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SEED GIFT ASSIGNMENT AGREEMENT

Dated as of November 10, 2025

By and Between

SALVATORE A. PELLEGRINO as Grantor

and

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

SEED GIFT ASSIGNMENT AGREEMENT

THIS SEED GIFT ASSIGNMENT AGREEMENT (this "Agreement") is made and entered into as of November 10, 2025, by and between:

SALVATORE A. PELLEGRINO, an individual residing at 610 Casuarina Concourse, Coral Gables, Florida 33143, a citizen of the United States of America (hereinafter referred to as the "Grantor");

and

CORNERSTONE FIDUCIARY SERVICES, INC., a corporation duly organized and existing under the laws of the State of Florida, holding Florida Trust Company License No. FTC-2014-00287, with its principal office located at 200 West Forsyth Street, Suite 1500, Jacksonville, Florida 32202, acting solely in its capacity as Independent Trustee of The Salvatore A. Pellegrino 2025 Family Trust, an irrevocable trust established under the laws of the State of Florida pursuant to that certain Trust Agreement dated November 10, 2025 (the "Trust" or the "2025 IDGT") (in such capacity, the "Trustee"), acting through Helena R. Matsuda, Senior Trust Officer, as its duly authorized representative.

The Grantor and the Trustee are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the following recitals are made as a basis for and as forming a material part of this Agreement:

A. Establishment of the Trust. The Grantor established The Salvatore A. Pellegrino 2025 Family Trust pursuant to a Trust Agreement dated November 10, 2025 (the "Trust Agreement"), by and between the Grantor and Cornerstone Fiduciary Services, Inc., as Trustee. The Trust is an irrevocable trust governed by the laws of the State of Florida. The Trust is designed and intended to qualify as a "grantor trust" for federal income-tax purposes under Sections 671 through 679 of the Internal Revenue Code of 1986, as amended (the "Code" or "IRC"), while being excluded from the Grantor's gross estate for federal estate-tax purposes under Sections 2036, 2037, 2038, and 2042 of the Code. Specifically, the Trust Agreement is structured so that the Grantor is treated as the owner of the Trust for federal income-tax purposes, thereby ensuring that transfers between the Grantor and the Trust are disregarded for income-tax purposes, while the Trust assets are not includible in the Grantor's gross estate for federal estate-tax purposes.

B. Beneficiaries. The Trust names as its primary beneficiaries the following individuals, each of whom is a lineal descendant of the Grantor:

(i) Marco A. Pellegrino, age 44, residing at 1285 Gulf Pavilion Drive, Naples, Florida 34108;

(ii) Lucia Pellegrino-Vasquez, age 41, residing at 3300 Brickell Avenue, Unit 4402, Miami, Florida 33129; and

(iii) Dante R. Pellegrino, age 37, residing at 807 Harbour Post Drive, Tampa, Florida 33602,

and their respective descendants, per stirpes (collectively, the "Beneficiaries"), all as more particularly set forth in the Trust Agreement.

C. Purpose of the Seed Gift. The Grantor desires to make an irrevocable gift of Two Million Dollars ($2,000,000) in cash (the "Seed Gift") to the Trust as the initial trust corpus. The Seed Gift is intended to provide the Trust with independent economic substance and an equity cushion in anticipation of the Trust's subsequent acquisition of membership interests in certain hospitality operating and holding entities from the Grantor (acting through Pellegrino Capital Group LLC, a Florida limited liability company, Employer Identification Number 65-1238074) pursuant to a Membership Interest Purchase Agreement to be entered into on or about December 15, 2025 (the "Installment Sale Transaction"). The Seed Gift represents approximately five percent (5%) of the anticipated Forty Million Dollar ($40,000,000) aggregate purchase price of such membership interests, thereby providing the Trust with sufficient equity to support the economic bona fides of the Installment Sale Transaction under applicable tax authorities, including Estate of Woelbing v. Commissioner, 152 T.C. No. 8 (2019), and Revenue Ruling 85-13, 1985-1 C.B. 184.

D. Gift-Tax Treatment. The Grantor intends for the Seed Gift to be treated as a completed gift for federal gift-tax purposes under Chapter 12 of the Code. The Seed Gift of Two Million Dollars ($2,000,000) will utilize a portion of the Grantor's remaining federal gift-tax applicable exclusion amount under Section 2010(c) of the Code. As of the date hereof, the 2025 federal applicable exclusion amount is Thirteen Million Nine Hundred Ninety Thousand Dollars ($13,990,000). The Grantor has previously utilized Six Million One Hundred Forty Thousand Dollars ($6,140,000) of such exclusion in connection with prior gifts, leaving a remaining applicable exclusion amount of Seven Million Eight Hundred Fifty Thousand Dollars ($7,850,000) prior to the making of this Seed Gift. After giving effect to the Seed Gift, the Grantor's remaining applicable exclusion amount will be Five Million Eight Hundred Fifty Thousand Dollars ($5,850,000) ($7,850,000 minus $2,000,000). The Seed Gift will be reported on the Grantor's 2025 United States Gift (and Generation-Skipping Transfer) Tax Return (IRS Form 709), due April 15, 2026.

E. Grantor Trust Status. Although the Trust is irrevocable, the Trust Agreement contains provisions designed to cause the Trust to be treated as a grantor trust for federal income-tax purposes under Section 675(4)(C) of the Code, specifically by granting the Grantor the power, exercisable in a nonfiduciary capacity without the approval or consent of any person in a fiduciary capacity, to substitute assets held by the Trust with other assets of equivalent value. By reason of such grantor trust status, the transfer of the Seed Gift will not be treated as a taxable transaction for federal income-tax purposes because the Grantor and the Trust are treated as the same taxpayer for income-tax purposes. Accordingly, no gain or loss will be recognized by any party in connection with the funding of the Seed Gift.

F. Coordination with Professional Advisors. The transaction contemplated by this Agreement has been structured by Calderwood & Harkness LLP (Matter No. 1027-00005), acting as engagement counsel to Pellegrino Capital Group LLC and the Grantor. Baxter Whitfield CPA Group, P.A. (Sandra T. Whitfield, CPA, Managing Partner, 150 Alhambra Circle, Suite 800, Coral Gables, Florida 33134) serves as the family's tax accountants and will prepare the IRS Form 709 reporting the Seed Gift. Ridgeway & Callahan LLP (Patricia N. Callahan, Partner, 50 North Laura Street, Suite 2200, Jacksonville, Florida 32202) has been engaged as independent legal counsel to the Trustee with respect to the Trust and this Agreement, and has advised the Trustee regarding its acceptance of the Seed Gift and the terms of this Agreement.

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

ARTICLE I — DEFINITIONS

Section 1.1 — Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Trust Agreement.

(a) "Agreement" means this Seed Gift Assignment Agreement, including all exhibits and schedules attached hereto, as the same may be amended, modified, or supplemented from time to time in accordance with the terms hereof.

(b) "Applicable Exclusion Amount" means the applicable exclusion amount as defined in Section 2010(c) of the Code, as in effect on the Effective Date, which for the 2025 calendar year is Thirteen Million Nine Hundred Ninety Thousand Dollars ($13,990,000).

(c) "Code" or "IRC" means the Internal Revenue Code of 1986, as amended from time to time, and any successor statute thereto. References to a particular section of the Code shall include references to any successor provision of the Code.

(d) "Depository Bank" means Prescott National Bank, a national banking association, with its offices located at 401 East Las Olas Boulevard, Fort Lauderdale, Florida 33301.

(e) "Effective Date" means November 10, 2025.

(f) "Grantor" means Salvatore A. Pellegrino, an individual residing at 610 Casuarina Concourse, Coral Gables, Florida 33143.

(g) "Seed Gift" means the irrevocable gift of Two Million Dollars ($2,000,000) in cash from the Grantor to the Trust, as described in Article II of this Agreement.

(h) "Trust" or "2025 IDGT" means The Salvatore A. Pellegrino 2025 Family Trust, an irrevocable trust established under the laws of the State of Florida pursuant to the Trust Agreement.

(i) "Trust Account" means the deposit account maintained by the Trustee at the Depository Bank for the benefit of the Trust, as more particularly described in Section 3.2 and Exhibit A hereto.

(j) "Trust Agreement" means the Trust Agreement dated November 10, 2025, by and between the Grantor and Cornerstone Fiduciary Services, Inc., as Trustee, establishing The Salvatore A. Pellegrino 2025 Family Trust, as the same may be amended, restated, or supplemented from time to time in accordance with its terms.

(k) "Trustee" means Cornerstone Fiduciary Services, Inc., a Florida corporation, acting solely in its capacity as Independent Trustee of the Trust.

Section 1.2 — Rules of Construction. Unless the context otherwise requires: (a) words importing the singular shall include the plural and vice versa; (b) words importing a gender shall include every gender; (c) the headings of Articles, Sections, and subsections are for convenience of reference only and shall not affect the interpretation of this Agreement; (d) references to "herein," "hereof," "hereunder," and similar terms refer to this Agreement as a whole and not to any particular provision; and (e) references to any statute, regulation, or rule shall include any amendments, successor provisions, or replacement provisions thereto.

ARTICLE II — GIFT ASSIGNMENT

Section 2.1 — Irrevocable Gift. The Grantor hereby irrevocably and unconditionally assigns, transfers, conveys, sets over, and delivers to the Trustee, for the benefit of the Trust and its Beneficiaries, the sum of Two Million Dollars ($2,000,000) in cash (the "Seed Gift"), free and clear of all liens, security interests, pledges, encumbrances, claims, and restrictions of any kind or nature whatsoever. The Seed Gift shall constitute the initial corpus of the Trust. Effective as of the date of the Trustee's receipt of the wire transfer described in Article III, the Grantor expressly and irrevocably relinquishes, releases, and surrenders all right, title, interest, dominion, and control in and to the Seed Gift and any proceeds thereof, and the Seed Gift shall become the sole and exclusive property of the Trust, to be held, managed, administered, invested, and distributed by the Trustee in accordance with the terms of the Trust Agreement.

Section 2.2 — Irrevocability. The Grantor expressly acknowledges and agrees that the Seed Gift is irrevocable and that the Grantor shall have no right, power, or authority to revoke, alter, amend, modify, or terminate the gift or to direct, request, or compel the return of any portion of the Seed Gift or any income, appreciation, or proceeds therefrom. The Seed Gift, once transferred to and received by the Trustee, shall be held, administered, invested, and distributed by the Trustee solely in accordance with the terms and provisions of the Trust Agreement. The Grantor acknowledges that this irrevocable relinquishment of dominion and control is a material element of the transfer and is essential to the characterization of the Seed Gift as a completed gift for federal gift-tax purposes.

Section 2.3 — No Consideration. The Seed Gift is made gratuitously, without consideration of any kind, and is intended to constitute a bona fide gift within the meaning of Chapter 12 of the Code (federal gift tax) and a transfer by gift within the meaning of Section 2501 of the Code. No property, services, promises, obligations, or other consideration has been or will be provided by the Trust, the Trustee, or any Beneficiary in exchange for or in connection with the Seed Gift. The Parties expressly acknowledge that the Seed Gift does not constitute a sale, exchange, or other disposition for purposes of the Code or any applicable state tax law.

ARTICLE III — METHOD OF TRANSFER AND WIRE INSTRUCTIONS

Section 3.1 — Funding of the Seed Gift. The Grantor shall fund the Seed Gift by wire transfer of immediately available funds in the amount of Two Million Dollars ($2,000,000) from the Grantor's personal account to the Trust Account maintained by the Trustee at the Depository Bank on or before the Effective Date. The Grantor shall be solely responsible for all costs, fees, and expenses associated with initiating and completing the wire transfer of the Seed Gift, including any wire transfer fees charged by the Grantor's financial institution. The Grantor shall use commercially reasonable efforts to initiate the wire transfer sufficiently early in the business day on the Effective Date to permit receipt and settlement of such funds in the Trust Account on the same business day.

Section 3.2 — Wire Instructions. The Grantor shall direct the wire transfer of the Seed Gift to the Trust Account in accordance with the following wire transfer instructions:

Bank Name: Prescott National Bank

Bank Address: 401 East Las Olas Boulevard, Fort Lauderdale, Florida 33301

ABA Routing Number: ____

Account Name: Cornerstone Fiduciary Services, Inc., as Trustee of The Salvatore A. Pellegrino 2025 Family Trust

Account Number: ____

Reference / Memo: Seed Gift — Pellegrino 2025 IDGT

Attention / Bank Contact: Thomas J. Andersen, SVP, Private Banking

Complete and detailed wire transfer instructions are set forth in Exhibit A attached hereto and incorporated herein by reference. In the event of any discrepancy between the wire instructions set forth in this Section 3.2 and those set forth in Exhibit A, the instructions in Exhibit A shall control.

Section 3.3 — Confirmation of Receipt. The Trustee shall promptly confirm receipt of the wire transfer of the Seed Gift in writing (which confirmation may be delivered by electronic mail) to the following persons:

(a) The Grantor, at the address set forth in Section 8.6;

(b) Calderwood & Harkness LLP, 701 Brickell Avenue, Suite 3100, Miami, Florida 33131, Attention: Rafael Dominguez; and

(c) Baxter Whitfield CPA Group, P.A., 150 Alhambra Circle, Suite 800, Coral Gables, Florida 33134, Attention: Sandra T. Whitfield, CPA.

The Trustee's written confirmation shall specify the date and time of receipt, the amount received, and the account to which such funds have been credited. The form of the Trustee's written confirmation of receipt is attached hereto as Exhibit B. The Trustee shall retain evidence of the wire receipt, including the incoming wire advice and settlement confirmation from the Depository Bank, in the Trust's permanent records and shall make such records available for inspection by the Grantor's tax advisors in connection with the preparation of the Grantor's IRS Form 709.

ARTICLE IV — GIFT-TAX REPRESENTATIONS AND COVENANTS

Section 4.1 — Grantor's Representations Regarding Exemption. The Grantor represents and warrants to the Trustee that, as of the date of this Agreement:

(a) The 2025 federal applicable exclusion amount under Section 2010(c) of the Code is Thirteen Million Nine Hundred Ninety Thousand Dollars ($13,990,000);

(b) The Grantor has previously utilized Six Million One Hundred Forty Thousand Dollars ($6,140,000) of his applicable exclusion amount through prior taxable gifts reported on previously filed IRS Forms 709;

(c) The Grantor's remaining applicable exclusion amount prior to giving effect to the Seed Gift is Seven Million Eight Hundred Fifty Thousand Dollars ($7,850,000); and

(d) After applying Two Million Dollars ($2,000,000) of his remaining applicable exclusion amount to the Seed Gift, the Grantor's remaining applicable exclusion amount will be Five Million Eight Hundred Fifty Thousand Dollars ($5,850,000).

The Grantor acknowledges that the foregoing representations are made for informational purposes and to confirm the Grantor's intent to shelter the Seed Gift from federal gift tax by application of his remaining applicable exclusion amount. The Trustee shall have no obligation to independently verify the accuracy of such representations.

Section 4.2 — Form 709 Filing Covenant. The Grantor covenants and agrees that he will timely file, or cause to be filed on his behalf, a United States Gift (and Generation-Skipping Transfer) Tax Return (IRS Form 709) for the 2025 calendar year, due on or before April 15, 2026 (as such date may be extended pursuant to applicable law or regulation), reporting the Seed Gift as a completed gift and electing to apply his applicable exclusion amount thereto in accordance with Section 2505 of the Code. The Grantor's tax return preparer, Baxter Whitfield CPA Group, P.A. (Sandra T. Whitfield, CPA, Managing Partner), has been engaged and will prepare and file such return on the Grantor's behalf. The Grantor shall provide the Trustee with a copy of the filed Form 709 (or, if applicable, the relevant schedules thereof pertaining to the Seed Gift) within thirty (30) days following its filing.

Section 4.3 — GST Tax Allocation. The Grantor intends to allocate a portion of his generation-skipping transfer ("GST") tax exemption under Section 2631 of the Code to the Seed Gift as reported on the Grantor's 2025 IRS Form 709, to the extent necessary and advisable to achieve an inclusion ratio of zero (0) for the Trust, in consultation with his tax advisors at Baxter Whitfield CPA Group, P.A. and Calderwood & Harkness LLP. The Grantor acknowledges that the allocation of GST exemption is a matter within his sole discretion and responsibility, and the Trustee shall bear no liability for the Grantor's decisions regarding GST exemption allocation.

Section 4.4 — No Gift Tax Payable. The Parties acknowledge and agree that, based on the Grantor's representations set forth in Section 4.1 regarding his remaining applicable exclusion amount, no federal gift tax is expected to be due or payable as a result of the Seed Gift. The Grantor shall be solely responsible for the payment of any gift tax, interest, or penalties that may arise in connection with the Seed Gift, whether resulting from an adjustment by the Internal Revenue Service or otherwise.

ARTICLE V — REPRESENTATIONS AND WARRANTIES

Section 5.1 — Representations and Warranties of the Grantor. The Grantor hereby represents and warrants to the Trustee as follows, each of which representations and warranties is true and correct as of the Effective Date:

(a) Citizenship and Domicile. The Grantor is a citizen and resident of the United States of America, domiciled in the State of Florida, County of Miami-Dade.

(b) Legal Capacity. The Grantor is of legal age and has full legal capacity, competence, and authority to execute and deliver this Agreement, to make the Seed Gift contemplated hereby, and to perform all of his obligations hereunder. The Grantor is not subject to any guardianship, conservatorship, or other legal disability that would impair his ability to execute this Agreement or consummate the transactions contemplated hereby.

(c) No Violation. The execution, delivery, and performance of this Agreement and the making of the Seed Gift do not and will not: (i) violate any provision of any agreement, indenture, mortgage, contract, or other instrument to which the Grantor is a party or by which the Grantor or any of his assets may be bound; (ii) violate any order, writ, injunction, decree, judgment, or ruling of any court or governmental authority applicable to the Grantor; or (iii) result in the creation of any lien, encumbrance, or other adverse claim upon the Seed Gift.

(d) Unencumbered Funds. The funds comprising the Seed Gift are the Grantor's separate property, are held free and clear of all liens, security interests, pledges, mortgages, encumbrances, restrictions, and adverse claims of every kind and nature, and are fully available for irrevocable transfer to the Trust. No person or entity other than the Grantor has any ownership interest, claim, or right with respect to such funds.

(e) Community Property. The State of Florida is a common-law property state and does not recognize community property. The Seed Gift is made exclusively from the Grantor's separate funds, and no community property interest or equitable claim of Adriana M. Pellegrino (the Grantor's spouse) is implicated, affected, or impaired by the making of the Seed Gift. The Grantor's spouse has been informed of the Seed Gift and has consented thereto, to the extent such consent may be required or advisable.

(f) No Litigation. There is no action, suit, proceeding, investigation, or claim pending or, to the Grantor's knowledge, threatened against or affecting the Grantor that would impair the Grantor's ability to perform his obligations under this Agreement or that would affect the validity of the Seed Gift.

(g) Tax Representations. The representations regarding the Grantor's remaining applicable exclusion amount set forth in Section 4.1 are true and correct in all material respects as of the Effective Date.

Section 5.2 — Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Grantor as follows, each of which representations and warranties is true and correct as of the Effective Date:

(a) Organization and Good Standing. Cornerstone Fiduciary Services, Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Florida, and holds Florida Trust Company License No. FTC-2014-00287 issued by the Florida Office of Financial Regulation, which license is in full force and effect and has not been revoked, suspended, or made subject to any material conditions or restrictions.

(b) Power and Authority. The Trustee has full corporate power and authority under the Trust Agreement, its articles of incorporation and bylaws, and applicable law, including the Florida Trust Code (Fla. Stat. §§ 736.0101 et seq.), to accept the Seed Gift on behalf of the Trust and to perform all of its obligations under this Agreement.

(c) Due Appointment. The Trustee has been duly appointed and is currently serving as the Independent Trustee of the Trust pursuant to the terms of the Trust Agreement and has accepted such appointment in writing.

(d) Due Authorization. The execution, delivery, and performance of this Agreement and the acceptance of the Seed Gift by the Trustee have been duly authorized by all necessary corporate action of Cornerstone Fiduciary Services, Inc., and no further corporate action, approval, or consent is required.

(e) Trust Account. The Trust Account at the Depository Bank has been duly established and is in good standing, and the Trustee is authorized to receive funds on behalf of the Trust into such account.

(f) Independent Counsel. The Trustee has obtained independent legal counsel from Ridgeway & Callahan LLP (Patricia N. Callahan, Partner, 50 North Laura Street, Suite 2200, Jacksonville, Florida 32202) regarding the Trust, this Agreement, and the transactions contemplated hereby, and the Trustee's entry into this Agreement has been made with the benefit of such independent legal advice.

ARTICLE VI — TRUST ACCOUNT ADMINISTRATION

Section 6.1 — Deposit and Investment. Upon receipt of the Seed Gift, the Trustee shall promptly deposit the full amount of the Seed Gift into the Trust Account at the Depository Bank. Thereafter, the Trustee shall hold, invest, manage, and reinvest the Seed Gift and any income earned thereon in accordance with the investment provisions of the Trust Agreement and the Trustee's duties and responsibilities under applicable fiduciary standards, including the Florida Prudent Investor Act (Fla. Stat. §§ 518.11 et seq.) and the Florida Trust Code (Fla. Stat. §§ 736.0101 et seq.). The Trustee shall exercise the care, skill, and caution that a prudent investor would exercise under the circumstances then prevailing, taking into account the purposes, terms, distribution requirements, and other circumstances of the Trust, including the anticipated Installment Sale Transaction.

Section 6.2 — Segregation. The Seed Gift and all Trust assets shall at all times be held separate and apart from the Trustee's own assets, the assets of Cornerstone Fiduciary Services, Inc. in any other capacity, and the assets of any other trust, estate, or fiduciary account administered by the Trustee. The Trustee shall maintain separate books and records for the Trust and shall not commingle Trust assets with any other assets. All Trust assets shall be titled in the name of the Trustee, in its capacity as Trustee of the Trust, or in such other manner as is consistent with the Trustee's duties under applicable law.

Section 6.3 — Anticipated Use. The Parties acknowledge that the Seed Gift is intended to provide the Trust with independent economic substance and an equity contribution in connection with the Trust's planned acquisition of membership interests in the following entities:

(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

pursuant to a Membership Interest Purchase Agreement to be executed by and between the Grantor (or Pellegrino Capital Group LLC, as applicable) and the Trustee on or about December 15, 2025 (the "Installment Sale Transaction"). The aggregate anticipated purchase price for such membership interests is Forty Million Dollars ($40,000,000), payable by the Trust to the Grantor (or Pellegrino Capital Group LLC) via a secured promissory note bearing interest at the rate of 4.40% per annum (the September 2025 mid-term applicable federal rate, compounded annually). The Seed Gift of Two Million Dollars ($2,000,000) represents approximately five percent (5%) of such anticipated purchase price.

Notwithstanding the foregoing, nothing in this Section 6.3 or elsewhere in this Agreement shall obligate the Trustee to consummate the Installment Sale Transaction or any other transaction. The Trustee shall independently evaluate any proposed transaction in the exercise of its fiduciary duties and shall enter into such transaction only if the Trustee determines, in its sole and independent judgment and with the advice of its independent legal counsel, that such transaction is in the best interests of the Trust and its Beneficiaries.

ARTICLE VII — TAX TREATMENT

Section 7.1 — Grantor Trust Status. The Parties acknowledge that the Trust is intended to be treated as a "grantor trust" for federal income-tax purposes under Sections 671 through 679 of the Code. The grantor trust status of the Trust is triggered by the provisions of Section 675(4)(C) of the Code, specifically the Grantor's retained power, exercisable in a nonfiduciary capacity without the consent of any person acting in a fiduciary capacity, to substitute assets of equivalent value for assets held by the Trust (the "Substitution Power"), as set forth in the Trust Agreement.

By reason of such grantor trust treatment, the transfer of the Seed Gift from the Grantor to the Trust is not a recognition event for federal income-tax purposes. No gain, loss, or income shall be recognized by the Grantor, the Trust, or any other person as a result of such transfer. All items of income, deduction, gain, loss, and credit attributable to the Trust and its assets shall be reported on the Grantor's individual federal income-tax return (IRS Form 1040) for so long as the Trust is treated as a grantor trust under the Code. The Grantor shall be solely responsible for the payment of all federal, state, and local income taxes attributable to Trust income during such period. The Parties acknowledge that the Grantor's payment of income taxes on Trust income is not treated as an additional gift to the Trust under current law. See Revenue Ruling 2004-64, 2004-2 C.B. 7.

Section 7.2 — Trust Tax Identification Number. An application for a federal tax identification number (Employer Identification Number) for the Trust has been submitted to the Internal Revenue Service on IRS Form SS-4 and is pending as of the Effective Date. Until such EIN is obtained and communicated to the Depository Bank and other relevant parties, the Trust's tax items shall be reported under the Grantor's Social Security Number (last four digits: 8217), in accordance with Treasury Regulations Section 1.671-4. Upon receipt of the Trust's EIN, the Trustee shall promptly notify the Grantor, the Depository Bank, and all relevant advisors and shall update the Trust Account records accordingly.

ARTICLE VIII — MISCELLANEOUS PROVISIONS

Section 8.1 — Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Florida, without giving effect to any principles of conflicts of law that would require the application of the laws of any other jurisdiction. Any dispute arising out of or relating to this Agreement shall be resolved exclusively in the state or federal courts sitting in Miami-Dade County, Florida or Duval County, Florida, and each Party hereby consents to the exclusive jurisdiction and venue of such courts.

Section 8.2 — Entire Agreement. This Agreement, together with the Trust Agreement and the Exhibits attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof, specifically the Seed Gift and the assignment thereof, and supersedes all prior and contemporaneous discussions, negotiations, representations, warranties, understandings, and agreements, whether written or oral, between the Parties relating to the Seed Gift. No representation, warranty, promise, inducement, or statement of intention has been made by either Party that is not embodied in this Agreement or the Trust Agreement.

Section 8.3 — Amendment. This Agreement may not be amended, modified, supplemented, or otherwise altered except by a written instrument duly executed by both the Grantor and the Trustee. No oral modification or waiver shall be effective for any purpose.

Section 8.4 — Severability. If any provision of this Agreement, or the application thereof to any person, entity, or circumstance, is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, the remaining provisions of this Agreement shall continue in full force and effect, and the invalid, illegal, or unenforceable provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the Parties' original intent, or, if such modification is not possible, shall be severed from this Agreement without affecting the validity or enforceability of the remaining provisions.

Section 8.5 — Counterparts. This Agreement 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 a signature page to this Agreement by electronic mail (including portable document format (.pdf) transmission), facsimile, or other electronic means shall be effective as delivery of a manually executed counterpart of this Agreement. Electronic signatures and PDF signatures shall be treated as original signatures for all purposes and shall have the same legal effect, validity, and enforceability as original ink signatures.

Section 8.6 — Notices. All notices, requests, demands, consents, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if: (a) delivered personally; (b) sent by registered or certified mail, return receipt requested, postage prepaid; (c) sent by nationally recognized overnight courier service; or (d) transmitted by electronic mail (with confirmation of receipt), to the Parties at the following addresses (or to such other address as a Party may designate in writing from time to time):

To the Grantor:

Salvatore A. Pellegrino 610 Casuarina Concourse Coral Gables, Florida 33143

With a copy to:

Pellegrino Capital Group LLC 2400 Salzedo Street, Suite 1200 Coral Gables, Florida 33134

To the Trustee:

Cornerstone Fiduciary Services, Inc.

Attention: Helena R. Matsuda, Senior Trust Officer

200 West Forsyth Street, Suite 1500 Jacksonville, Florida 32202

With copies to counsel:

Calderwood & Harkness LLP

Attention: George Trujillo / Rafael Dominguez

701 Brickell Avenue, Suite 3100 Miami, Florida 33131

Ridgeway & Callahan LLP

Attention: Patricia N. Callahan

50 North Laura Street, Suite 2200 Jacksonville, Florida 32202

Notices shall be deemed received: (i) on the date of personal delivery; (ii) three (3) business days after mailing by registered or certified mail; (iii) one (1) business day after deposit with a nationally recognized overnight courier service; or (iv) on the date of transmission by electronic mail, provided that confirmation of receipt is obtained.

Section 8.7 — Waiver. No waiver by either Party of any provision of this Agreement, or of any breach or default hereunder, shall be effective unless such waiver is in writing and signed by the waiving Party. No waiver shall be deemed to be or shall constitute a waiver of any other provision or any subsequent breach or default of the same or any other provision of this Agreement. The failure of either Party to exercise any right or remedy hereunder shall not operate as a waiver of such right or remedy.

Section 8.8 — Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors, assigns, heirs, executors, administrators, personal representatives, and legal representatives. The Trustee's obligations hereunder shall be binding upon any successor trustee appointed pursuant to the terms of the Trust Agreement.

Section 8.9 — Further Assurances. Each Party agrees to execute and deliver, or cause to be executed and delivered, such additional documents, instruments, conveyances, and assurances, and to take such further actions and steps, as may be reasonably necessary or desirable to carry out the provisions of this Agreement and to effectuate the purposes and intent of the Seed Gift, including without limitation any documents reasonably required by the Depository Bank, the Internal Revenue Service, or any other governmental authority.

[Signature Pages Follow]

SIGNATURE PAGE TO SEED GIFT ASSIGNMENT AGREEMENT

IN WITNESS WHEREOF, the Parties have executed this Seed Gift Assignment Agreement as of the date first written above.

GRANTOR:

SALVATORE A. PELLEGRINO

________________________________________

Salvatore A. Pellegrino Individually, as Grantor

Date: ________

SIGNATURE PAGE TO SEED GIFT ASSIGNMENT AGREEMENT

TRUSTEE:

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

By: ________

Name: Helena R. Matsuda

Title: Senior Trust Officer

FL Trust Company License No. FTC-2014-00287

Date: ________

ACKNOWLEDGMENTS

NOTARY ACKNOWLEDGMENT — GRANTOR

STATE OF FLORIDA COUNTY OF MIAMI-DADE

Before me, the undersigned authority, on this _ day of November, 2025, personally appeared Salvatore A. Pellegrino, to me known (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument, and acknowledged to me that he executed the same in his authorized capacity for the purposes and consideration therein expressed, and that the instrument is his free act and deed.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written.

________________________________________

Notary Public, State of Florida

Print Name: ________ My Commission Expires: ________ Commission No.: ________

[NOTARIAL SEAL]

NOTARY ACKNOWLEDGMENT — TRUSTEE

STATE OF FLORIDA COUNTY OF DUVAL

Before me, the undersigned authority, on this _ day of November, 2025, personally appeared Helena R. Matsuda, to me known (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument, and acknowledged to me that she executed the same in her authorized capacity as Senior Trust Officer of Cornerstone Fiduciary Services, Inc., a Florida corporation, acting in its capacity as Independent Trustee of The Salvatore A. Pellegrino 2025 Family Trust, for the purposes and consideration therein expressed, and that the instrument is the free act and deed of said corporation, in its capacity as Trustee.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written.

________________________________________

Notary Public, State of Florida

Print Name: ________ My Commission Expires: ________ Commission No.: ________

[NOTARIAL SEAL]

EXHIBIT A

WIRE TRANSFER INSTRUCTIONS

The following wire transfer instructions shall be used by the Grantor to fund the Seed Gift in the amount of Two Million Dollars ($2,000,000) to the Trust Account maintained by the Trustee at Prescott National Bank:

Important Instructions:

1. The Grantor should reference this Exhibit A when initiating the wire transfer and should ensure that the reference/memo field contains the notation "Seed Gift — Pellegrino 2025 IDGT — November 10, 2025" to facilitate proper identification and allocation of the incoming funds.

2. The Grantor or his representative should contact Thomas J. Andersen at the Depository Bank prior to initiating the wire to confirm that the Trust Account is active and ready to receive the incoming funds.

3. Upon completion of the wire transfer, the Grantor should forward the wire confirmation receipt or FEDWIRE reference number to the Trustee (Attention: Helena R. Matsuda) and to Calderwood & Harkness LLP (Attention: Rafael Dominguez) by electronic mail to facilitate timely confirmation of receipt.

4. The ABA/Routing Number, SWIFT Code, and Account Number fields shall be completed by the Trustee and communicated to the Grantor and Calderwood & Harkness LLP prior to the Effective Date. This Exhibit A shall be deemed amended to incorporate such information upon its communication in writing by the Trustee, without the need for a formal amendment to this Agreement.

EXHIBIT B

FORM OF TRUSTEE'S WRITTEN CONFIRMATION OF RECEIPT

[Date]

CORNERSTONE FIDUCIARY SERVICES, INC. 200 West Forsyth Street, Suite 1500 Jacksonville, Florida 32202 FL Trust Company License No. FTC-2014-00287

Mr. Salvatore A. Pellegrino 610 Casuarina Concourse Coral Gables, Florida 33143

Re: Confirmation of Receipt of Seed Gift — The Salvatore A. Pellegrino 2025 Family Trust

Dear Mr. Pellegrino:

Cornerstone Fiduciary Services, Inc., in its capacity as Independent Trustee of The Salvatore A. Pellegrino 2025 Family Trust (the "Trust"), hereby confirms receipt of the following wire transfer:

The above-referenced funds have been credited to the Trust Account and are being held by the Trustee for the benefit of the Trust in accordance with the terms of the Trust Agreement dated November 10, 2025 and the Seed Gift Assignment Agreement dated November 10, 2025.

This confirmation is provided in accordance with Section 3.3 of the Seed Gift Assignment Agreement dated November 10, 2025, by and between Salvatore A. Pellegrino, as Grantor, and Cornerstone Fiduciary Services, Inc., as Independent Trustee of the Trust.

Please retain this confirmation for your records and for inclusion with your 2025 United States Gift (and Generation-Skipping Transfer) Tax Return (IRS Form 709).

Sincerely,

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

By: ________

Name: Helena R. Matsuda

Title: Senior Trust Officer

cc: Calderwood & Harkness LLP, Attention: Rafael Dominguez, 701 Brickell Avenue, Suite 3100, Miami, FL 33131

Baxter Whitfield CPA Group, P.A., Attention: Sandra T. Whitfield, CPA, 150 Alhambra Circle, Suite 800, Coral Gables, FL 33134

Ridgeway & Callahan LLP, Attention: Patricia N. Callahan, 50 North Laura Street, Suite 2200, Jacksonville, FL 32202

Field	Information
Bank Name	Prescott National Bank
Bank Address	401 East Las Olas Boulevard, Fort Lauderdale, Florida 33301
ABA / Routing Number	____
SWIFT Code	____
Beneficiary Account Name	Cornerstone Fiduciary Services, Inc., as Trustee of The Salvatore A. Pellegrino 2025 Family Trust
Account Number	____
Reference / Memo	Seed Gift — Pellegrino 2025 IDGT — November 10, 2025
Bank Contact	Thomas J. Andersen, SVP, Private Banking, Prescott National Bank
Bank Contact Telephone	____
Bank Contact Email	____
Item	Details
Date of Receipt	[Date]
Amount Received	$2,000,000.00
Source of Funds	Salvatore A. Pellegrino (personal account)
Receiving Account	Trust Account at Prescott National Bank
Reference	Seed Gift — Pellegrino 2025 IDGT — November 10, 2025
FEDWIRE Reference No.	[Reference Number]

SEED GIFT ASSIGNMENT AGREEMENT
Dated as of November 10, 2025
By and Between
SALVATORE A. PELLEGRINO as Grantor
and
CORNERSTONE FIDUCIARY SERVICES, INC. as Independent Trustee of The Salvatore A. Pellegrino 2025 Family Trust
SEED GIFT ASSIGNMENT AGREEMENT
THIS SEED GIFT ASSIGNMENT AGREEMENT (this "Agreement") is made and entered into as of November 10, 2025, by and between:
SALVATORE A. PELLEGRINO, an individual residing at 610 Casuarina Concourse, Coral Gables, Florida 33143, a citizen of the United States of America (hereinafter referred to as the "Grantor");
and
CORNERSTONE FIDUCIARY SERVICES, INC., a corporation duly organized and existing under the laws of the State of Florida, holding Florida Trust Company License No. FTC-2014-00287, with its principal office located at 200 West Forsyth Street, Suite 1500, Jacksonville, Florida 32202, acting solely in its capacity as Independent Trustee of The Salvatore A. Pellegrino 2025 Family Trust, an irrevocable trust established under the laws of the State of Florida pursuant to that certain Trust Agreement dated November 10, 2025 (the "Trust" or the "2025 IDGT") (in such capacity, the "Trustee"), acting through Helena R. Matsuda, Senior Trust Officer, as its duly authorized representative.
The Grantor and the Trustee are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, the following recitals are made as a basis for and as forming a material part of this Agreement:
A. Establishment of the Trust. The Grantor established The Salvatore A. Pellegrino 2025 Family Trust pursuant to a Trust Agreement dated November 10, 2025 (the "Trust Agreement"), by and between the Grantor and Cornerstone Fiduciary Services, Inc., as Trustee. The Trust is an irrevocable trust governed by the laws of the State of Florida. The Trust is designed and intended to qualify as a "grantor trust" for federal income-tax purposes under Sections 671 through 679 of the Internal Revenue Code of 1986, as amended (the "Code" or "IRC"), while being excluded from the Grantor's gross estate for federal estate-tax purposes under Sections 2036, 2037, 2038, and 2042 of the Code. Specifically, the Trust Agreement is structured so that the Grantor is treated as the owner of the Trust for federal income-tax purposes, thereby ensuring that transfers between the Grantor and the Trust are disregarded for income-tax purposes, while the Trust assets are not includible in the Grantor's gross estate for federal estate-tax purposes.
B. Beneficiaries. The Trust names as its primary beneficiaries the following individuals, each of whom is a lineal descendant of the Grantor:
(i) Marco A. Pellegrino, age 44, residing at 1285 Gulf Pavilion Drive, Naples, Florida 34108;
(ii) Lucia Pellegrino-Vasquez, age 41, residing at 3300 Brickell Avenue, Unit 4402, Miami, Florida 33129; and
(iii) Dante R. Pellegrino, age 37, residing at 807 Harbour Post Drive, Tampa, Florida 33602,
and their respective descendants, per stirpes (collectively, the "Beneficiaries"), all as more particularly set forth in the Trust Agreement.
C. Purpose of the Seed Gift. The Grantor desires to make an irrevocable gift of Two Million Dollars ($2,000,000) in cash (the "Seed Gift") to the Trust as the initial trust corpus. The Seed Gift is intended to provide the Trust with independent economic substance and an equity cushion in anticipation of the Trust's subsequent acquisition of membership interests in certain hospitality operating and holding entities from the Grantor (acting through Pellegrino Capital Group LLC, a Florida limited liability company, Employer Identification Number 65-1238074) pursuant to a Membership Interest Purchase Agreement to be entered into on or about December 15, 2025 (the "Installment Sale Transaction"). The Seed Gift represents approximately five percent (5%) of the anticipated Forty Million Dollar ($40,000,000) aggregate purchase price of such membership interests, thereby providing the Trust with sufficient equity to support the economic bona fides of the Installment Sale Transaction under applicable tax authorities, including Estate of Woelbing v. Commissioner, 152 T.C. No. 8 (2019), and Revenue Ruling 85-13, 1985-1 C.B. 184.
D. Gift-Tax Treatment. The Grantor intends for the Seed Gift to be treated as a completed gift for federal gift-tax purposes under Chapter 12 of the Code. The Seed Gift of Two Million Dollars ($2,000,000) will utilize a portion of the Grantor's remaining federal gift-tax applicable exclusion amount under Section 2010(c) of the Code. As of the date hereof, the 2025 federal applicable exclusion amount is Thirteen Million Nine Hundred Ninety Thousand Dollars ($13,990,000). The Grantor has previously utilized Six Million One Hundred Forty Thousand Dollars ($6,140,000) of such exclusion in connection with prior gifts, leaving a remaining applicable exclusion amount of Seven Million Eight Hundred Fifty Thousand Dollars ($7,850,000) prior to the making of this Seed Gift. After giving effect to the Seed Gift, the Grantor's remaining applicable exclusion amount will be Five Million Eight Hundred Fifty Thousand Dollars ($5,850,000) ($7,850,000 minus $2,000,000). The Seed Gift will be reported on the Grantor's 2025 United States Gift (and Generation-Skipping Transfer) Tax Return (IRS Form 709), due April 15, 2026.
E. Grantor Trust Status. Although the Trust is irrevocable, the Trust Agreement contains provisions designed to cause the Trust to be treated as a grantor trust for federal income-tax purposes under Section 675(4)(C) of the Code, specifically by granting the Grantor the power, exercisable in a nonfiduciary capacity without the approval or consent of any person in a fiduciary capacity, to substitute assets held by the Trust with other assets of equivalent value. By reason of such grantor trust status, the transfer of the Seed Gift will not be treated as a taxable transaction for federal income-tax purposes because the Grantor and the Trust are treated as the same taxpayer for income-tax purposes. Accordingly, no gain or loss will be recognized by any party in connection with the funding of the Seed Gift.
F. Coordination with Professional Advisors. The transaction contemplated by this Agreement has been structured by Calderwood & Harkness LLP (Matter No. 1027-00005), acting as engagement counsel to Pellegrino Capital Group LLC and the Grantor. Baxter Whitfield CPA Group, P.A. (Sandra T. Whitfield, CPA, Managing Partner, 150 Alhambra Circle, Suite 800, Coral Gables, Florida 33134) serves as the family's tax accountants and will prepare the IRS Form 709 reporting the Seed Gift. Ridgeway & Callahan LLP (Patricia N. Callahan, Partner, 50 North Laura Street, Suite 2200, Jacksonville, Florida 32202) has been engaged as independent legal counsel to the Trustee with respect to the Trust and this Agreement, and has advised the Trustee regarding its acceptance of the Seed Gift and the terms of this Agreement.
NOW, THEREFORE, in consideration of the foregoing Recitals, which are incorporated herein by reference, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE I — DEFINITIONS
Section 1.1 — Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Trust Agreement.
(a) "Agreement" means this Seed Gift Assignment Agreement, including all exhibits and schedules attached hereto, as the same may be amended, modified, or supplemented from time to time in accordance with the terms hereof.
(b) "Applicable Exclusion Amount" means the applicable exclusion amount as defined in Section 2010(c) of the Code, as in effect on the Effective Date, which for the 2025 calendar year is Thirteen Million Nine Hundred Ninety Thousand Dollars ($13,990,000).
(c) "Code" or "IRC" means the Internal Revenue Code of 1986, as amended from time to time, and any successor statute thereto. References to a particular section of the Code shall include references to any successor provision of the Code.
(d) "Depository Bank" means Prescott National Bank, a national banking association, with its offices located at 401 East Las Olas Boulevard, Fort Lauderdale, Florida 33301.
(e) "Effective Date" means November 10, 2025.
(f) "Grantor" means Salvatore A. Pellegrino, an individual residing at 610 Casuarina Concourse, Coral Gables, Florida 33143.
(g) "Seed Gift" means the irrevocable gift of Two Million Dollars ($2,000,000) in cash from the Grantor to the Trust, as described in Article II of this Agreement.
(h) "Trust" or "2025 IDGT" means The Salvatore A. Pellegrino 2025 Family Trust, an irrevocable trust established under the laws of the State of Florida pursuant to the Trust Agreement.
(i) "Trust Account" means the deposit account maintained by the Trustee at the Depository Bank for the benefit of the Trust, as more particularly described in Section 3.2 and Exhibit A hereto.
(j) "Trust Agreement" means the Trust Agreement dated November 10, 2025, by and between the Grantor and Cornerstone Fiduciary Services, Inc., as Trustee, establishing The Salvatore A. Pellegrino 2025 Family Trust, as the same may be amended, restated, or supplemented from time to time in accordance with its terms.
(k) "Trustee" means Cornerstone Fiduciary Services, Inc., a Florida corporation, acting solely in its capacity as Independent Trustee of the Trust.
Section 1.2 — Rules of Construction. Unless the context otherwise requires: (a) words importing the singular shall include the plural and vice versa; (b) words importing a gender shall include every gender; (c) the headings of Articles, Sections, and subsections are for convenience of reference only and shall not affect the interpretation of this Agreement; (d) references to "herein," "hereof," "hereunder," and similar terms refer to this Agreement as a whole and not to any particular provision; and (e) references to any statute, regulation, or rule shall include any amendments, successor provisions, or replacement provisions thereto.
ARTICLE II — GIFT ASSIGNMENT
Section 2.1 — Irrevocable Gift. The Grantor hereby irrevocably and unconditionally assigns, transfers, conveys, sets over, and delivers to the Trustee, for the benefit of the Trust and its Beneficiaries, the sum of Two Million Dollars ($2,000,000) in cash (the "Seed Gift"), free and clear of all liens, security interests, pledges, encumbrances, claims, and restrictions of any kind or nature whatsoever. The Seed Gift shall constitute the initial corpus of the Trust. Effective as of the date of the Trustee's receipt of the wire transfer described in Article III, the Grantor expressly and irrevocably relinquishes, releases, and surrenders all right, title, interest, dominion, and control in and to the Seed Gift and any proceeds thereof, and the Seed Gift shall become the sole and exclusive property of the Trust, to be held, managed, administered, invested, and distributed by the Trustee in accordance with the terms of the Trust Agreement.
Section 2.2 — Irrevocability. The Grantor expressly acknowledges and agrees that the Seed Gift is irrevocable and that the Grantor shall have no right, power, or authority to revoke, alter, amend, modify, or terminate the gift or to direct, request, or compel the return of any portion of the Seed Gift or any income, appreciation, or proceeds therefrom. The Seed Gift, once transferred to and received by the Trustee, shall be held, administered, invested, and distributed by the Trustee solely in accordance with the terms and provisions of the Trust Agreement. The Grantor acknowledges that this irrevocable relinquishment of dominion and control is a material element of the transfer and is essential to the characterization of the Seed Gift as a completed gift for federal gift-tax purposes.
Section 2.3 — No Consideration. The Seed Gift is made gratuitously, without consideration of any kind, and is intended to constitute a bona fide gift within the meaning of Chapter 12 of the Code (federal gift tax) and a transfer by gift within the meaning of Section 2501 of the Code. No property, services, promises, obligations, or other consideration has been or will be provided by the Trust, the Trustee, or any Beneficiary in exchange for or in connection with the Seed Gift. The Parties expressly acknowledge that the Seed Gift does not constitute a sale, exchange, or other disposition for purposes of the Code or any applicable state tax law.
ARTICLE III — METHOD OF TRANSFER AND WIRE INSTRUCTIONS
Section 3.1 — Funding of the Seed Gift. The Grantor shall fund the Seed Gift by wire transfer of immediately available funds in the amount of Two Million Dollars ($2,000,000) from the Grantor's personal account to the Trust Account maintained by the Trustee at the Depository Bank on or before the Effective Date. The Grantor shall be solely responsible for all costs, fees, and expenses associated with initiating and completing the wire transfer of the Seed Gift, including any wire transfer fees charged by the Grantor's financial institution. The Grantor shall use commercially reasonable efforts to initiate the wire transfer sufficiently early in the business day on the Effective Date to permit receipt and settlement of such funds in the Trust Account on the same business day.
Section 3.2 — Wire Instructions. The Grantor shall direct the wire transfer of the Seed Gift to the Trust Account in accordance with the following wire transfer instructions:
Bank Name: Prescott National Bank
Bank Address: 401 East Las Olas Boulevard, Fort Lauderdale, Florida 33301
ABA Routing Number: ____
Account Name: Cornerstone Fiduciary Services, Inc., as Trustee of The Salvatore A. Pellegrino 2025 Family Trust
Account Number: ____
Reference / Memo: Seed Gift — Pellegrino 2025 IDGT
Attention / Bank Contact: Thomas J. Andersen, SVP, Private Banking
Complete and detailed wire transfer instructions are set forth in Exhibit A attached hereto and incorporated herein by reference. In the event of any discrepancy between the wire instructions set forth in this Section 3.2 and those set forth in Exhibit A, the instructions in Exhibit A shall control.
Section 3.3 — Confirmation of Receipt. The Trustee shall promptly confirm receipt of the wire transfer of the Seed Gift in writing (which confirmation may be delivered by electronic mail) to the following persons:
(a) The Grantor, at the address set forth in Section 8.6;
(b) Calderwood & Harkness LLP, 701 Brickell Avenue, Suite 3100, Miami, Florida 33131, Attention: Rafael Dominguez; and
(c) Baxter Whitfield CPA Group, P.A., 150 Alhambra Circle, Suite 800, Coral Gables, Florida 33134, Attention: Sandra T. Whitfield, CPA.
The Trustee's written confirmation shall specify the date and time of receipt, the amount received, and the account to which such funds have been credited. The form of the Trustee's written confirmation of receipt is attached hereto as Exhibit B. The Trustee shall retain evidence of the wire receipt, including the incoming wire advice and settlement confirmation from the Depository Bank, in the Trust's permanent records and shall make such records available for inspection by the Grantor's tax advisors in connection with the preparation of the Grantor's IRS Form 709.
ARTICLE IV — GIFT-TAX REPRESENTATIONS AND COVENANTS
Section 4.1 — Grantor's Representations Regarding Exemption. The Grantor represents and warrants to the Trustee that, as of the date of this Agreement:
(a) The 2025 federal applicable exclusion amount under Section 2010(c) of the Code is Thirteen Million Nine Hundred Ninety Thousand Dollars ($13,990,000);
(b) The Grantor has previously utilized Six Million One Hundred Forty Thousand Dollars ($6,140,000) of his applicable exclusion amount through prior taxable gifts reported on previously filed IRS Forms 709;
(c) The Grantor's remaining applicable exclusion amount prior to giving effect to the Seed Gift is Seven Million Eight Hundred Fifty Thousand Dollars ($7,850,000); and
(d) After applying Two Million Dollars ($2,000,000) of his remaining applicable exclusion amount to the Seed Gift, the Grantor's remaining applicable exclusion amount will be Five Million Eight Hundred Fifty Thousand Dollars ($5,850,000).
The Grantor acknowledges that the foregoing representations are made for informational purposes and to confirm the Grantor's intent to shelter the Seed Gift from federal gift tax by application of his remaining applicable exclusion amount. The Trustee shall have no obligation to independently verify the accuracy of such representations.
Section 4.2 — Form 709 Filing Covenant. The Grantor covenants and agrees that he will timely file, or cause to be filed on his behalf, a United States Gift (and Generation-Skipping Transfer) Tax Return (IRS Form 709) for the 2025 calendar year, due on or before April 15, 2026 (as such date may be extended pursuant to applicable law or regulation), reporting the Seed Gift as a completed gift and electing to apply his applicable exclusion amount thereto in accordance with Section 2505 of the Code. The Grantor's tax return preparer, Baxter Whitfield CPA Group, P.A. (Sandra T. Whitfield, CPA, Managing Partner), has been engaged and will prepare and file such return on the Grantor's behalf. The Grantor shall provide the Trustee with a copy of the filed Form 709 (or, if applicable, the relevant schedules thereof pertaining to the Seed Gift) within thirty (30) days following its filing.
Section 4.3 — GST Tax Allocation. The Grantor intends to allocate a portion of his generation-skipping transfer ("GST") tax exemption under Section 2631 of the Code to the Seed Gift as reported on the Grantor's 2025 IRS Form 709, to the extent necessary and advisable to achieve an inclusion ratio of zero (0) for the Trust, in consultation with his tax advisors at Baxter Whitfield CPA Group, P.A. and Calderwood & Harkness LLP. The Grantor acknowledges that the allocation of GST exemption is a matter within his sole discretion and responsibility, and the Trustee shall bear no liability for the Grantor's decisions regarding GST exemption allocation.
Section 4.4 — No Gift Tax Payable. The Parties acknowledge and agree that, based on the Grantor's representations set forth in Section 4.1 regarding his remaining applicable exclusion amount, no federal gift tax is expected to be due or payable as a result of the Seed Gift. The Grantor shall be solely responsible for the payment of any gift tax, interest, or penalties that may arise in connection with the Seed Gift, whether resulting from an adjustment by the Internal Revenue Service or otherwise.
ARTICLE V — REPRESENTATIONS AND WARRANTIES
Section 5.1 — Representations and Warranties of the Grantor. The Grantor hereby represents and warrants to the Trustee as follows, each of which representations and warranties is true and correct as of the Effective Date:
(a) Citizenship and Domicile. The Grantor is a citizen and resident of the United States of America, domiciled in the State of Florida, County of Miami-Dade.
(b) Legal Capacity. The Grantor is of legal age and has full legal capacity, competence, and authority to execute and deliver this Agreement, to make the Seed Gift contemplated hereby, and to perform all of his obligations hereunder. The Grantor is not subject to any guardianship, conservatorship, or other legal disability that would impair his ability to execute this Agreement or consummate the transactions contemplated hereby.
(c) No Violation. The execution, delivery, and performance of this Agreement and the making of the Seed Gift do not and will not: (i) violate any provision of any agreement, indenture, mortgage, contract, or other instrument to which the Grantor is a party or by which the Grantor or any of his assets may be bound; (ii) violate any order, writ, injunction, decree, judgment, or ruling of any court or governmental authority applicable to the Grantor; or (iii) result in the creation of any lien, encumbrance, or other adverse claim upon the Seed Gift.
(d) Unencumbered Funds. The funds comprising the Seed Gift are the Grantor's separate property, are held free and clear of all liens, security interests, pledges, mortgages, encumbrances, restrictions, and adverse claims of every kind and nature, and are fully available for irrevocable transfer to the Trust. No person or entity other than the Grantor has any ownership interest, claim, or right with respect to such funds.
(e) Community Property. The State of Florida is a common-law property state and does not recognize community property. The Seed Gift is made exclusively from the Grantor's separate funds, and no community property interest or equitable claim of Adriana M. Pellegrino (the Grantor's spouse) is implicated, affected, or impaired by the making of the Seed Gift. The Grantor's spouse has been informed of the Seed Gift and has consented thereto, to the extent such consent may be required or advisable.
(f) No Litigation. There is no action, suit, proceeding, investigation, or claim pending or, to the Grantor's knowledge, threatened against or affecting the Grantor that would impair the Grantor's ability to perform his obligations under this Agreement or that would affect the validity of the Seed Gift.
(g) Tax Representations. The representations regarding the Grantor's remaining applicable exclusion amount set forth in Section 4.1 are true and correct in all material respects as of the Effective Date.
Section 5.2 — Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Grantor as follows, each of which representations and warranties is true and correct as of the Effective Date:
(a) Organization and Good Standing. Cornerstone Fiduciary Services, Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Florida, and holds Florida Trust Company License No. FTC-2014-00287 issued by the Florida Office of Financial Regulation, which license is in full force and effect and has not been revoked, suspended, or made subject to any material conditions or restrictions.
(b) Power and Authority. The Trustee has full corporate power and authority under the Trust Agreement, its articles of incorporation and bylaws, and applicable law, including the Florida Trust Code (Fla. Stat. §§ 736.0101 et seq.), to accept the Seed Gift on behalf of the Trust and to perform all of its obligations under this Agreement.
(c) Due Appointment. The Trustee has been duly appointed and is currently serving as the Independent Trustee of the Trust pursuant to the terms of the Trust Agreement and has accepted such appointment in writing.
(d) Due Authorization. The execution, delivery, and performance of this Agreement and the acceptance of the Seed Gift by the Trustee have been duly authorized by all necessary corporate action of Cornerstone Fiduciary Services, Inc., and no further corporate action, approval, or consent is required.
(e) Trust Account. The Trust Account at the Depository Bank has been duly established and is in good standing, and the Trustee is authorized to receive funds on behalf of the Trust into such account.
(f) Independent Counsel. The Trustee has obtained independent legal counsel from Ridgeway & Callahan LLP (Patricia N. Callahan, Partner, 50 North Laura Street, Suite 2200, Jacksonville, Florida 32202) regarding the Trust, this Agreement, and the transactions contemplated hereby, and the Trustee's entry into this Agreement has been made with the benefit of such independent legal advice.
ARTICLE VI — TRUST ACCOUNT ADMINISTRATION
Section 6.1 — Deposit and Investment. Upon receipt of the Seed Gift, the Trustee shall promptly deposit the full amount of the Seed Gift into the Trust Account at the Depository Bank. Thereafter, the Trustee shall hold, invest, manage, and reinvest the Seed Gift and any income earned thereon in accordance with the investment provisions of the Trust Agreement and the Trustee's duties and responsibilities under applicable fiduciary standards, including the Florida Prudent Investor Act (Fla. Stat. §§ 518.11 et seq.) and the Florida Trust Code (Fla. Stat. §§ 736.0101 et seq.). The Trustee shall exercise the care, skill, and caution that a prudent investor would exercise under the circumstances then prevailing, taking into account the purposes, terms, distribution requirements, and other circumstances of the Trust, including the anticipated Installment Sale Transaction.
Section 6.2 — Segregation. The Seed Gift and all Trust assets shall at all times be held separate and apart from the Trustee's own assets, the assets of Cornerstone Fiduciary Services, Inc. in any other capacity, and the assets of any other trust, estate, or fiduciary account administered by the Trustee. The Trustee shall maintain separate books and records for the Trust and shall not commingle Trust assets with any other assets. All Trust assets shall be titled in the name of the Trustee, in its capacity as Trustee of the Trust, or in such other manner as is consistent with the Trustee's duties under applicable law.
Section 6.3 — Anticipated Use. The Parties acknowledge that the Seed Gift is intended to provide the Trust with independent economic substance and an equity contribution in connection with the Trust's planned acquisition of membership interests in the following entities:
(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,
pursuant to a Membership Interest Purchase Agreement to be executed by and between the Grantor (or Pellegrino Capital Group LLC, as applicable) and the Trustee on or about December 15, 2025 (the "Installment Sale Transaction"). The aggregate anticipated purchase price for such membership interests is Forty Million Dollars ($40,000,000), payable by the Trust to the Grantor (or Pellegrino Capital Group LLC) via a secured promissory note bearing interest at the rate of 4.40% per annum (the September 2025 mid-term applicable federal rate, compounded annually). The Seed Gift of Two Million Dollars ($2,000,000) represents approximately five percent (5%) of such anticipated purchase price.
Notwithstanding the foregoing, nothing in this Section 6.3 or elsewhere in this Agreement shall obligate the Trustee to consummate the Installment Sale Transaction or any other transaction. The Trustee shall independently evaluate any proposed transaction in the exercise of its fiduciary duties and shall enter into such transaction only if the Trustee determines, in its sole and independent judgment and with the advice of its independent legal counsel, that such transaction is in the best interests of the Trust and its Beneficiaries.
ARTICLE VII — TAX TREATMENT
Section 7.1 — Grantor Trust Status. The Parties acknowledge that the Trust is intended to be treated as a "grantor trust" for federal income-tax purposes under Sections 671 through 679 of the Code. The grantor trust status of the Trust is triggered by the provisions of Section 675(4)(C) of the Code, specifically the Grantor's retained power, exercisable in a nonfiduciary capacity without the consent of any person acting in a fiduciary capacity, to substitute assets of equivalent value for assets held by the Trust (the "Substitution Power"), as set forth in the Trust Agreement.
By reason of such grantor trust treatment, the transfer of the Seed Gift from the Grantor to the Trust is not a recognition event for federal income-tax purposes. No gain, loss, or income shall be recognized by the Grantor, the Trust, or any other person as a result of such transfer. All items of income, deduction, gain, loss, and credit attributable to the Trust and its assets shall be reported on the Grantor's individual federal income-tax return (IRS Form 1040) for so long as the Trust is treated as a grantor trust under the Code. The Grantor shall be solely responsible for the payment of all federal, state, and local income taxes attributable to Trust income during such period. The Parties acknowledge that the Grantor's payment of income taxes on Trust income is not treated as an additional gift to the Trust under current law. See Revenue Ruling 2004-64, 2004-2 C.B. 7.
Section 7.2 — Trust Tax Identification Number. An application for a federal tax identification number (Employer Identification Number) for the Trust has been submitted to the Internal Revenue Service on IRS Form SS-4 and is pending as of the Effective Date. Until such EIN is obtained and communicated to the Depository Bank and other relevant parties, the Trust's tax items shall be reported under the Grantor's Social Security Number (last four digits: 8217), in accordance with Treasury Regulations Section 1.671-4. Upon receipt of the Trust's EIN, the Trustee shall promptly notify the Grantor, the Depository Bank, and all relevant advisors and shall update the Trust Account records accordingly.
ARTICLE VIII — MISCELLANEOUS PROVISIONS
Section 8.1 — Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Florida, without giving effect to any principles of conflicts of law that would require the application of the laws of any other jurisdiction. Any dispute arising out of or relating to this Agreement shall be resolved exclusively in the state or federal courts sitting in Miami-Dade County, Florida or Duval County, Florida, and each Party hereby consents to the exclusive jurisdiction and venue of such courts.
Section 8.2 — Entire Agreement. This Agreement, together with the Trust Agreement and the Exhibits attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof, specifically the Seed Gift and the assignment thereof, and supersedes all prior and contemporaneous discussions, negotiations, representations, warranties, understandings, and agreements, whether written or oral, between the Parties relating to the Seed Gift. No representation, warranty, promise, inducement, or statement of intention has been made by either Party that is not embodied in this Agreement or the Trust Agreement.
Section 8.3 — Amendment. This Agreement may not be amended, modified, supplemented, or otherwise altered except by a written instrument duly executed by both the Grantor and the Trustee. No oral modification or waiver shall be effective for any purpose.
Section 8.4 — Severability. If any provision of this Agreement, or the application thereof to any person, entity, or circumstance, is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, the remaining provisions of this Agreement shall continue in full force and effect, and the invalid, illegal, or unenforceable provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the Parties' original intent, or, if such modification is not possible, shall be severed from this Agreement without affecting the validity or enforceability of the remaining provisions.
Section 8.5 — Counterparts. This Agreement 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 a signature page to this Agreement by electronic mail (including portable document format (.pdf) transmission), facsimile, or other electronic means shall be effective as delivery of a manually executed counterpart of this Agreement. Electronic signatures and PDF signatures shall be treated as original signatures for all purposes and shall have the same legal effect, validity, and enforceability as original ink signatures.
Section 8.6 — Notices. All notices, requests, demands, consents, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if: (a) delivered personally; (b) sent by registered or certified mail, return receipt requested, postage prepaid; (c) sent by nationally recognized overnight courier service; or (d) transmitted by electronic mail (with confirmation of receipt), to the Parties at the following addresses (or to such other address as a Party may designate in writing from time to time):
To the Grantor:
Salvatore A. Pellegrino 610 Casuarina Concourse Coral Gables, Florida 33143
With a copy to:
Pellegrino Capital Group LLC 2400 Salzedo Street, Suite 1200 Coral Gables, Florida 33134
To the Trustee:
Cornerstone Fiduciary Services, Inc.
Attention: Helena R. Matsuda, Senior Trust Officer
200 West Forsyth Street, Suite 1500 Jacksonville, Florida 32202
With copies to counsel:
Calderwood & Harkness LLP
Attention: George Trujillo / Rafael Dominguez
701 Brickell Avenue, Suite 3100 Miami, Florida 33131
Ridgeway & Callahan LLP
Attention: Patricia N. Callahan
50 North Laura Street, Suite 2200 Jacksonville, Florida 32202
Notices shall be deemed received: (i) on the date of personal delivery; (ii) three (3) business days after mailing by registered or certified mail; (iii) one (1) business day after deposit with a nationally recognized overnight courier service; or (iv) on the date of transmission by electronic mail, provided that confirmation of receipt is obtained.
Section 8.7 — Waiver. No waiver by either Party of any provision of this Agreement, or of any breach or default hereunder, shall be effective unless such waiver is in writing and signed by the waiving Party. No waiver shall be deemed to be or shall constitute a waiver of any other provision or any subsequent breach or default of the same or any other provision of this Agreement. The failure of either Party to exercise any right or remedy hereunder shall not operate as a waiver of such right or remedy.
Section 8.8 — Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors, assigns, heirs, executors, administrators, personal representatives, and legal representatives. The Trustee's obligations hereunder shall be binding upon any successor trustee appointed pursuant to the terms of the Trust Agreement.
Section 8.9 — Further Assurances. Each Party agrees to execute and deliver, or cause to be executed and delivered, such additional documents, instruments, conveyances, and assurances, and to take such further actions and steps, as may be reasonably necessary or desirable to carry out the provisions of this Agreement and to effectuate the purposes and intent of the Seed Gift, including without limitation any documents reasonably required by the Depository Bank, the Internal Revenue Service, or any other governmental authority.
[Signature Pages Follow]
SIGNATURE PAGE TO SEED GIFT ASSIGNMENT AGREEMENT
IN WITNESS WHEREOF, the Parties have executed this Seed Gift Assignment Agreement as of the date first written above.
GRANTOR:
SALVATORE A. PELLEGRINO
________________________________________
Salvatore A. Pellegrino Individually, as Grantor
Date: ________
SIGNATURE PAGE TO SEED GIFT ASSIGNMENT AGREEMENT
TRUSTEE:
CORNERSTONE FIDUCIARY SERVICES, INC., as Independent Trustee of The Salvatore A. Pellegrino 2025 Family Trust
By: ________
Name: Helena R. Matsuda
Title: Senior Trust Officer
FL Trust Company License No. FTC-2014-00287
Date: ________
ACKNOWLEDGMENTS
NOTARY ACKNOWLEDGMENT — GRANTOR
STATE OF FLORIDA COUNTY OF MIAMI-DADE
Before me, the undersigned authority, on this _ day of November, 2025, personally appeared Salvatore A. Pellegrino, to me known (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument, and acknowledged to me that he executed the same in his authorized capacity for the purposes and consideration therein expressed, and that the instrument is his free act and deed.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written.
________________________________________
Notary Public, State of Florida
Print Name: ________ My Commission Expires: ________ Commission No.: ________
[NOTARIAL SEAL]
NOTARY ACKNOWLEDGMENT — TRUSTEE
STATE OF FLORIDA COUNTY OF DUVAL
Before me, the undersigned authority, on this _ day of November, 2025, personally appeared Helena R. Matsuda, to me known (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument, and acknowledged to me that she executed the same in her authorized capacity as Senior Trust Officer of Cornerstone Fiduciary Services, Inc., a Florida corporation, acting in its capacity as Independent Trustee of The Salvatore A. Pellegrino 2025 Family Trust, for the purposes and consideration therein expressed, and that the instrument is the free act and deed of said corporation, in its capacity as Trustee.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written.
________________________________________
Notary Public, State of Florida
Print Name: ________ My Commission Expires: ________ Commission No.: ________
[NOTARIAL SEAL]
EXHIBIT A
WIRE TRANSFER INSTRUCTIONS
The following wire transfer instructions shall be used by the Grantor to fund the Seed Gift in the amount of Two Million Dollars ($2,000,000) to the Trust Account maintained by the Trustee at Prescott National Bank:
Important Instructions:
1.  The Grantor should reference this Exhibit A when initiating the wire transfer and should ensure that the reference/memo field contains the notation "Seed Gift — Pellegrino 2025 IDGT — November 10, 2025" to facilitate proper identification and allocation of the incoming funds.
2.  The Grantor or his representative should contact Thomas J. Andersen at the Depository Bank prior to initiating the wire to confirm that the Trust Account is active and ready to receive the incoming funds.
3.  Upon completion of the wire transfer, the Grantor should forward the wire confirmation receipt or FEDWIRE reference number to the Trustee (Attention: Helena R. Matsuda) and to Calderwood & Harkness LLP (Attention: Rafael Dominguez) by electronic mail to facilitate timely confirmation of receipt.
4.  The ABA/Routing Number, SWIFT Code, and Account Number fields shall be completed by the Trustee and communicated to the Grantor and Calderwood & Harkness LLP prior to the Effective Date. This Exhibit A shall be deemed amended to incorporate such information upon its communication in writing by the Trustee, without the need for a formal amendment to this Agreement.
EXHIBIT B
FORM OF TRUSTEE'S WRITTEN CONFIRMATION OF RECEIPT
[Date]
CORNERSTONE FIDUCIARY SERVICES, INC. 200 West Forsyth Street, Suite 1500 Jacksonville, Florida 32202 FL Trust Company License No. FTC-2014-00287
Mr. Salvatore A. Pellegrino 610 Casuarina Concourse Coral Gables, Florida 33143
Re: Confirmation of Receipt of Seed Gift — The Salvatore A. Pellegrino 2025 Family Trust
Dear Mr. Pellegrino:
Cornerstone Fiduciary Services, Inc., in its capacity as Independent Trustee of The Salvatore A. Pellegrino 2025 Family Trust (the "Trust"), hereby confirms receipt of the following wire transfer:
The above-referenced funds have been credited to the Trust Account and are being held by the Trustee for the benefit of the Trust in accordance with the terms of the Trust Agreement dated November 10, 2025 and the Seed Gift Assignment Agreement dated November 10, 2025.
This confirmation is provided in accordance with Section 3.3 of the Seed Gift Assignment Agreement dated November 10, 2025, by and between Salvatore A. Pellegrino, as Grantor, and Cornerstone Fiduciary Services, Inc., as Independent Trustee of the Trust.
Please retain this confirmation for your records and for inclusion with your 2025 United States Gift (and Generation-Skipping Transfer) Tax Return (IRS Form 709).
Sincerely,
CORNERSTONE FIDUCIARY SERVICES, INC., as Independent Trustee of The Salvatore A. Pellegrino 2025 Family Trust
By: ________
Name: Helena R. Matsuda
Title: Senior Trust Officer
cc: Calderwood & Harkness LLP, Attention: Rafael Dominguez, 701 Brickell Avenue, Suite 3100, Miami, FL 33131
Baxter Whitfield CPA Group, P.A., Attention: Sandra T. Whitfield, CPA, 150 Alhambra Circle, Suite 800, Coral Gables, FL 33134
Ridgeway & Callahan LLP, Attention: Patricia N. Callahan, 50 North Laura Street, Suite 2200, Jacksonville, FL 32202
Field | Information
Bank Name | Prescott National Bank
Bank Address | 401 East Las Olas Boulevard, Fort Lauderdale, Florida 33301
ABA / Routing Number | ____
SWIFT Code | ____
Beneficiary Account Name | Cornerstone Fiduciary Services, Inc., as Trustee of The Salvatore A. Pellegrino 2025 Family Trust
Account Number | ____
Reference / Memo | Seed Gift — Pellegrino 2025 IDGT — November 10, 2025
Bank Contact | Thomas J. Andersen, SVP, Private Banking, Prescott National Bank
Bank Contact Telephone | ____
Bank Contact Email | ____
Item | Details
Date of Receipt | [Date]
Amount Received | $2,000,000.00
Source of Funds | Salvatore A. Pellegrino (personal account)
Receiving Account | Trust Account at Prescott National Bank
Reference | Seed Gift — Pellegrino 2025 IDGT — November 10, 2025
FEDWIRE Reference No. | [Reference Number]

SEED GIFT ASSIGNMENT AGREEMENT

SEED GIFT ASSIGNMENT AGREEMENT

RECITALS

SIGNATURE PAGE TO SEED GIFT ASSIGNMENT AGREEMENT

GRANTOR:

SALVATORE A. PELLEGRINO

SIGNATURE PAGE TO SEED GIFT ASSIGNMENT AGREEMENT

TRUSTEE:

ACKNOWLEDGMENTS

STATE OF FLORIDA COUNTY OF MIAMI-DADE

STATE OF FLORIDA COUNTY OF DUVAL

EXHIBIT A

WIRE TRANSFER INSTRUCTIONS

EXHIBIT B

FORM OF TRUSTEE'S WRITTEN CONFIRMATION OF RECEIPT

Record

Parties

Dates

Amounts