1027-00005 · Client 1027 · Transaction Documents

secured-promissory-note.docx DOCUMENT Antitrust

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SECURED PROMISSORY NOTE

$40,000,000.00

December 15, 2025

Coral Gables, Florida

FOR VALUE RECEIVED, Cornerstone Fiduciary Services, Inc., a Florida corporation duly organized and existing under the laws of the State of Florida, solely in its capacity as Trustee of The Salvatore A. Pellegrino 2025 Family Trust, an irrevocable trust established under the laws of the State of Florida (the "Trust"), with a principal office at 200 West Forsyth Street, Suite 1500, Jacksonville, FL 32202 (in such capacity, the "Maker"), hereby unconditionally promises to pay to the order of Salvatore A. Pellegrino, an individual residing at 610 Casuarina Concourse, Coral Gables, FL 33143 (the "Payee"), the principal sum of Forty Million and 00/100 Dollars ($40,000,000.00), together with interest thereon as provided herein, in accordance with the terms and conditions set forth in this Secured Promissory Note (this "Note").

This Note is issued pursuant to and in connection with that certain Membership Interest Purchase Agreement dated as of December 15, 2025 (the "Purchase Agreement"), by and between Salvatore A. Pellegrino, acting through Pellegrino Capital Group LLC, a Florida limited liability company ("PCG"), as Seller, and the Trust, as Purchaser, for the acquisition of membership interests in Meridian Shores Hospitality LLC, Costa Luma Resort Holdings LLC, and Azulia Beach Club LLC (each as more particularly described herein, and collectively, the "Hospitality Entities"). This Note represents the full purchase price of $40,000,000.00 for the membership interests acquired by the Trust pursuant to the Purchase Agreement, and the indebtedness evidenced hereby constitutes part of the consideration delivered by the Trust in exchange for such membership interests. Reference is hereby made to the Purchase Agreement for a complete description of the terms and conditions of such acquisition, the representations and warranties of the parties thereto, and certain additional covenants applicable to the transactions contemplated thereby.

ARTICLE I — DEFINITIONS

As used in this Note, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Purchase Agreement or the Pledge and Security Agreement, as the context may require.

"Applicable Rate" means a rate of four and forty-hundredths percent (4.40%) per annum, which is equal to or greater than the applicable federal rate for mid-term obligations (obligations with a term of more than three years but not more than nine years) published by the Internal Revenue Service for September 2025, compounded annually, as determined under Internal Revenue Code ("IRC") Section 1274(d).

"Business Day" means any day other than a Saturday, a Sunday, or a day on which commercial banks in the State of Florida are authorized or required by law, regulation, or executive order to close.

"Collateral" has the meaning ascribed to such term in the Pledge and Security Agreement and is described in summary form in Exhibit B attached hereto.

"Default Rate" means a rate per annum equal to the Applicable Rate plus two percent (2.00%), which rate, as of the date hereof, equals six and forty-hundredths percent (6.40%) per annum.

"Event of Default" has the meaning set forth in Section 9.1 of this Note.

"Hospitality Entities" means, collectively, (a) Meridian Shores Hospitality LLC, a Florida limited liability company (EIN 59-4021867), (b) Costa Luma Resort Holdings LLC, a Florida limited liability company (EIN 59-4173920), and (c) Azulia Beach Club LLC, a Florida limited liability company (EIN 59-4285413).

"Maker" means Cornerstone Fiduciary Services, Inc., a Florida corporation, solely in its capacity as Trustee of the Trust, and not in its individual or corporate capacity.

"Maturity Date" means December 15, 2034.

"Payee" means Salvatore A. Pellegrino, an individual, and his heirs, executors, administrators, successors, and permitted assigns.

"Pledge and Security Agreement" means that certain Pledge and Security Agreement dated as of December 15, 2025, by and between the Maker, as Pledgor, and the Payee, as Secured Party, as such agreement may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.

"Purchase Agreement" has the meaning set forth in the introductory paragraph of this Note.

"Trust" means The Salvatore A. Pellegrino 2025 Family Trust, an irrevocable trust established pursuant to that certain Trust Agreement dated November 10, 2025 (the "Trust Agreement"), as amended from time to time in accordance with its terms.

ARTICLE II — PRINCIPAL

The principal amount of this Note is Forty Million and 00/100 Dollars ($40,000,000.00). The entire outstanding principal balance, together with all accrued and unpaid interest thereon and all other amounts payable under this Note, shall be due and payable in full on the Maturity Date as a single balloon payment. There shall be no scheduled amortization of principal during the term of this Note. Except as otherwise expressly provided in Article VII hereof, no payments of principal shall be due prior to the Maturity Date.

ARTICLE III — INTEREST

Section 3.1 — Interest Rate.

Interest shall accrue on the outstanding principal balance of this Note at the Applicable Rate of four and forty-hundredths percent (4.40%) per annum, compounded annually. The parties acknowledge and agree that the Applicable Rate equals or exceeds the mid-term applicable federal rate for September 2025 for annual compounding as published by the Internal Revenue Service pursuant to IRC § 1274(d), thereby satisfying the safe-harbor requirements of IRC §§ 1274 and 7872 with respect to the indebtedness evidenced by this Note. The parties intend that the interest rate provided herein shall be treated as adequate stated interest for all purposes of the Internal Revenue Code, and the parties shall not take any position inconsistent with such treatment on any federal, state, or local income tax return or other filing.

Section 3.2 — Calculation Method.

Interest shall be calculated on the basis of a three hundred sixty-five (365)-day year (or a three hundred sixty-six (366)-day year in the case of a leap year) for the actual number of days elapsed during the applicable interest accrual period. Interest shall commence accruing on the date of this Note and shall continue to accrue until the entire principal balance and all accrued and unpaid interest have been paid in full.

Section 3.3 — Annual Interest Payments.

Accrued interest shall be payable annually in arrears on each anniversary of the date of this Note (that is, on December 15 of each year), commencing on December 15, 2026, and continuing on each December 15 thereafter through and including the Maturity Date. Assuming no prepayment of principal, each annual interest payment shall be in the amount of One Million Seven Hundred Sixty Thousand and 00/100 Dollars ($1,760,000.00), calculated as follows: $40,000,000.00 × 4.40% = $1,760,000.00. The payment schedule for the term of this Note is set forth in Exhibit A attached hereto and incorporated herein by reference.

Section 3.4 — Interest on Overdue Amounts.

Any amount of principal or interest that is not paid when due (whether at the stated due date, upon acceleration, or otherwise) shall bear interest at the Default Rate (i.e., the Applicable Rate plus two percent (2.00%) per annum, which as of the date hereof equals six and forty-hundredths percent (6.40%) per annum) from the date such amount was due until such amount, together with all accrued default interest thereon, is paid in full. The imposition of default interest shall be in addition to, and not in lieu of, any other rights or remedies available to the Payee hereunder or under applicable law.

ARTICLE IV — PAYMENTS

Section 4.1 — Payment Schedule Summary.

Payments under this Note shall be made as follows:

(a) Interest Payments. Interest-only payments in the amount of One Million Seven Hundred Sixty Thousand and 00/100 Dollars ($1,760,000.00) shall be due and payable annually on each December 15, commencing December 15, 2026, and continuing on each December 15 thereafter through and including December 15, 2034.

(b) Balloon Payment. On the Maturity Date (December 15, 2034), the entire outstanding principal balance of Forty Million and 00/100 Dollars ($40,000,000.00), together with all accrued and unpaid interest thereon and all other amounts then outstanding under this Note, shall be due and payable in full as a single balloon payment. The total amount due on the Maturity Date, assuming no prior prepayment of principal, shall be Forty-One Million Seven Hundred Sixty Thousand and 00/100 Dollars ($41,760,000.00), consisting of $40,000,000.00 in principal and $1,760,000.00 in accrued interest for the final interest period.

Section 4.2 — Method of Payment.

All payments of principal, interest, and other amounts due under this Note shall be made in lawful money of the United States of America by wire transfer of immediately available funds to the following account designated by the Payee, or to such other account as the Payee may designate in writing from time to time upon not less than five (5) Business Days' prior written notice to the Maker:

Bank: Prescott National Bank Address: 401 East Las Olas Boulevard, Fort Lauderdale, FL 33301 Attention: Thomas J. Andersen, Senior Vice President, Private Banking ABA Routing Number: [To be provided by Payee] Account Number: [To be provided by Payee] Account Name: [To be provided by Payee] Reference: Pellegrino 2025 Family Trust — Note Payment

Payments received by wire transfer shall be deemed received on the date on which the funds are credited to the Payee's account at the designated financial institution. The Maker shall bear all costs and charges associated with any wire transfer.

Section 4.3 — Application of Payments.

Unless otherwise agreed in writing by the Payee, all payments received by the Payee from or on behalf of the Maker shall be applied in the following order of priority: (a) first, to any costs, expenses, fees, and indemnification obligations then due and payable to the Payee under this Note or the Pledge and Security Agreement; (b) second, to accrued and unpaid interest (including default interest, if any) on the outstanding principal balance; and (c) third, to the outstanding principal balance of this Note. Notwithstanding the foregoing, during the continuance of an Event of Default, the Payee may apply payments received in such order and manner as the Payee may determine in its sole discretion.

Section 4.4 — Business Day Convention.

If any scheduled payment date (including the Maturity Date) falls on a day that is not a Business Day, such payment shall be due and payable on the next succeeding Business Day, and interest shall continue to accrue on the outstanding principal balance (and, if applicable, on any overdue amounts) through and including the actual date of payment. No adjustment to the amount of interest payable shall be made by reason of any extension of a payment date pursuant to this Section 4.4.

ARTICLE V — PREPAYMENT

Section 5.1 — Voluntary Prepayment.

The Maker may prepay the outstanding principal of this Note, in whole or in part, at any time and from time to time, without penalty, premium, or prepayment charge of any kind, upon not less than five (5) Business Days' prior written notice to the Payee specifying the proposed date of prepayment and the amount of principal to be prepaid. Each such notice shall be irrevocable once delivered to the Payee.

Section 5.2 — Application of Prepayments.

Any prepayment of principal (whether in whole or in part) shall be accompanied by all accrued and unpaid interest on the principal amount being prepaid through and including the date of prepayment. Any partial prepayment shall be applied first to accrued and unpaid interest on the principal amount being prepaid and then to outstanding principal. No partial prepayment of principal shall postpone, reduce, or otherwise relieve the Maker of its obligation to make subsequent scheduled interest payments on the remaining outstanding principal balance in accordance with the terms of this Note.

Section 5.3 — No Re-borrowing.

This Note evidences a term loan and not a revolving credit facility. Any amounts of principal prepaid by the Maker may not be re-borrowed, and the aggregate principal amount of this Note shall be permanently reduced by the amount of each such prepayment.

ARTICLE VI — SECURITY

Section 6.1 — Pledge and Security Agreement.

This Note is secured by the Pledge and Security Agreement, pursuant to which the Maker (as Pledgor) has granted to the Payee (as Secured Party) a first-priority security interest in and lien upon the following property and assets of the Trust (collectively, the "Collateral"):

(a) All membership interests in the Hospitality Entities held by or on behalf of the Trust, consisting of: (i) a ninety-two percent (92%) Class A membership interest in Meridian Shores Hospitality LLC; (ii) a one hundred percent (100%) membership interest in Costa Luma Resort Holdings LLC; and (iii) an eighty-eight percent (88%) Class A membership interest in Azulia Beach Club LLC; and

(b) All distributions, dividends, allocations, cash flow, proceeds, and other amounts payable or distributable in respect of such membership interests, whether now existing or hereafter arising, together with all rights, privileges, and preferences appertaining thereto, including without limitation all voting rights, consent rights, economic rights, and governance rights associated therewith.

The Collateral is described in greater detail in Exhibit B attached hereto and in the Pledge and Security Agreement. The obligations of the Maker under this Note are secured obligations, and the Payee's rights and remedies with respect to the Collateral are as set forth in the Pledge and Security Agreement and applicable law.

Section 6.2 — Further Assurances.

The Maker shall execute and deliver, or cause to be executed and delivered, all UCC-1 financing statements, UCC-3 amendments, continuation statements, and other instruments, agreements, certificates, and documents as the Payee may reasonably request from time to time in order to create, perfect, maintain, preserve, and protect the first-priority security interest granted to the Payee under the Pledge and Security Agreement. The Maker hereby authorizes the Payee to file any such financing statements and amendments without the Maker's signature to the extent permitted by applicable law. All costs and expenses of preparing, filing, and recording such instruments shall be borne by the Maker.

Section 6.3 — No Impairment of Collateral.

The Maker shall not sell, assign, transfer, convey, pledge, hypothecate, encumber, or otherwise dispose of any of the Collateral, or permit any lien, charge, or encumbrance to attach to any of the Collateral, except as expressly permitted under the Pledge and Security Agreement and in each case subject to and subordinate to the first-priority lien and security interest of the Payee. The Maker shall take all actions necessary or advisable to defend and protect the Collateral from and against any claims, liens, or demands of any Person (other than the Payee).

ARTICLE VII — EVENTS OF DEFAULT

Section 7.1 — Events of Default.

Each of the following shall constitute an "Event of Default" under this Note:

(a) Payment Default. The Maker fails to pay any installment of interest or principal, or any other amount due under this Note, when and as the same becomes due and payable (whether at a scheduled payment date, upon acceleration, upon the Maturity Date, or otherwise), and such failure continues unremedied for a period of ten (10) Business Days after written notice thereof from the Payee to the Maker.

(b) Breach of Covenants. The Maker fails to observe or perform any other covenant, condition, obligation, or agreement of the Maker contained in this Note or in the Pledge and Security Agreement (other than a payment obligation addressed by Section 7.1(a) above), and such failure continues unremedied for a period of thirty (30) days after written notice thereof from the Payee to the Maker specifying the nature of such failure; provided, however, that if such failure is of a nature that it cannot reasonably be cured within such thirty (30)-day period and the Maker has commenced diligent efforts to cure such failure within such period and thereafter continues such efforts, the cure period shall be extended for an additional thirty (30) days (for a total cure period not to exceed sixty (60) days from the date of the Payee's notice).

(c) Breach of Representations. Any representation or warranty made by the Maker in this Note, the Purchase Agreement, or the Pledge and Security Agreement proves to have been materially false, misleading, or incorrect when made or when deemed to have been made.

(d) Insolvency. The Maker or the Trust: (i) commences a voluntary case or other proceeding seeking liquidation, reorganization, arrangement, adjustment, or other relief under any applicable bankruptcy, insolvency, receivership, or similar law now or hereafter in effect; (ii) consents to the entry of an order for relief in an involuntary case under any such law or consents to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator, or similar official of the Maker, the Trust, or any substantial part of the Maker's or the Trust's property; (iii) makes a general assignment for the benefit of creditors; or (iv) admits in writing its inability to pay its debts generally as they become due.

(e) Involuntary Proceedings. An involuntary case or other proceeding is commenced against the Maker or the Trust under any bankruptcy, insolvency, or similar law now or hereafter in effect seeking the appointment of a receiver, trustee, custodian, liquidator, or similar official, or seeking the liquidation, reorganization, or other relief with respect to the Maker, the Trust, or the Trust's assets, and such proceeding or petition remains undismissed and unstayed for a period of sixty (60) consecutive days, or an order or decree approving or ordering any of the foregoing is entered.

(f) Termination or Revocation of Trust. The Trust is revoked, terminated, declared void, or otherwise dissolved by a court of competent jurisdiction or by operation of law, or the Maker ceases to serve as Trustee of the Trust (whether by resignation, removal, incapacity, or otherwise) and no successor trustee that is reasonably acceptable to the Payee is duly appointed and qualified within sixty (60) days of such cessation.

(g) Impairment of Collateral. The security interest in the Collateral granted pursuant to the Pledge and Security Agreement ceases to be a valid, enforceable, perfected, first-priority security interest (subject to Permitted Liens, if any, as defined in the Pledge and Security Agreement), or the Collateral is materially diminished in value through the action or inaction of the Maker, the Trust, or any of the Hospitality Entities, other than diminution resulting solely from general market or economic conditions.

(h) Cross-Default. A default or event of default occurs under any material agreement, instrument, or obligation relating to the Hospitality Entities to which the Trust or any Hospitality Entity is a party, and such default or event of default is not waived or cured within any applicable grace period, if the effect of such default would be to materially impair the Trust's ability to perform its obligations under this Note or would materially impair the value of the Collateral.

ARTICLE VIII — REMEDIES UPON DEFAULT

Section 8.1 — Acceleration.

Upon the occurrence and during the continuance of any Event of Default, the Payee may, at the Payee's option, by written notice to the Maker, declare the entire unpaid principal balance of this Note, together with all accrued and unpaid interest (including default interest) and all other amounts payable hereunder, to be immediately due and payable in full, without presentment, demand, protest, or other notice of any kind, all of which are hereby expressly waived by the Maker to the fullest extent permitted by applicable law. Notwithstanding the foregoing, upon the occurrence of any Event of Default described in Section 7.1(d) or Section 7.1(e) (insolvency or involuntary proceedings), the entire unpaid principal balance of this Note, together with all accrued and unpaid interest and all other amounts payable hereunder, shall automatically and immediately become due and payable without any notice, declaration, or other act on the part of the Payee.

Section 8.2 — Remedies Under Pledge and Security Agreement.

Upon acceleration of the obligations under this Note (whether by declaration of the Payee or automatically as provided in Section 8.1), the Payee shall be entitled to exercise all rights and remedies available to the Payee under the Pledge and Security Agreement, including without limitation the right to foreclose on and dispose of the Collateral in accordance with Article 9 of the Florida Uniform Commercial Code (Chapter 679, Florida Statutes) and any other applicable law, and the right to apply the proceeds of any such disposition to the satisfaction of the obligations under this Note in the order of priority set forth in Section 4.3 hereof.

Section 8.3 — Cumulative Remedies.

The rights and remedies of the Payee under this Note, the Pledge and Security Agreement, and any other instrument or agreement executed in connection herewith are cumulative and not exclusive of any other rights or remedies that may be available to the Payee at law, in equity, or otherwise. The exercise of any one right or remedy shall not preclude the exercise of any other right or remedy, and no single or partial exercise of any right or remedy shall preclude any further or other exercise thereof.

Section 8.4 — No Waiver.

No failure or delay by the Payee in exercising any right, power, or remedy under this Note or the Pledge and Security Agreement, and no course of dealing between the Maker and the Payee, shall operate as a waiver of any such right, power, or remedy. No single or partial exercise of any right, power, or remedy shall preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. No waiver of any Event of Default shall be effective unless in writing and signed by the Payee, and no such waiver shall extend to or affect any subsequent Event of Default or impair any right, power, or remedy arising therefrom.

ARTICLE IX — REPRESENTATIONS AND WARRANTIES OF MAKER

The Maker hereby represents and warrants to the Payee as of the date hereof as follows:

Section 9.1 — Organization and Standing.

The Maker is a corporation duly organized, validly existing, and in good standing under the laws of the State of Florida. The Maker is duly authorized, qualified, and licensed to serve as a trustee under the laws of the State of Florida, holding Florida Trust Company License No. FTC-2014-00287 issued by the Florida Office of Financial Regulation, and such license is in full force and effect and has not been suspended, revoked, or subject to any pending or threatened enforcement action.

Section 9.2 — Valid Trust.

The Trust has been duly established pursuant to the Trust Agreement dated November 10, 2025, and is a valid, subsisting irrevocable trust under the laws of the State of Florida. The Trust has not been revoked, terminated, amended (other than as contemplated by the Purchase Agreement), or declared void, and no action or proceeding is pending or, to the Maker's knowledge, threatened seeking the revocation, termination, or invalidation of the Trust.

Section 9.3 — Authorization.

The execution, delivery, and performance of this Note and the Pledge and Security Agreement have been duly authorized by all necessary action on the part of the Maker, acting in its capacity as Trustee of the Trust, including any approvals required under the Trust Agreement, the Maker's articles of incorporation, bylaws, or other governing documents, and applicable law. The transactions contemplated hereby are consistent with and expressly authorized by the terms of the Trust Agreement dated November 10, 2025, and the Maker has the full power, authority, and legal right to execute, deliver, and perform this Note in its capacity as Trustee.

Section 9.4 — Enforceability.

This Note constitutes the legal, valid, and binding obligation of the Maker, solely in its capacity as Trustee of the Trust, enforceable against the Maker (in such capacity) in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

Section 9.5 — No Conflicts.

Neither the execution and delivery of this Note nor the performance by the Maker of its obligations hereunder will (a) violate or conflict with the Trust Agreement, the Maker's articles of incorporation, bylaws, or other governing documents; (b) violate any law, statute, regulation, rule, order, judgment, decree, or injunction applicable to the Maker or the Trust; or (c) result in a breach of, constitute a default under, or give rise to any right of termination, acceleration, or cancellation under any material agreement, contract, instrument, or obligation to which the Maker or the Trust is a party or by which the Maker, the Trust, or any of their respective assets are bound.

ARTICLE X — COVENANTS OF MAKER

The Maker hereby covenants and agrees with the Payee as follows, and such covenants shall remain in effect so long as any amount of principal, interest, or other obligation remains outstanding under this Note:

Section 10.1 — Maintenance of Trust.

The Maker shall maintain the Trust in good standing and in full force and effect in accordance with the Trust Agreement and applicable law. The Maker shall not take or permit any action that would cause the Trust to be revoked, terminated, merged with any other trust, or otherwise dissolved or rendered invalid. The Maker shall continue to administer the Trust in accordance with its fiduciary duties and the terms of the Trust Agreement.

Section 10.2 — Preservation of Collateral.

The Maker shall preserve, protect, and maintain the Collateral and the Trust's ownership interest therein. The Maker shall not permit any lien, encumbrance, security interest, charge, or other claim (other than the security interest of the Payee created pursuant to the Pledge and Security Agreement and Permitted Liens, if any) to attach to or be asserted against any of the Collateral. The Maker shall exercise the voting and governance rights associated with the membership interests constituting the Collateral in a manner that is not detrimental to the value of the Collateral or inconsistent with the Maker's obligations under this Note.

Section 10.3 — Financial Information.

The Maker shall provide to the Payee, within ninety (90) days after the end of each calendar year, the following financial information:

(a) Annual financial statements of the Trust, including a statement of assets and liabilities, a statement of income and distributions, and a statement of changes in trust corpus, prepared in accordance with generally accepted accounting principles consistently applied;

(b) Annual financial statements of each of the Hospitality Entities (or, at the Maker's option, consolidated financial statements of the Hospitality Entities), including a balance sheet, income statement, statement of cash flows, and statement of changes in members' equity, prepared in accordance with generally accepted accounting principles consistently applied; and

(c) A certificate of the Maker, signed by an authorized officer or trust officer of the Maker, certifying that no Event of Default has occurred and is continuing (or, if an Event of Default has occurred, specifying the nature thereof and the steps being taken or proposed to be taken to cure the same).

All such financial statements shall be reviewed or audited by an independent certified public accounting firm of recognized standing. The Payee shall have the right, upon reasonable prior notice and at reasonable times during normal business hours, to inspect the books and records of the Trust and the Hospitality Entities.

Section 10.4 — Notice of Default.

The Maker shall promptly, and in any event within five (5) Business Days after becoming aware thereof, notify the Payee in writing upon becoming aware of (a) any Event of Default, (b) any event or circumstance that with the giving of notice, the passage of time, or both, would constitute an Event of Default, or (c) any litigation, arbitration, or governmental proceeding that is pending or, to the Maker's knowledge, threatened against the Trust or any Hospitality Entity that could reasonably be expected to have a material adverse effect on the Trust's ability to perform its obligations under this Note. Each such notice shall describe the event or circumstance in reasonable detail and shall specify the steps being taken or proposed to be taken to address the same.

Section 10.5 — Compliance with Laws.

The Maker shall comply, and shall cause the Trust and the Hospitality Entities to comply, with all applicable federal, state, and local laws, rules, regulations, ordinances, codes, orders, and requirements, including without limitation all applicable tax laws and filing requirements, to the extent that failure to so comply could reasonably be expected to have a material adverse effect on the Trust, the Collateral, or the Maker's ability to perform its obligations under this Note.

Section 10.6 — Distribution Minimums.

The Maker shall use commercially reasonable efforts to cause the Hospitality Entities to distribute to the Trust, on a timely basis, cash amounts sufficient to satisfy the payment obligations of the Maker under this Note, including all scheduled interest payments and the balloon payment due on the Maturity Date. The parties acknowledge that, as of the date hereof, the estimated annual distributable cash flow from the Hospitality Entities to the Trust is approximately Four Million Eight Hundred Thousand and 00/100 Dollars ($4,800,000.00), representing a coverage ratio of approximately 2.73 times (2.73×) relative to the annual interest payment obligation of One Million Seven Hundred Sixty Thousand and 00/100 Dollars ($1,760,000.00). Nothing in this Section 10.6 shall be construed as a guaranty by the Maker that such distributions will be made, and the Maker's obligations hereunder are subject to the limitations set forth in Article XII.

Section 10.7 — Tax Identification Number.

The Maker shall promptly obtain a federal employer identification number for the Trust from the Internal Revenue Service and shall furnish such number to the Payee in writing promptly upon receipt. As of the date hereof, an application for a federal employer identification number for the Trust has been submitted to the Internal Revenue Service and is currently pending. The Maker shall use diligent efforts to expedite the issuance of such number and shall furnish it to the Payee within thirty (30) days of the date hereof or promptly upon receipt, whichever is earlier.

ARTICLE XI — GRANTOR TRUST ACKNOWLEDGMENT

Section 11.1 — Grantor Trust Status.

The Payee and the Maker acknowledge and agree that, as of the date of this Note, the Trust is treated as a "grantor trust" with respect to the Payee (as the Grantor of the Trust) for federal income-tax purposes under Sections 671 through 679 of the Internal Revenue Code of 1986, as amended. Specifically, the Trust is treated as a grantor trust because the Grantor has retained the power, exercisable in a nonfiduciary capacity without the approval or consent of any person in a fiduciary capacity, to substitute assets of equivalent value for assets held by the Trust, within the meaning of IRC § 675(4)(C), as set forth in the Trust Agreement.

Section 11.2 — Tax Consequences.

As a consequence of the Trust's status as a grantor trust with respect to the Payee, the parties acknowledge that, for federal income-tax purposes: (a) the sale of the membership interests by the Payee (through PCG) to the Trust pursuant to the Purchase Agreement is not a taxable event and does not give rise to any gain or loss for federal income-tax purposes; (b) the payment of interest by the Maker to the Payee under this Note is not a taxable event and does not give rise to interest income to the Payee or an interest deduction to the Trust for federal income-tax purposes; and (c) all items of income, deduction, gain, loss, and credit of the Trust are reportable on the Payee's individual federal income-tax return. The parties intend that the treatment described in this Section 11.2 shall be consistently reported on all applicable tax returns and other filings.

Section 11.3 — Notice of Change in Status.

The Maker shall provide prompt written notice to the Payee (and in any event within five (5) Business Days) if the Maker becomes aware of any event, circumstance, or change in law that would or could reasonably be expected to cause the Trust to cease to be treated as a grantor trust with respect to the Payee for federal income-tax purposes, including without limitation (a) the death of the Payee (as Grantor), (b) any modification of the Trust Agreement that would alter or eliminate the power described in Section 11.1 hereof, or (c) any change in applicable law or IRS guidance that would affect the grantor trust status of the Trust.

Section 11.4 — No Effect on Payment Obligations.

Nothing in this Article XI shall alter, diminish, delay, or excuse the Maker's obligation to make all payments of principal, interest, and other amounts required under this Note when and as due. The Maker's payment obligations under this Note are absolute and unconditional, regardless of the tax treatment of the Trust or any change therein, and shall not be subject to any defense, setoff, counterclaim, or reduction by reason of the Trust's grantor trust status or any change thereto.

ARTICLE XII — LIMITATION OF TRUSTEE LIABILITY

Section 12.1 — Trustee Capacity.

The Maker is executing and delivering this Note, and is undertaking all obligations hereunder, solely in its capacity as Trustee of the Trust, and not in its individual or corporate capacity. The Maker shall have no personal liability whatsoever, whether as a corporation or otherwise, for the payment of any principal, interest, or other amounts due under this Note or for the performance or observance of any covenant, obligation, or condition contained herein. The Maker's obligations under this Note are solely obligations of the Maker in its capacity as Trustee, payable solely from and to the extent of the assets of the Trust.

Section 12.2 — Recourse Limited to Trust Assets.

The Payee's sole recourse for payment of any amounts due under this Note shall be limited to the assets of the Trust, including but not limited to the Collateral. The Payee shall have no right to proceed against, and hereby waives and releases any claim against, the individual or corporate assets of the Maker (including but not limited to the Maker's own capital, surplus, reserves, and other assets held by the Maker in its own right or in its capacity as trustee of any other trust), in satisfaction of any obligation under this Note. This limitation on recourse shall not, however, relieve the Maker of any liability arising from its own fraud, willful misconduct, or gross negligence in the administration of the Trust.

Section 12.3 — Successor Trustee.

In the event of the resignation, removal, death, incapacity, or other cessation of service of the Maker as Trustee of the Trust, the successor trustee duly appointed and qualified under the Trust Agreement shall automatically assume all rights and obligations of the Maker under this Note, and references herein to the "Maker" shall thereafter be deemed to refer to such successor trustee in its capacity as Trustee of the Trust. The Payee acknowledges that the Maker's obligations under this Note are institutional in nature and are binding upon the office of the Trustee rather than upon any individual or entity serving in that capacity, subject in each case to the limitation of liability set forth in this Article XII.

ARTICLE XIII — MISCELLANEOUS PROVISIONS

Section 13.1 — Governing Law.

This Note shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Florida, without regard to any conflicts-of-law principles that would result in the application of the laws of any other jurisdiction. The parties acknowledge and agree that the State of Florida has a substantial relationship to the parties and the transactions contemplated hereby.

Section 13.2 — Jurisdiction and Venue.

The Maker irrevocably and unconditionally submits to the exclusive jurisdiction of the Circuit Court of the Eleventh Judicial Circuit in and for Miami-Dade County, Florida, and the United States District Court for the Southern District of Florida, Miami Division, for any action, suit, or proceeding arising out of or relating to this Note, the Pledge and Security Agreement, or any transaction contemplated hereby or thereby. The Maker irrevocably waives any objection that it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any such court, and irrevocably waives and agrees not to plead or claim in any such court that any such action, suit, or proceeding brought therein has been brought in an inconvenient forum.

Section 13.3 — Waiver of Jury Trial.

EACH OF THE MAKER AND THE PAYEE HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE, THE PLEDGE AND SECURITY AGREEMENT, OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY. EACH PARTY CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER. EACH PARTY ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS NOTE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION.

Section 13.4 — Notices.

All notices, requests, demands, consents, and other communications required or permitted under this Note shall be in writing and shall be deemed to have been duly given: (a) when delivered personally (with written confirmation of receipt); (b) one (1) Business Day after deposit with a nationally recognized overnight courier service (with written confirmation of receipt), charges prepaid; or (c) three (3) Business Days after being sent by United States certified mail, return receipt requested, postage prepaid, in each case addressed as follows:

If to the Maker:

Cornerstone Fiduciary Services, Inc. as Trustee of The Salvatore A. Pellegrino 2025 Family Trust 200 West Forsyth Street, Suite 1500 Jacksonville, FL 32202

Attention: Helena R. Matsuda, Senior Trust Officer

Telephone: (904) 555-7200

Email: hmatsuda@cornerstonefiduciary.com

With a copy to (which shall not constitute notice):

Ridgeway & Callahan LLP 50 North Laura Street, Suite 2200 Jacksonville, FL 32202

Attention: Patricia N. Callahan, Esq.

Telephone: (904) 555-3400

Email: pcallahan@ridgewaycallahan.com

If to the Payee:

Salvatore A. Pellegrino c/o Pellegrino Capital Group LLC 2400 Salzedo Street, Suite 1200 Coral Gables, FL 33134 Telephone: (305) 555-9100

Email: sal@pellegrinocapital.com

With a copy to (which shall not constitute notice):

Calderwood & Harkness LLP 701 Brickell Avenue, Suite 3100 Miami, FL 33131

Attention: George Trujillo, Esq.

Telephone: (305) 555-6200

Email: gtrujillo@calderwoodharkness.com

Either party may change its address for purposes of this Section 13.4 by giving written notice of such change to the other party in accordance with this Section.

Section 13.5 — Successors and Assigns.

This Note shall be binding upon the Maker and its successors, assigns, and any successor trustee of the Trust, and shall inure to the benefit of the Payee and the Payee's heirs, executors, administrators, personal representatives, successors, and assigns. The Maker may not assign, delegate, or transfer any of its obligations under this Note without the prior written consent of the Payee, which consent may be withheld in the Payee's sole and absolute discretion. Any purported assignment by the Maker in violation of this Section shall be null and void. The Payee may assign this Note, in whole or in part, without the consent of the Maker; provided, however, that the Payee shall give the Maker written notice of any such assignment within ten (10) Business Days thereof.

Section 13.6 — Amendments and Waivers.

This Note may not be amended, modified, supplemented, or waived except by an instrument in writing signed by the Maker and the Payee. No course of dealing between the parties, no course of performance, and no trade usage or industry practice shall operate as an amendment or waiver of any provision of this Note.

Section 13.7 — Severability.

If any provision of this Note is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Note, and this Note shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein, so long as the economic and legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either party. Upon any such determination of invalidity, the parties shall negotiate in good faith to modify this Note so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner.

Section 13.8 — Entire Agreement.

This Note, together with the Purchase Agreement, the Pledge and Security Agreement, and the Trust Agreement, and all exhibits and schedules thereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, representations, and warranties, whether written or oral, relating to such subject matter. No party has relied on any representation or warranty of the other party not expressly set forth in this Note or the foregoing agreements.

Section 13.9 — Usury Savings Clause.

Notwithstanding anything to the contrary contained in this Note, in no event shall the rate of interest charged or collected hereunder exceed the maximum rate of interest permitted by applicable law (the "Maximum Rate"). If any payment of interest hereunder would cause the interest rate to exceed the Maximum Rate, then such payment shall automatically be reduced to the amount that results in the interest rate equaling the Maximum Rate. If any excess interest is inadvertently collected by the Payee, such excess shall, at the election of the Payee, be (a) applied to the reduction of the outstanding principal balance of this Note (and if the principal balance has been paid in full, refunded to the Maker) or (b) refunded to the Maker. In determining whether the interest paid or payable under this Note exceeds the Maximum Rate, the parties shall, to the fullest extent permitted by applicable law, (i) characterize any non-principal payment as an expense, fee, or premium rather than as interest, (ii) exclude voluntary prepayments and the effects thereof, and (iii) spread the total amount of interest throughout the entire contemplated term of this Note.

Section 13.10 — Costs and Expenses.

In the event of any default under this Note, and regardless of whether the Payee elects to accelerate the maturity of this Note, the Maker shall reimburse the Payee, upon demand, for all reasonable and documented costs and expenses (including without limitation reasonable attorneys' fees, paralegal fees, expert witness fees, court costs, filing fees, and all other costs of collection and enforcement) incurred by the Payee in connection with (a) the enforcement or attempted enforcement of this Note, the Pledge and Security Agreement, or any other instrument or agreement executed in connection herewith, (b) the protection, preservation, or realization upon the Collateral, and (c) any bankruptcy, insolvency, or similar proceeding involving the Maker, the Trust, or any of the Hospitality Entities. The obligations of the Maker under this Section 13.10 shall survive the payment in full of this Note.

Section 13.11 — Headings.

The article and section headings in this Note are included for convenience of reference only and shall not limit, expand, or otherwise affect the meaning or interpretation of any provision of this Note.

Section 13.12 — Counterparts.

This Note may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Note by facsimile transmission or by electronic transmission in portable document format (.pdf) shall be as effective as delivery of a manually executed original counterpart.

IN WITNESS WHEREOF, the Maker has executed and delivered this Secured Promissory Note as of the date first written above.

MAKER:

CORNERSTONE FIDUCIARY SERVICES, INC., solely in its capacity as Trustee of The Salvatore A. Pellegrino 2025 Family Trust

By: ________

Name: Helena R. Matsuda

Title: Senior Trust Officer

Date: December 15, 2025

ACKNOWLEDGED AND ACCEPTED BY PAYEE:

________________________________________

SALVATORE A. PELLEGRINO

Date: December 15, 2025

EXHIBIT A

PAYMENT SCHEDULE

The following table sets forth the scheduled payments of interest and principal under this Secured Promissory Note dated December 15, 2025, in the original principal amount of $40,000,000.00 (the "Note"). This schedule assumes no prepayment of principal and that all payments are made when due. Interest is calculated at 4.40% per annum, compounded annually, on the outstanding principal balance.

Summary:

This Exhibit A is attached to and forms a part of the Secured Promissory Note dated December 15, 2025, in the original principal amount of $40,000,000.00, made by Cornerstone Fiduciary Services, Inc., solely in its capacity as Trustee of The Salvatore A. Pellegrino 2025 Family Trust, in favor of Salvatore A. Pellegrino.

EXHIBIT B

DESCRIPTION OF COLLATERAL

This Exhibit B is attached to and forms a part of the Secured Promissory Note dated December 15, 2025 (the "Note"), in the original principal amount of $40,000,000.00, made by Cornerstone Fiduciary Services, Inc., solely in its capacity as Trustee of The Salvatore A. Pellegrino 2025 Family Trust (the "Maker"), in favor of Salvatore A. Pellegrino (the "Payee"). The Collateral described below is pledged pursuant to that certain Pledge and Security Agreement dated as of December 15, 2025 (the "Pledge and Security Agreement"), between the Maker (as Pledgor) and the Payee (as Secured Party). Reference is made to the Pledge and Security Agreement for a complete description of the terms and conditions of the security interest granted therein.

1. Pledged Membership Interests.

The following membership interests are pledged as Collateral to secure the Maker's obligations under the Note:

(a) Meridian Shores Hospitality LLC

• Entity: Meridian Shores Hospitality LLC, a Florida limited liability company

• EIN: 59-4021867

• Principal Place of Business: 4500 Gulf Shore Boulevard, Naples, FL 34102

• Interest Pledged: Ninety-two percent (92%) Class A membership interest

• Holder of Record: The Salvatore A. Pellegrino 2025 Family Trust, by and through Cornerstone Fiduciary Services, Inc., as Trustee

SECURED PROMISSORY NOTE
$40,000,000.00
December 15, 2025
Coral Gables, Florida
FOR VALUE RECEIVED, Cornerstone Fiduciary Services, Inc., a Florida corporation duly organized and existing under the laws of the State of Florida, solely in its capacity as Trustee of The Salvatore A. Pellegrino 2025 Family Trust, an irrevocable trust established under the laws of the State of Florida (the "Trust"), with a principal office at 200 West Forsyth Street, Suite 1500, Jacksonville, FL 32202 (in such capacity, the "Maker"), hereby unconditionally promises to pay to the order of Salvatore A. Pellegrino, an individual residing at 610 Casuarina Concourse, Coral Gables, FL 33143 (the "Payee"), the principal sum of Forty Million and 00/100 Dollars ($40,000,000.00), together with interest thereon as provided herein, in accordance with the terms and conditions set forth in this Secured Promissory Note (this "Note").
This Note is issued pursuant to and in connection with that certain Membership Interest Purchase Agreement dated as of December 15, 2025 (the "Purchase Agreement"), by and between Salvatore A. Pellegrino, acting through Pellegrino Capital Group LLC, a Florida limited liability company ("PCG"), as Seller, and the Trust, as Purchaser, for the acquisition of membership interests in Meridian Shores Hospitality LLC, Costa Luma Resort Holdings LLC, and Azulia Beach Club LLC (each as more particularly described herein, and collectively, the "Hospitality Entities"). This Note represents the full purchase price of $40,000,000.00 for the membership interests acquired by the Trust pursuant to the Purchase Agreement, and the indebtedness evidenced hereby constitutes part of the consideration delivered by the Trust in exchange for such membership interests. Reference is hereby made to the Purchase Agreement for a complete description of the terms and conditions of such acquisition, the representations and warranties of the parties thereto, and certain additional covenants applicable to the transactions contemplated thereby.
ARTICLE I — DEFINITIONS
As used in this Note, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Purchase Agreement or the Pledge and Security Agreement, as the context may require.
"Applicable Rate" means a rate of four and forty-hundredths percent (4.40%) per annum, which is equal to or greater than the applicable federal rate for mid-term obligations (obligations with a term of more than three years but not more than nine years) published by the Internal Revenue Service for September 2025, compounded annually, as determined under Internal Revenue Code ("IRC") Section 1274(d).
"Business Day" means any day other than a Saturday, a Sunday, or a day on which commercial banks in the State of Florida are authorized or required by law, regulation, or executive order to close.
"Collateral" has the meaning ascribed to such term in the Pledge and Security Agreement and is described in summary form in Exhibit B attached hereto.
"Default Rate" means a rate per annum equal to the Applicable Rate plus two percent (2.00%), which rate, as of the date hereof, equals six and forty-hundredths percent (6.40%) per annum.
"Event of Default" has the meaning set forth in Section 9.1 of this Note.
"Hospitality Entities" means, collectively, (a) Meridian Shores Hospitality LLC, a Florida limited liability company (EIN 59-4021867), (b) Costa Luma Resort Holdings LLC, a Florida limited liability company (EIN 59-4173920), and (c) Azulia Beach Club LLC, a Florida limited liability company (EIN 59-4285413).
"Maker" means Cornerstone Fiduciary Services, Inc., a Florida corporation, solely in its capacity as Trustee of the Trust, and not in its individual or corporate capacity.
"Maturity Date" means December 15, 2034.
"Payee" means Salvatore A. Pellegrino, an individual, and his heirs, executors, administrators, successors, and permitted assigns.
"Pledge and Security Agreement" means that certain Pledge and Security Agreement dated as of December 15, 2025, by and between the Maker, as Pledgor, and the Payee, as Secured Party, as such agreement may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.
"Purchase Agreement" has the meaning set forth in the introductory paragraph of this Note.
"Trust" means The Salvatore A. Pellegrino 2025 Family Trust, an irrevocable trust established pursuant to that certain Trust Agreement dated November 10, 2025 (the "Trust Agreement"), as amended from time to time in accordance with its terms.
ARTICLE II — PRINCIPAL
The principal amount of this Note is Forty Million and 00/100 Dollars ($40,000,000.00). The entire outstanding principal balance, together with all accrued and unpaid interest thereon and all other amounts payable under this Note, shall be due and payable in full on the Maturity Date as a single balloon payment. There shall be no scheduled amortization of principal during the term of this Note. Except as otherwise expressly provided in Article VII hereof, no payments of principal shall be due prior to the Maturity Date.
ARTICLE III — INTEREST
Section 3.1 — Interest Rate.
Interest shall accrue on the outstanding principal balance of this Note at the Applicable Rate of four and forty-hundredths percent (4.40%) per annum, compounded annually. The parties acknowledge and agree that the Applicable Rate equals or exceeds the mid-term applicable federal rate for September 2025 for annual compounding as published by the Internal Revenue Service pursuant to IRC § 1274(d), thereby satisfying the safe-harbor requirements of IRC §§ 1274 and 7872 with respect to the indebtedness evidenced by this Note. The parties intend that the interest rate provided herein shall be treated as adequate stated interest for all purposes of the Internal Revenue Code, and the parties shall not take any position inconsistent with such treatment on any federal, state, or local income tax return or other filing.
Section 3.2 — Calculation Method.
Interest shall be calculated on the basis of a three hundred sixty-five (365)-day year (or a three hundred sixty-six (366)-day year in the case of a leap year) for the actual number of days elapsed during the applicable interest accrual period. Interest shall commence accruing on the date of this Note and shall continue to accrue until the entire principal balance and all accrued and unpaid interest have been paid in full.
Section 3.3 — Annual Interest Payments.
Accrued interest shall be payable annually in arrears on each anniversary of the date of this Note (that is, on December 15 of each year), commencing on December 15, 2026, and continuing on each December 15 thereafter through and including the Maturity Date. Assuming no prepayment of principal, each annual interest payment shall be in the amount of One Million Seven Hundred Sixty Thousand and 00/100 Dollars ($1,760,000.00), calculated as follows: $40,000,000.00 × 4.40% = $1,760,000.00. The payment schedule for the term of this Note is set forth in Exhibit A attached hereto and incorporated herein by reference.
Section 3.4 — Interest on Overdue Amounts.
Any amount of principal or interest that is not paid when due (whether at the stated due date, upon acceleration, or otherwise) shall bear interest at the Default Rate (i.e., the Applicable Rate plus two percent (2.00%) per annum, which as of the date hereof equals six and forty-hundredths percent (6.40%) per annum) from the date such amount was due until such amount, together with all accrued default interest thereon, is paid in full. The imposition of default interest shall be in addition to, and not in lieu of, any other rights or remedies available to the Payee hereunder or under applicable law.
ARTICLE IV — PAYMENTS
Section 4.1 — Payment Schedule Summary.
Payments under this Note shall be made as follows:
(a) Interest Payments. Interest-only payments in the amount of One Million Seven Hundred Sixty Thousand and 00/100 Dollars ($1,760,000.00) shall be due and payable annually on each December 15, commencing December 15, 2026, and continuing on each December 15 thereafter through and including December 15, 2034.
(b) Balloon Payment. On the Maturity Date (December 15, 2034), the entire outstanding principal balance of Forty Million and 00/100 Dollars ($40,000,000.00), together with all accrued and unpaid interest thereon and all other amounts then outstanding under this Note, shall be due and payable in full as a single balloon payment. The total amount due on the Maturity Date, assuming no prior prepayment of principal, shall be Forty-One Million Seven Hundred Sixty Thousand and 00/100 Dollars ($41,760,000.00), consisting of $40,000,000.00 in principal and $1,760,000.00 in accrued interest for the final interest period.
Section 4.2 — Method of Payment.
All payments of principal, interest, and other amounts due under this Note shall be made in lawful money of the United States of America by wire transfer of immediately available funds to the following account designated by the Payee, or to such other account as the Payee may designate in writing from time to time upon not less than five (5) Business Days' prior written notice to the Maker:
Bank: Prescott National Bank Address: 401 East Las Olas Boulevard, Fort Lauderdale, FL 33301 Attention: Thomas J. Andersen, Senior Vice President, Private Banking ABA Routing Number: [To be provided by Payee] Account Number: [To be provided by Payee] Account Name: [To be provided by Payee] Reference: Pellegrino 2025 Family Trust — Note Payment
Payments received by wire transfer shall be deemed received on the date on which the funds are credited to the Payee's account at the designated financial institution. The Maker shall bear all costs and charges associated with any wire transfer.
Section 4.3 — Application of Payments.
Unless otherwise agreed in writing by the Payee, all payments received by the Payee from or on behalf of the Maker shall be applied in the following order of priority: (a) first, to any costs, expenses, fees, and indemnification obligations then due and payable to the Payee under this Note or the Pledge and Security Agreement; (b) second, to accrued and unpaid interest (including default interest, if any) on the outstanding principal balance; and (c) third, to the outstanding principal balance of this Note. Notwithstanding the foregoing, during the continuance of an Event of Default, the Payee may apply payments received in such order and manner as the Payee may determine in its sole discretion.
Section 4.4 — Business Day Convention.
If any scheduled payment date (including the Maturity Date) falls on a day that is not a Business Day, such payment shall be due and payable on the next succeeding Business Day, and interest shall continue to accrue on the outstanding principal balance (and, if applicable, on any overdue amounts) through and including the actual date of payment. No adjustment to the amount of interest payable shall be made by reason of any extension of a payment date pursuant to this Section 4.4.
ARTICLE V — PREPAYMENT
Section 5.1 — Voluntary Prepayment.
The Maker may prepay the outstanding principal of this Note, in whole or in part, at any time and from time to time, without penalty, premium, or prepayment charge of any kind, upon not less than five (5) Business Days' prior written notice to the Payee specifying the proposed date of prepayment and the amount of principal to be prepaid. Each such notice shall be irrevocable once delivered to the Payee.
Section 5.2 — Application of Prepayments.
Any prepayment of principal (whether in whole or in part) shall be accompanied by all accrued and unpaid interest on the principal amount being prepaid through and including the date of prepayment. Any partial prepayment shall be applied first to accrued and unpaid interest on the principal amount being prepaid and then to outstanding principal. No partial prepayment of principal shall postpone, reduce, or otherwise relieve the Maker of its obligation to make subsequent scheduled interest payments on the remaining outstanding principal balance in accordance with the terms of this Note.
Section 5.3 — No Re-borrowing.
This Note evidences a term loan and not a revolving credit facility. Any amounts of principal prepaid by the Maker may not be re-borrowed, and the aggregate principal amount of this Note shall be permanently reduced by the amount of each such prepayment.
ARTICLE VI — SECURITY
Section 6.1 — Pledge and Security Agreement.
This Note is secured by the Pledge and Security Agreement, pursuant to which the Maker (as Pledgor) has granted to the Payee (as Secured Party) a first-priority security interest in and lien upon the following property and assets of the Trust (collectively, the "Collateral"):
(a) All membership interests in the Hospitality Entities held by or on behalf of the Trust, consisting of: (i) a ninety-two percent (92%) Class A membership interest in Meridian Shores Hospitality LLC; (ii) a one hundred percent (100%) membership interest in Costa Luma Resort Holdings LLC; and (iii) an eighty-eight percent (88%) Class A membership interest in Azulia Beach Club LLC; and
(b) All distributions, dividends, allocations, cash flow, proceeds, and other amounts payable or distributable in respect of such membership interests, whether now existing or hereafter arising, together with all rights, privileges, and preferences appertaining thereto, including without limitation all voting rights, consent rights, economic rights, and governance rights associated therewith.
The Collateral is described in greater detail in Exhibit B attached hereto and in the Pledge and Security Agreement. The obligations of the Maker under this Note are secured obligations, and the Payee's rights and remedies with respect to the Collateral are as set forth in the Pledge and Security Agreement and applicable law.
Section 6.2 — Further Assurances.
The Maker shall execute and deliver, or cause to be executed and delivered, all UCC-1 financing statements, UCC-3 amendments, continuation statements, and other instruments, agreements, certificates, and documents as the Payee may reasonably request from time to time in order to create, perfect, maintain, preserve, and protect the first-priority security interest granted to the Payee under the Pledge and Security Agreement. The Maker hereby authorizes the Payee to file any such financing statements and amendments without the Maker's signature to the extent permitted by applicable law. All costs and expenses of preparing, filing, and recording such instruments shall be borne by the Maker.
Section 6.3 — No Impairment of Collateral.
The Maker shall not sell, assign, transfer, convey, pledge, hypothecate, encumber, or otherwise dispose of any of the Collateral, or permit any lien, charge, or encumbrance to attach to any of the Collateral, except as expressly permitted under the Pledge and Security Agreement and in each case subject to and subordinate to the first-priority lien and security interest of the Payee. The Maker shall take all actions necessary or advisable to defend and protect the Collateral from and against any claims, liens, or demands of any Person (other than the Payee).
ARTICLE VII — EVENTS OF DEFAULT
Section 7.1 — Events of Default.
Each of the following shall constitute an "Event of Default" under this Note:
(a) Payment Default. The Maker fails to pay any installment of interest or principal, or any other amount due under this Note, when and as the same becomes due and payable (whether at a scheduled payment date, upon acceleration, upon the Maturity Date, or otherwise), and such failure continues unremedied for a period of ten (10) Business Days after written notice thereof from the Payee to the Maker.
(b) Breach of Covenants. The Maker fails to observe or perform any other covenant, condition, obligation, or agreement of the Maker contained in this Note or in the Pledge and Security Agreement (other than a payment obligation addressed by Section 7.1(a) above), and such failure continues unremedied for a period of thirty (30) days after written notice thereof from the Payee to the Maker specifying the nature of such failure; provided, however, that if such failure is of a nature that it cannot reasonably be cured within such thirty (30)-day period and the Maker has commenced diligent efforts to cure such failure within such period and thereafter continues such efforts, the cure period shall be extended for an additional thirty (30) days (for a total cure period not to exceed sixty (60) days from the date of the Payee's notice).
(c) Breach of Representations. Any representation or warranty made by the Maker in this Note, the Purchase Agreement, or the Pledge and Security Agreement proves to have been materially false, misleading, or incorrect when made or when deemed to have been made.
(d) Insolvency. The Maker or the Trust: (i) commences a voluntary case or other proceeding seeking liquidation, reorganization, arrangement, adjustment, or other relief under any applicable bankruptcy, insolvency, receivership, or similar law now or hereafter in effect; (ii) consents to the entry of an order for relief in an involuntary case under any such law or consents to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator, or similar official of the Maker, the Trust, or any substantial part of the Maker's or the Trust's property; (iii) makes a general assignment for the benefit of creditors; or (iv) admits in writing its inability to pay its debts generally as they become due.
(e) Involuntary Proceedings. An involuntary case or other proceeding is commenced against the Maker or the Trust under any bankruptcy, insolvency, or similar law now or hereafter in effect seeking the appointment of a receiver, trustee, custodian, liquidator, or similar official, or seeking the liquidation, reorganization, or other relief with respect to the Maker, the Trust, or the Trust's assets, and such proceeding or petition remains undismissed and unstayed for a period of sixty (60) consecutive days, or an order or decree approving or ordering any of the foregoing is entered.
(f) Termination or Revocation of Trust. The Trust is revoked, terminated, declared void, or otherwise dissolved by a court of competent jurisdiction or by operation of law, or the Maker ceases to serve as Trustee of the Trust (whether by resignation, removal, incapacity, or otherwise) and no successor trustee that is reasonably acceptable to the Payee is duly appointed and qualified within sixty (60) days of such cessation.
(g) Impairment of Collateral. The security interest in the Collateral granted pursuant to the Pledge and Security Agreement ceases to be a valid, enforceable, perfected, first-priority security interest (subject to Permitted Liens, if any, as defined in the Pledge and Security Agreement), or the Collateral is materially diminished in value through the action or inaction of the Maker, the Trust, or any of the Hospitality Entities, other than diminution resulting solely from general market or economic conditions.
(h) Cross-Default. A default or event of default occurs under any material agreement, instrument, or obligation relating to the Hospitality Entities to which the Trust or any Hospitality Entity is a party, and such default or event of default is not waived or cured within any applicable grace period, if the effect of such default would be to materially impair the Trust's ability to perform its obligations under this Note or would materially impair the value of the Collateral.
ARTICLE VIII — REMEDIES UPON DEFAULT
Section 8.1 — Acceleration.
Upon the occurrence and during the continuance of any Event of Default, the Payee may, at the Payee's option, by written notice to the Maker, declare the entire unpaid principal balance of this Note, together with all accrued and unpaid interest (including default interest) and all other amounts payable hereunder, to be immediately due and payable in full, without presentment, demand, protest, or other notice of any kind, all of which are hereby expressly waived by the Maker to the fullest extent permitted by applicable law. Notwithstanding the foregoing, upon the occurrence of any Event of Default described in Section 7.1(d) or Section 7.1(e) (insolvency or involuntary proceedings), the entire unpaid principal balance of this Note, together with all accrued and unpaid interest and all other amounts payable hereunder, shall automatically and immediately become due and payable without any notice, declaration, or other act on the part of the Payee.
Section 8.2 — Remedies Under Pledge and Security Agreement.
Upon acceleration of the obligations under this Note (whether by declaration of the Payee or automatically as provided in Section 8.1), the Payee shall be entitled to exercise all rights and remedies available to the Payee under the Pledge and Security Agreement, including without limitation the right to foreclose on and dispose of the Collateral in accordance with Article 9 of the Florida Uniform Commercial Code (Chapter 679, Florida Statutes) and any other applicable law, and the right to apply the proceeds of any such disposition to the satisfaction of the obligations under this Note in the order of priority set forth in Section 4.3 hereof.
Section 8.3 — Cumulative Remedies.
The rights and remedies of the Payee under this Note, the Pledge and Security Agreement, and any other instrument or agreement executed in connection herewith are cumulative and not exclusive of any other rights or remedies that may be available to the Payee at law, in equity, or otherwise. The exercise of any one right or remedy shall not preclude the exercise of any other right or remedy, and no single or partial exercise of any right or remedy shall preclude any further or other exercise thereof.
Section 8.4 — No Waiver.
No failure or delay by the Payee in exercising any right, power, or remedy under this Note or the Pledge and Security Agreement, and no course of dealing between the Maker and the Payee, shall operate as a waiver of any such right, power, or remedy. No single or partial exercise of any right, power, or remedy shall preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. No waiver of any Event of Default shall be effective unless in writing and signed by the Payee, and no such waiver shall extend to or affect any subsequent Event of Default or impair any right, power, or remedy arising therefrom.
ARTICLE IX — REPRESENTATIONS AND WARRANTIES OF MAKER
The Maker hereby represents and warrants to the Payee as of the date hereof as follows:
Section 9.1 — Organization and Standing.
The Maker is a corporation duly organized, validly existing, and in good standing under the laws of the State of Florida. The Maker is duly authorized, qualified, and licensed to serve as a trustee under the laws of the State of Florida, holding Florida Trust Company License No. FTC-2014-00287 issued by the Florida Office of Financial Regulation, and such license is in full force and effect and has not been suspended, revoked, or subject to any pending or threatened enforcement action.
Section 9.2 — Valid Trust.
The Trust has been duly established pursuant to the Trust Agreement dated November 10, 2025, and is a valid, subsisting irrevocable trust under the laws of the State of Florida. The Trust has not been revoked, terminated, amended (other than as contemplated by the Purchase Agreement), or declared void, and no action or proceeding is pending or, to the Maker's knowledge, threatened seeking the revocation, termination, or invalidation of the Trust.
Section 9.3 — Authorization.
The execution, delivery, and performance of this Note and the Pledge and Security Agreement have been duly authorized by all necessary action on the part of the Maker, acting in its capacity as Trustee of the Trust, including any approvals required under the Trust Agreement, the Maker's articles of incorporation, bylaws, or other governing documents, and applicable law. The transactions contemplated hereby are consistent with and expressly authorized by the terms of the Trust Agreement dated November 10, 2025, and the Maker has the full power, authority, and legal right to execute, deliver, and perform this Note in its capacity as Trustee.
Section 9.4 — Enforceability.
This Note constitutes the legal, valid, and binding obligation of the Maker, solely in its capacity as Trustee of the Trust, enforceable against the Maker (in such capacity) in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
Section 9.5 — No Conflicts.
Neither the execution and delivery of this Note nor the performance by the Maker of its obligations hereunder will (a) violate or conflict with the Trust Agreement, the Maker's articles of incorporation, bylaws, or other governing documents; (b) violate any law, statute, regulation, rule, order, judgment, decree, or injunction applicable to the Maker or the Trust; or (c) result in a breach of, constitute a default under, or give rise to any right of termination, acceleration, or cancellation under any material agreement, contract, instrument, or obligation to which the Maker or the Trust is a party or by which the Maker, the Trust, or any of their respective assets are bound.
ARTICLE X — COVENANTS OF MAKER
The Maker hereby covenants and agrees with the Payee as follows, and such covenants shall remain in effect so long as any amount of principal, interest, or other obligation remains outstanding under this Note:
Section 10.1 — Maintenance of Trust.
The Maker shall maintain the Trust in good standing and in full force and effect in accordance with the Trust Agreement and applicable law. The Maker shall not take or permit any action that would cause the Trust to be revoked, terminated, merged with any other trust, or otherwise dissolved or rendered invalid. The Maker shall continue to administer the Trust in accordance with its fiduciary duties and the terms of the Trust Agreement.
Section 10.2 — Preservation of Collateral.
The Maker shall preserve, protect, and maintain the Collateral and the Trust's ownership interest therein. The Maker shall not permit any lien, encumbrance, security interest, charge, or other claim (other than the security interest of the Payee created pursuant to the Pledge and Security Agreement and Permitted Liens, if any) to attach to or be asserted against any of the Collateral. The Maker shall exercise the voting and governance rights associated with the membership interests constituting the Collateral in a manner that is not detrimental to the value of the Collateral or inconsistent with the Maker's obligations under this Note.
Section 10.3 — Financial Information.
The Maker shall provide to the Payee, within ninety (90) days after the end of each calendar year, the following financial information:
(a) Annual financial statements of the Trust, including a statement of assets and liabilities, a statement of income and distributions, and a statement of changes in trust corpus, prepared in accordance with generally accepted accounting principles consistently applied;
(b) Annual financial statements of each of the Hospitality Entities (or, at the Maker's option, consolidated financial statements of the Hospitality Entities), including a balance sheet, income statement, statement of cash flows, and statement of changes in members' equity, prepared in accordance with generally accepted accounting principles consistently applied; and
(c) A certificate of the Maker, signed by an authorized officer or trust officer of the Maker, certifying that no Event of Default has occurred and is continuing (or, if an Event of Default has occurred, specifying the nature thereof and the steps being taken or proposed to be taken to cure the same).
All such financial statements shall be reviewed or audited by an independent certified public accounting firm of recognized standing. The Payee shall have the right, upon reasonable prior notice and at reasonable times during normal business hours, to inspect the books and records of the Trust and the Hospitality Entities.
Section 10.4 — Notice of Default.
The Maker shall promptly, and in any event within five (5) Business Days after becoming aware thereof, notify the Payee in writing upon becoming aware of (a) any Event of Default, (b) any event or circumstance that with the giving of notice, the passage of time, or both, would constitute an Event of Default, or (c) any litigation, arbitration, or governmental proceeding that is pending or, to the Maker's knowledge, threatened against the Trust or any Hospitality Entity that could reasonably be expected to have a material adverse effect on the Trust's ability to perform its obligations under this Note. Each such notice shall describe the event or circumstance in reasonable detail and shall specify the steps being taken or proposed to be taken to address the same.
Section 10.5 — Compliance with Laws.
The Maker shall comply, and shall cause the Trust and the Hospitality Entities to comply, with all applicable federal, state, and local laws, rules, regulations, ordinances, codes, orders, and requirements, including without limitation all applicable tax laws and filing requirements, to the extent that failure to so comply could reasonably be expected to have a material adverse effect on the Trust, the Collateral, or the Maker's ability to perform its obligations under this Note.
Section 10.6 — Distribution Minimums.
The Maker shall use commercially reasonable efforts to cause the Hospitality Entities to distribute to the Trust, on a timely basis, cash amounts sufficient to satisfy the payment obligations of the Maker under this Note, including all scheduled interest payments and the balloon payment due on the Maturity Date. The parties acknowledge that, as of the date hereof, the estimated annual distributable cash flow from the Hospitality Entities to the Trust is approximately Four Million Eight Hundred Thousand and 00/100 Dollars ($4,800,000.00), representing a coverage ratio of approximately 2.73 times (2.73×) relative to the annual interest payment obligation of One Million Seven Hundred Sixty Thousand and 00/100 Dollars ($1,760,000.00). Nothing in this Section 10.6 shall be construed as a guaranty by the Maker that such distributions will be made, and the Maker's obligations hereunder are subject to the limitations set forth in Article XII.
Section 10.7 — Tax Identification Number.
The Maker shall promptly obtain a federal employer identification number for the Trust from the Internal Revenue Service and shall furnish such number to the Payee in writing promptly upon receipt. As of the date hereof, an application for a federal employer identification number for the Trust has been submitted to the Internal Revenue Service and is currently pending. The Maker shall use diligent efforts to expedite the issuance of such number and shall furnish it to the Payee within thirty (30) days of the date hereof or promptly upon receipt, whichever is earlier.
ARTICLE XI — GRANTOR TRUST ACKNOWLEDGMENT
Section 11.1 — Grantor Trust Status.
The Payee and the Maker acknowledge and agree that, as of the date of this Note, the Trust is treated as a "grantor trust" with respect to the Payee (as the Grantor of the Trust) for federal income-tax purposes under Sections 671 through 679 of the Internal Revenue Code of 1986, as amended. Specifically, the Trust is treated as a grantor trust because the Grantor has retained the power, exercisable in a nonfiduciary capacity without the approval or consent of any person in a fiduciary capacity, to substitute assets of equivalent value for assets held by the Trust, within the meaning of IRC § 675(4)(C), as set forth in the Trust Agreement.
Section 11.2 — Tax Consequences.
As a consequence of the Trust's status as a grantor trust with respect to the Payee, the parties acknowledge that, for federal income-tax purposes: (a) the sale of the membership interests by the Payee (through PCG) to the Trust pursuant to the Purchase Agreement is not a taxable event and does not give rise to any gain or loss for federal income-tax purposes; (b) the payment of interest by the Maker to the Payee under this Note is not a taxable event and does not give rise to interest income to the Payee or an interest deduction to the Trust for federal income-tax purposes; and (c) all items of income, deduction, gain, loss, and credit of the Trust are reportable on the Payee's individual federal income-tax return. The parties intend that the treatment described in this Section 11.2 shall be consistently reported on all applicable tax returns and other filings.
Section 11.3 — Notice of Change in Status.
The Maker shall provide prompt written notice to the Payee (and in any event within five (5) Business Days) if the Maker becomes aware of any event, circumstance, or change in law that would or could reasonably be expected to cause the Trust to cease to be treated as a grantor trust with respect to the Payee for federal income-tax purposes, including without limitation (a) the death of the Payee (as Grantor), (b) any modification of the Trust Agreement that would alter or eliminate the power described in Section 11.1 hereof, or (c) any change in applicable law or IRS guidance that would affect the grantor trust status of the Trust.
Section 11.4 — No Effect on Payment Obligations.
Nothing in this Article XI shall alter, diminish, delay, or excuse the Maker's obligation to make all payments of principal, interest, and other amounts required under this Note when and as due. The Maker's payment obligations under this Note are absolute and unconditional, regardless of the tax treatment of the Trust or any change therein, and shall not be subject to any defense, setoff, counterclaim, or reduction by reason of the Trust's grantor trust status or any change thereto.
ARTICLE XII — LIMITATION OF TRUSTEE LIABILITY
Section 12.1 — Trustee Capacity.
The Maker is executing and delivering this Note, and is undertaking all obligations hereunder, solely in its capacity as Trustee of the Trust, and not in its individual or corporate capacity. The Maker shall have no personal liability whatsoever, whether as a corporation or otherwise, for the payment of any principal, interest, or other amounts due under this Note or for the performance or observance of any covenant, obligation, or condition contained herein. The Maker's obligations under this Note are solely obligations of the Maker in its capacity as Trustee, payable solely from and to the extent of the assets of the Trust.
Section 12.2 — Recourse Limited to Trust Assets.
The Payee's sole recourse for payment of any amounts due under this Note shall be limited to the assets of the Trust, including but not limited to the Collateral. The Payee shall have no right to proceed against, and hereby waives and releases any claim against, the individual or corporate assets of the Maker (including but not limited to the Maker's own capital, surplus, reserves, and other assets held by the Maker in its own right or in its capacity as trustee of any other trust), in satisfaction of any obligation under this Note. This limitation on recourse shall not, however, relieve the Maker of any liability arising from its own fraud, willful misconduct, or gross negligence in the administration of the Trust.
Section 12.3 — Successor Trustee.
In the event of the resignation, removal, death, incapacity, or other cessation of service of the Maker as Trustee of the Trust, the successor trustee duly appointed and qualified under the Trust Agreement shall automatically assume all rights and obligations of the Maker under this Note, and references herein to the "Maker" shall thereafter be deemed to refer to such successor trustee in its capacity as Trustee of the Trust. The Payee acknowledges that the Maker's obligations under this Note are institutional in nature and are binding upon the office of the Trustee rather than upon any individual or entity serving in that capacity, subject in each case to the limitation of liability set forth in this Article XII.
ARTICLE XIII — MISCELLANEOUS PROVISIONS
Section 13.1 — Governing Law.
This Note shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Florida, without regard to any conflicts-of-law principles that would result in the application of the laws of any other jurisdiction. The parties acknowledge and agree that the State of Florida has a substantial relationship to the parties and the transactions contemplated hereby.
Section 13.2 — Jurisdiction and Venue.
The Maker irrevocably and unconditionally submits to the exclusive jurisdiction of the Circuit Court of the Eleventh Judicial Circuit in and for Miami-Dade County, Florida, and the United States District Court for the Southern District of Florida, Miami Division, for any action, suit, or proceeding arising out of or relating to this Note, the Pledge and Security Agreement, or any transaction contemplated hereby or thereby. The Maker irrevocably waives any objection that it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any such court, and irrevocably waives and agrees not to plead or claim in any such court that any such action, suit, or proceeding brought therein has been brought in an inconvenient forum.
Section 13.3 — Waiver of Jury Trial.
EACH OF THE MAKER AND THE PAYEE HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE, THE PLEDGE AND SECURITY AGREEMENT, OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY. EACH PARTY CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER. EACH PARTY ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS NOTE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION.
Section 13.4 — Notices.
All notices, requests, demands, consents, and other communications required or permitted under this Note shall be in writing and shall be deemed to have been duly given: (a) when delivered personally (with written confirmation of receipt); (b) one (1) Business Day after deposit with a nationally recognized overnight courier service (with written confirmation of receipt), charges prepaid; or (c) three (3) Business Days after being sent by United States certified mail, return receipt requested, postage prepaid, in each case addressed as follows:
If to the Maker:
Cornerstone Fiduciary Services, Inc. as Trustee of The Salvatore A. Pellegrino 2025 Family Trust 200 West Forsyth Street, Suite 1500 Jacksonville, FL 32202
Attention: Helena R. Matsuda, Senior Trust Officer
Telephone: (904) 555-7200
Email: hmatsuda@cornerstonefiduciary.com
With a copy to (which shall not constitute notice):
Ridgeway & Callahan LLP 50 North Laura Street, Suite 2200 Jacksonville, FL 32202
Attention: Patricia N. Callahan, Esq.
Telephone: (904) 555-3400
Email: pcallahan@ridgewaycallahan.com
If to the Payee:
Salvatore A. Pellegrino c/o Pellegrino Capital Group LLC 2400 Salzedo Street, Suite 1200 Coral Gables, FL 33134 Telephone: (305) 555-9100
Email: sal@pellegrinocapital.com
With a copy to (which shall not constitute notice):
Calderwood & Harkness LLP 701 Brickell Avenue, Suite 3100 Miami, FL 33131
Attention: George Trujillo, Esq.
Telephone: (305) 555-6200
Email: gtrujillo@calderwoodharkness.com
Either party may change its address for purposes of this Section 13.4 by giving written notice of such change to the other party in accordance with this Section.
Section 13.5 — Successors and Assigns.
This Note shall be binding upon the Maker and its successors, assigns, and any successor trustee of the Trust, and shall inure to the benefit of the Payee and the Payee's heirs, executors, administrators, personal representatives, successors, and assigns. The Maker may not assign, delegate, or transfer any of its obligations under this Note without the prior written consent of the Payee, which consent may be withheld in the Payee's sole and absolute discretion. Any purported assignment by the Maker in violation of this Section shall be null and void. The Payee may assign this Note, in whole or in part, without the consent of the Maker; provided, however, that the Payee shall give the Maker written notice of any such assignment within ten (10) Business Days thereof.
Section 13.6 — Amendments and Waivers.
This Note may not be amended, modified, supplemented, or waived except by an instrument in writing signed by the Maker and the Payee. No course of dealing between the parties, no course of performance, and no trade usage or industry practice shall operate as an amendment or waiver of any provision of this Note.
Section 13.7 — Severability.
If any provision of this Note is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Note, and this Note shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein, so long as the economic and legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either party. Upon any such determination of invalidity, the parties shall negotiate in good faith to modify this Note so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner.
Section 13.8 — Entire Agreement.
This Note, together with the Purchase Agreement, the Pledge and Security Agreement, and the Trust Agreement, and all exhibits and schedules thereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, representations, and warranties, whether written or oral, relating to such subject matter. No party has relied on any representation or warranty of the other party not expressly set forth in this Note or the foregoing agreements.
Section 13.9 — Usury Savings Clause.
Notwithstanding anything to the contrary contained in this Note, in no event shall the rate of interest charged or collected hereunder exceed the maximum rate of interest permitted by applicable law (the "Maximum Rate"). If any payment of interest hereunder would cause the interest rate to exceed the Maximum Rate, then such payment shall automatically be reduced to the amount that results in the interest rate equaling the Maximum Rate. If any excess interest is inadvertently collected by the Payee, such excess shall, at the election of the Payee, be (a) applied to the reduction of the outstanding principal balance of this Note (and if the principal balance has been paid in full, refunded to the Maker) or (b) refunded to the Maker. In determining whether the interest paid or payable under this Note exceeds the Maximum Rate, the parties shall, to the fullest extent permitted by applicable law, (i) characterize any non-principal payment as an expense, fee, or premium rather than as interest, (ii) exclude voluntary prepayments and the effects thereof, and (iii) spread the total amount of interest throughout the entire contemplated term of this Note.
Section 13.10 — Costs and Expenses.
In the event of any default under this Note, and regardless of whether the Payee elects to accelerate the maturity of this Note, the Maker shall reimburse the Payee, upon demand, for all reasonable and documented costs and expenses (including without limitation reasonable attorneys' fees, paralegal fees, expert witness fees, court costs, filing fees, and all other costs of collection and enforcement) incurred by the Payee in connection with (a) the enforcement or attempted enforcement of this Note, the Pledge and Security Agreement, or any other instrument or agreement executed in connection herewith, (b) the protection, preservation, or realization upon the Collateral, and (c) any bankruptcy, insolvency, or similar proceeding involving the Maker, the Trust, or any of the Hospitality Entities. The obligations of the Maker under this Section 13.10 shall survive the payment in full of this Note.
Section 13.11 — Headings.
The article and section headings in this Note are included for convenience of reference only and shall not limit, expand, or otherwise affect the meaning or interpretation of any provision of this Note.
Section 13.12 — Counterparts.
This Note may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Note by facsimile transmission or by electronic transmission in portable document format (.pdf) shall be as effective as delivery of a manually executed original counterpart.
IN WITNESS WHEREOF, the Maker has executed and delivered this Secured Promissory Note as of the date first written above.
MAKER:
CORNERSTONE FIDUCIARY SERVICES, INC., solely in its capacity as Trustee of The Salvatore A. Pellegrino 2025 Family Trust
By: ________
Name: Helena R. Matsuda
Title: Senior Trust Officer
Date: December 15, 2025
ACKNOWLEDGED AND ACCEPTED BY PAYEE:
________________________________________
SALVATORE A. PELLEGRINO
Date: December 15, 2025
EXHIBIT A
PAYMENT SCHEDULE
The following table sets forth the scheduled payments of interest and principal under this Secured Promissory Note dated December 15, 2025, in the original principal amount of $40,000,000.00 (the "Note"). This schedule assumes no prepayment of principal and that all payments are made when due. Interest is calculated at 4.40% per annum, compounded annually, on the outstanding principal balance.
Summary:
This Exhibit A is attached to and forms a part of the Secured Promissory Note dated December 15, 2025, in the original principal amount of $40,000,000.00, made by Cornerstone Fiduciary Services, Inc., solely in its capacity as Trustee of The Salvatore A. Pellegrino 2025 Family Trust, in favor of Salvatore A. Pellegrino.
EXHIBIT B
DESCRIPTION OF COLLATERAL
This Exhibit B is attached to and forms a part of the Secured Promissory Note dated December 15, 2025 (the "Note"), in the original principal amount of $40,000,000.00, made by Cornerstone Fiduciary Services, Inc., solely in its capacity as Trustee of The Salvatore A. Pellegrino 2025 Family Trust (the "Maker"), in favor of Salvatore A. Pellegrino (the "Payee"). The Collateral described below is pledged pursuant to that certain Pledge and Security Agreement dated as of December 15, 2025 (the "Pledge and Security Agreement"), between the Maker (as Pledgor) and the Payee (as Secured Party). Reference is made to the Pledge and Security Agreement for a complete description of the terms and conditions of the security interest granted therein.
1. Pledged Membership Interests.
The following membership interests are pledged as Collateral to secure the Maker's obligations under the Note:
(a) Meridian Shores Hospitality LLC
•  Entity: Meridian Shores Hospitality LLC, a Florida limited liability company
•  EIN: 59-4021867
•  Principal Place of Business: 4500 Gulf Shore Boulevard, Naples, FL 34102
•  Interest Pledged: Ninety-two percent (92%) Class A membership interest
•  Holder of Record: The Salvatore A. Pellegrino 2025 Family Trust, by and through Cornerstone Fiduciary Services, Inc., as Trustee
(b) Costa Luma Resort Holdings LLC
•  Entity: Costa Luma Resort Holdings LLC, a Florida limited liability company
•  EIN: 59-4173920
•  Principal Place of Business: 81700 Overseas Highway, Islamorada, FL 33036
•  Interest Pledged: One hundred percent (100%) membership interest
•  Holder of Record: The Salvatore A. Pellegrino 2025 Family Trust, by and through Cornerstone Fiduciary Services, Inc., as Trustee
(c) Azulia Beach Club LLC
•  Entity: Azulia Beach Club LLC, a Florida limited liability company
•  EIN: 59-4285413
•  Principal Place of Business: 22 Baymont Drive, Clearwater Beach, FL 33767
•  Interest Pledged: Eighty-eight percent (88%) Class A membership interest
•  Holder of Record: The Salvatore A. Pellegrino 2025 Family Trust, by and through Cornerstone Fiduciary Services, Inc., as Trustee
2. Proceeds and Distributions.
In addition to the membership interests described in Section 1 above, the Collateral includes all of the following, whether now existing or hereafter arising:
(a) All distributions, dividends, allocations, and other amounts payable or distributable in respect of the membership interests described in Section 1 above, whether in the form of cash, securities, or other property;
(b) All proceeds, income, rents, profits, and cash flow derived from or attributable to such membership interests;
(c) All rights, privileges, authorities, and preferences appertaining to such membership interests, including without limitation all voting rights, consent rights, approval rights, information rights, and preemptive rights;
(d) All certificates, instruments, and other documents evidencing or representing any of the foregoing; and
(e) All products and proceeds (as defined in Article 9 of the Florida Uniform Commercial Code) of any and all of the foregoing.
3. Valuation.  The aggregate discounted fair market value of the Collateral as of the date of this Note is Forty Million and 00/100 Dollars ($40,000,000.00), as supported by the qualified appraisal prepared by Hargrove & Lindquist LLP, an independent valuation firm, dated November 3, 2025, a copy of which has been delivered to the Payee. The valuation methodology employed by Hargrove & Lindquist LLP included, among other approaches, a discounted cash flow analysis and a market-comparable transaction analysis, and reflects applicable discounts for lack of marketability and, where applicable, minority interest.
4. Cross-Reference.  This Exhibit B is provided for summary and convenience purposes only. In the event of any conflict or inconsistency between the description of the Collateral set forth herein and the description of the Collateral set forth in the Pledge and Security Agreement, the Pledge and Security Agreement shall control. Reference is hereby made to the Pledge and Security Agreement for a complete statement of the rights, obligations, and remedies of the parties with respect to the Collateral.
This Exhibit B is attached to and forms a part of the Secured Promissory Note dated December 15, 2025, in the original principal amount of $40,000,000.00, made by Cornerstone Fiduciary Services, Inc., solely in its capacity as Trustee of The Salvatore A. Pellegrino 2025 Family Trust, in favor of Salvatore A. Pellegrino.
Payment Date | Payment Type | Interest Payment | Principal Payment | Total Payment | Outstanding Principal Balance
December 15, 2025 | Note Execution | — | — | — | $40,000,000.00
December 15, 2026 | Interest Only | $1,760,000.00 | $0.00 | $1,760,000.00 | $40,000,000.00
December 15, 2027 | Interest Only | $1,760,000.00 | $0.00 | $1,760,000.00 | $40,000,000.00
December 15, 2028 | Interest Only | $1,760,000.00 | $0.00 | $1,760,000.00 | $40,000,000.00
December 15, 2029 | Interest Only | $1,760,000.00 | $0.00 | $1,760,000.00 | $40,000,000.00
December 15, 2030 | Interest Only | $1,760,000.00 | $0.00 | $1,760,000.00 | $40,000,000.00
December 15, 2031 | Interest Only | $1,760,000.00 | $0.00 | $1,760,000.00 | $40,000,000.00
December 15, 2032 | Interest Only | $1,760,000.00 | $0.00 | $1,760,000.00 | $40,000,000.00
December 15, 2033 | Interest Only | $1,760,000.00 | $0.00 | $1,760,000.00 | $40,000,000.00
December 15, 2034 | Maturity / Balloon | $1,760,000.00 | $40,000,000.00 | $41,760,000.00 | $0.00
Description | Amount
Original Principal Amount | $40,000,000.00
Applicable Rate | 4.40% per annum
Term | 9 years (December 15, 2025 — December 15, 2034)
Number of Annual Interest Payments | 9
Annual Interest Payment Amount | $1,760,000.00
Total Interest Over Life of Note | $15,840,000.00
Principal Due at Maturity | $40,000,000.00
Total Payments Over Life of Note | $55,840,000.00

SECURED PROMISSORY NOTE

ACKNOWLEDGED AND ACCEPTED BY PAYEE:

SALVATORE A. PELLEGRINO

EXHIBIT A

PAYMENT SCHEDULE

EXHIBIT B

DESCRIPTION OF COLLATERAL

Record

Parties

Dates

Amounts