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CONFIDENTIAL — ATTORNEY WORK PRODUCT

ASSIGNMENT OF MEMBERSHIP INTERESTS

Meridian Shores Hospitality LLC Costa Luma Resort Holdings LLC Azulia Beach Club LLC

December 15, 2025

Delivered Pursuant to the Membership Interest Purchase Agreement Dated December 15, 2025 (the "MIPA")

Calderwood & Harkness LLP Matter No. 1027-00005

ASSIGNMENT OF MEMBERSHIP INTERESTS

INTRODUCTORY RECITALS

THIS ASSIGNMENT OF MEMBERSHIP INTERESTS (this "Assignment"), dated as of December 15, 2025, is made and entered into by and between:

ASSIGNOR:

Salvatore A. Pellegrino, an individual resident of the State of Florida, acting individually and through Pellegrino Capital Group LLC, a Florida limited liability company (EIN 65-1238074), having its principal offices at 2400 Salzedo Street, Suite 1200, Coral Gables, Florida 33134 (collectively, the "Assignor");

and

ASSIGNEE:

Cornerstone Fiduciary Services, Inc., a Florida corporation duly licensed as a trust company under the laws of the State of Florida (Florida Trust Company License No. FTC-2014-00287), acting in its capacity as Independent Trustee of The Salvatore A. Pellegrino 2025 Family Trust, a Florida irrevocable trust (the "2025 IDGT" or the "Trust"), with offices at 200 West Forsyth Street, Suite 1500, Jacksonville, Florida 32202; principal contact: Helena R. Matsuda, Senior Trust Officer (the "Assignee" or the "Trustee").

Assignor and Assignee are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS. WHEREAS, the Trust was established on November 10, 2025, by Salvatore A. Pellegrino, as Grantor, pursuant to that certain trust agreement of the same date, and the Trust is structured and intended to qualify as an intentionally defective grantor trust for federal income tax purposes under Sections 671 through 679 of the Internal Revenue Code of 1986, as amended (the "Code");

WHEREAS, Cornerstone Fiduciary Services, Inc. serves as Independent Trustee of the Trust, with full power and authority under the Trust Agreement to acquire, hold, manage, and dispose of property on behalf of the Trust, and to execute and deliver all instruments and documents that the Trustee, in its sole and absolute discretion, determines are necessary or appropriate in furtherance of the purposes of the Trust;

WHEREAS, Assignor is the sole legal and beneficial owner of certain membership interests in three Florida limited liability companies, namely: (i) Meridian Shores Hospitality LLC, a Florida limited liability company (EIN 59-4021867); (ii) Costa Luma Resort Holdings LLC, a Florida limited liability company (EIN 59-4173920); and (iii) Azulia Beach Club LLC, a Florida limited liability company (EIN 59-4285413) (each, a "Company" and collectively, the "Companies"), and holds such interests through Pellegrino Capital Group LLC in its capacity as managing member of each respective Company;

WHEREAS, Assignor and Assignee entered into that certain Membership Interest Purchase Agreement dated December 15, 2025 (the "MIPA"), pursuant to which Assignor agreed to sell, transfer, assign, and convey to Assignee, and Assignee agreed to purchase and accept from Assignor, certain membership interests in each of the three Companies for an aggregate purchase price of Forty Million Dollars ($40,000,000) (the "Aggregate Purchase Price");

WHEREAS, the Aggregate Purchase Price is payable pursuant to that certain Secured Promissory Note of even date herewith in the original principal amount of Forty Million Dollars ($40,000,000), bearing interest at the rate of 4.40% per annum (the September 2025 mid-term applicable federal rate published by the Internal Revenue Service under Section 1274(d) of the Code, with annual compounding), with a nine (9)-year term maturing on December 15, 2034 (the "Note");

WHEREAS, the membership interests being assigned and transferred hereunder are pledged as collateral security for the obligations under the Note, pursuant to that certain Pledge and Security Agreement of even date herewith (the "Pledge Agreement"), by and between Assignee, as pledgor, and Assignor, as secured party;

WHEREAS, the fair market values of the membership interests have been determined by reference to that certain qualified appraisal report prepared by Hargrove & Lindquist LLP, dated November 3, 2025, authored by Dennis W. Hargrove, ASA, CFA, Managing Director (the "Appraisal"), which applied a combined twenty percent (20%) discount for lack of marketability and lack of control to each of the three membership interests, resulting in post-discount fair market values aggregating to the Aggregate Purchase Price;

WHEREAS, these assignments are delivered at the closing of the transactions contemplated by the MIPA as closing deliverables required under Section 7.2 of the MIPA; and

WHEREAS, for the administrative convenience of the Parties and their respective counsel, the three separate assignments of membership interests are presented together in this single instrument; provided, however, that each assignment set forth herein (designated as Assignment No. 1, Assignment No. 2, and Assignment No. 3, respectively) constitutes a separate and independent instrument, and the validity, enforceability, and effect of any one assignment shall not be dependent upon or affected by the validity, enforceability, or effect of any other assignment contained herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in the MIPA, the Note, and the other Transaction Documents (as defined in the MIPA), and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ASSIGNMENT NO. 1

ASSIGNMENT OF 92% CLASS A MEMBERSHIP INTEREST IN MERIDIAN SHORES HOSPITALITY LLC

This Assignment No. 1 (this "Assignment No. 1") is one of the three assignments of membership interests delivered on the date hereof pursuant to the MIPA and the Introductory Recitals set forth above, which Recitals are hereby incorporated by reference into this Assignment No. 1 as if fully set forth herein.

Section 1. Assigned Interest.

Assignor hereby irrevocably assigns, transfers, conveys, sets over, and delivers to Assignee, and Assignee's successors and assigns, all of Assignor's right, title, and interest in, to, and under a ninety-two percent (92%) Class A membership interest (the "Meridian Shores Interest") in Meridian Shores Hospitality LLC, a Florida limited liability company organized under the laws of the State of Florida (EIN 59-4021867) (the "Company"), having its principal place of business at 4500 Gulf Shore Boulevard, Naples, Florida 34102.

The Meridian Shores Interest constitutes ninety-two percent (92%) of the outstanding Class A membership interests of the Company, representing ninety-two percent (92%) of all voting rights and ninety-two percent (92%) of all economic rights (including, without limitation, rights to allocations of income, gain, loss, deduction, and credit, and rights to distributions of cash and other property) attributable to the Class A membership units of the Company. As of the date hereof, Salvatore A. Pellegrino holds the Meridian Shores Interest through Pellegrino Capital Group LLC in its capacity as managing member of the Company.

The assignment, transfer, and conveyance effected hereby includes, without limitation, all of Assignor's right, title, and interest in and to: (a) all capital account balances attributable to the Meridian Shores Interest; (b) all rights to receive distributions of cash or other property from the Company, whether or not declared as of the date hereof; (c) all rights to allocations of income, gain, loss, deduction, and credit of the Company; (d) all voting and governance rights attributable to the Meridian Shores Interest; and (e) all other rights, benefits, and privileges of any kind or nature arising from or related to the Meridian Shores Interest, whether now existing or hereafter arising.

Section 2. Consideration.

This assignment is made pursuant to and in consideration of the obligations and covenants of Assignee set forth in the MIPA dated December 15, 2025, and, in particular, the Assignee's obligation to pay the portion of the Aggregate Purchase Price attributable to the Meridian Shores Interest.

The post-discount fair market value attributable to the Meridian Shores Interest is Seventeen Million Nine Hundred Twenty Thousand Dollars ($17,920,000). Such value represents the pre-discount fair market value of the Meridian Shores Interest, determined to be Twenty-Two Million Four Hundred Thousand Dollars ($22,400,000), less a combined discount of twenty percent (20%) for lack of marketability and lack of control (the "Combined discount"), as determined and supported by the qualified appraisal prepared by Hargrove & Lindquist LLP, dated November 3, 2025, under the direction of Dennis W. Hargrove, ASA, CFA, Managing Director. The amount of the Combined discount applied to the Meridian Shores Interest is Four Million Four Hundred Eighty Thousand Dollars ($4,480,000).

The consideration for this assignment consists of a portion of the aggregate Forty Million Dollars ($40,000,000) Secured Promissory Note issued by Assignee to Assignor on the date hereof, with the portion of the Note allocable to the Meridian Shores Interest being $17,920,000 of the original principal amount thereof.

Section 3. Effective Date.

This Assignment No. 1 is effective as of December 15, 2025 (the "Closing Date"), as such term is defined in Section 7.1 of the MIPA. As of the Closing Date, all right, title, and interest in and to the Meridian Shores Interest shall vest in Assignee, and Assignor shall have no further right, title, or interest in or to the Meridian Shores Interest, except as may arise under the Pledge Agreement or as otherwise expressly provided in the Transaction Documents.

Section 4. Representations of Assignor.

Assignor hereby represents and warrants to Assignee as follows, as of the Closing Date:

(a) Ownership. Assignor is the sole legal and beneficial owner of the Meridian Shores Interest. No other person or entity has any right, title, or interest in or to the Meridian Shores Interest, or any portion thereof, or any right to acquire any interest therein.

(b) Free and Clear. The Meridian Shores Interest is free and clear of all liens, encumbrances, pledges, security interests, options, claims, charges, restrictions on transfer, and other adverse interests or rights of any nature whatsoever (collectively, "Liens"), except for (i) any Liens that will arise under the Pledge and Security Agreement of even date herewith and (ii) any restrictions on transfer set forth in the operating agreement of the Company.

(c) Authority. Assignor has full legal right, power, and authority to execute and deliver this Assignment No. 1 and to perform all of Assignor's obligations hereunder. The execution and delivery of this Assignment No. 1 by Assignor does not and will not (i) violate any provision of law, rule, or regulation applicable to Assignor, (ii) conflict with or result in a breach of any agreement or instrument to which Assignor is a party or by which Assignor or the Meridian Shores Interest is bound, or (iii) require any authorization, consent, approval, exemption, or other action by or notice to any court, governmental authority, or other person, other than consents already obtained and delivered at or prior to the closing.

(d) Consents. No consent, approval, authorization, order, registration, filing, or qualification of or with any court, governmental agency, regulatory authority, or any other third party is required to be obtained or made by Assignor in connection with the execution, delivery, or performance of this Assignment No. 1, other than such consents as have been duly obtained and delivered at or prior to the closing and are in full force and effect as of the Closing Date.

(e) Enforceability. This Assignment No. 1, when executed and delivered, constitutes the valid and legally binding obligation of Assignor, enforceable against Assignor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and similar laws of general applicability relating to or affecting creditors' rights generally and to general equity principles.

Section 5. Acceptance by Assignee.

Assignee, in its capacity as Independent Trustee of The Salvatore A. Pellegrino 2025 Family Trust, hereby accepts the assignment, transfer, and conveyance of the Meridian Shores Interest as set forth in Section 1 of this Assignment No. 1, and agrees to hold the Meridian Shores Interest as an asset of the Trust, subject to the terms and conditions of the Trust Agreement dated November 10, 2025, and applicable law.

Assignee hereby acknowledges and agrees that the Meridian Shores Interest acquired hereby is subject to the terms and conditions of the Amended and Restated Operating Agreement of Meridian Shores Hospitality LLC, effective as of December 15, 2025 (as may be further amended, restated, supplemented, or otherwise modified from time to time, the "Meridian Shores Operating Agreement"), and Assignee agrees to be bound by all of the terms and provisions thereof applicable to a holder of Class A membership interests.

Assignee further acknowledges and agrees that the Meridian Shores Interest is pledged as collateral security pursuant to the Pledge and Security Agreement of even date herewith, and that the Meridian Shores Interest is subject to the terms, conditions, and restrictions set forth therein.

Section 6. Further Assurances.

Each of the Parties hereby covenants and agrees to execute and deliver, or cause to be executed and delivered, such additional instruments, documents, certificates, and agreements, and to take such further actions, as may be reasonably necessary or appropriate to effectuate the purposes and intent of this Assignment No. 1 and to carry out the transactions contemplated hereby, including, without limitation: (a) updating the books, records, and registers of Meridian Shores Hospitality LLC to reflect Assignee as the holder of the Meridian Shores Interest; (b) filing or recording any documents necessary to perfect the transfer of the Meridian Shores Interest; and (c) providing such notices to the Company, its members, and any other relevant parties as may be required under the Meridian Shores Operating Agreement or applicable law.

Section 7. Governing Law.

This Assignment No. 1 shall be governed by, and construed and enforced in accordance with, the laws of the State of Florida, without giving effect to any choice of law or conflict of laws rules, provisions, or principles (whether of the State of Florida or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Florida.

Section 8. MIPA Controls.

This Assignment No. 1 is delivered pursuant to, and is subject to, the terms and conditions of the MIPA. In the event of any conflict, inconsistency, or ambiguity between the terms of this Assignment No. 1 and the terms of the MIPA, the terms of the MIPA shall govern and control in all respects. Nothing in this Assignment No. 1 shall be deemed to amend, modify, supplement, or supersede any provision of the MIPA, and all representations, warranties, covenants, agreements, and indemnification obligations set forth in the MIPA shall remain in full force and effect in accordance with their respective terms.

Section 9. Counterparts.

This Assignment No. 1 may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Assignment No. 1 by facsimile, electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document shall have the same effect as delivery of an original executed counterpart.

IN WITNESS WHEREOF, the Parties have executed this Assignment No. 1 as of the date first written above.

ASSIGNOR:

________________________________________

Salvatore A. Pellegrino, individually

Address: 2400 Salzedo Street, Suite 1200

Coral Gables, Florida 33134

PELLEGRINO CAPITAL GROUP LLC, a Florida limited liability company

By: ________

Name: Salvatore A. Pellegrino

Title: Managing Member

Address: 2400 Salzedo Street, Suite 1200

Coral Gables, Florida 33134

ASSIGNEE:

CORNERSTONE FIDUCIARY SERVICES, INC., a Florida corporation, as Independent Trustee of The Salvatore A. Pellegrino 2025 Family Trust

By: ________

Name: Helena R. Matsuda

Title: Senior Trust Officer

Address: 200 West Forsyth Street, Suite 1500

Jacksonville, Florida 32202

ASSIGNMENT NO. 2

ASSIGNMENT OF 100% MEMBERSHIP INTEREST IN COSTA LUMA RESORT HOLDINGS LLC

This Assignment No. 2 (this "Assignment No. 2") is one of the three assignments of membership interests delivered on the date hereof pursuant to the MIPA and the Introductory Recitals set forth above, which Recitals are hereby incorporated by reference into this Assignment No. 2 as if fully set forth herein.

Section 1. Assigned Interest.

Assignor hereby irrevocably assigns, transfers, conveys, sets over, and delivers to Assignee, and Assignee's successors and assigns, all of Assignor's right, title, and interest in, to, and under a one hundred percent (100%) membership interest (the "Costa Luma Interest") in Costa Luma Resort Holdings LLC, a Florida limited liability company organized under the laws of the State of Florida (EIN 59-4173920) (the "Company"), having its principal place of business at 81700 Overseas Highway, Islamorada, Florida 33036.

The Costa Luma Interest constitutes one hundred percent (100%) of all outstanding membership interests of the Company, representing one hundred percent (100%) of all voting rights and one hundred percent (100%) of all economic rights (including, without limitation, rights to allocations of income, gain, loss, deduction, and credit, and rights to distributions of cash and other property) of the Company. As of the date hereof, Salvatore A. Pellegrino holds the Costa Luma Interest through Pellegrino Capital Group LLC.

The assignment, transfer, and conveyance effected hereby includes, without limitation, all of Assignor's right, title, and interest in and to: (a) all capital account balances attributable to the Costa Luma Interest; (b) all rights to receive distributions of cash or other property from the Company, whether or not declared as of the date hereof; (c) all rights to allocations of income, gain, loss, deduction, and credit of the Company; (d) all voting and governance rights attributable to the Costa Luma Interest; and (e) all other rights, benefits, and privileges of any kind or nature arising from or related to the Costa Luma Interest, whether now existing or hereafter arising.

Section 2. Consideration.

The post-discount fair market value attributable to the Costa Luma Interest is Fourteen Million Eight Hundred Thousand Dollars ($14,800,000). Such value represents the pre-discount fair market value of the Costa Luma Interest, determined to be Eighteen Million Five Hundred Thousand Dollars ($18,500,000), less a combined discount of twenty percent (20%) for lack of marketability and lack of control, as determined and supported by the qualified appraisal prepared by Hargrove & Lindquist LLP, dated November 3, 2025, under the direction of Dennis W. Hargrove, ASA, CFA, Managing Director. The amount of the Combined discount applied to the Costa Luma Interest is Three Million Seven Hundred Thousand Dollars ($3,700,000).

The consideration for this assignment consists of a portion of the aggregate Forty Million Dollars ($40,000,000) Secured Promissory Note issued by Assignee to Assignor on the date hereof, with the portion of the Note allocable to the Costa Luma Interest being $14,800,000 of the original principal amount thereof.

Section 3. Effective Date.

This Assignment No. 2 is effective as of December 15, 2025 (the "Closing Date"), as such term is defined in Section 7.1 of the MIPA. As of the Closing Date, all right, title, and interest in and to the Costa Luma Interest shall vest in Assignee, and Assignor shall have no further right, title, or interest in or to the Costa Luma Interest, except as may arise under the Pledge Agreement or as otherwise expressly provided in the Transaction Documents.

Section 4. Representations of Assignor.

Assignor hereby represents and warrants to Assignee as follows, as of the Closing Date:

(a) Ownership. Assignor is the sole legal and beneficial owner of the Costa Luma Interest, constituting one hundred percent (100%) of all outstanding membership interests of the Company. No other person or entity has any right, title, or interest in or to the Costa Luma Interest, or any portion thereof, or any right to acquire any interest therein.

(b) Free and Clear. The Costa Luma Interest is free and clear of all Liens (as defined in Assignment No. 1 above), except for (i) any Liens that will arise under the Pledge and Security Agreement of even date herewith and (ii) any restrictions on transfer set forth in the operating agreement of the Company.

(c) Authority. Assignor has full legal right, power, and authority to execute and deliver this Assignment No. 2 and to perform all of Assignor's obligations hereunder. The execution and delivery of this Assignment No. 2 by Assignor does not and will not (i) violate any provision of law, rule, or regulation applicable to Assignor, (ii) conflict with or result in a breach of any agreement or instrument to which Assignor is a party or by which Assignor or the Costa Luma Interest is bound, or (iii) require any authorization, consent, approval, exemption, or other action by or notice to any court, governmental authority, or other person, other than consents already obtained and delivered at or prior to the closing.

(d) Consents. No consent, approval, authorization, order, registration, filing, or qualification of or with any court, governmental agency, regulatory authority, or any other third party is required to be obtained or made by Assignor in connection with the execution, delivery, or performance of this Assignment No. 2, other than such consents as have been duly obtained and delivered at or prior to the closing and are in full force and effect as of the Closing Date.

(e) Enforceability. This Assignment No. 2, when executed and delivered, constitutes the valid and legally binding obligation of Assignor, enforceable against Assignor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and similar laws of general applicability relating to or affecting creditors' rights generally and to general equity principles.

Section 5. Acceptance by Assignee.

Assignee, in its capacity as Independent Trustee of The Salvatore A. Pellegrino 2025 Family Trust, hereby accepts the assignment, transfer, and conveyance of the Costa Luma Interest as set forth in Section 1 of this Assignment No. 2, and agrees to hold the Costa Luma Interest as an asset of the Trust, subject to the terms and conditions of the Trust Agreement dated November 10, 2025, and applicable law.

Assignee hereby acknowledges and agrees that the Costa Luma Interest acquired hereby is subject to the terms and conditions of the operating agreement of Costa Luma Resort Holdings LLC (as may be amended, restated, supplemented, or otherwise modified from time to time, the "Costa Luma Operating Agreement"), and Assignee agrees to be bound by all of the terms and provisions thereof applicable to a holder of membership interests.

Assignee further acknowledges and agrees that the Costa Luma Interest is pledged as collateral security pursuant to the Pledge and Security Agreement of even date herewith, and that the Costa Luma Interest is subject to the terms, conditions, and restrictions set forth therein.

Section 6. Further Assurances.

Each of the Parties hereby covenants and agrees to execute and deliver, or cause to be executed and delivered, such additional instruments, documents, certificates, and agreements, and to take such further actions, as may be reasonably necessary or appropriate to effectuate the purposes and intent of this Assignment No. 2 and to carry out the transactions contemplated hereby, including, without limitation: (a) updating the books, records, and registers of Costa Luma Resort Holdings LLC to reflect Assignee as the holder of the Costa Luma Interest; (b) filing or recording any documents necessary to perfect the transfer of the Costa Luma Interest; and (c) providing such notices to the Company, its members, and any other relevant parties as may be required under the Costa Luma Operating Agreement or applicable law.

Section 7. Governing Law.

This Assignment No. 2 shall be governed by, and construed and enforced in accordance with, the laws of the State of Florida, without giving effect to any choice of law or conflict of laws rules, provisions, or principles (whether of the State of Florida or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Florida.

Section 8. MIPA Controls.

This Assignment No. 2 is delivered pursuant to, and is subject to, the terms and conditions of the MIPA. In the event of any conflict, inconsistency, or ambiguity between the terms of this Assignment No. 2 and the terms of the MIPA, the terms of the MIPA shall govern and control in all respects. Nothing in this Assignment No. 2 shall be deemed to amend, modify, supplement, or supersede any provision of the MIPA, and all representations, warranties, covenants, agreements, and indemnification obligations set forth in the MIPA shall remain in full force and effect in accordance with their respective terms.

Section 9. Counterparts.

This Assignment No. 2 may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Assignment No. 2 by facsimile, electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document shall have the same effect as delivery of an original executed counterpart.

IN WITNESS WHEREOF, the Parties have executed this Assignment No. 2 as of the date first written above.

ASSIGNOR:

________________________________________

Salvatore A. Pellegrino, individually

Address: 2400 Salzedo Street, Suite 1200

Coral Gables, Florida 33134

PELLEGRINO CAPITAL GROUP LLC, a Florida limited liability company

By: ________

Name: Salvatore A. Pellegrino

Title: Managing Member

Address: 2400 Salzedo Street, Suite 1200

Coral Gables, Florida 33134

ASSIGNEE:

CORNERSTONE FIDUCIARY SERVICES, INC., a Florida corporation, as Independent Trustee of The Salvatore A. Pellegrino 2025 Family Trust

By: ________

Name: Helena R. Matsuda

Title: Senior Trust Officer

Address: 200 West Forsyth Street, Suite 1500

Jacksonville, Florida 32202

ASSIGNMENT NO. 3

ASSIGNMENT OF 88% CLASS A MEMBERSHIP INTEREST IN AZULIA BEACH CLUB LLC

This Assignment No. 3 (this "Assignment No. 3") is one of the three assignments of membership interests delivered on the date hereof pursuant to the MIPA and the Introductory Recitals set forth above, which Recitals are hereby incorporated by reference into this Assignment No. 3 as if fully set forth herein.

Section 1. Assigned Interest.

Assignor hereby irrevocably assigns, transfers, conveys, sets over, and delivers to Assignee, and Assignee's successors and assigns, all of Assignor's right, title, and interest in, to, and under an eighty-eight percent (88%) Class A membership interest (the "Azulia Interest") in Azulia Beach Club LLC, a Florida limited liability company organized under the laws of the State of Florida (EIN 59-4285413) (the "Company"), having its principal place of business at 22 Baymont Drive, Clearwater Beach, Florida 33767.

The Azulia Interest constitutes eighty-eight percent (88%) of the outstanding Class A membership interests of the Company, representing eighty-eight percent (88%) of all voting rights and eighty-eight percent (88%) of all economic rights (including, without limitation, rights to allocations of income, gain, loss, deduction, and credit, and rights to distributions of cash and other property) attributable to the Class A membership units of the Company. As of the date hereof, Salvatore A. Pellegrino holds the Azulia Interest through Pellegrino Capital Group LLC.

The assignment, transfer, and conveyance effected hereby includes, without limitation, all of Assignor's right, title, and interest in and to: (a) all capital account balances attributable to the Azulia Interest; (b) all rights to receive distributions of cash or other property from the Company, whether or not declared as of the date hereof; (c) all rights to allocations of income, gain, loss, deduction, and credit of the Company; (d) all voting and governance rights attributable to the Azulia Interest; and (e) all other rights, benefits, and privileges of any kind or nature arising from or related to the Azulia Interest, whether now existing or hereafter arising.

Section 2. Consideration.

The post-discount fair market value attributable to the Azulia Interest is Seven Million Two Hundred Eighty Thousand Dollars ($7,280,000). Such value represents the pre-discount fair market value of the Azulia Interest, determined to be Nine Million One Hundred Thousand Dollars ($9,100,000), less a combined discount of twenty percent (20%) for lack of marketability and lack of control, as determined and supported by the qualified appraisal prepared by Hargrove & Lindquist LLP, dated November 3, 2025, under the direction of Dennis W. Hargrove, ASA, CFA, Managing Director. The amount of the Combined discount applied to the Azulia Interest is One Million Eight Hundred Twenty Thousand Dollars ($1,820,000).

The consideration for this assignment consists of a portion of the aggregate Forty Million Dollars ($40,000,000) Secured Promissory Note issued by Assignee to Assignor on the date hereof, with the portion of the Note allocable to the Azulia Interest being $7,280,000 of the original principal amount thereof.

Section 3. Effective Date.

This Assignment No. 3 is effective as of December 15, 2025 (the "Closing Date"), as such term is defined in Section 7.1 of the MIPA. As of the Closing Date, all right, title, and interest in and to the Azulia Interest shall vest in Assignee, and Assignor shall have no further right, title, or interest in or to the Azulia Interest, except as may arise under the Pledge Agreement or as otherwise expressly provided in the Transaction Documents.

Section 4. Representations of Assignor.

Assignor hereby represents and warrants to Assignee as follows, as of the Closing Date:

(a) Ownership. Assignor is the sole legal and beneficial owner of the Azulia Interest, constituting eighty-eight percent (88%) of the outstanding Class A membership interests of the Company. No other person or entity has any right, title, or interest in or to the Azulia Interest, or any portion thereof, or any right to acquire any interest therein.

(b) Free and Clear. The Azulia Interest is free and clear of all Liens (as defined in Assignment No. 1 above), except for (i) any Liens that will arise under the Pledge and Security Agreement of even date herewith and (ii) any restrictions on transfer set forth in the operating agreement of the Company.

(c) Authority. Assignor has full legal right, power, and authority to execute and deliver this Assignment No. 3 and to perform all of Assignor's obligations hereunder. The execution and delivery of this Assignment No. 3 by Assignor does not and will not (i) violate any provision of law, rule, or regulation applicable to Assignor, (ii) conflict with or result in a breach of any agreement or instrument to which Assignor is a party or by which Assignor or the Azulia Interest is bound, or (iii) require any authorization, consent, approval, exemption, or other action by or notice to any court, governmental authority, or other person, other than consents already obtained and delivered at or prior to the closing.

(d) Consents. No consent, approval, authorization, order, registration, filing, or qualification of or with any court, governmental agency, regulatory authority, or any other third party is required to be obtained or made by Assignor in connection with the execution, delivery, or performance of this Assignment No. 3, other than such consents as have been duly obtained and delivered at or prior to the closing and are in full force and effect as of the Closing Date.

(e) Enforceability. This Assignment No. 3, when executed and delivered, constitutes the valid and legally binding obligation of Assignor, enforceable against Assignor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and similar laws of general applicability relating to or affecting creditors' rights generally and to general equity principles.

Section 5. Acceptance by Assignee.

Assignee, in its capacity as Independent Trustee of The Salvatore A. Pellegrino 2025 Family Trust, hereby accepts the assignment, transfer, and conveyance of the Azulia Interest as set forth in Section 1 of this Assignment No. 3, and agrees to hold the Azulia Interest as an asset of the Trust, subject to the terms and conditions of the Trust Agreement dated November 10, 2025, and applicable law.

Assignee hereby acknowledges and agrees that the Azulia Interest acquired hereby is subject to the terms and conditions of the operating agreement of Azulia Beach Club LLC (as may be amended, restated, supplemented, or otherwise modified from time to time, the "Azulia Operating Agreement"), and Assignee agrees to be bound by all of the terms and provisions thereof applicable to a holder of Class A membership interests.

Assignee further acknowledges and agrees that the Azulia Interest is pledged as collateral security pursuant to the Pledge and Security Agreement of even date herewith, and that the Azulia Interest is subject to the terms, conditions, and restrictions set forth therein.

Section 6. Further Assurances.

Each of the Parties hereby covenants and agrees to execute and deliver, or cause to be executed and delivered, such additional instruments, documents, certificates, and agreements, and to take such further actions, as may be reasonably necessary or appropriate to effectuate the purposes and intent of this Assignment No. 3 and to carry out the transactions contemplated hereby, including, without limitation: (a) updating the books, records, and registers of Azulia Beach Club LLC to reflect Assignee as the holder of the Azulia Interest; (b) filing or recording any documents necessary to perfect the transfer of the Azulia Interest; and (c) providing such notices to the Company, its members, and any other relevant parties as may be required under the Azulia Operating Agreement or applicable law.

Section 7. Governing Law.

This Assignment No. 3 shall be governed by, and construed and enforced in accordance with, the laws of the State of Florida, without giving effect to any choice of law or conflict of laws rules, provisions, or principles (whether of the State of Florida or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Florida.

Section 8. MIPA Controls.

This Assignment No. 3 is delivered pursuant to, and is subject to, the terms and conditions of the MIPA. In the event of any conflict, inconsistency, or ambiguity between the terms of this Assignment No. 3 and the terms of the MIPA, the terms of the MIPA shall govern and control in all respects. Nothing in this Assignment No. 3 shall be deemed to amend, modify, supplement, or supersede any provision of the MIPA, and all representations, warranties, covenants, agreements, and indemnification obligations set forth in the MIPA shall remain in full force and effect in accordance with their respective terms.

Section 9. Counterparts.

This Assignment No. 3 may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Assignment No. 3 by facsimile, electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document shall have the same effect as delivery of an original executed counterpart.

IN WITNESS WHEREOF, the Parties have executed this Assignment No. 3 as of the date first written above.

ASSIGNOR:

________________________________________

Salvatore A. Pellegrino, individually

Address: 2400 Salzedo Street, Suite 1200

Coral Gables, Florida 33134

PELLEGRINO CAPITAL GROUP LLC, a Florida limited liability company

By: ________

Name: Salvatore A. Pellegrino

Title: Managing Member

Address: 2400 Salzedo Street, Suite 1200

Coral Gables, Florida 33134

ASSIGNEE:

CORNERSTONE FIDUCIARY SERVICES, INC., a Florida corporation, as Independent Trustee of The Salvatore A. Pellegrino 2025 Family Trust

By: ________

Name: Helena R. Matsuda

Title: Senior Trust Officer

Address: 200 West Forsyth Street, Suite 1500

Jacksonville, Florida 32202

SCHEDULE A

SUMMARY OF ASSIGNED INTERESTS

The following table summarizes the membership interests assigned pursuant to Assignment No. 1, Assignment No. 2, and Assignment No. 3 of this instrument, each effective as of December 15, 2025:

The fair market values set forth in this Schedule A, including the pre-discount fair market values and the twenty percent (20%) combined discount for lack of marketability ("DLOM") and lack of control ("DLOC") applied uniformly across all three entities, are based upon and supported by the qualified appraisal report prepared by Hargrove & Lindquist LLP, dated November 3, 2025 (the "Appraisal"). The Appraisal was prepared under the direction of Dennis W. Hargrove, ASA, CFA, Managing Director, and satisfies the requirements for a "qualified appraisal" within the meaning of Section 170(f)(11)(E) of the Internal Revenue Code of 1986, as amended, and Treasury Regulation Section 1.170A-17. The Combined discount reflects a blended discount derived from the application of both a discount for lack of marketability and a discount for lack of control, the methodologies for which are set forth in detail in the Appraisal.

The aggregate post-discount fair market value of all three membership interests ($40,000,000) equals the aggregate purchase price payable by Assignee to Assignor under the MIPA, and corresponds to the original principal amount of the Secured Promissory Note dated December 15, 2025.

SCHEDULE B

CROSS-REFERENCE TO TRANSACTION DOCUMENTS

The following documents were executed on or about December 15, 2025, in connection with the transactions contemplated by the Membership Interest Purchase Agreement and the assignments set forth in this instrument. Each document is incorporated herein by reference to the extent provided in the applicable assignment and the MIPA:

1. Membership Interest Purchase Agreement (MIPA), dated December 15, 2025, by and between Salvatore A. Pellegrino, individually and through Pellegrino Capital Group LLC, as Seller, and Cornerstone Fiduciary Services, Inc., as Independent Trustee of The Salvatore A. Pellegrino 2025 Family Trust, as Buyer.

2. Secured Promissory Note, dated December 15, 2025, in the original principal amount of Forty Million Dollars ($40,000,000), issued by Cornerstone Fiduciary Services, Inc., as Independent Trustee of The Salvatore A. Pellegrino 2025 Family Trust, as Maker, in favor of Salvatore A. Pellegrino, as Payee, bearing interest at 4.40% per annum (September 2025 mid-term AFR, annual compounding), with a nine (9)-year term maturing December 15, 2034.

3. Pledge and Security Agreement, dated December 15, 2025, by and between Cornerstone Fiduciary Services, Inc., as Independent Trustee of The Salvatore A. Pellegrino 2025 Family Trust, as Pledgor, and Salvatore A. Pellegrino, as Secured Party, pledging the membership interests in Meridian Shores Hospitality LLC, Costa Luma Resort Holdings LLC, and Azulia Beach Club LLC as collateral security for the obligations under the Secured Promissory Note.

4. Trust Agreement — The Salvatore A. Pellegrino 2025 Family Trust, dated November 10, 2025, established by Salvatore A. Pellegrino, as Grantor, with Cornerstone Fiduciary Services, Inc. serving as Independent Trustee, constituting an irrevocable trust intended to qualify as an intentionally defective grantor trust under Sections 671 through 679 of the Internal Revenue Code of 1986, as amended.

5. Seed Gift Assignment Agreement, dated November 10, 2025, by and between Salvatore A. Pellegrino, as Donor, and Cornerstone Fiduciary Services, Inc., as Independent Trustee of The Salvatore A. Pellegrino 2025 Family Trust, as Donee, evidencing the initial seed gift to the Trust.

6. Amended and Restated Operating Agreement — Meridian Shores Hospitality LLC, effective December 15, 2025, reflecting the admission of Cornerstone Fiduciary Services, Inc., as Independent Trustee of The Salvatore A. Pellegrino 2025 Family Trust, as a Class A member of Meridian Shores Hospitality LLC.

7. Qualified Appraisal Report — Hargrove & Lindquist LLP, dated November 3, 2025, prepared by Dennis W. Hargrove, ASA, CFA, Managing Director, determining the fair market value of the membership interests in Meridian Shores Hospitality LLC, Costa Luma Resort Holdings LLC, and Azulia Beach Club LLC, including the application of a combined twenty percent (20%) discount for lack of marketability and lack of control.

[End of Assignment of Membership Interests]

Assignment No.	Entity	EIN	Interest Assigned	Pre-discount FMV	Combined discount (20%)	Post-discount Value
1	Meridian Shores Hospitality LLC	59-4021867	92% Class A	$22,400,000	$4,480,000	$17,920,000
2	Costa Luma Resort Holdings LLC	59-4173920	100%	$18,500,000	$3,700,000	$14,800,000
3	Azulia Beach Club LLC	59-4285413	88% Class A	$9,100,000	$1,820,000	$7,280,000
Totals	$50,000,000	$10,000,000	$40,000,000

CONFIDENTIAL — ATTORNEY WORK PRODUCT
ASSIGNMENT OF MEMBERSHIP INTERESTS
Meridian Shores Hospitality LLC Costa Luma Resort Holdings LLC Azulia Beach Club LLC
December 15, 2025
Delivered Pursuant to the Membership Interest Purchase Agreement Dated December 15, 2025 (the "MIPA")
Calderwood & Harkness LLP Matter No. 1027-00005
ASSIGNMENT OF MEMBERSHIP INTERESTS
INTRODUCTORY RECITALS
THIS ASSIGNMENT OF MEMBERSHIP INTERESTS (this "Assignment"), dated as of December 15, 2025, is made and entered into by and between:
ASSIGNOR:
Salvatore A. Pellegrino, an individual resident of the State of Florida, acting individually and through Pellegrino Capital Group LLC, a Florida limited liability company (EIN 65-1238074), having its principal offices at 2400 Salzedo Street, Suite 1200, Coral Gables, Florida 33134 (collectively, the "Assignor");
and
ASSIGNEE:
Cornerstone Fiduciary Services, Inc., a Florida corporation duly licensed as a trust company under the laws of the State of Florida (Florida Trust Company License No. FTC-2014-00287), acting in its capacity as Independent Trustee of The Salvatore A. Pellegrino 2025 Family Trust, a Florida irrevocable trust (the "2025 IDGT" or the "Trust"), with offices at 200 West Forsyth Street, Suite 1500, Jacksonville, Florida 32202; principal contact: Helena R. Matsuda, Senior Trust Officer (the "Assignee" or the "Trustee").
Assignor and Assignee are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS. WHEREAS, the Trust was established on November 10, 2025, by Salvatore A. Pellegrino, as Grantor, pursuant to that certain trust agreement of the same date, and the Trust is structured and intended to qualify as an intentionally defective grantor trust for federal income tax purposes under Sections 671 through 679 of the Internal Revenue Code of 1986, as amended (the "Code");
WHEREAS, Cornerstone Fiduciary Services, Inc. serves as Independent Trustee of the Trust, with full power and authority under the Trust Agreement to acquire, hold, manage, and dispose of property on behalf of the Trust, and to execute and deliver all instruments and documents that the Trustee, in its sole and absolute discretion, determines are necessary or appropriate in furtherance of the purposes of the Trust;
WHEREAS, Assignor is the sole legal and beneficial owner of certain membership interests in three Florida limited liability companies, namely: (i) Meridian Shores Hospitality LLC, a Florida limited liability company (EIN 59-4021867); (ii) Costa Luma Resort Holdings LLC, a Florida limited liability company (EIN 59-4173920); and (iii) Azulia Beach Club LLC, a Florida limited liability company (EIN 59-4285413) (each, a "Company" and collectively, the "Companies"), and holds such interests through Pellegrino Capital Group LLC in its capacity as managing member of each respective Company;
WHEREAS, Assignor and Assignee entered into that certain Membership Interest Purchase Agreement dated December 15, 2025 (the "MIPA"), pursuant to which Assignor agreed to sell, transfer, assign, and convey to Assignee, and Assignee agreed to purchase and accept from Assignor, certain membership interests in each of the three Companies for an aggregate purchase price of Forty Million Dollars ($40,000,000) (the "Aggregate Purchase Price");
WHEREAS, the Aggregate Purchase Price is payable pursuant to that certain Secured Promissory Note of even date herewith in the original principal amount of Forty Million Dollars ($40,000,000), bearing interest at the rate of 4.40% per annum (the September 2025 mid-term applicable federal rate published by the Internal Revenue Service under Section 1274(d) of the Code, with annual compounding), with a nine (9)-year term maturing on December 15, 2034 (the "Note");
WHEREAS, the membership interests being assigned and transferred hereunder are pledged as collateral security for the obligations under the Note, pursuant to that certain Pledge and Security Agreement of even date herewith (the "Pledge Agreement"), by and between Assignee, as pledgor, and Assignor, as secured party;
WHEREAS, the fair market values of the membership interests have been determined by reference to that certain qualified appraisal report prepared by Hargrove & Lindquist LLP, dated November 3, 2025, authored by Dennis W. Hargrove, ASA, CFA, Managing Director (the "Appraisal"), which applied a combined twenty percent (20%) discount for lack of marketability and lack of control to each of the three membership interests, resulting in post-discount fair market values aggregating to the Aggregate Purchase Price;
WHEREAS, these assignments are delivered at the closing of the transactions contemplated by the MIPA as closing deliverables required under Section 7.2 of the MIPA; and
WHEREAS, for the administrative convenience of the Parties and their respective counsel, the three separate assignments of membership interests are presented together in this single instrument; provided, however, that each assignment set forth herein (designated as Assignment No. 1, Assignment No. 2, and Assignment No. 3, respectively) constitutes a separate and independent instrument, and the validity, enforceability, and effect of any one assignment shall not be dependent upon or affected by the validity, enforceability, or effect of any other assignment contained herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in the MIPA, the Note, and the other Transaction Documents (as defined in the MIPA), and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ASSIGNMENT NO. 1
ASSIGNMENT OF 92% CLASS A MEMBERSHIP INTEREST IN MERIDIAN SHORES HOSPITALITY LLC
This Assignment No. 1 (this "Assignment No. 1") is one of the three assignments of membership interests delivered on the date hereof pursuant to the MIPA and the Introductory Recitals set forth above, which Recitals are hereby incorporated by reference into this Assignment No. 1 as if fully set forth herein.
Section 1. Assigned Interest.
Assignor hereby irrevocably assigns, transfers, conveys, sets over, and delivers to Assignee, and Assignee's successors and assigns, all of Assignor's right, title, and interest in, to, and under a ninety-two percent (92%) Class A membership interest (the "Meridian Shores Interest") in Meridian Shores Hospitality LLC, a Florida limited liability company organized under the laws of the State of Florida (EIN 59-4021867) (the "Company"), having its principal place of business at 4500 Gulf Shore Boulevard, Naples, Florida 34102.
The Meridian Shores Interest constitutes ninety-two percent (92%) of the outstanding Class A membership interests of the Company, representing ninety-two percent (92%) of all voting rights and ninety-two percent (92%) of all economic rights (including, without limitation, rights to allocations of income, gain, loss, deduction, and credit, and rights to distributions of cash and other property) attributable to the Class A membership units of the Company. As of the date hereof, Salvatore A. Pellegrino holds the Meridian Shores Interest through Pellegrino Capital Group LLC in its capacity as managing member of the Company.
The assignment, transfer, and conveyance effected hereby includes, without limitation, all of Assignor's right, title, and interest in and to: (a) all capital account balances attributable to the Meridian Shores Interest; (b) all rights to receive distributions of cash or other property from the Company, whether or not declared as of the date hereof; (c) all rights to allocations of income, gain, loss, deduction, and credit of the Company; (d) all voting and governance rights attributable to the Meridian Shores Interest; and (e) all other rights, benefits, and privileges of any kind or nature arising from or related to the Meridian Shores Interest, whether now existing or hereafter arising.
Section 2. Consideration.
This assignment is made pursuant to and in consideration of the obligations and covenants of Assignee set forth in the MIPA dated December 15, 2025, and, in particular, the Assignee's obligation to pay the portion of the Aggregate Purchase Price attributable to the Meridian Shores Interest.
The post-discount fair market value attributable to the Meridian Shores Interest is Seventeen Million Nine Hundred Twenty Thousand Dollars ($17,920,000). Such value represents the pre-discount fair market value of the Meridian Shores Interest, determined to be Twenty-Two Million Four Hundred Thousand Dollars ($22,400,000), less a combined discount of twenty percent (20%) for lack of marketability and lack of control (the "Combined discount"), as determined and supported by the qualified appraisal prepared by Hargrove & Lindquist LLP, dated November 3, 2025, under the direction of Dennis W. Hargrove, ASA, CFA, Managing Director. The amount of the Combined discount applied to the Meridian Shores Interest is Four Million Four Hundred Eighty Thousand Dollars ($4,480,000).
The consideration for this assignment consists of a portion of the aggregate Forty Million Dollars ($40,000,000) Secured Promissory Note issued by Assignee to Assignor on the date hereof, with the portion of the Note allocable to the Meridian Shores Interest being $17,920,000 of the original principal amount thereof.
Section 3. Effective Date.
This Assignment No. 1 is effective as of December 15, 2025 (the "Closing Date"), as such term is defined in Section 7.1 of the MIPA. As of the Closing Date, all right, title, and interest in and to the Meridian Shores Interest shall vest in Assignee, and Assignor shall have no further right, title, or interest in or to the Meridian Shores Interest, except as may arise under the Pledge Agreement or as otherwise expressly provided in the Transaction Documents.
Section 4. Representations of Assignor.
Assignor hereby represents and warrants to Assignee as follows, as of the Closing Date:
(a) Ownership. Assignor is the sole legal and beneficial owner of the Meridian Shores Interest. No other person or entity has any right, title, or interest in or to the Meridian Shores Interest, or any portion thereof, or any right to acquire any interest therein.
(b) Free and Clear. The Meridian Shores Interest is free and clear of all liens, encumbrances, pledges, security interests, options, claims, charges, restrictions on transfer, and other adverse interests or rights of any nature whatsoever (collectively, "Liens"), except for (i) any Liens that will arise under the Pledge and Security Agreement of even date herewith and (ii) any restrictions on transfer set forth in the operating agreement of the Company.
(c) Authority. Assignor has full legal right, power, and authority to execute and deliver this Assignment No. 1 and to perform all of Assignor's obligations hereunder. The execution and delivery of this Assignment No. 1 by Assignor does not and will not (i) violate any provision of law, rule, or regulation applicable to Assignor, (ii) conflict with or result in a breach of any agreement or instrument to which Assignor is a party or by which Assignor or the Meridian Shores Interest is bound, or (iii) require any authorization, consent, approval, exemption, or other action by or notice to any court, governmental authority, or other person, other than consents already obtained and delivered at or prior to the closing.
(d) Consents. No consent, approval, authorization, order, registration, filing, or qualification of or with any court, governmental agency, regulatory authority, or any other third party is required to be obtained or made by Assignor in connection with the execution, delivery, or performance of this Assignment No. 1, other than such consents as have been duly obtained and delivered at or prior to the closing and are in full force and effect as of the Closing Date.
(e) Enforceability. This Assignment No. 1, when executed and delivered, constitutes the valid and legally binding obligation of Assignor, enforceable against Assignor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and similar laws of general applicability relating to or affecting creditors' rights generally and to general equity principles.
Section 5. Acceptance by Assignee.
Assignee, in its capacity as Independent Trustee of The Salvatore A. Pellegrino 2025 Family Trust, hereby accepts the assignment, transfer, and conveyance of the Meridian Shores Interest as set forth in Section 1 of this Assignment No. 1, and agrees to hold the Meridian Shores Interest as an asset of the Trust, subject to the terms and conditions of the Trust Agreement dated November 10, 2025, and applicable law.
Assignee hereby acknowledges and agrees that the Meridian Shores Interest acquired hereby is subject to the terms and conditions of the Amended and Restated Operating Agreement of Meridian Shores Hospitality LLC, effective as of December 15, 2025 (as may be further amended, restated, supplemented, or otherwise modified from time to time, the "Meridian Shores Operating Agreement"), and Assignee agrees to be bound by all of the terms and provisions thereof applicable to a holder of Class A membership interests.
Assignee further acknowledges and agrees that the Meridian Shores Interest is pledged as collateral security pursuant to the Pledge and Security Agreement of even date herewith, and that the Meridian Shores Interest is subject to the terms, conditions, and restrictions set forth therein.
Section 6. Further Assurances.
Each of the Parties hereby covenants and agrees to execute and deliver, or cause to be executed and delivered, such additional instruments, documents, certificates, and agreements, and to take such further actions, as may be reasonably necessary or appropriate to effectuate the purposes and intent of this Assignment No. 1 and to carry out the transactions contemplated hereby, including, without limitation: (a) updating the books, records, and registers of Meridian Shores Hospitality LLC to reflect Assignee as the holder of the Meridian Shores Interest; (b) filing or recording any documents necessary to perfect the transfer of the Meridian Shores Interest; and (c) providing such notices to the Company, its members, and any other relevant parties as may be required under the Meridian Shores Operating Agreement or applicable law.
Section 7. Governing Law.
This Assignment No. 1 shall be governed by, and construed and enforced in accordance with, the laws of the State of Florida, without giving effect to any choice of law or conflict of laws rules, provisions, or principles (whether of the State of Florida or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Florida.
Section 8. MIPA Controls.
This Assignment No. 1 is delivered pursuant to, and is subject to, the terms and conditions of the MIPA. In the event of any conflict, inconsistency, or ambiguity between the terms of this Assignment No. 1 and the terms of the MIPA, the terms of the MIPA shall govern and control in all respects. Nothing in this Assignment No. 1 shall be deemed to amend, modify, supplement, or supersede any provision of the MIPA, and all representations, warranties, covenants, agreements, and indemnification obligations set forth in the MIPA shall remain in full force and effect in accordance with their respective terms.
Section 9. Counterparts.
This Assignment No. 1 may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Assignment No. 1 by facsimile, electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document shall have the same effect as delivery of an original executed counterpart.
IN WITNESS WHEREOF, the Parties have executed this Assignment No. 1 as of the date first written above.
ASSIGNOR:
________________________________________
Salvatore A. Pellegrino, individually
Address: 2400 Salzedo Street, Suite 1200
Coral Gables, Florida 33134
PELLEGRINO CAPITAL GROUP LLC, a Florida limited liability company
By: ________
Name: Salvatore A. Pellegrino
Title: Managing Member
Address: 2400 Salzedo Street, Suite 1200
Coral Gables, Florida 33134
ASSIGNEE:
CORNERSTONE FIDUCIARY SERVICES, INC., a Florida corporation, as Independent Trustee of The Salvatore A. Pellegrino 2025 Family Trust
By: ________
Name: Helena R. Matsuda
Title: Senior Trust Officer
Address: 200 West Forsyth Street, Suite 1500
Jacksonville, Florida 32202
ASSIGNMENT NO. 2
ASSIGNMENT OF 100% MEMBERSHIP INTEREST IN COSTA LUMA RESORT HOLDINGS LLC
This Assignment No. 2 (this "Assignment No. 2") is one of the three assignments of membership interests delivered on the date hereof pursuant to the MIPA and the Introductory Recitals set forth above, which Recitals are hereby incorporated by reference into this Assignment No. 2 as if fully set forth herein.
Section 1. Assigned Interest.
Assignor hereby irrevocably assigns, transfers, conveys, sets over, and delivers to Assignee, and Assignee's successors and assigns, all of Assignor's right, title, and interest in, to, and under a one hundred percent (100%) membership interest (the "Costa Luma Interest") in Costa Luma Resort Holdings LLC, a Florida limited liability company organized under the laws of the State of Florida (EIN 59-4173920) (the "Company"), having its principal place of business at 81700 Overseas Highway, Islamorada, Florida 33036.
The Costa Luma Interest constitutes one hundred percent (100%) of all outstanding membership interests of the Company, representing one hundred percent (100%) of all voting rights and one hundred percent (100%) of all economic rights (including, without limitation, rights to allocations of income, gain, loss, deduction, and credit, and rights to distributions of cash and other property) of the Company. As of the date hereof, Salvatore A. Pellegrino holds the Costa Luma Interest through Pellegrino Capital Group LLC.
The assignment, transfer, and conveyance effected hereby includes, without limitation, all of Assignor's right, title, and interest in and to: (a) all capital account balances attributable to the Costa Luma Interest; (b) all rights to receive distributions of cash or other property from the Company, whether or not declared as of the date hereof; (c) all rights to allocations of income, gain, loss, deduction, and credit of the Company; (d) all voting and governance rights attributable to the Costa Luma Interest; and (e) all other rights, benefits, and privileges of any kind or nature arising from or related to the Costa Luma Interest, whether now existing or hereafter arising.
Section 2. Consideration.
This assignment is made pursuant to and in consideration of the obligations and covenants of Assignee set forth in the MIPA dated December 15, 2025, and, in particular, the Assignee's obligation to pay the portion of the Aggregate Purchase Price attributable to the Costa Luma Interest.
The post-discount fair market value attributable to the Costa Luma Interest is Fourteen Million Eight Hundred Thousand Dollars ($14,800,000). Such value represents the pre-discount fair market value of the Costa Luma Interest, determined to be Eighteen Million Five Hundred Thousand Dollars ($18,500,000), less a combined discount of twenty percent (20%) for lack of marketability and lack of control, as determined and supported by the qualified appraisal prepared by Hargrove & Lindquist LLP, dated November 3, 2025, under the direction of Dennis W. Hargrove, ASA, CFA, Managing Director. The amount of the Combined discount applied to the Costa Luma Interest is Three Million Seven Hundred Thousand Dollars ($3,700,000).
The consideration for this assignment consists of a portion of the aggregate Forty Million Dollars ($40,000,000) Secured Promissory Note issued by Assignee to Assignor on the date hereof, with the portion of the Note allocable to the Costa Luma Interest being $14,800,000 of the original principal amount thereof.
Section 3. Effective Date.
This Assignment No. 2 is effective as of December 15, 2025 (the "Closing Date"), as such term is defined in Section 7.1 of the MIPA. As of the Closing Date, all right, title, and interest in and to the Costa Luma Interest shall vest in Assignee, and Assignor shall have no further right, title, or interest in or to the Costa Luma Interest, except as may arise under the Pledge Agreement or as otherwise expressly provided in the Transaction Documents.
Section 4. Representations of Assignor.
Assignor hereby represents and warrants to Assignee as follows, as of the Closing Date:
(a) Ownership. Assignor is the sole legal and beneficial owner of the Costa Luma Interest, constituting one hundred percent (100%) of all outstanding membership interests of the Company. No other person or entity has any right, title, or interest in or to the Costa Luma Interest, or any portion thereof, or any right to acquire any interest therein.
(b) Free and Clear. The Costa Luma Interest is free and clear of all Liens (as defined in Assignment No. 1 above), except for (i) any Liens that will arise under the Pledge and Security Agreement of even date herewith and (ii) any restrictions on transfer set forth in the operating agreement of the Company.
(c) Authority. Assignor has full legal right, power, and authority to execute and deliver this Assignment No. 2 and to perform all of Assignor's obligations hereunder. The execution and delivery of this Assignment No. 2 by Assignor does not and will not (i) violate any provision of law, rule, or regulation applicable to Assignor, (ii) conflict with or result in a breach of any agreement or instrument to which Assignor is a party or by which Assignor or the Costa Luma Interest is bound, or (iii) require any authorization, consent, approval, exemption, or other action by or notice to any court, governmental authority, or other person, other than consents already obtained and delivered at or prior to the closing.
(d) Consents. No consent, approval, authorization, order, registration, filing, or qualification of or with any court, governmental agency, regulatory authority, or any other third party is required to be obtained or made by Assignor in connection with the execution, delivery, or performance of this Assignment No. 2, other than such consents as have been duly obtained and delivered at or prior to the closing and are in full force and effect as of the Closing Date.
(e) Enforceability. This Assignment No. 2, when executed and delivered, constitutes the valid and legally binding obligation of Assignor, enforceable against Assignor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and similar laws of general applicability relating to or affecting creditors' rights generally and to general equity principles.
Section 5. Acceptance by Assignee.
Assignee, in its capacity as Independent Trustee of The Salvatore A. Pellegrino 2025 Family Trust, hereby accepts the assignment, transfer, and conveyance of the Costa Luma Interest as set forth in Section 1 of this Assignment No. 2, and agrees to hold the Costa Luma Interest as an asset of the Trust, subject to the terms and conditions of the Trust Agreement dated November 10, 2025, and applicable law.
Assignee hereby acknowledges and agrees that the Costa Luma Interest acquired hereby is subject to the terms and conditions of the operating agreement of Costa Luma Resort Holdings LLC (as may be amended, restated, supplemented, or otherwise modified from time to time, the "Costa Luma Operating Agreement"), and Assignee agrees to be bound by all of the terms and provisions thereof applicable to a holder of membership interests.
Assignee further acknowledges and agrees that the Costa Luma Interest is pledged as collateral security pursuant to the Pledge and Security Agreement of even date herewith, and that the Costa Luma Interest is subject to the terms, conditions, and restrictions set forth therein.
Section 6. Further Assurances.
Each of the Parties hereby covenants and agrees to execute and deliver, or cause to be executed and delivered, such additional instruments, documents, certificates, and agreements, and to take such further actions, as may be reasonably necessary or appropriate to effectuate the purposes and intent of this Assignment No. 2 and to carry out the transactions contemplated hereby, including, without limitation: (a) updating the books, records, and registers of Costa Luma Resort Holdings LLC to reflect Assignee as the holder of the Costa Luma Interest; (b) filing or recording any documents necessary to perfect the transfer of the Costa Luma Interest; and (c) providing such notices to the Company, its members, and any other relevant parties as may be required under the Costa Luma Operating Agreement or applicable law.
Section 7. Governing Law.
This Assignment No. 2 shall be governed by, and construed and enforced in accordance with, the laws of the State of Florida, without giving effect to any choice of law or conflict of laws rules, provisions, or principles (whether of the State of Florida or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Florida.
Section 8. MIPA Controls.
This Assignment No. 2 is delivered pursuant to, and is subject to, the terms and conditions of the MIPA. In the event of any conflict, inconsistency, or ambiguity between the terms of this Assignment No. 2 and the terms of the MIPA, the terms of the MIPA shall govern and control in all respects. Nothing in this Assignment No. 2 shall be deemed to amend, modify, supplement, or supersede any provision of the MIPA, and all representations, warranties, covenants, agreements, and indemnification obligations set forth in the MIPA shall remain in full force and effect in accordance with their respective terms.
Section 9. Counterparts.
This Assignment No. 2 may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Assignment No. 2 by facsimile, electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document shall have the same effect as delivery of an original executed counterpart.
IN WITNESS WHEREOF, the Parties have executed this Assignment No. 2 as of the date first written above.
ASSIGNOR:
________________________________________
Salvatore A. Pellegrino, individually
Address: 2400 Salzedo Street, Suite 1200
Coral Gables, Florida 33134
PELLEGRINO CAPITAL GROUP LLC, a Florida limited liability company
By: ________
Name: Salvatore A. Pellegrino
Title: Managing Member
Address: 2400 Salzedo Street, Suite 1200
Coral Gables, Florida 33134
ASSIGNEE:
CORNERSTONE FIDUCIARY SERVICES, INC., a Florida corporation, as Independent Trustee of The Salvatore A. Pellegrino 2025 Family Trust
By: ________
Name: Helena R. Matsuda
Title: Senior Trust Officer
Address: 200 West Forsyth Street, Suite 1500
Jacksonville, Florida 32202
ASSIGNMENT NO. 3
ASSIGNMENT OF 88% CLASS A MEMBERSHIP INTEREST IN AZULIA BEACH CLUB LLC
This Assignment No. 3 (this "Assignment No. 3") is one of the three assignments of membership interests delivered on the date hereof pursuant to the MIPA and the Introductory Recitals set forth above, which Recitals are hereby incorporated by reference into this Assignment No. 3 as if fully set forth herein.
Section 1. Assigned Interest.
Assignor hereby irrevocably assigns, transfers, conveys, sets over, and delivers to Assignee, and Assignee's successors and assigns, all of Assignor's right, title, and interest in, to, and under an eighty-eight percent (88%) Class A membership interest (the "Azulia Interest") in Azulia Beach Club LLC, a Florida limited liability company organized under the laws of the State of Florida (EIN 59-4285413) (the "Company"), having its principal place of business at 22 Baymont Drive, Clearwater Beach, Florida 33767.
The Azulia Interest constitutes eighty-eight percent (88%) of the outstanding Class A membership interests of the Company, representing eighty-eight percent (88%) of all voting rights and eighty-eight percent (88%) of all economic rights (including, without limitation, rights to allocations of income, gain, loss, deduction, and credit, and rights to distributions of cash and other property) attributable to the Class A membership units of the Company. As of the date hereof, Salvatore A. Pellegrino holds the Azulia Interest through Pellegrino Capital Group LLC.
The assignment, transfer, and conveyance effected hereby includes, without limitation, all of Assignor's right, title, and interest in and to: (a) all capital account balances attributable to the Azulia Interest; (b) all rights to receive distributions of cash or other property from the Company, whether or not declared as of the date hereof; (c) all rights to allocations of income, gain, loss, deduction, and credit of the Company; (d) all voting and governance rights attributable to the Azulia Interest; and (e) all other rights, benefits, and privileges of any kind or nature arising from or related to the Azulia Interest, whether now existing or hereafter arising.
Section 2. Consideration.
This assignment is made pursuant to and in consideration of the obligations and covenants of Assignee set forth in the MIPA dated December 15, 2025, and, in particular, the Assignee's obligation to pay the portion of the Aggregate Purchase Price attributable to the Azulia Interest.
The post-discount fair market value attributable to the Azulia Interest is Seven Million Two Hundred Eighty Thousand Dollars ($7,280,000). Such value represents the pre-discount fair market value of the Azulia Interest, determined to be Nine Million One Hundred Thousand Dollars ($9,100,000), less a combined discount of twenty percent (20%) for lack of marketability and lack of control, as determined and supported by the qualified appraisal prepared by Hargrove & Lindquist LLP, dated November 3, 2025, under the direction of Dennis W. Hargrove, ASA, CFA, Managing Director. The amount of the Combined discount applied to the Azulia Interest is One Million Eight Hundred Twenty Thousand Dollars ($1,820,000).
The consideration for this assignment consists of a portion of the aggregate Forty Million Dollars ($40,000,000) Secured Promissory Note issued by Assignee to Assignor on the date hereof, with the portion of the Note allocable to the Azulia Interest being $7,280,000 of the original principal amount thereof.
Section 3. Effective Date.
This Assignment No. 3 is effective as of December 15, 2025 (the "Closing Date"), as such term is defined in Section 7.1 of the MIPA. As of the Closing Date, all right, title, and interest in and to the Azulia Interest shall vest in Assignee, and Assignor shall have no further right, title, or interest in or to the Azulia Interest, except as may arise under the Pledge Agreement or as otherwise expressly provided in the Transaction Documents.
Section 4. Representations of Assignor.
Assignor hereby represents and warrants to Assignee as follows, as of the Closing Date:
(a) Ownership. Assignor is the sole legal and beneficial owner of the Azulia Interest, constituting eighty-eight percent (88%) of the outstanding Class A membership interests of the Company. No other person or entity has any right, title, or interest in or to the Azulia Interest, or any portion thereof, or any right to acquire any interest therein.
(b) Free and Clear. The Azulia Interest is free and clear of all Liens (as defined in Assignment No. 1 above), except for (i) any Liens that will arise under the Pledge and Security Agreement of even date herewith and (ii) any restrictions on transfer set forth in the operating agreement of the Company.
(c) Authority. Assignor has full legal right, power, and authority to execute and deliver this Assignment No. 3 and to perform all of Assignor's obligations hereunder. The execution and delivery of this Assignment No. 3 by Assignor does not and will not (i) violate any provision of law, rule, or regulation applicable to Assignor, (ii) conflict with or result in a breach of any agreement or instrument to which Assignor is a party or by which Assignor or the Azulia Interest is bound, or (iii) require any authorization, consent, approval, exemption, or other action by or notice to any court, governmental authority, or other person, other than consents already obtained and delivered at or prior to the closing.
(d) Consents. No consent, approval, authorization, order, registration, filing, or qualification of or with any court, governmental agency, regulatory authority, or any other third party is required to be obtained or made by Assignor in connection with the execution, delivery, or performance of this Assignment No. 3, other than such consents as have been duly obtained and delivered at or prior to the closing and are in full force and effect as of the Closing Date.
(e) Enforceability. This Assignment No. 3, when executed and delivered, constitutes the valid and legally binding obligation of Assignor, enforceable against Assignor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and similar laws of general applicability relating to or affecting creditors' rights generally and to general equity principles.
Section 5. Acceptance by Assignee.
Assignee, in its capacity as Independent Trustee of The Salvatore A. Pellegrino 2025 Family Trust, hereby accepts the assignment, transfer, and conveyance of the Azulia Interest as set forth in Section 1 of this Assignment No. 3, and agrees to hold the Azulia Interest as an asset of the Trust, subject to the terms and conditions of the Trust Agreement dated November 10, 2025, and applicable law.
Assignee hereby acknowledges and agrees that the Azulia Interest acquired hereby is subject to the terms and conditions of the operating agreement of Azulia Beach Club LLC (as may be amended, restated, supplemented, or otherwise modified from time to time, the "Azulia Operating Agreement"), and Assignee agrees to be bound by all of the terms and provisions thereof applicable to a holder of Class A membership interests.
Assignee further acknowledges and agrees that the Azulia Interest is pledged as collateral security pursuant to the Pledge and Security Agreement of even date herewith, and that the Azulia Interest is subject to the terms, conditions, and restrictions set forth therein.
Section 6. Further Assurances.
Each of the Parties hereby covenants and agrees to execute and deliver, or cause to be executed and delivered, such additional instruments, documents, certificates, and agreements, and to take such further actions, as may be reasonably necessary or appropriate to effectuate the purposes and intent of this Assignment No. 3 and to carry out the transactions contemplated hereby, including, without limitation: (a) updating the books, records, and registers of Azulia Beach Club LLC to reflect Assignee as the holder of the Azulia Interest; (b) filing or recording any documents necessary to perfect the transfer of the Azulia Interest; and (c) providing such notices to the Company, its members, and any other relevant parties as may be required under the Azulia Operating Agreement or applicable law.
Section 7. Governing Law.
This Assignment No. 3 shall be governed by, and construed and enforced in accordance with, the laws of the State of Florida, without giving effect to any choice of law or conflict of laws rules, provisions, or principles (whether of the State of Florida or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Florida.
Section 8. MIPA Controls.
This Assignment No. 3 is delivered pursuant to, and is subject to, the terms and conditions of the MIPA. In the event of any conflict, inconsistency, or ambiguity between the terms of this Assignment No. 3 and the terms of the MIPA, the terms of the MIPA shall govern and control in all respects. Nothing in this Assignment No. 3 shall be deemed to amend, modify, supplement, or supersede any provision of the MIPA, and all representations, warranties, covenants, agreements, and indemnification obligations set forth in the MIPA shall remain in full force and effect in accordance with their respective terms.
Section 9. Counterparts.
This Assignment No. 3 may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Assignment No. 3 by facsimile, electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document shall have the same effect as delivery of an original executed counterpart.
IN WITNESS WHEREOF, the Parties have executed this Assignment No. 3 as of the date first written above.
ASSIGNOR:
________________________________________
Salvatore A. Pellegrino, individually
Address: 2400 Salzedo Street, Suite 1200
Coral Gables, Florida 33134
PELLEGRINO CAPITAL GROUP LLC, a Florida limited liability company
By: ________
Name: Salvatore A. Pellegrino
Title: Managing Member
Address: 2400 Salzedo Street, Suite 1200
Coral Gables, Florida 33134
ASSIGNEE:
CORNERSTONE FIDUCIARY SERVICES, INC., a Florida corporation, as Independent Trustee of The Salvatore A. Pellegrino 2025 Family Trust
By: ________
Name: Helena R. Matsuda
Title: Senior Trust Officer
Address: 200 West Forsyth Street, Suite 1500
Jacksonville, Florida 32202
SCHEDULE A
SUMMARY OF ASSIGNED INTERESTS
The following table summarizes the membership interests assigned pursuant to Assignment No. 1, Assignment No. 2, and Assignment No. 3 of this instrument, each effective as of December 15, 2025:
The fair market values set forth in this Schedule A, including the pre-discount fair market values and the twenty percent (20%) combined discount for lack of marketability ("DLOM") and lack of control ("DLOC") applied uniformly across all three entities, are based upon and supported by the qualified appraisal report prepared by Hargrove & Lindquist LLP, dated November 3, 2025 (the "Appraisal"). The Appraisal was prepared under the direction of Dennis W. Hargrove, ASA, CFA, Managing Director, and satisfies the requirements for a "qualified appraisal" within the meaning of Section 170(f)(11)(E) of the Internal Revenue Code of 1986, as amended, and Treasury Regulation Section 1.170A-17. The Combined discount reflects a blended discount derived from the application of both a discount for lack of marketability and a discount for lack of control, the methodologies for which are set forth in detail in the Appraisal.
The aggregate post-discount fair market value of all three membership interests ($40,000,000) equals the aggregate purchase price payable by Assignee to Assignor under the MIPA, and corresponds to the original principal amount of the Secured Promissory Note dated December 15, 2025.
SCHEDULE B
CROSS-REFERENCE TO TRANSACTION DOCUMENTS
The following documents were executed on or about December 15, 2025, in connection with the transactions contemplated by the Membership Interest Purchase Agreement and the assignments set forth in this instrument. Each document is incorporated herein by reference to the extent provided in the applicable assignment and the MIPA:
1. Membership Interest Purchase Agreement (MIPA), dated December 15, 2025, by and between Salvatore A. Pellegrino, individually and through Pellegrino Capital Group LLC, as Seller, and Cornerstone Fiduciary Services, Inc., as Independent Trustee of The Salvatore A. Pellegrino 2025 Family Trust, as Buyer.
2. Secured Promissory Note, dated December 15, 2025, in the original principal amount of Forty Million Dollars ($40,000,000), issued by Cornerstone Fiduciary Services, Inc., as Independent Trustee of The Salvatore A. Pellegrino 2025 Family Trust, as Maker, in favor of Salvatore A. Pellegrino, as Payee, bearing interest at 4.40% per annum (September 2025 mid-term AFR, annual compounding), with a nine (9)-year term maturing December 15, 2034.
3. Pledge and Security Agreement, dated December 15, 2025, by and between Cornerstone Fiduciary Services, Inc., as Independent Trustee of The Salvatore A. Pellegrino 2025 Family Trust, as Pledgor, and Salvatore A. Pellegrino, as Secured Party, pledging the membership interests in Meridian Shores Hospitality LLC, Costa Luma Resort Holdings LLC, and Azulia Beach Club LLC as collateral security for the obligations under the Secured Promissory Note.
4. Trust Agreement — The Salvatore A. Pellegrino 2025 Family Trust, dated November 10, 2025, established by Salvatore A. Pellegrino, as Grantor, with Cornerstone Fiduciary Services, Inc. serving as Independent Trustee, constituting an irrevocable trust intended to qualify as an intentionally defective grantor trust under Sections 671 through 679 of the Internal Revenue Code of 1986, as amended.
5. Seed Gift Assignment Agreement, dated November 10, 2025, by and between Salvatore A. Pellegrino, as Donor, and Cornerstone Fiduciary Services, Inc., as Independent Trustee of The Salvatore A. Pellegrino 2025 Family Trust, as Donee, evidencing the initial seed gift to the Trust.
6. Amended and Restated Operating Agreement — Meridian Shores Hospitality LLC, effective December 15, 2025, reflecting the admission of Cornerstone Fiduciary Services, Inc., as Independent Trustee of The Salvatore A. Pellegrino 2025 Family Trust, as a Class A member of Meridian Shores Hospitality LLC.
7. Qualified Appraisal Report — Hargrove & Lindquist LLP, dated November 3, 2025, prepared by Dennis W. Hargrove, ASA, CFA, Managing Director, determining the fair market value of the membership interests in Meridian Shores Hospitality LLC, Costa Luma Resort Holdings LLC, and Azulia Beach Club LLC, including the application of a combined twenty percent (20%) discount for lack of marketability and lack of control.
[End of Assignment of Membership Interests]
Assignment No. | Entity | EIN | Interest Assigned | Pre-discount FMV | Combined discount (20%) | Post-discount Value
1 | Meridian Shores Hospitality LLC | 59-4021867 | 92% Class A | $22,400,000 | $4,480,000 | $17,920,000
2 | Costa Luma Resort Holdings LLC | 59-4173920 | 100% | $18,500,000 | $3,700,000 | $14,800,000
3 | Azulia Beach Club LLC | 59-4285413 | 88% Class A | $9,100,000 | $1,820,000 | $7,280,000
Totals | $50,000,000 | $10,000,000 | $40,000,000

CONFIDENTIAL — ATTORNEY WORK PRODUCT

ASSIGNMENT OF MEMBERSHIP INTERESTS

ASSIGNMENT OF MEMBERSHIP INTERESTS

INTRODUCTORY RECITALS

ASSIGNOR:

ASSIGNEE:

ASSIGNMENT NO. 1

ASSIGNOR:

ASSIGNEE:

ASSIGNMENT NO. 2

ASSIGNOR:

ASSIGNEE:

ASSIGNMENT NO. 3

ASSIGNOR:

ASSIGNEE:

SCHEDULE A

SUMMARY OF ASSIGNED INTERESTS

SCHEDULE B

CROSS-REFERENCE TO TRANSACTION DOCUMENTS

Record

Parties

Dates

Amounts