profit and loss statements and balance sheets) through the Closing Date;

(b) Accounts receivable aging reports as of the Closing Date, including identification of all outstanding guest folios, group billing accounts, and third-party receivables;

(c) Accounts payable aging reports as of the Closing Date, including identification of all outstanding vendor invoices, utility charges, and other payables;

(d) Bank account statements and reconciliations for all Hotel operating accounts for the six (6)-month period preceding the Closing Date;

(e) Sales and occupancy tax filings and payment records for the current tax period and the preceding twelve (12) months;

(f) Capital expenditure records and depreciation schedules for all Hotel assets; and

(g) Such other financial records and reports as Buyer may reasonably request.

Seller shall cooperate fully with Buyer's tax and accounting advisor, Whitman Aldridge & Co. LLP (contact: Helen Tsao, CPA), in connection with any financial, accounting, audit, or tax matters relating to the Hotel's pre-closing operations, including without limitation the preparation of proration adjustments, the reconciliation of closing settlement amounts, and the preparation of any required tax filings for the pre-closing period. Such cooperation shall include making Saltaire Management's accounting personnel available for consultation and providing access to supporting documentation and work papers as reasonably requested.

ARTICLE IV — RESERVATION SYSTEMS AND GUEST DATA

Section 4.1 — Transfer of Reservation Systems

Seller and Saltaire Management shall cooperate fully with Buyer and Buyer's Manager to effectuate the orderly transfer, migration, or re-registration of all Reservation Systems used in connection with the Hotel's operations. Such cooperation shall include, without limitation, assistance with the transfer or migration of the Hotel's property management system (PMS), central reservation system (CRS), channel manager accounts, revenue management system, and all online travel agency (OTA) accounts, including without limitation any accounts maintained on Aldermere Technologies, Bramwell Holdings, Drayton Software, Ridgeline Data Systems, Kestrel Group, Cascade Solutions, and similar booking platforms.

Within five (5) business days of the Closing Date, Seller shall deliver to Buyer or Buyer's Manager all credentials, usernames, passwords, API keys, login information, and administrative access rights for all Reservation Systems, together with a written summary identifying each system, the vendor or platform provider, the applicable subscription or license terms, and any pending or scheduled system updates or renewals.

During the Transition Period, Seller shall not cancel, suspend, modify, downgrade, or interfere with any Reservation System accounts, and shall not redirect, divert, or re-route any reservations or booking inquiries away from the Hotel or to any other property.

Any costs associated with migrating or transferring Reservation Systems from Seller's or Saltaire Management's platforms to Buyer's designated systems shall be borne by Buyer; provided, however, that Seller shall bear all costs relating to the cancellation, termination, or disconnection of any Saltaire-branded proprietary systems, including any early termination fees, de-installation charges, or data extraction costs.

Section 4.2 — Transfer of Guest Data

Seller and Saltaire Management shall transfer to Buyer all Guest Data in their possession or control, including without limitation guest records, contact information, stay histories, preference profiles, dietary and special accommodation records, and loyalty or rewards program data associated with the Hotel. Such transfer shall be made in a commercially standard electronic format (such as CSV, Excel, or XML) compatible with Buyer's designated PMS and CRM systems, and shall be completed within ten (10) business days of the Closing Date.

Seller represents and warrants that the transfer of Guest Data to Buyer pursuant to this Section 4.2 complies with all applicable federal, state, and local privacy laws, data protection regulations, and industry standards, including without limitation the Florida Information Protection Act of 2014 (Fla. Stat. § 501.171 et seq.), the Payment Card Industry Data Security Standard (PCI DSS) to the extent applicable, and any privacy policies maintained by Seller or Saltaire Management with respect to Hotel guests. Seller shall cooperate with Buyer to ensure that any required guest notifications or consent procedures are completed in connection with the data transfer.

Following the completion of the Guest Data transfer, Seller and Saltaire Management shall not retain copies of Guest Data, except to the extent required by applicable law or reasonably necessary for tax preparation, audit, or litigation purposes. Any Guest Data retained by Seller pursuant to this exception shall be maintained in strict confidence, shall be stored in a secure manner consistent with industry standards, and shall not be used for any marketing, solicitation, or commercial purpose.

Section 4.3 — Advance Reservations and Deposits

All Advance Reservations — that is, all guest reservations for stays at the Hotel on or after the Closing Date that were booked prior to the Closing Date — are the sole responsibility of Buyer from and after the Closing Date. Buyer shall honor all Advance Reservations in accordance with the rates, terms, and conditions under which such reservations were made, subject to Buyer's right to modify terms for reservations that have not yet been guaranteed or prepaid to the extent permitted by the applicable booking terms.

All deposits and prepayments received by Seller or Saltaire Management in connection with Advance Reservations were credited to Buyer at the Closing through the settlement statement prorations prepared by Chalvoro Title Insurance Company, as closing agent, and no further transfer of funds in respect of such deposits is required, except to the extent of any reconciliation adjustments that may be identified pursuant to Section 3.4.

Within three (3) business days of the Closing Date, Seller and Saltaire Management shall provide Buyer with a complete and accurate schedule of all Advance Reservations, substantially in the form of Exhibit A attached hereto, setting forth, for each reservation, the guest name, confirmation number, check-in date, check-out date, room type, nightly rate, deposit or prepayment amount, and any special requests, guarantees, or package inclusions. Seller represents that such schedule is accurate and complete in all material respects as of the date of delivery.

Seller and Saltaire Management shall cooperate with Buyer to ensure that all guests holding Advance Reservations are notified of the ownership transition in a professional and courteous manner and that their reservations are honored without interruption or degradation of the guest experience.

ARTICLE V — PERMITS AND LICENSES

Section 5.1 — General Obligation

Seller shall cooperate fully with Buyer in the transfer, re-issuance, renewal, or new application of all Permits and Licenses necessary for the continued and uninterrupted operation of the Hotel. A schedule of all known Permits and Licenses, together with their current status and transfer requirements, is attached hereto as Exhibit D. Where permits or licenses were assigned to Buyer pursuant to the Assignment and Assumption of Contracts and Permits executed at the Closing, Seller shall execute any additional instruments, applications, affidavits, or supporting documents reasonably required to effectuate such transfer or assignment with the applicable governmental authority. Seller shall promptly respond to any inquiries from governmental authorities relating to the transfer or re-issuance of Permits and Licenses and shall not take any action that would jeopardize, delay, or impair the transfer or continued validity of any Permit or License.

Section 5.2 — Liquor License Transfer

Seller shall cooperate fully with Buyer in the transfer of the Florida Department of Business and Professional Regulation ("DBPR") Liquor License No. BEV-5812947 (4COP license, series 4COP-SRX) from Seller (or Saltaire Management, as the current licensee) to Buyer or Buyer's Manager, as Buyer may direct. Seller acknowledges that the transfer of the liquor license is subject to the review and approval of the Florida Department of Business and Professional Regulation, Division of Alcoholic Beverages and Tobacco, and that such transfer may require the submission of applications, background disclosures, financial statements, fingerprinting, and other documentation.

Seller shall promptly execute and deliver all applications, affidavits, transfer forms, and supporting documents required by the DBPR in connection with the license transfer, and shall make its principals and key personnel available for any interviews or background checks required by the DBPR. Seller shall not withdraw, surrender, or allow the lapse or expiration of the existing liquor license during the pendency of the transfer application.

During the pendency of the license transfer application, Seller shall cooperate fully to ensure that the Hotel may continue to serve alcoholic beverages at the Terrazza rooftop restaurant and bar and at all other licensed premises within the Hotel without interruption, including by maintaining the existing license in effect and in good standing, authorizing Buyer to operate under the existing license to the extent permitted by applicable law and DBPR regulations, and consenting to any temporary operating authority or interim permit arrangement approved by the DBPR.

All application fees, filing fees, transfer fees, and other costs and expenses associated with the liquor license transfer shall be borne by Buyer.

Section 5.3 — Other Permits

Seller shall cooperate in the transfer or re-issuance of all other Permits and Licenses, including without limitation:

(a) Palm Beach County Elevator Permit No. EL-2019-003417;

(b) Palm Beach County Health Department food service establishment permits for the Terrazza rooftop restaurant and bar and all other food service areas;

(d) Certificates of occupancy and building completion certificates issued by the City of Delray Beach;

(e) Any coastal construction control line (CCCL) permits or certifications issued by the Florida Department of Environmental Protection; and

(f) Any other environmental, zoning, building, or land-use permits or approvals applicable to the Property.

Seller shall promptly notify Buyer in writing of any Permit or License that is not transferable to Buyer and shall provide reasonable assistance to Buyer in obtaining a replacement permit or license from the applicable governmental authority. Such assistance shall include providing copies of prior applications, supporting documentation, and contact information for the relevant regulatory personnel.

ARTICLE VI — EMPLOYEE TRANSITION

Section 6.1 — Transferred Employees

As of the Closing Date, the Hotel employs approximately sixty-four (64) full-time-equivalent employees (the "Transferred Employees") across all operating departments, including front desk, housekeeping, food and beverage (including Terrazza), spa, engineering and maintenance, and administration. The Transferred Employees are more particularly identified on the employee roster to be delivered by Seller pursuant to Section 6.2 and attached hereto as Exhibit C.

Buyer or Buyer's Manager intends to offer employment to the Transferred Employees, effective as of the Closing Date or as soon thereafter as practicable during the Transition Period, on terms and conditions to be determined by Buyer in its sole and absolute discretion. Nothing in this Agreement shall obligate Buyer to employ any particular Transferred Employee, to maintain any particular terms or conditions of employment (including compensation, benefits, position, or seniority), or to continue the employment of any Transferred Employee for any specified period of time. Buyer's employment decisions shall be made independently and without any input from or obligation to Seller or Saltaire Management.

Section 6.2 — Seller's Obligations Regarding Employees

Within three (3) business days of the Closing Date, Seller and Saltaire Management shall provide Buyer with a complete and accurate roster of all Transferred Employees, substantially in the form of Exhibit C attached hereto, setting forth each employee's name, position and title, department, date of hire, current compensation (including salary or hourly rate, as applicable), benefits enrollment status (including health insurance, dental, vision, and retirement plan participation), and accrued but unused vacation and paid time off (PTO) balances as of the Closing Date.

Seller shall be solely responsible for all wages, salaries, bonuses, commissions, overtime pay, accrued vacation and PTO payouts, and all other employment-related compensation and liabilities attributable to the employment of the Transferred Employees for the period prior to the Closing Date. Such responsibility includes, without limitation, any amounts due under any employment agreements, collective bargaining agreements (if any), incentive compensation plans, or commission arrangements in effect prior to the Closing Date.

Seller shall be solely responsible for any obligations arising under the Worker Adjustment and Retraining Notification Act of 1988 (the "WARN Act"), 29 U.S.C. § 2101 et seq., or any analogous state or local law, to the extent such obligations are attributable to Seller's actions, the termination of Seller's or Saltaire Management's management operations, or any plant closing or mass layoff (as such terms are defined under the WARN Act) that occurred or was triggered prior to or on the Closing Date.

Seller and Saltaire Management shall cooperate with Buyer and Buyer's Manager in the orderly transition of employee benefits, including the coordination of health insurance, dental and vision coverage, retirement plan rollovers, and other employee benefit programs. Seller shall provide COBRA continuation coverage notices as required by the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) to any eligible employees and shall administer COBRA coverage obligations attributable to the pre-closing period in accordance with applicable law.

Section 6.3 — No Joint Employment

Nothing in this Agreement shall be deemed to create a joint-employer, co-employer, single-employer, or similar employment relationship between Buyer (or Buyer's Manager) and Seller (or Saltaire Management) with respect to any Transferred Employee or any other individual. Seller and Saltaire Management are not and shall not be deemed to be agents, employees, servants, or representatives of Buyer. Each Party shall be solely responsible for its own employment decisions, employment practices, and compliance with applicable labor and employment laws, and neither Party shall have any liability or responsibility for the employment-related acts, omissions, or obligations of the other Party.

ARTICLE VII — TRADE NAME WIND-DOWN

Section 7.1 — Cessation of Use of Trade Name

Seller acknowledges and agrees that, from and after the Closing Date, Buyer has acquired the Hotel and shall operate it under such branding, trade name, and trade dress as Buyer may select in its sole discretion. Seller and Saltaire Management shall wind down and cease all use of the Trade Name "The Marisol — A Saltaire Hotel" and any derivative thereof in connection with the Hotel during the Transition Period. Such wind-down shall include the discontinuation of all advertising, marketing, promotional activities, and public communications that reference the Hotel under the Saltaire brand or suggest any ongoing affiliation between the Hotel and Seller or Saltaire Management.

Within thirty (30) days after the Closing Date (or such later date as the Parties may agree in writing), Seller shall cancel or transfer to Buyer the Florida Fictitious Name Registration No. G19000042817 ("The Marisol — A Saltaire Hotel"), as Buyer may direct. Seller shall execute and deliver to Buyer any instruments, applications, or filings necessary to effectuate such cancellation or transfer.

Notwithstanding anything to the contrary herein, Seller retains the right to use the names "Saltaire," "Saltaire Hospitality," and "Saltaire Hospitality Holdings" in connection with Seller's other businesses, properties, and operations that are not related to the Hotel, provided that such use does not create confusion regarding any ongoing affiliation between Seller and the Hotel.

Section 7.2 — Removal of Branding Materials

Within thirty (30) days after the Closing Date, Seller shall, at Seller's sole cost and expense, remove or cause the removal of all Saltaire-branded signage, marketing materials, printed collateral, stationery, business cards, uniforms, and digital content (including website pages, social media posts, and online advertisements) that identify the Hotel as a "Saltaire Hotel" or otherwise suggest an ongoing affiliation between the Hotel and the Saltaire brand. Such removal shall be conducted in a professional manner that does not damage the Property or disrupt Hotel operations.

Buyer shall provide Seller and its contractors reasonable access to the Property during normal business hours, upon not less than twenty-four (24) hours' prior written notice, for the sole purpose of removing Saltaire-branded materials as contemplated by this Section 7.2. All of Seller's personnel and contractors entering the Property for this purpose shall comply with Buyer's security, safety, and operational policies.

Any Saltaire-branded items that are integrated into the Hotel's permanent fixtures, furniture, fixtures, and equipment (FF&E), or building finishes — such as embossed, engraved, etched, or custom-fabricated items — shall be addressed as mutually agreed by the Parties in good faith. Buyer may, at its option, retain, cover, modify, or dispose of such items, and Seller shall have no obligation to remove or replace such items unless removal can be accomplished without material damage to the Property and the Parties mutually agree to such removal.

Section 7.3 — Online Presence and Domain Names

Seller shall cooperate with Buyer to redirect, transfer, or assign to Buyer (or Buyer's designee) any website domain names, social media accounts (including Northpoint Services Inc., Kestrel Services Inc., X (formerly Fenmore Solutions), Westmark Health IT, and Dunmore & Co. accounts), Severin Industries Business profiles, Kestrel Group listings, Yelp listings, and other online profiles or listings that are specific to the Hotel. Seller shall execute any domain transfer authorization forms, account transfer requests, or platform-specific assignment documents reasonably requested by Buyer to effectuate such transfers.

Within fifteen (15) days after the Closing Date, Seller shall update or remove all references to the Hotel on Saltaire's corporate website (www.saltairehospitality.com or any successor URL), social media channels, marketing platforms, and any other digital or print media under Seller's control. Such updates shall clearly indicate that the Hotel is no longer affiliated with or managed by Saltaire Hospitality.

ARTICLE VIII — ACCESS TO PROPERTY

Section 8.1 — Seller's Access During Transition Period

Buyer shall provide Seller's Transition Team and other authorized Seller personnel reasonable access to the Hotel during normal business hours (8:00 a.m. to 6:00 p.m. Eastern Time, Monday through Friday) upon at least twenty-four (24) hours' prior written notice to Buyer or Buyer's Manager (which notice may be given by email to Buyer's designated transition contact), for the purpose of fulfilling Seller's obligations under this Agreement, including conducting walkthroughs, training sessions, branding removal, and coordination activities as contemplated herein. Buyer may, in its reasonable discretion, permit access outside of normal business hours for time-sensitive transition matters.

All Seller personnel entering the Property shall comply with Buyer's security, safety, health, and operational policies, including any visitor registration and badging requirements. Seller's personnel shall not interfere with Hotel operations, guest experience, or the activities of Hotel employees, and shall conduct themselves in a professional and courteous manner at all times while on the Property. Seller's access shall be limited to the specific areas and purposes reasonably necessary to perform its transition obligations under this Agreement, and Seller's personnel shall not enter guest rooms, restricted areas, or back-of-house areas without prior authorization from Buyer or Buyer's Manager.

Section 8.2 — Removal of Seller's Property

Seller shall remove any personal property of Seller or Saltaire Management located at the Hotel that does not constitute transferred personal property under the Bill of Sale executed at the Closing within fifteen (15) days after the Closing Date. Such personal property may include, without limitation, proprietary software equipment, personal effects of Seller's or Saltaire Management's personnel, corporate records unrelated to the Hotel, and any items that were expressly excluded from the transaction pursuant to the PSA.

Any items of Seller's personal property that remain on the Property after the expiration of such fifteen (15)-day period shall be deemed abandoned by Seller and may be disposed of, discarded, or retained by Buyer at Buyer's option and at Seller's sole cost and expense, including the costs of removal, storage, and disposal. Seller hereby waives any claim or right with respect to any such abandoned items.

ARTICLE IX — CONFIDENTIALITY

Section 9.1 — Confidential Information

Each Party shall maintain the confidentiality of all non-public, proprietary, or confidential information received from the other Party in connection with this Agreement or the transactions contemplated hereby, including without limitation Guest Data, financial records and operating statements, employee information, compensation data, vendor pricing and contract terms, operational procedures, strategic plans, and any other information that is designated as confidential or that a reasonable person would understand to be confidential based on its nature and the circumstances of disclosure (collectively, "Confidential Information"). Each Party shall use Confidential Information solely for the purpose of performing its obligations and exercising its rights under this Agreement, and shall not disclose Confidential Information to any third party except (a) to such Party's members, managers, officers, employees, agents, advisors, attorneys, accountants, lenders, and consultants who have a need to know and who are bound by confidentiality obligations at least as restrictive as those set forth herein, and (b) as otherwise permitted by this Article IX.

The confidentiality obligations set forth in this Section 9.1 shall survive the expiration of the Transition Period for a period of two (2) years following the date of expiration or termination of this Agreement.

Section 9.2 — Exceptions

The confidentiality obligations set forth in Section 9.1 shall not apply to information that:

(a) Is or becomes generally available to the public other than as a result of a breach of this Agreement by the receiving Party;

(b) Was in the receiving Party's possession prior to disclosure by the disclosing Party, as evidenced by the receiving Party's written records, and was not subject to any obligation of confidentiality at the time of receipt;

(c) Was independently developed by the receiving Party without use of or reference to the disclosing Party's Confidential Information, as evidenced by the receiving Party's written records;

(d) Is received by the receiving Party from a third party that is not, to the receiving Party's knowledge, subject to any obligation of confidentiality to the disclosing Party with respect to such information; or

(e) Is required to be disclosed by applicable law, regulation, governmental order, subpoena, or court order, or by the rules of any stock exchange or regulatory body; provided, however, that the receiving Party shall, to the extent legally permitted, provide the disclosing Party with prompt written notice of such requirement prior to disclosure so that the disclosing Party may seek a protective order or other appropriate remedy.

ARTICLE X — INDEMNIFICATION

Section 10.1 — Seller's Indemnification of Buyer

Seller shall indemnify, defend, and hold harmless Buyer, PCG Delray Hotel LLC, Pellegrino Capital Group LLC, and each of their respective members, managers, officers, directors, employees, agents, successors, and assigns (collectively, the "Buyer Indemnified Parties") from and against any and all losses, claims, damages, liabilities, judgments, penalties, fines, costs, and expenses (including reasonable attorneys' fees, expert witness fees, and costs of investigation and litigation) (collectively, "Losses") arising out of, resulting from, or relating to:

(a) Any breach by Seller or Saltaire Management of any obligation, representation, warranty, or covenant under this Agreement;

(b) Any act, omission, negligence, or willful misconduct of any member of Seller's Transition Team or any other personnel, agent, or contractor of Seller or Saltaire Management while on the Property during the Transition Period, except to the extent such Losses are caused by or result from the negligence or willful misconduct of any Buyer Indemnified Party;

(c) Any pre-closing employment-related liabilities, including without limitation unpaid wages, salaries, bonuses, commissions, overtime pay, accrued vacation or PTO payouts, employee benefits, workers' compensation claims, employment discrimination claims, and WARN Act obligations, in each case attributable to the period prior to the Closing Date or to actions of Seller or Saltaire Management; and

(d) Seller's or Saltaire Management's failure to timely wind down, cease use of, or cancel or transfer the Trade Name as provided in Article VII of this Agreement, including any claims of trademark infringement, unfair competition, or consumer confusion arising therefrom.

Section 10.2 — Buyer's Indemnification of Seller

Buyer shall indemnify, defend, and hold harmless Seller, Saltaire Hospitality Holdings LLC, Saltaire Management Co. LLC, and each of their respective members, managers, officers, directors, employees, agents, successors, and assigns (collectively, the "Seller Indemnified Parties") from and against any and all Losses arising out of, resulting from, or relating to:

(a) Any breach by Buyer of any obligation, representation, warranty, or covenant under this Agreement;

(b) The ownership, management, operation, maintenance, or condition of the Hotel from and after the Closing Date, including without limitation any guest claims, personal injury claims, property damage claims, or regulatory violations, except to the extent such Losses are caused by or result from the negligence, willful misconduct, or breach of this Agreement by any Seller Indemnified Party; and

(c) Any post-closing employment-related liabilities attributable to Buyer or Buyer's Manager, including without limitation any claims arising out of Buyer's or Buyer's Manager's employment decisions, termination decisions, or employment practices with respect to the Transferred Employees or any other employees of the Hotel from and after the Closing Date.

Section 10.3 — Indemnification Procedures

A Party seeking indemnification under this Article X (the "Indemnified Party") shall provide the Party from whom indemnification is sought (the "Indemnifying Party") with prompt written notice of any claim, demand, action, proceeding, or investigation for which indemnification is sought (a "Claim"), specifying in reasonable detail the nature of the Claim, the facts and circumstances giving rise to the Claim, and the estimated amount of Losses (to the extent then known or reasonably estimable). The failure of the Indemnified Party to provide timely notice shall not relieve the Indemnifying Party of its indemnification obligations, except to the extent the Indemnifying Party is materially prejudiced by such failure.

Upon receipt of a notice of Claim involving 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 with counsel reasonably satisfactory to the Indemnified Party, provided that the Indemnifying Party shall not settle or compromise any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned, or delayed) if such settlement would (i) impose any liability, obligation, or restriction on the Indemnified Party, (ii) not include a full and unconditional release of the Indemnified Party, or (iii) involve any admission of liability or wrongdoing by the Indemnified Party. The Indemnified Party shall cooperate in good faith with the Indemnifying Party in the defense of any third-party claim, including providing access to relevant records and making its personnel available for testimony or consultation.

The indemnification obligations set forth in this Article X shall survive the expiration of the Transition Period for a period of twelve (12) months following the expiration or termination of this Agreement; provided, however, that indemnification obligations with respect to Losses arising from fraud or willful misconduct shall survive for a period of twenty-four (24) months following such expiration or termination. Any Claim for which proper notice has been given within the applicable survival period shall continue to be subject to indemnification notwithstanding the subsequent expiration of such period.

Section 10.4 — Limitation of Liability

Except in the case of fraud, willful misconduct, or gross negligence, neither Party shall be liable to the other Party for any consequential, incidental, special, punitive, or speculative damages, including lost profits, loss of business opportunity, or diminution of value, arising out of or in connection with this Agreement, whether based on contract, tort, strict liability, or any other theory of liability.

The aggregate liability of Seller under this Article X shall not exceed One Million and 00/100 Dollars ($1,000,000.00), except that no cap on liability shall apply with respect to Losses arising from fraud or willful misconduct by Seller or Saltaire Management.

ARTICLE XI — REPRESENTATIONS AND WARRANTIES

Section 11.1 — Seller's Representations and Warranties

Seller and Saltaire Management hereby represent and warrant to Buyer as follows, as of the Closing Date:

(a) Organization and Good Standing. Seller 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 do business in the State of Florida. Saltaire Management 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 do business in the State of Florida. Each of Seller and Saltaire Management has all requisite power and authority to own, lease, and operate its properties and to carry on its business as presently conducted.

(b) Authorization. The execution, delivery, and performance of this Agreement by Seller and Saltaire Management have been duly authorized by all necessary action on the part of Seller and Saltaire Management, including all requisite member or manager consents. The members of Seller are Nathaniel "Nate" Whitford, Managing Member, holding a sixty percent (60%) membership interest, and Elaine Chastain-Park, Member, holding a forty percent (40%) membership interest, and both such members have authorized the execution and delivery of this Agreement. This Agreement constitutes the legal, valid, and binding obligation of Seller and Saltaire Management, enforceable against each of them 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.

(c) Accuracy of Information. The employee roster to be delivered pursuant to Section 6.2 and the Advance Reservations schedule to be delivered pursuant to Section 4.3 are and will be accurate and complete in all material respects as of the date of delivery. The financial records to be delivered pursuant to Section 3.4 are and will be prepared in accordance with Saltaire Management's customary accounting practices and will present fairly, in all material respects, the financial position and results of operations of the Hotel for the periods covered.

(d) No Pending or Threatened Claims. Except as heretofore disclosed to Buyer in writing, there are no pending or, to the actual knowledge of Seller, threatened claims, actions, suits, proceedings, investigations, or grievances (including labor or employment-related matters) relating to the Hotel, its employees, or its operations that would materially affect the Hotel's operations or Buyer's ability to operate the Hotel.

(e) Trade Name Registration. Seller has full right, power, and authority to cancel or transfer the Florida Fictitious Name Registration No. G19000042817 ("The Marisol — A Saltaire Hotel") as contemplated by this Agreement, and no consent of any third party is required in connection therewith.

Section 11.2 — Buyer's Representations and Warranties

Buyer hereby represents and warrants to Seller as follows, as of the Closing Date:

(a) Organization and Good Standing. Buyer is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Florida. The sole member of Buyer is Pellegrino Capital Group LLC, a Florida limited liability company. Buyer has all requisite power and authority to own, lease, and operate its properties and to carry on its business as presently conducted.

(b) Authorization. The execution, delivery, and performance of this Agreement by Buyer has been duly authorized by all necessary action on the part of Buyer, including all requisite member or manager consents. This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer 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.

(c) Financial Capacity. Buyer has the financial capacity and resources necessary to fulfill its obligations under this Agreement, including the payment of any costs, fees, and expenses for which Buyer is responsible hereunder.

ARTICLE XII — INSURANCE

Section 12.1 — Buyer's Insurance

From and after the Closing Date, Buyer shall maintain, at its sole cost and expense, property and casualty insurance coverage on the Hotel in amounts and with carriers consistent with commercially reasonable standards for comparable boutique hotel properties in South Florida. Such coverage shall include, at a minimum, commercial general liability insurance with limits of not less than Five Million and 00/100 Dollars ($5,000,000.00) per occurrence and Ten Million and 00/100 Dollars ($10,000,000.00) in the aggregate, property and casualty insurance (including windstorm and named storm coverage) with coverage amounts sufficient to cover the full replacement cost of the improvements, and flood insurance in compliance with the National Flood Insurance Program requirements, noting that the Property is located in FEMA Flood Zone AE as reflected on FEMA Flood Insurance Rate Map (FIRM) Panel 12099C0826J, effective as of the most recent map revision date. Buyer's insurance is brokered through Harborview Risk Advisors LLC, with coverage currently bound through Atlantic Keystone Insurance Company or such other carrier as Buyer may select from time to time.

During the Transition Period, Buyer shall add Seller and Saltaire Management as additional insureds on Buyer's commercial general liability insurance policy to the extent Seller's Transition Team personnel are present on the Property in the course of performing their obligations under this Agreement. Buyer shall provide Seller with a certificate of insurance evidencing such additional insured status within ten (10) business days of the Closing Date.

Section 12.2 — Seller's Insurance

During the Transition Period, Seller shall maintain, at its sole cost and expense, commercial general liability insurance with limits of not less than Two Million and 00/100 Dollars ($2,000,000.00) per occurrence and Four Million and 00/100 Dollars ($4,000,000.00) in the aggregate, and workers' compensation insurance as required by Florida law (Fla. Stat. Chapter 440), in each case covering Seller's Transition Team personnel and any other Seller or Saltaire Management employees, agents, or contractors who may enter the Property in connection with this Agreement.

Seller shall provide Buyer with certificates of insurance evidencing such coverage, including workers' compensation coverage, within five (5) business days of the Closing Date. Such certificates shall name Buyer, PCG Delray Hotel LLC, and Pellegrino Capital Group LLC as certificate holders and, with respect to the commercial general liability policy, as additional insureds.

ARTICLE XIII — DISPUTE RESOLUTION

Section 13.1 — Negotiation

Any dispute, controversy, or claim arising out of or relating to this Agreement, including any dispute regarding its existence, validity, interpretation, performance, breach, or termination, shall first be submitted to good-faith negotiation between the Parties' designated representatives. The designated representative for Buyer shall be Veronica Suárez-Pellegrino, General Counsel of Pellegrino Capital Group LLC, and the designated representative for Seller shall be Nathaniel Whitford, Managing Member of Saltaire Hospitality Holdings LLC. The Parties shall endeavor to resolve any such dispute through direct negotiation for a period of fifteen (15) days following written notice from one Party to the other identifying the dispute and requesting negotiation. During such negotiation period, the Parties shall continue to perform their respective obligations under this Agreement to the extent not directly affected by the dispute.

Section 13.2 — Mediation

If the dispute is not resolved through good-faith negotiation within the fifteen (15)-day period specified in Section 13.1, either Party may submit the dispute to non-binding mediation. Such mediation shall be conducted in Palm Beach County, Florida, before a mediator mutually agreed upon by the Parties or, if the Parties are unable to agree upon a mediator within ten (10) days after a written request for mediation, before a mediator appointed by the American Arbitration Association in accordance with its Commercial Mediation Procedures. Each Party shall bear its own costs and expenses in connection with the mediation, and the Parties shall share equally the mediator's fees and expenses.

Section 13.3 — Litigation

If the dispute is not resolved through mediation within forty-five (45) days after the submission of the dispute to mediation (or such longer period as the Parties may agree), either Party may pursue all available remedies at law or in equity in any court of competent jurisdiction located in Palm Beach County, Florida. Each Party hereby consents to the personal jurisdiction and venue of the state and federal courts located in Palm Beach County, Florida, for purposes of any litigation arising out of or relating to this Agreement, and waives any objection to such jurisdiction or venue, including any objection based on inconvenient forum.

The prevailing Party in any litigation arising out of or relating to this Agreement shall be entitled to recover its reasonable attorneys' fees, costs, and expenses (including fees and costs incurred at the trial and appellate levels) from the non-prevailing Party, in addition to any other relief to which it may be entitled.

ARTICLE XIV — MISCELLANEOUS

Section 14.1 — Governing Law

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Florida, without regard to any conflicts-of-law principles that would require the application of the laws of any other jurisdiction.

Section 14.2 — Entire Agreement

This Agreement, together with the PSA and the other closing documents executed and delivered in connection with the Closing (including the Special Warranty Deed, the Bill of Sale, the Assignment and Assumption of Contracts, the Assignment and Assumption of Intangible Property, and the related instruments), constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, representations, understandings, and agreements, whether oral or written, relating to such subject matter. No Party has relied on any representation, promise, or inducement not set forth in this Agreement.

Section 14.3 — Amendments and Waivers

No amendment, modification, or supplement to this Agreement shall be effective unless it is in writing and signed by authorized representatives of both Parties. No waiver of any term, condition, or provision of this Agreement shall be effective unless it is in writing and signed by the Party against whom such waiver is to be enforced. No failure or delay by either Party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.

Section 14.4 — Notices

All notices, demands, requests, consents, approvals, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when (a) delivered personally, (b) sent by nationally recognized overnight courier service (such as Severin Partners LLC or Halcyon Partners LLC) with delivery confirmation, (c) sent by United States certified or registered mail, return receipt requested, postage prepaid, or (d) sent by electronic mail (with confirmation of receipt or delivery confirmation), in each case addressed as

POST-CLOSING TRANSITION AGREEMENT
The Marisol Hotel 455 South Ocean Boulevard, Delray Beach, Florida 33483
September 15, 2025
This POST-CLOSING TRANSITION AGREEMENT (this "Agreement") is entered into as of September 15, 2025 (the "Closing Date"), by and between:
PCG DELRAY HOTEL LLC, a Florida limited liability company ("Buyer"), whose sole member is Pellegrino Capital Group LLC, a Florida limited liability company, with its principal office at 2400 Ponce de Leon Boulevard, Suite 1100, Coral Gables, Florida 33134;
and
SALTAIRE HOSPITALITY HOLDINGS LLC, a Delaware limited liability company registered to do business in the State of Florida ("Seller"), with its principal place of business at 777 South Flagler Drive, Suite 600, West Palm Beach, Florida 33401.
Buyer and Seller are each referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
A. Seller and Buyer are parties to that certain Purchase and Sale Agreement dated July 7, 2025 (as amended, supplemented, or modified from time to time, the "PSA"), pursuant to which Buyer agreed to acquire from Seller all of the real property, improvements, personal property, intangible property, and permits located at or associated with 455 South Ocean Boulevard, Delray Beach, Florida 33483 (Palm Beach County Parcel Identification Number: 12-43-46-27-01-005-0010) (the "Property"), consisting of a 42-key oceanfront boutique hotel known as "The Marisol — A Saltaire Hotel" (the "Hotel"), for a purchase price of Thirty-Five Million and 00/100 Dollars ($35,000,000.00).
B. The closing of the transaction contemplated by the PSA (the "Closing") occurred on September 15, 2025. At the Closing, Buyer acquired the Property and all associated assets pursuant to the terms of the PSA. The existing first-mortgage lien on the Property held by Seaview National Lending Corp. (approximate payoff amount of $14,350,000.00) was satisfied and released of record in connection with the Closing. Buyer's acquisition of the Property was financed in part by a Twenty-Four Million Five Hundred Thousand and 00/100 Dollar ($24,500,000.00) first-mortgage acquisition loan from Meridian Coast Bank, N.A., secured by the Property.
C. The PSA contemplates a sixty (60)-day post-closing transition period commencing on the Closing Date and ending on November 14, 2025 (the "Transition Period") to facilitate the orderly transition of hotel operations, management, employees, permits, licenses, reservation systems, guest data, and related matters from Seller and its management affiliate, Saltaire Management Co. LLC, a Delaware limited liability company registered to do business in the State of Florida ("Saltaire Management"), to Buyer or Buyer's designated hotel management company.
D. Pursuant to the terms of the PSA, the management agreement between Seller and Saltaire Management for the Property (the "Prior Management Agreement") was terminated effective as of the Closing Date. This Agreement governs Seller's and Saltaire Management's cooperation obligations during the Transition Period and sets forth the terms and conditions under which the transition of the Hotel's operations shall be conducted.
E. The Hotel currently employs approximately sixty-four (64) full-time-equivalent employees across all operating departments, including front desk, housekeeping, food and beverage, spa, engineering and maintenance, and administration. The Parties wish to ensure an orderly transition of employment for these individuals in a manner that minimizes disruption to Hotel operations and respects the rights and interests of all affected employees.
F. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the PSA.
NOW, THEREFORE, for and in consideration of the foregoing Recitals, which are incorporated herein by reference, the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE I — DEFINITIONS
Section 1.1 — Defined Terms
As used in this Agreement, the following terms shall have the meanings set forth below:
"Advance Reservations" means all guest reservations and bookings made for stays at the Hotel on or after the Closing Date that were booked prior to the Closing Date, including all associated deposits, prepayments, credit card authorizations, group booking commitments, and event reservations, whether such reservations were made directly with the Hotel, through travel agents, through online travel agencies, or through any other booking channel.
"Buyer's Manager" means the hotel management company or operator designated by Buyer to assume management and operation of the Hotel during or following the Transition Period, which designation Buyer may make at any time in its sole discretion and which Buyer shall communicate to Seller in writing promptly upon such designation.
"Closing Date" means September 15, 2025, the date on which the Closing of the transaction contemplated by the PSA occurred.
"Guest Data" means all guest records, contact information (including mailing addresses, email addresses, and telephone numbers), stay histories, room preference profiles, dietary and special accommodation records, loyalty program data, rewards program accounts, credit card information (to the extent permitted by applicable law and Payment Card Industry Data Security Standards), correspondence records, and all other related information maintained by Seller or Saltaire Management in connection with the Hotel's operations, in whatever format or medium such data is stored.
"Hotel" means The Marisol Hotel, the forty-two (42)-key boutique hotel located at 455 South Ocean Boulevard, Delray Beach, Florida 33483, including the rooftop restaurant and bar known as "Terrazza" (the "Terrazza"), the on-site spa facility (approximately 3,200 square feet), the sixty (60)-space surface parking lot, the pool and pool deck, the beach access area, and all associated facilities, amenities, and improvements situated on the Property.
"Permits and Licenses" means all governmental permits, licenses, approvals, certificates, registrations, and authorizations necessary for or used in connection with the operation of the Hotel, including without limitation the Florida Department of Business and Professional Regulation Liquor License No. BEV-5812947, Palm Beach County Elevator Permit No. EL-2019-003417, health department permits, fire safety certificates, certificates of occupancy, building permits, coastal construction permits, environmental permits, and any other permits or licenses listed on Exhibit D attached hereto.
"PSA" means the Purchase and Sale Agreement dated July 7, 2025, between Seller and Buyer, as amended, supplemented, or modified from time to time.
"Reservation Systems" means all property management systems (PMS), central reservation systems (CRS), channel managers, revenue management systems, online travel agency (OTA) accounts (including without limitation accounts on Aldermere Technologies, Bramwell Holdings, Drayton Software, and similar platforms), booking engine software, and all other booking platform accounts, technology systems, and related software used in connection with the reservation, booking, and revenue management operations of the Hotel.
"Saltaire Management" means Saltaire Management Co. LLC, a Delaware limited liability company registered to do business in the State of Florida, which is an affiliate of Seller and served as the operator of the Hotel pursuant to the Prior Management Agreement.
"Trade Name" means "The Marisol — A Saltaire Hotel" (Florida Fictitious Name Registration No. G19000042817) and any derivative or related branding, logos, marks, trade dress, signage, domain names, social media accounts, and marketing materials associated therewith.
"Transferred Employees" means the approximately sixty-four (64) full-time-equivalent employees employed at the Hotel as of the Closing Date, as more particularly identified on the employee roster to be delivered by Seller pursuant to Section 6.2 and attached hereto as Exhibit C.
"Transition Period" means the period commencing on September 15, 2025 (the Closing Date) and ending at 11:59 p.m. Eastern Time on November 14, 2025, which is sixty (60) calendar days following the Closing Date, subject to extension only as provided in Section 2.1.
"Transition Team" means the designated representatives of Seller and Saltaire Management assigned to assist Buyer during the Transition Period, as identified in Section 3.2 and as set forth on Exhibit B attached hereto.
ARTICLE II — TRANSITION PERIOD; GENERAL OBLIGATIONS
Section 2.1 — Duration of Transition Period
The Transition Period shall commence on the Closing Date, September 15, 2025, and shall expire at 11:59 p.m. Eastern Time on November 14, 2025, unless extended by mutual written agreement of Buyer and Seller. Any such extension shall specify the revised termination date and shall be executed by authorized representatives of both Parties. The obligations of Seller and Saltaire Management under this Agreement shall terminate upon the expiration of the Transition Period (as the same may be extended), except for (a) indemnification obligations under Article X, (b) confidentiality obligations under Article IX, (c) the Seller's obligation to complete the wind-down of the Trade Name if not yet completed, and (d) any other obligations that by their express terms or by their nature survive the expiration or termination of this Agreement.
Section 2.2 — Ownership and Control
From and after the Closing Date, Buyer is the sole owner of the Property and all associated assets conveyed pursuant to the PSA and the closing documents delivered in connection therewith, including the Special Warranty Deed, the Bill of Sale, the Assignment and Assumption of Contracts, the Assignment and Assumption of Intangible Property, and all other instruments of conveyance. Buyer shall have full and exclusive operational and management control of the Hotel from and after the Closing Date. Nothing in this Agreement shall be construed to grant Seller or Saltaire Management any ownership interest in, possessory right to, leasehold interest in, or management authority over the Property or its operations. Seller and Saltaire Management shall not hold themselves out to any third party — including guests, employees, vendors, governmental authorities, or the general public — as having any ownership, management, or operational role with respect to the Hotel from and after the Closing Date, except to the extent necessary to explain their limited advisory and cooperative role during the Transition Period as expressly contemplated by this Agreement.
Section 2.3 — Good Faith Cooperation
Seller and Saltaire Management shall cooperate fully and in good faith with Buyer and Buyer's Manager in all aspects of the transition of the Hotel's operations, including without limitation with respect to management, employees, reservation systems, guest data, permits and licenses, vendor relationships, and trade name wind-down matters. Such cooperation shall include making available knowledgeable personnel, providing accurate and complete information and documentation, and responding promptly to reasonable requests from Buyer and Buyer's Manager. Seller shall cause Saltaire Management and all of its personnel, agents, contractors, and representatives to comply with the terms of this Agreement. Seller and Saltaire Management shall not take any action during the Transition Period that would be adverse to the Hotel's operations, goodwill, reputation, or business relationships, or that would impair or diminish the value of the Property or any assets transferred to Buyer pursuant to the PSA.
ARTICLE III — MANAGEMENT TRANSITION
Section 3.1 — Termination of Management Agreement
The Parties confirm and acknowledge that the Prior Management Agreement between Seller and Saltaire Management for the Hotel was terminated effective as of the Closing Date pursuant to the terms of the PSA and the termination agreement executed in connection with the Closing. From and after the Closing Date, Saltaire Management has no further management authority, fee entitlement, incentive fee right, operator's lien, key money interest, or any other operational rights with respect to the Hotel. Saltaire Management's sole remaining obligations with respect to the Hotel are the cooperation and transition obligations expressly set forth in this Agreement, and Saltaire Management shall not assert any claim or right to compensation, reimbursement, or damages in connection with the termination of the Prior Management Agreement, which termination Seller and Saltaire Management acknowledge was conducted in accordance with the terms of the PSA and the Prior Management Agreement.
Section 3.2 — Seller's Transition Team
Within three (3) business days after the Closing Date, Seller shall designate a Transition Team consisting of no fewer than two (2) and no more than five (5) key personnel from Saltaire Management who possess direct working knowledge of the Hotel's day-to-day operations, including its physical plant, financial performance, staffing, vendor relationships, and guest service standards. The Transition Team shall be available during normal business hours (8:00 a.m. to 6:00 p.m. Eastern Time, Monday through Friday, excluding federal holidays) and at such other reasonable times outside of normal business hours as Buyer may reasonably request, to consult with Buyer and Buyer's Manager, answer questions, provide guidance, and assist with the orderly transition of operations.
The Transition Team shall include, at a minimum, the following personnel (or qualified replacements approved by Buyer, which approval shall not be unreasonably withheld, conditioned, or delayed):
(a) The Hotel's former general manager or, if the general manager is unavailable, the Hotel's former assistant general manager; and
(b) The Hotel's former director of finance or, if the director of finance is unavailable, the Hotel's former controller or senior accounting manager.
Seller's primary transition contact and the individual with overall responsibility for coordinating Seller's transition obligations under this Agreement shall be Nathaniel "Nate" Whitford, Managing Member of Saltaire Hospitality Holdings LLC. The names, titles, departments, and contact information for all Transition Team members shall be set forth on Exhibit B attached hereto, which Exhibit shall be completed and delivered by Seller within three (3) business days of the Closing Date.
Section 3.3 — Transfer of Operational Knowledge
Seller and Saltaire Management shall provide Buyer and Buyer's Manager with complete copies of all operational manuals, standard operating procedures (SOPs), departmental guidelines, vendor and supplier contact lists, maintenance schedules, preventive maintenance logs, capital expenditure records, equipment warranties, service agreements, and all other operational records and files in Seller's or Saltaire Management's possession or control that relate to the Hotel. Such materials shall be delivered in both physical and electronic format to the extent available.
During the first fifteen (15) days of the Transition Period (September 15, 2025 through September 30, 2025), Seller and Saltaire Management shall conduct on-site walkthroughs and orientation sessions with Buyer's Manager and Buyer's designated incoming management personnel, covering all operating departments of the Hotel, including without limitation:
(a) Front desk and guest services, including check-in/check-out procedures, concierge operations, and guest complaint resolution protocols;
(b) Housekeeping, including room cleaning standards, inventory management for linens and supplies, and laundry operations;
(c) Food and beverage operations, including Terrazza rooftop restaurant and bar, in-room dining, banquet and event services, and beverage purchasing and inventory;
(d) Spa operations, including treatment menus, scheduling systems, product inventory, and therapist certifications;
(e) Engineering, maintenance, and facilities management, including building systems (HVAC, plumbing, electrical, fire suppression, elevator), pool and water treatment operations, and grounds maintenance; and
(f) Parking operations, including any valet or self-park arrangements, revenue collection, and lot maintenance.
In addition to the foregoing walkthroughs, Seller shall provide reasonable training, knowledge transfer, and transition support to Buyer's incoming management personnel throughout the Transition Period, including introductions to key vendors, suppliers, and service providers, as well as guidance on seasonal operational considerations, local regulatory requirements, and community relationships.
Section 3.4 — Financial Records and Accounting Transition
Seller and Saltaire Management shall deliver to Buyer, within ten (10) business days of the Closing Date, complete and accurate financial records relating to the Hotel's operations, including without limitation:
(a) Final operating statements (including profit and loss statements and balance sheets) through the Closing Date;
(b) Accounts receivable aging reports as of the Closing Date, including identification of all outstanding guest folios, group billing accounts, and third-party receivables;
(c) Accounts payable aging reports as of the Closing Date, including identification of all outstanding vendor invoices, utility charges, and other payables;
(d) Bank account statements and reconciliations for all Hotel operating accounts for the six (6)-month period preceding the Closing Date;
(e) Sales and occupancy tax filings and payment records for the current tax period and the preceding twelve (12) months;
(f) Capital expenditure records and depreciation schedules for all Hotel assets; and
(g) Such other financial records and reports as Buyer may reasonably request.
Seller shall cooperate fully with Buyer's tax and accounting advisor, Whitman Aldridge & Co. LLP (contact: Helen Tsao, CPA), in connection with any financial, accounting, audit, or tax matters relating to the Hotel's pre-closing operations, including without limitation the preparation of proration adjustments, the reconciliation of closing settlement amounts, and the preparation of any required tax filings for the pre-closing period. Such cooperation shall include making Saltaire Management's accounting personnel available for consultation and providing access to supporting documentation and work papers as reasonably requested.
ARTICLE IV — RESERVATION SYSTEMS AND GUEST DATA
Section 4.1 — Transfer of Reservation Systems
Seller and Saltaire Management shall cooperate fully with Buyer and Buyer's Manager to effectuate the orderly transfer, migration, or re-registration of all Reservation Systems used in connection with the Hotel's operations. Such cooperation shall include, without limitation, assistance with the transfer or migration of the Hotel's property management system (PMS), central reservation system (CRS), channel manager accounts, revenue management system, and all online travel agency (OTA) accounts, including without limitation any accounts maintained on Aldermere Technologies, Bramwell Holdings, Drayton Software, Ridgeline Data Systems, Kestrel Group, Cascade Solutions, and similar booking platforms.
Within five (5) business days of the Closing Date, Seller shall deliver to Buyer or Buyer's Manager all credentials, usernames, passwords, API keys, login information, and administrative access rights for all Reservation Systems, together with a written summary identifying each system, the vendor or platform provider, the applicable subscription or license terms, and any pending or scheduled system updates or renewals.
During the Transition Period, Seller shall not cancel, suspend, modify, downgrade, or interfere with any Reservation System accounts, and shall not redirect, divert, or re-route any reservations or booking inquiries away from the Hotel or to any other property.
Any costs associated with migrating or transferring Reservation Systems from Seller's or Saltaire Management's platforms to Buyer's designated systems shall be borne by Buyer; provided, however, that Seller shall bear all costs relating to the cancellation, termination, or disconnection of any Saltaire-branded proprietary systems, including any early termination fees, de-installation charges, or data extraction costs.
Section 4.2 — Transfer of Guest Data
Seller and Saltaire Management shall transfer to Buyer all Guest Data in their possession or control, including without limitation guest records, contact information, stay histories, preference profiles, dietary and special accommodation records, and loyalty or rewards program data associated with the Hotel. Such transfer shall be made in a commercially standard electronic format (such as CSV, Excel, or XML) compatible with Buyer's designated PMS and CRM systems, and shall be completed within ten (10) business days of the Closing Date.
Seller represents and warrants that the transfer of Guest Data to Buyer pursuant to this Section 4.2 complies with all applicable federal, state, and local privacy laws, data protection regulations, and industry standards, including without limitation the Florida Information Protection Act of 2014 (Fla. Stat. § 501.171 et seq.), the Payment Card Industry Data Security Standard (PCI DSS) to the extent applicable, and any privacy policies maintained by Seller or Saltaire Management with respect to Hotel guests. Seller shall cooperate with Buyer to ensure that any required guest notifications or consent procedures are completed in connection with the data transfer.
Following the completion of the Guest Data transfer, Seller and Saltaire Management shall not retain copies of Guest Data, except to the extent required by applicable law or reasonably necessary for tax preparation, audit, or litigation purposes. Any Guest Data retained by Seller pursuant to this exception shall be maintained in strict confidence, shall be stored in a secure manner consistent with industry standards, and shall not be used for any marketing, solicitation, or commercial purpose.
Section 4.3 — Advance Reservations and Deposits
All Advance Reservations — that is, all guest reservations for stays at the Hotel on or after the Closing Date that were booked prior to the Closing Date — are the sole responsibility of Buyer from and after the Closing Date. Buyer shall honor all Advance Reservations in accordance with the rates, terms, and conditions under which such reservations were made, subject to Buyer's right to modify terms for reservations that have not yet been guaranteed or prepaid to the extent permitted by the applicable booking terms.
All deposits and prepayments received by Seller or Saltaire Management in connection with Advance Reservations were credited to Buyer at the Closing through the settlement statement prorations prepared by Chalvoro Title Insurance Company, as closing agent, and no further transfer of funds in respect of such deposits is required, except to the extent of any reconciliation adjustments that may be identified pursuant to Section 3.4.
Within three (3) business days of the Closing Date, Seller and Saltaire Management shall provide Buyer with a complete and accurate schedule of all Advance Reservations, substantially in the form of Exhibit A attached hereto, setting forth, for each reservation, the guest name, confirmation number, check-in date, check-out date, room type, nightly rate, deposit or prepayment amount, and any special requests, guarantees, or package inclusions. Seller represents that such schedule is accurate and complete in all material respects as of the date of delivery.
Seller and Saltaire Management shall cooperate with Buyer to ensure that all guests holding Advance Reservations are notified of the ownership transition in a professional and courteous manner and that their reservations are honored without interruption or degradation of the guest experience.
ARTICLE V — PERMITS AND LICENSES
Section 5.1 — General Obligation
Seller shall cooperate fully with Buyer in the transfer, re-issuance, renewal, or new application of all Permits and Licenses necessary for the continued and uninterrupted operation of the Hotel. A schedule of all known Permits and Licenses, together with their current status and transfer requirements, is attached hereto as Exhibit D. Where permits or licenses were assigned to Buyer pursuant to the Assignment and Assumption of Contracts and Permits executed at the Closing, Seller shall execute any additional instruments, applications, affidavits, or supporting documents reasonably required to effectuate such transfer or assignment with the applicable governmental authority. Seller shall promptly respond to any inquiries from governmental authorities relating to the transfer or re-issuance of Permits and Licenses and shall not take any action that would jeopardize, delay, or impair the transfer or continued validity of any Permit or License.
Section 5.2 — Liquor License Transfer
Seller shall cooperate fully with Buyer in the transfer of the Florida Department of Business and Professional Regulation ("DBPR") Liquor License No. BEV-5812947 (4COP license, series 4COP-SRX) from Seller (or Saltaire Management, as the current licensee) to Buyer or Buyer's Manager, as Buyer may direct. Seller acknowledges that the transfer of the liquor license is subject to the review and approval of the Florida Department of Business and Professional Regulation, Division of Alcoholic Beverages and Tobacco, and that such transfer may require the submission of applications, background disclosures, financial statements, fingerprinting, and other documentation.
Seller shall promptly execute and deliver all applications, affidavits, transfer forms, and supporting documents required by the DBPR in connection with the license transfer, and shall make its principals and key personnel available for any interviews or background checks required by the DBPR. Seller shall not withdraw, surrender, or allow the lapse or expiration of the existing liquor license during the pendency of the transfer application.
During the pendency of the license transfer application, Seller shall cooperate fully to ensure that the Hotel may continue to serve alcoholic beverages at the Terrazza rooftop restaurant and bar and at all other licensed premises within the Hotel without interruption, including by maintaining the existing license in effect and in good standing, authorizing Buyer to operate under the existing license to the extent permitted by applicable law and DBPR regulations, and consenting to any temporary operating authority or interim permit arrangement approved by the DBPR.
All application fees, filing fees, transfer fees, and other costs and expenses associated with the liquor license transfer shall be borne by Buyer.
Section 5.3 — Other Permits
Seller shall cooperate in the transfer or re-issuance of all other Permits and Licenses, including without limitation:
(a) Palm Beach County Elevator Permit No. EL-2019-003417;
(b) Palm Beach County Health Department food service establishment permits for the Terrazza rooftop restaurant and bar and all other food service areas;
(c) Fire safety inspection certificates issued by the Delray Beach Fire-Rescue Department;
(d) Certificates of occupancy and building completion certificates issued by the City of Delray Beach;
(e) Any coastal construction control line (CCCL) permits or certifications issued by the Florida Department of Environmental Protection; and
(f) Any other environmental, zoning, building, or land-use permits or approvals applicable to the Property.
Seller shall promptly notify Buyer in writing of any Permit or License that is not transferable to Buyer and shall provide reasonable assistance to Buyer in obtaining a replacement permit or license from the applicable governmental authority. Such assistance shall include providing copies of prior applications, supporting documentation, and contact information for the relevant regulatory personnel.
ARTICLE VI — EMPLOYEE TRANSITION
Section 6.1 — Transferred Employees
As of the Closing Date, the Hotel employs approximately sixty-four (64) full-time-equivalent employees (the "Transferred Employees") across all operating departments, including front desk, housekeeping, food and beverage (including Terrazza), spa, engineering and maintenance, and administration. The Transferred Employees are more particularly identified on the employee roster to be delivered by Seller pursuant to Section 6.2 and attached hereto as Exhibit C.
Buyer or Buyer's Manager intends to offer employment to the Transferred Employees, effective as of the Closing Date or as soon thereafter as practicable during the Transition Period, on terms and conditions to be determined by Buyer in its sole and absolute discretion. Nothing in this Agreement shall obligate Buyer to employ any particular Transferred Employee, to maintain any particular terms or conditions of employment (including compensation, benefits, position, or seniority), or to continue the employment of any Transferred Employee for any specified period of time. Buyer's employment decisions shall be made independently and without any input from or obligation to Seller or Saltaire Management.
Section 6.2 — Seller's Obligations Regarding Employees
Within three (3) business days of the Closing Date, Seller and Saltaire Management shall provide Buyer with a complete and accurate roster of all Transferred Employees, substantially in the form of Exhibit C attached hereto, setting forth each employee's name, position and title, department, date of hire, current compensation (including salary or hourly rate, as applicable), benefits enrollment status (including health insurance, dental, vision, and retirement plan participation), and accrued but unused vacation and paid time off (PTO) balances as of the Closing Date.
Seller shall be solely responsible for all wages, salaries, bonuses, commissions, overtime pay, accrued vacation and PTO payouts, and all other employment-related compensation and liabilities attributable to the employment of the Transferred Employees for the period prior to the Closing Date. Such responsibility includes, without limitation, any amounts due under any employment agreements, collective bargaining agreements (if any), incentive compensation plans, or commission arrangements in effect prior to the Closing Date.
Seller shall be solely responsible for any obligations arising under the Worker Adjustment and Retraining Notification Act of 1988 (the "WARN Act"), 29 U.S.C. § 2101 et seq., or any analogous state or local law, to the extent such obligations are attributable to Seller's actions, the termination of Seller's or Saltaire Management's management operations, or any plant closing or mass layoff (as such terms are defined under the WARN Act) that occurred or was triggered prior to or on the Closing Date.
Seller and Saltaire Management shall cooperate with Buyer and Buyer's Manager in the orderly transition of employee benefits, including the coordination of health insurance, dental and vision coverage, retirement plan rollovers, and other employee benefit programs. Seller shall provide COBRA continuation coverage notices as required by the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) to any eligible employees and shall administer COBRA coverage obligations attributable to the pre-closing period in accordance with applicable law.
Section 6.3 — No Joint Employment
Nothing in this Agreement shall be deemed to create a joint-employer, co-employer, single-employer, or similar employment relationship between Buyer (or Buyer's Manager) and Seller (or Saltaire Management) with respect to any Transferred Employee or any other individual. Seller and Saltaire Management are not and shall not be deemed to be agents, employees, servants, or representatives of Buyer. Each Party shall be solely responsible for its own employment decisions, employment practices, and compliance with applicable labor and employment laws, and neither Party shall have any liability or responsibility for the employment-related acts, omissions, or obligations of the other Party.
ARTICLE VII — TRADE NAME WIND-DOWN
Section 7.1 — Cessation of Use of Trade Name
Seller acknowledges and agrees that, from and after the Closing Date, Buyer has acquired the Hotel and shall operate it under such branding, trade name, and trade dress as Buyer may select in its sole discretion. Seller and Saltaire Management shall wind down and cease all use of the Trade Name "The Marisol — A Saltaire Hotel" and any derivative thereof in connection with the Hotel during the Transition Period. Such wind-down shall include the discontinuation of all advertising, marketing, promotional activities, and public communications that reference the Hotel under the Saltaire brand or suggest any ongoing affiliation between the Hotel and Seller or Saltaire Management.
Within thirty (30) days after the Closing Date (or such later date as the Parties may agree in writing), Seller shall cancel or transfer to Buyer the Florida Fictitious Name Registration No. G19000042817 ("The Marisol — A Saltaire Hotel"), as Buyer may direct. Seller shall execute and deliver to Buyer any instruments, applications, or filings necessary to effectuate such cancellation or transfer.
Notwithstanding anything to the contrary herein, Seller retains the right to use the names "Saltaire," "Saltaire Hospitality," and "Saltaire Hospitality Holdings" in connection with Seller's other businesses, properties, and operations that are not related to the Hotel, provided that such use does not create confusion regarding any ongoing affiliation between Seller and the Hotel.
Section 7.2 — Removal of Branding Materials
Within thirty (30) days after the Closing Date, Seller shall, at Seller's sole cost and expense, remove or cause the removal of all Saltaire-branded signage, marketing materials, printed collateral, stationery, business cards, uniforms, and digital content (including website pages, social media posts, and online advertisements) that identify the Hotel as a "Saltaire Hotel" or otherwise suggest an ongoing affiliation between the Hotel and the Saltaire brand. Such removal shall be conducted in a professional manner that does not damage the Property or disrupt Hotel operations.
Buyer shall provide Seller and its contractors reasonable access to the Property during normal business hours, upon not less than twenty-four (24) hours' prior written notice, for the sole purpose of removing Saltaire-branded materials as contemplated by this Section 7.2. All of Seller's personnel and contractors entering the Property for this purpose shall comply with Buyer's security, safety, and operational policies.
Any Saltaire-branded items that are integrated into the Hotel's permanent fixtures, furniture, fixtures, and equipment (FF&E), or building finishes — such as embossed, engraved, etched, or custom-fabricated items — shall be addressed as mutually agreed by the Parties in good faith. Buyer may, at its option, retain, cover, modify, or dispose of such items, and Seller shall have no obligation to remove or replace such items unless removal can be accomplished without material damage to the Property and the Parties mutually agree to such removal.
Section 7.3 — Online Presence and Domain Names
Seller shall cooperate with Buyer to redirect, transfer, or assign to Buyer (or Buyer's designee) any website domain names, social media accounts (including Northpoint Services Inc., Kestrel Services Inc., X (formerly Fenmore Solutions), Westmark Health IT, and Dunmore & Co. accounts), Severin Industries Business profiles, Kestrel Group listings, Yelp listings, and other online profiles or listings that are specific to the Hotel. Seller shall execute any domain transfer authorization forms, account transfer requests, or platform-specific assignment documents reasonably requested by Buyer to effectuate such transfers.
Within fifteen (15) days after the Closing Date, Seller shall update or remove all references to the Hotel on Saltaire's corporate website (www.saltairehospitality.com or any successor URL), social media channels, marketing platforms, and any other digital or print media under Seller's control. Such updates shall clearly indicate that the Hotel is no longer affiliated with or managed by Saltaire Hospitality.
ARTICLE VIII — ACCESS TO PROPERTY
Section 8.1 — Seller's Access During Transition Period
Buyer shall provide Seller's Transition Team and other authorized Seller personnel reasonable access to the Hotel during normal business hours (8:00 a.m. to 6:00 p.m. Eastern Time, Monday through Friday) upon at least twenty-four (24) hours' prior written notice to Buyer or Buyer's Manager (which notice may be given by email to Buyer's designated transition contact), for the purpose of fulfilling Seller's obligations under this Agreement, including conducting walkthroughs, training sessions, branding removal, and coordination activities as contemplated herein. Buyer may, in its reasonable discretion, permit access outside of normal business hours for time-sensitive transition matters.
All Seller personnel entering the Property shall comply with Buyer's security, safety, health, and operational policies, including any visitor registration and badging requirements. Seller's personnel shall not interfere with Hotel operations, guest experience, or the activities of Hotel employees, and shall conduct themselves in a professional and courteous manner at all times while on the Property. Seller's access shall be limited to the specific areas and purposes reasonably necessary to perform its transition obligations under this Agreement, and Seller's personnel shall not enter guest rooms, restricted areas, or back-of-house areas without prior authorization from Buyer or Buyer's Manager.
Section 8.2 — Removal of Seller's Property
Seller shall remove any personal property of Seller or Saltaire Management located at the Hotel that does not constitute transferred personal property under the Bill of Sale executed at the Closing within fifteen (15) days after the Closing Date. Such personal property may include, without limitation, proprietary software equipment, personal effects of Seller's or Saltaire Management's personnel, corporate records unrelated to the Hotel, and any items that were expressly excluded from the transaction pursuant to the PSA.
Any items of Seller's personal property that remain on the Property after the expiration of such fifteen (15)-day period shall be deemed abandoned by Seller and may be disposed of, discarded, or retained by Buyer at Buyer's option and at Seller's sole cost and expense, including the costs of removal, storage, and disposal. Seller hereby waives any claim or right with respect to any such abandoned items.
ARTICLE IX — CONFIDENTIALITY
Section 9.1 — Confidential Information
Each Party shall maintain the confidentiality of all non-public, proprietary, or confidential information received from the other Party in connection with this Agreement or the transactions contemplated hereby, including without limitation Guest Data, financial records and operating statements, employee information, compensation data, vendor pricing and contract terms, operational procedures, strategic plans, and any other information that is designated as confidential or that a reasonable person would understand to be confidential based on its nature and the circumstances of disclosure (collectively, "Confidential Information"). Each Party shall use Confidential Information solely for the purpose of performing its obligations and exercising its rights under this Agreement, and shall not disclose Confidential Information to any third party except (a) to such Party's members, managers, officers, employees, agents, advisors, attorneys, accountants, lenders, and consultants who have a need to know and who are bound by confidentiality obligations at least as restrictive as those set forth herein, and (b) as otherwise permitted by this Article IX.
The confidentiality obligations set forth in this Section 9.1 shall survive the expiration of the Transition Period for a period of two (2) years following the date of expiration or termination of this Agreement.
Section 9.2 — Exceptions
The confidentiality obligations set forth in Section 9.1 shall not apply to information that:
(a) Is or becomes generally available to the public other than as a result of a breach of this Agreement by the receiving Party;
(b) Was in the receiving Party's possession prior to disclosure by the disclosing Party, as evidenced by the receiving Party's written records, and was not subject to any obligation of confidentiality at the time of receipt;
(c) Was independently developed by the receiving Party without use of or reference to the disclosing Party's Confidential Information, as evidenced by the receiving Party's written records;
(d) Is received by the receiving Party from a third party that is not, to the receiving Party's knowledge, subject to any obligation of confidentiality to the disclosing Party with respect to such information; or
(e) Is required to be disclosed by applicable law, regulation, governmental order, subpoena, or court order, or by the rules of any stock exchange or regulatory body; provided, however, that the receiving Party shall, to the extent legally permitted, provide the disclosing Party with prompt written notice of such requirement prior to disclosure so that the disclosing Party may seek a protective order or other appropriate remedy.
ARTICLE X — INDEMNIFICATION
Section 10.1 — Seller's Indemnification of Buyer
Seller shall indemnify, defend, and hold harmless Buyer, PCG Delray Hotel LLC, Pellegrino Capital Group LLC, and each of their respective members, managers, officers, directors, employees, agents, successors, and assigns (collectively, the "Buyer Indemnified Parties") from and against any and all losses, claims, damages, liabilities, judgments, penalties, fines, costs, and expenses (including reasonable attorneys' fees, expert witness fees, and costs of investigation and litigation) (collectively, "Losses") arising out of, resulting from, or relating to:
(a) Any breach by Seller or Saltaire Management of any obligation, representation, warranty, or covenant under this Agreement;
(b) Any act, omission, negligence, or willful misconduct of any member of Seller's Transition Team or any other personnel, agent, or contractor of Seller or Saltaire Management while on the Property during the Transition Period, except to the extent such Losses are caused by or result from the negligence or willful misconduct of any Buyer Indemnified Party;
(c) Any pre-closing employment-related liabilities, including without limitation unpaid wages, salaries, bonuses, commissions, overtime pay, accrued vacation or PTO payouts, employee benefits, workers' compensation claims, employment discrimination claims, and WARN Act obligations, in each case attributable to the period prior to the Closing Date or to actions of Seller or Saltaire Management; and
(d) Seller's or Saltaire Management's failure to timely wind down, cease use of, or cancel or transfer the Trade Name as provided in Article VII of this Agreement, including any claims of trademark infringement, unfair competition, or consumer confusion arising therefrom.
Section 10.2 — Buyer's Indemnification of Seller
Buyer shall indemnify, defend, and hold harmless Seller, Saltaire Hospitality Holdings LLC, Saltaire Management Co. LLC, and each of their respective members, managers, officers, directors, employees, agents, successors, and assigns (collectively, the "Seller Indemnified Parties") from and against any and all Losses arising out of, resulting from, or relating to:
(a) Any breach by Buyer of any obligation, representation, warranty, or covenant under this Agreement;
(b) The ownership, management, operation, maintenance, or condition of the Hotel from and after the Closing Date, including without limitation any guest claims, personal injury claims, property damage claims, or regulatory violations, except to the extent such Losses are caused by or result from the negligence, willful misconduct, or breach of this Agreement by any Seller Indemnified Party; and
(c) Any post-closing employment-related liabilities attributable to Buyer or Buyer's Manager, including without limitation any claims arising out of Buyer's or Buyer's Manager's employment decisions, termination decisions, or employment practices with respect to the Transferred Employees or any other employees of the Hotel from and after the Closing Date.
Section 10.3 — Indemnification Procedures
A Party seeking indemnification under this Article X (the "Indemnified Party") shall provide the Party from whom indemnification is sought (the "Indemnifying Party") with prompt written notice of any claim, demand, action, proceeding, or investigation for which indemnification is sought (a "Claim"), specifying in reasonable detail the nature of the Claim, the facts and circumstances giving rise to the Claim, and the estimated amount of Losses (to the extent then known or reasonably estimable). The failure of the Indemnified Party to provide timely notice shall not relieve the Indemnifying Party of its indemnification obligations, except to the extent the Indemnifying Party is materially prejudiced by such failure.
Upon receipt of a notice of Claim involving 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 with counsel reasonably satisfactory to the Indemnified Party, provided that the Indemnifying Party shall not settle or compromise any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned, or delayed) if such settlement would (i) impose any liability, obligation, or restriction on the Indemnified Party, (ii) not include a full and unconditional release of the Indemnified Party, or (iii) involve any admission of liability or wrongdoing by the Indemnified Party. The Indemnified Party shall cooperate in good faith with the Indemnifying Party in the defense of any third-party claim, including providing access to relevant records and making its personnel available for testimony or consultation.
The indemnification obligations set forth in this Article X shall survive the expiration of the Transition Period for a period of twelve (12) months following the expiration or termination of this Agreement; provided, however, that indemnification obligations with respect to Losses arising from fraud or willful misconduct shall survive for a period of twenty-four (24) months following such expiration or termination. Any Claim for which proper notice has been given within the applicable survival period shall continue to be subject to indemnification notwithstanding the subsequent expiration of such period.
Section 10.4 — Limitation of Liability
Except in the case of fraud, willful misconduct, or gross negligence, neither Party shall be liable to the other Party for any consequential, incidental, special, punitive, or speculative damages, including lost profits, loss of business opportunity, or diminution of value, arising out of or in connection with this Agreement, whether based on contract, tort, strict liability, or any other theory of liability.
The aggregate liability of Seller under this Article X shall not exceed One Million and 00/100 Dollars ($1,000,000.00), except that no cap on liability shall apply with respect to Losses arising from fraud or willful misconduct by Seller or Saltaire Management.
ARTICLE XI — REPRESENTATIONS AND WARRANTIES
Section 11.1 — Seller's Representations and Warranties
Seller and Saltaire Management hereby represent and warrant to Buyer as follows, as of the Closing Date:
(a) Organization and Good Standing. Seller 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 do business in the State of Florida. Saltaire Management 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 do business in the State of Florida. Each of Seller and Saltaire Management has all requisite power and authority to own, lease, and operate its properties and to carry on its business as presently conducted.
(b) Authorization. The execution, delivery, and performance of this Agreement by Seller and Saltaire Management have been duly authorized by all necessary action on the part of Seller and Saltaire Management, including all requisite member or manager consents. The members of Seller are Nathaniel "Nate" Whitford, Managing Member, holding a sixty percent (60%) membership interest, and Elaine Chastain-Park, Member, holding a forty percent (40%) membership interest, and both such members have authorized the execution and delivery of this Agreement. This Agreement constitutes the legal, valid, and binding obligation of Seller and Saltaire Management, enforceable against each of them 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.
(c) Accuracy of Information. The employee roster to be delivered pursuant to Section 6.2 and the Advance Reservations schedule to be delivered pursuant to Section 4.3 are and will be accurate and complete in all material respects as of the date of delivery. The financial records to be delivered pursuant to Section 3.4 are and will be prepared in accordance with Saltaire Management's customary accounting practices and will present fairly, in all material respects, the financial position and results of operations of the Hotel for the periods covered.
(d) No Pending or Threatened Claims. Except as heretofore disclosed to Buyer in writing, there are no pending or, to the actual knowledge of Seller, threatened claims, actions, suits, proceedings, investigations, or grievances (including labor or employment-related matters) relating to the Hotel, its employees, or its operations that would materially affect the Hotel's operations or Buyer's ability to operate the Hotel.
(e) Trade Name Registration. Seller has full right, power, and authority to cancel or transfer the Florida Fictitious Name Registration No. G19000042817 ("The Marisol — A Saltaire Hotel") as contemplated by this Agreement, and no consent of any third party is required in connection therewith.
Section 11.2 — Buyer's Representations and Warranties
Buyer hereby represents and warrants to Seller as follows, as of the Closing Date:
(a) Organization and Good Standing. Buyer is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Florida. The sole member of Buyer is Pellegrino Capital Group LLC, a Florida limited liability company. Buyer has all requisite power and authority to own, lease, and operate its properties and to carry on its business as presently conducted.
(b) Authorization. The execution, delivery, and performance of this Agreement by Buyer has been duly authorized by all necessary action on the part of Buyer, including all requisite member or manager consents. This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer 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.
(c) Financial Capacity. Buyer has the financial capacity and resources necessary to fulfill its obligations under this Agreement, including the payment of any costs, fees, and expenses for which Buyer is responsible hereunder.
ARTICLE XII — INSURANCE
Section 12.1 — Buyer's Insurance
From and after the Closing Date, Buyer shall maintain, at its sole cost and expense, property and casualty insurance coverage on the Hotel in amounts and with carriers consistent with commercially reasonable standards for comparable boutique hotel properties in South Florida. Such coverage shall include, at a minimum, commercial general liability insurance with limits of not less than Five Million and 00/100 Dollars ($5,000,000.00) per occurrence and Ten Million and 00/100 Dollars ($10,000,000.00) in the aggregate, property and casualty insurance (including windstorm and named storm coverage) with coverage amounts sufficient to cover the full replacement cost of the improvements, and flood insurance in compliance with the National Flood Insurance Program requirements, noting that the Property is located in FEMA Flood Zone AE as reflected on FEMA Flood Insurance Rate Map (FIRM) Panel 12099C0826J, effective as of the most recent map revision date. Buyer's insurance is brokered through Harborview Risk Advisors LLC, with coverage currently bound through Atlantic Keystone Insurance Company or such other carrier as Buyer may select from time to time.
During the Transition Period, Buyer shall add Seller and Saltaire Management as additional insureds on Buyer's commercial general liability insurance policy to the extent Seller's Transition Team personnel are present on the Property in the course of performing their obligations under this Agreement. Buyer shall provide Seller with a certificate of insurance evidencing such additional insured status within ten (10) business days of the Closing Date.
Section 12.2 — Seller's Insurance
During the Transition Period, Seller shall maintain, at its sole cost and expense, commercial general liability insurance with limits of not less than Two Million and 00/100 Dollars ($2,000,000.00) per occurrence and Four Million and 00/100 Dollars ($4,000,000.00) in the aggregate, and workers' compensation insurance as required by Florida law (Fla. Stat. Chapter 440), in each case covering Seller's Transition Team personnel and any other Seller or Saltaire Management employees, agents, or contractors who may enter the Property in connection with this Agreement.
Seller shall provide Buyer with certificates of insurance evidencing such coverage, including workers' compensation coverage, within five (5) business days of the Closing Date. Such certificates shall name Buyer, PCG Delray Hotel LLC, and Pellegrino Capital Group LLC as certificate holders and, with respect to the commercial general liability policy, as additional insureds.
ARTICLE XIII — DISPUTE RESOLUTION
Section 13.1 — Negotiation
Any dispute, controversy, or claim arising out of or relating to this Agreement, including any dispute regarding its existence, validity, interpretation, performance, breach, or termination, shall first be submitted to good-faith negotiation between the Parties' designated representatives. The designated representative for Buyer shall be Veronica Suárez-Pellegrino, General Counsel of Pellegrino Capital Group LLC, and the designated representative for Seller shall be Nathaniel Whitford, Managing Member of Saltaire Hospitality Holdings LLC. The Parties shall endeavor to resolve any such dispute through direct negotiation for a period of fifteen (15) days following written notice from one Party to the other identifying the dispute and requesting negotiation. During such negotiation period, the Parties shall continue to perform their respective obligations under this Agreement to the extent not directly affected by the dispute.
Section 13.2 — Mediation
If the dispute is not resolved through good-faith negotiation within the fifteen (15)-day period specified in Section 13.1, either Party may submit the dispute to non-binding mediation. Such mediation shall be conducted in Palm Beach County, Florida, before a mediator mutually agreed upon by the Parties or, if the Parties are unable to agree upon a mediator within ten (10) days after a written request for mediation, before a mediator appointed by the American Arbitration Association in accordance with its Commercial Mediation Procedures. Each Party shall bear its own costs and expenses in connection with the mediation, and the Parties shall share equally the mediator's fees and expenses.
Section 13.3 — Litigation
If the dispute is not resolved through mediation within forty-five (45) days after the submission of the dispute to mediation (or such longer period as the Parties may agree), either Party may pursue all available remedies at law or in equity in any court of competent jurisdiction located in Palm Beach County, Florida. Each Party hereby consents to the personal jurisdiction and venue of the state and federal courts located in Palm Beach County, Florida, for purposes of any litigation arising out of or relating to this Agreement, and waives any objection to such jurisdiction or venue, including any objection based on inconvenient forum.
The prevailing Party in any litigation arising out of or relating to this Agreement shall be entitled to recover its reasonable attorneys' fees, costs, and expenses (including fees and costs incurred at the trial and appellate levels) from the non-prevailing Party, in addition to any other relief to which it may be entitled.
ARTICLE XIV — MISCELLANEOUS
Section 14.1 — Governing Law
This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Florida, without regard to any conflicts-of-law principles that would require the application of the laws of any other jurisdiction.
Section 14.2 — Entire Agreement
This Agreement, together with the PSA and the other closing documents executed and delivered in connection with the Closing (including the Special Warranty Deed, the Bill of Sale, the Assignment and Assumption of Contracts, the Assignment and Assumption of Intangible Property, and the related instruments), constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, representations, understandings, and agreements, whether oral or written, relating to such subject matter. No Party has relied on any representation, promise, or inducement not set forth in this Agreement.
Section 14.3 — Amendments and Waivers
No amendment, modification, or supplement to this Agreement shall be effective unless it is in writing and signed by authorized representatives of both Parties. No waiver of any term, condition, or provision of this Agreement shall be effective unless it is in writing and signed by the Party against whom such waiver is to be enforced. No failure or delay by either Party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.
Section 14.4 — Notices
All notices, demands, requests, consents, approvals, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when (a) delivered personally, (b) sent by nationally recognized overnight courier service (such as Severin Partners LLC or Halcyon Partners LLC) with delivery confirmation, (c) sent by United States certified or registered mail, return receipt requested, postage prepaid, or (d) sent by electronic mail (with confirmation of receipt or delivery confirmation), in each case addressed as

POST-CLOSING TRANSITION AGREEMENT

RECITALS

Record

Parties

Dates

Amounts