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THE SALVATORE A. PELLEGRINO 2025 FAMILY TRUST

IRREVOCABLE TRUST AGREEMENT

Dated as of November 10, 2025

By and Between

SALVATORE A. PELLEGRINO as Grantor

and

CORNERSTONE FIDUCIARY SERVICES, INC. as Trustee

Governed by the Laws of the State of Florida

THE SALVATORE A. PELLEGRINO 2025 FAMILY TRUST

IRREVOCABLE TRUST AGREEMENT

CONFIDENTIAL — This document contains confidential information regarding the estate and financial planning of Salvatore A. Pellegrino. Distribution is limited to the Grantor, the Trustee, engagement counsel, and their respective authorized representatives.

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PREAMBLE AND RECITALS

THIS IRREVOCABLE TRUST AGREEMENT (this "Agreement") is made and entered into as of the 10th day of November, 2025, by and between:

SALVATORE A. PELLEGRINO ("Grantor"), an individual residing at 610 Casuarina Concourse, Coral Gables, Florida 33143, whose Social Security number ends in 8217;

and

CORNERSTONE FIDUCIARY SERVICES, INC. ("Trustee"), a Florida corporation duly organized and existing under the laws of the State of Florida and licensed as a trust company under the State of Florida, License No. FTC-2014-00287, with its principal offices located at 200 West Forsyth Street, Suite 1500, Jacksonville, Florida 32202, acting through Helena R. Matsuda, Senior Trust Officer.

RECITALS

WHEREAS, the Grantor desires to establish an irrevocable trust for the benefit of his descendants, as more particularly described herein, in order to provide for the orderly management, preservation, and distribution of certain assets for the benefit of the Grantor's children and their descendants in a manner that reflects the Grantor's wishes and values;

WHEREAS, the Grantor intends to make an initial contribution of Two Million Dollars ($2,000,000) in cash to the Trust as the initial trust corpus (hereinafter referred to as the "Seed Gift"), which contribution shall constitute a completed gift for federal gift tax purposes and shall utilize a portion of the Grantor's remaining federal gift and estate tax applicable exclusion amount under Section 2010(c) of the Internal Revenue Code of 1986, as amended;

WHEREAS, it is the express intent of the Grantor that the Trust shall be treated as a "grantor trust" for federal income tax purposes under Sections 671 through 679 of the Internal Revenue Code of 1986, as amended, such that all items of income, deduction, and credit attributable to the Trust shall be reported on the Grantor's individual federal income tax return during the Grantor's lifetime, while the assets of the Trust shall be excluded from the Grantor's gross estate for federal estate tax purposes under Sections 2036, 2037, 2038, and 2042 of the Code;

WHEREAS, the Trustee is an independent trust company duly licensed in the State of Florida, with no familial or subordinate relationship to the Grantor within the meaning of Section 672(c) of the Internal Revenue Code, and the Trustee is willing and able to accept the trusteeship and to administer the Trust in accordance with the terms of this Agreement and applicable Florida law;

WHEREAS, the Trust is being established in connection with a planned sale of membership interests in certain hospitality entities owned by the Grantor, or entities controlled by the Grantor, to the Trust, which sale and the terms thereof shall be documented by separate instruments, including a Membership Interest Purchase Agreement, a Secured Promissory Note, a Pledge and Security Agreement, and related assignment documents, all of which are anticipated to be executed on or about December 15, 2025;

WHEREAS, the Grantor has consulted with his legal counsel, Calderwood & Harkness LLP, and his tax advisors, Baxter Whitfield CPA Group, P.A., regarding the establishment of this Trust and the associated estate, gift, and generation-skipping transfer tax implications;

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Grantor and the Trustee agree as follows:

This instrument shall be known as "The Salvatore A. Pellegrino 2025 Family Trust" (the "Trust").

ARTICLE I — DEFINITIONS

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

1.1 "Beneficiaries" shall mean, collectively, the Primary Beneficiaries and the Contingent Beneficiaries, as those terms are defined herein. Reference to a "Beneficiary" in the singular shall mean any one of the Beneficiaries, as the context requires.

1.2 "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time, and any successor statute thereto. References to specific sections of the Code shall include any corresponding provisions of any successor statute and applicable Treasury Regulations promulgated thereunder.

1.3 "Contingent Beneficiaries" shall mean the descendants of each Primary Beneficiary, determined per stirpes. For the avoidance of doubt, the term "descendants" shall include individuals born to or legally adopted by a Primary Beneficiary or a descendant of a Primary Beneficiary, in accordance with the laws of the State of Florida governing the construction of such terms.

1.4 "Excluded Persons" shall mean the Grantor and the Grantor's spouse, Adriana M. Pellegrino. Under no circumstances may any distribution of income or principal be made to or for the benefit of any Excluded Person, whether directly or indirectly, and no Excluded Person shall have any beneficial interest in the Trust whatsoever. The term "Excluded Persons" shall also include any individual who is treated as the Grantor's spouse under applicable law at the time of any proposed distribution.

1.5 "Gift Tax Exemption" shall mean the applicable exclusion amount under Code § 2010(c), as adjusted for inflation in accordance with Code § 2010(c)(3). For the calendar year 2025, the Gift Tax Exemption is Thirteen Million Nine Hundred Ninety Thousand Dollars ($13,990,000) per individual.

1.6 "Grantor" shall mean Salvatore A. Pellegrino, an individual currently residing at 610 Casuarina Concourse, Coral Gables, Florida 33143.

1.7 "Grantor Trust Provisions" shall mean those provisions of this Agreement that are specifically intended to cause the Trust to be treated as a grantor trust with respect to the Grantor for federal income tax purposes under Code §§ 671–679, and specifically the power of substitution described in Section 9.2 of this Agreement, which relies upon Code § 675(4)(C) as the basis for grantor trust classification.

1.8 "GST Exempt Trust" shall mean a separate trust share or sub-trust to which generation-skipping transfer tax ("GST tax") exemption under Code § 2631 has been allocated such that the inclusion ratio of such trust is zero, and to which no further contributions have been made that would result in a non-zero inclusion ratio, unless additional GST exemption is allocated to such contributions.

1.9 "Independent Trustee" shall mean a Trustee that is not a "related or subordinate party" as defined in Code § 672(c) with respect to the Grantor, and that is not an Excluded Person, a Beneficiary, or a member of the family (as defined in Code § 2032A(e)(2)) of the Grantor or any Beneficiary. A corporate trustee licensed to serve as a fiduciary in the State of Florida shall be presumed to satisfy this definition unless it is owned or controlled by the Grantor, an Excluded Person, or a Beneficiary.

1.10 "Primary Beneficiaries" shall mean the following three individuals, each of whom is a child of the Grantor:

(a) Marco A. Pellegrino, age forty-four (44) as of the date of this Agreement, currently residing at 1285 Gulf Pavilion Drive, Naples, Florida 34108;

(b) Lucia Pellegrino-Vasquez, age forty-one (41) as of the date of this Agreement, currently residing at 3300 Brickell Avenue, Unit 4402, Miami, Florida 33129; and

(c) Dante R. Pellegrino, age thirty-seven (37) as of the date of this Agreement, currently residing at 807 Harbour Post Drive, Tampa, Florida 33602.

1.11 "Seed Gift" shall mean the initial contribution of Two Million Dollars ($2,000,000) in cash made by the Grantor to the Trust on or about the date of this Agreement, as described in Section 2.2 hereof.

1.12 "Trust Estate" shall mean all property at any time held by the Trustee under this Agreement, including, without limitation: (a) the Seed Gift; (b) any additional contributions of property made to the Trust by the Grantor or by third parties; (c) any assets acquired by the Trust, including but not limited to membership interests in limited liability companies, real property, securities, and other investments; and (d) all income, gains, appreciation, and proceeds derived from or attributable to any of the foregoing, whether received in cash or in kind, and any reinvestments thereof.

1.13 "Trust Protector" shall mean the individual or entity appointed to serve as trust protector under Article X of this Agreement, initially Patricia N. Callahan of Ridgeway & Callahan LLP, and any successor trust protector appointed in accordance with the provisions of Article X.

1.14 "Trustee" shall mean Cornerstone Fiduciary Services, Inc., a Florida corporation, and any successor trustee appointed in accordance with the provisions of this Agreement. Reference to the "Trustee" shall include both the initial Trustee and any successor Trustee, unless the context otherwise requires.

ARTICLE II — ESTABLISHMENT OF TRUST; INITIAL CONTRIBUTION

2.1 Creation. The Grantor hereby establishes The Salvatore A. Pellegrino 2025 Family Trust, an irrevocable trust under the laws of the State of Florida, effective as of November 10, 2025. The Trust is created for the purposes set forth in the Recitals to this Agreement and shall be administered in accordance with the terms and provisions hereof and applicable provisions of the Florida Uniform Trust Code, as codified in Chapter 736 of the Florida Statutes, and other applicable law.

2.2 Initial Contribution (Seed Gift). The Grantor hereby irrevocably transfers, assigns, conveys, and delivers to the Trustee, and the Trustee hereby acknowledges receipt of, the sum of Two Million Dollars ($2,000,000) in cash as the initial trust corpus of the Trust (the "Seed Gift"). The Seed Gift shall be funded via wire transfer to the Trust's designated custodial account at Prescott National Bank, 401 East Las Olas Boulevard, Fort Lauderdale, Florida 33301 (Thomas J. Andersen, Senior Vice President, Private Banking Division), on or before the date of execution of this Agreement. The Grantor acknowledges and agrees that:

(a) The Seed Gift constitutes a completed gift for federal gift tax purposes under Code § 2501, and the Grantor will report the Seed Gift on the Grantor's federal gift tax return (Form 709) for the calendar year 2025, which is due on April 15, 2026;

(b) The Seed Gift will utilize Two Million Dollars ($2,000,000) of the Grantor's remaining federal gift and estate tax applicable exclusion amount under Code § 2010(c);

(d) The Grantor has received no consideration from the Trust or the Trustee in exchange for the Seed Gift, and the transfer is made as a gift, voluntarily and without compulsion.

2.3 Additional Contributions. The Trustee may accept additional contributions of property to the Trust from the Grantor or from third parties, including but not limited to cash, securities, interests in entities, real property, and other assets, provided that such contributions are consistent with the purposes of this Agreement and do not, in the reasonable judgment of the Trustee, impose undue administrative burdens on the Trust or subject the Trust to liabilities that are inconsistent with the best interests of the Beneficiaries. The Trustee shall acknowledge receipt of any additional contribution in writing and shall add such property to the Trust Estate. The acceptance of additional contributions shall not be deemed to create any obligation on the part of the Trustee to accept any specific contribution or to obligate the Grantor to make any further contribution.

2.4 Irrevocability. This Trust is irrevocable. The Grantor may not revoke, amend, alter, modify, or terminate this Trust, in whole or in part, except as expressly provided herein with respect to the Grantor Trust Provisions under Article IX (specifically, the Grantor's retained power to substitute assets of equivalent value under Section 9.2 and the Grantor's power to release such substitution power under Section 9.5). No modification of this Agreement shall be effective unless made in accordance with the applicable provisions of this Agreement and the Florida Uniform Trust Code. The Grantor expressly waives any right to revoke, alter, or amend this Trust that might otherwise be available under applicable law, to the fullest extent permitted by law.

ARTICLE III — BENEFICIAL INTERESTS AND DISTRIBUTION PROVISIONS

3.1 Primary Beneficiaries. The Trust is established for the primary benefit of the Grantor's three children, who are designated as the Primary Beneficiaries of this Trust:

(a) Marco A. Pellegrino;

(b) Lucia Pellegrino-Vasquez; and

The Primary Beneficiaries and their descendants shall be the sole permissible recipients of distributions from the Trust, subject to the limitations set forth in this Article III and elsewhere in this Agreement. No distributions may be made to any Excluded Person under any circumstances.

3.2 Discretionary Distributions of Income. The Trustee, in its sole and absolute discretion, may distribute to or among the Primary Beneficiaries and their descendants (collectively, the "Beneficiaries") such amounts of the net income of the Trust as the Trustee deems advisable for the health, education, maintenance, and support of such Beneficiaries, taking into account such factors as the Trustee, in its sole judgment, considers relevant, including but not limited to:

(a) The Beneficiary's other resources reasonably known to or ascertainable by the Trustee, including income from employment, investment income, assets owned individually, and benefits from any other trust or estate;

(b) The Beneficiary's standard of living and accustomed manner of living;

(d) The Beneficiary's educational goals and professional development;

(e) The impact of any distribution on the overall Trust Estate and its ability to serve the long-term interests of all Beneficiaries; and

(f) The tax consequences to the Beneficiary and the Trust of making or withholding any distribution.

The Trustee shall not be required to inquire into or verify the resources of any Beneficiary, but may rely upon information reasonably available to the Trustee or furnished by the Beneficiary upon request.

3.3 Discretionary Distributions of Principal. The Trustee, in its sole and absolute discretion, may distribute to or among the Primary Beneficiaries and their descendants such amounts of the principal of the Trust Estate as the Trustee deems advisable for the health, education, maintenance, and support of such Beneficiaries, taking into account the same factors described in Section 3.2 above. In exercising this discretion, the Trustee shall also consider the desirability of preserving the Trust Estate for the long-term benefit of the Beneficiaries as a class and shall give due consideration to the potential impact of any principal distribution on the Trust's ability to satisfy its current and anticipated liabilities, including indebtedness and debt service obligations.

3.4 Accumulation of Income. Any net income of the Trust that is not distributed in any calendar year shall be accumulated and added to the principal of the Trust Estate. The decision to accumulate income rather than distribute it shall be within the sole and absolute discretion of the Trustee, and no Beneficiary shall have any right to compel the distribution of accumulated income.

3.5 Equal Treatment Not Required. The Trustee may make distributions of income or principal to one or more Beneficiaries to the complete exclusion of one or more other Beneficiaries, as the Trustee deems appropriate in its sole and absolute discretion. The Trustee shall not be required to treat the Beneficiaries equally or to make distributions in equal shares, and the Trustee's decision to favor one Beneficiary over another shall not be subject to challenge by any Beneficiary or other interested party, provided that such decision is made in good faith and in the exercise of the Trustee's fiduciary judgment.

3.6 Separate Trust Shares. The Trustee may, at any time and from time to time in its discretion, divide the Trust into separate subtrusts for the benefit of each Primary Beneficiary and such Primary Beneficiary's descendants. Each such subtrust shall be a separate trust for all purposes, shall be named for the applicable Primary Beneficiary (e.g., "The Marco A. Pellegrino Subtrust of The Salvatore A. Pellegrino 2025 Family Trust"), and shall be administered under the same terms and conditions as the Trust, as though each subtrust were itself the Trust. Upon any such division, the Trustee shall allocate the Trust Estate among the subtrusts in such proportions as the Trustee deems appropriate, in its sole discretion, and may thereafter administer each subtrust separately, including maintaining separate accounts, rendering separate accountings, and making separate investment decisions for each subtrust.

3.7 Limitation on Distributions — Excluded Persons. Notwithstanding any other provision of this Agreement, no distribution of income or principal shall be made to or for the benefit of any Excluded Person, including the Grantor and Adriana M. Pellegrino, under any circumstances whatsoever. This prohibition is absolute and shall not be modified, amended, or waived by the Trustee, the Trust Protector, or any court of competent jurisdiction. Any provision of this Agreement that could be construed to permit or require a distribution to an Excluded Person shall be construed in a manner that avoids such result, and if no such construction is reasonably possible, such provision shall be void and of no effect to the extent it would require or permit such a distribution.

3.8 Consideration of Debt Service. The Trustee shall, prior to making any discretionary distributions of income or principal to or for the benefit of any Beneficiary, take into account the Trust's obligation to service any indebtedness of the Trust, including but not limited to any promissory notes issued by the Trust in connection with the acquisition of assets (including the Secured Promissory Note referenced in Section 15.3(c) hereof), and shall maintain adequate reserves for such payments. The Trustee shall ensure that the Trust retains sufficient liquid assets and cash flow to meet all scheduled debt service payments, including interest payments and any required principal amortization or balloon payments, as they become due. The Trustee's duty under this Section 3.8 shall take priority over discretionary distributions to Beneficiaries, and no Beneficiary shall have any right to challenge the Trustee's decision to retain funds for debt service purposes.

ARTICLE IV — DISPOSITION AT DEATH OF PRIMARY BENEFICIARY

4.1 Testamentary Power of Appointment. Upon the death of any Primary Beneficiary, such Primary Beneficiary shall have a limited testamentary power of appointment over his or her share of the Trust Estate (or, if the Trust has been divided into separate subtrusts pursuant to Section 3.6, over the subtrust established for such Primary Beneficiary's benefit). This limited testamentary power of appointment shall be exercisable in favor of any one or more of the Grantor's descendants (other than Excluded Persons), in such shares, proportions, trusts, or estates as the Primary Beneficiary may designate, whether outright or in further trust, provided that the terms of any such further trust are not inconsistent with the provisions of this Agreement. The power of appointment shall be exercised, if at all, by specific reference to this power in the Primary Beneficiary's last will and testament duly admitted to probate or otherwise given legal effect under applicable law. No power of appointment granted under this Section 4.1 may be exercised in favor of the Primary Beneficiary's estate, the Primary Beneficiary's creditors, the estate of the Primary Beneficiary's creditors, or any Excluded Person.

4.2 Default Distribution in Absence of Appointment. To the extent a Primary Beneficiary fails to effectively exercise the limited testamentary power of appointment granted under Section 4.1, or to the extent any exercise of such power is determined to be invalid or ineffective, the deceased Primary Beneficiary's share of the Trust Estate (or the applicable subtrust) shall be held in a continuing trust for the benefit of such deceased Primary Beneficiary's then-living descendants, per stirpes. Such continuing trust shall be administered under the same terms and conditions as the Trust, and the Trustee shall hold, manage, invest, and distribute the assets of such continuing trust for the benefit of such descendants in accordance with the distribution standards set forth in Sections 3.2 and 3.3 of this Agreement.

4.3 Failure of Issue. If a Primary Beneficiary dies without having effectively exercised the limited testamentary power of appointment and without leaving any surviving descendants, such deceased Primary Beneficiary's share of the Trust Estate (or the applicable subtrust) shall be distributed as follows:

(a) To the then-living Primary Beneficiaries (or to the subtrusts established for their benefit), in equal shares; provided, however, that if a Primary Beneficiary who would otherwise receive a share under this Section 4.3(a) is not then living but has left surviving descendants, such deceased Primary Beneficiary's share shall be held for or distributed to such descendants, per stirpes, in a continuing trust under the terms of this Agreement.

(b) If no Primary Beneficiary is then living, to the then-living descendants of the Grantor, per stirpes, in a continuing trust under the terms of this Agreement, or if there are no then-living descendants of the Grantor, then to such charitable organizations as the Trustee, in its sole discretion, may select, provided that any such organization qualifies as a tax-exempt organization under Code § 501(c)(3) at the time of distribution.

ARTICLE V — TRUST TERM AND TERMINATION

5.1 Duration. The Trust shall continue until the earlier of:

(a) The date on which no Beneficiary remains alive, including no descendant of the Grantor who could be a Beneficiary under the terms of this Agreement; or

(b) The expiration of the maximum period permitted under applicable Florida law, which is currently the period established under the Florida Uniform Trust Code, Section 736.0404 of the Florida Statutes, being three hundred sixty (360) years from the date of creation of the Trust (i.e., November 10, 2385), or such other maximum period as may apply under the applicable rule against perpetuities or other statutory limitation in effect at the relevant time, taking into account any changes in situs that may be effectuated by the Trust Protector under Section 10.2(d) hereof.

The Grantor's intent is that the Trust shall continue for the longest period permitted by applicable law, in order to maximize the benefits available to the Grantor's descendants across multiple generations.

5.2 Termination. Upon the termination of the Trust pursuant to Section 5.1, the Trustee shall, after paying or adequately providing for all debts, liabilities, and expenses of the Trust (including any outstanding indebtedness, administrative expenses, and tax liabilities), distribute the remaining Trust Estate to the then-living Beneficiaries, per stirpes. If no Beneficiary is then living, the Trust Estate shall be distributed to such charitable organizations as the Trustee, in its sole discretion, may select, provided that each such organization qualifies as a tax-exempt organization under Code § 501(c)(3) at the time of distribution.

5.3 Small Trust Termination. If, at any time during the existence of the Trust, the aggregate fair market value of the Trust Estate (or, in the case of a subtrust, the aggregate fair market value of the assets of such subtrust) falls below Five Hundred Thousand Dollars ($500,000), the Trustee may, in its sole discretion, determine that continued administration of the Trust (or subtrust) is no longer economically feasible and may terminate the Trust (or subtrust) and distribute the remaining assets outright and free of trust to the then-living Beneficiaries (or the beneficiaries of such subtrust), per stirpes. Prior to any termination under this Section 5.3, the Trustee shall provide not fewer than thirty (30) days' written notice to the Trust Protector and the affected Beneficiaries. The Trustee's determination of fair market value for purposes of this Section shall be conclusive and binding upon all interested parties.

ARTICLE VI — TRUSTEE PROVISIONS

6.1 Initial Trustee. Cornerstone Fiduciary Services, Inc. shall serve as the initial Trustee of the Trust. The Trustee's principal office is located at 200 West Forsyth Street, Suite 1500, Jacksonville, Florida 32202. The Trustee is a Florida corporation duly organized, validly existing, and in good standing under the laws of the State of Florida, and possesses all requisite corporate power and authority to accept and administer the Trust.

6.2 Acceptance of Trusteeship. Cornerstone Fiduciary Services, Inc. hereby accepts the trusteeship of The Salvatore A. Pellegrino 2025 Family Trust and acknowledges its fiduciary obligations under this Agreement and applicable Florida law, including the duties of loyalty, impartiality, and prudent administration imposed by the Florida Uniform Trust Code. Cornerstone Fiduciary Services, Inc. is duly licensed as a Florida trust company under the Florida Office of Financial Regulation, License No. FTC-2014-00287, and represents and warrants that it is in good standing and authorized to conduct trust business in the State of Florida as of the date of this Agreement.

6.3 Successor Trustee. If Cornerstone Fiduciary Services, Inc. ceases to serve as Trustee for any reason, including resignation, removal, dissolution, merger, loss of licensure, or incapacity, a successor trustee shall be appointed by the Trust Protector in accordance with Section 10.2(a) of this Agreement. Any successor trustee must satisfy the following requirements:

(a) The successor trustee must qualify as an Independent Trustee, as defined in Section 1.9 hereof;

(b) The successor trustee must be a corporate trustee (i.e., a bank, trust company, or other institutional fiduciary) duly licensed to serve as a fiduciary in the State of Florida or, if the situs of the Trust has been changed, in the jurisdiction in which the Trust is then administered; and

(c) The successor trustee must have assets under management or custody of not less than One Hundred Million Dollars ($100,000,000) at the time of appointment.

Upon appointment, the successor trustee shall succeed to all rights, powers, duties, and obligations of the predecessor Trustee under this Agreement, and the predecessor Trustee shall promptly deliver all Trust property, records, and accountings to the successor trustee.

6.4 Resignation. The Trustee may resign at any time upon not fewer than sixty (60) days' prior written notice delivered to the Trust Protector and each then-living Primary Beneficiary (or, if no Primary Beneficiary is then living, to the then-living Contingent Beneficiaries or their legal representatives). Such resignation shall not become effective until a successor trustee has been appointed and has accepted the trusteeship, and the resigning Trustee has delivered all Trust property, records, and accountings to the successor trustee.

6.5 Removal. The Trust Protector may remove the Trustee at any time, with or without cause, upon thirty (30) days' prior written notice to the Trustee, and shall appoint a successor trustee in accordance with Section 6.3 hereof, provided that any successor trustee must qualify as an Independent Trustee. The removal of a Trustee shall not become effective until a successor trustee has been appointed and has accepted the trusteeship.

6.6 Compensation. The Trustee shall be entitled to receive reasonable compensation for its services as Trustee of the Trust, in accordance with its published fee schedule as in effect from time to time, a copy of which has been provided to the Grantor and the Trust Protector as of the date of this Agreement. Such compensation shall be payable from the Trust Estate on a quarterly basis in arrears, and shall be an expense of administration of the Trust. The Trustee may also receive reimbursement from the Trust Estate for all reasonable and necessary out-of-pocket expenses incurred in the administration of the Trust, including but not limited to filing fees, legal fees, accounting fees, appraisal fees, and costs of investing and managing Trust assets.

6.7 Trustee's Counsel. The Trustee is represented by independent legal counsel, Ridgeway & Callahan LLP (Patricia N. Callahan, Partner), 50 North Laura Street, Suite 2200, Jacksonville, Florida 32202. The Trustee acknowledges that it has been advised to consult with its own independent counsel regarding the terms and conditions of this Agreement and the Trustee's obligations hereunder, and that it has had the opportunity to do so. The Trustee may, in the course of administering the Trust, engage legal counsel, which may include Ridgeway & Callahan LLP or other counsel selected by the Trustee, at the expense of the Trust Estate for matters relating to the administration of the Trust, including but not limited to tax compliance, litigation, regulatory matters, and transactional matters.

6.8 Bond. No Trustee, whether the initial Trustee or any successor trustee, shall be required to furnish any bond, surety, or other security in any jurisdiction in connection with the administration of the Trust, and any such requirement that may exist under applicable law is hereby waived to the fullest extent permitted by law.

ARTICLE VII — TRUSTEE POWERS

7.1 General Powers. In addition to all powers conferred upon trustees by the Florida Uniform Trust Code (Fla. Stat. Chapter 736), the Florida Trust Administration Act, and other applicable law, and in addition to any powers that may be granted by a court of competent jurisdiction, the Trustee shall have the powers set forth in this Article VII, all of which shall be exercisable in the Trustee's sole discretion, without the necessity of obtaining the consent or approval of any Beneficiary, the Grantor, the Trust Protector, or any court, except as otherwise specifically provided herein. The enumeration of specific powers in this Article shall not be construed to limit the general powers conferred by law.

7.2 Investment Powers. The Trustee shall have full power and authority to invest and reinvest the Trust Estate in any kind of property, real, personal, or mixed, tangible or intangible, wherever situated, including without limitation:

(a) Stocks, bonds, debentures, notes, and other securities, whether listed or unlisted, including securities of the Trustee or its affiliates;

(b) Interests in limited liability companies, partnerships, joint ventures, and other business entities, whether publicly traded or privately held;

(d) Mutual funds, exchange-traded funds, money market funds, and other pooled investment vehicles;

(e) Alternative investments, including hedge funds, private equity funds, venture capital funds, real estate investment trusts, and commodities;

(f) Certificates of deposit, savings accounts, and other cash equivalents;

(g) Life insurance policies on the lives of any person, provided that the Trust shall not acquire or hold any policy of insurance on the life of the Grantor; and

(h) Any other investment that the Trustee, in its sole judgment, considers appropriate for the Trust.

The Trustee shall not be bound by any principle requiring diversification of investments and shall not be liable for any loss resulting from the retention of any investment or the concentration of investments in a particular asset or class of assets, provided that the Trustee acts in good faith and with the care that a prudent investor would exercise under the circumstances. Without limiting the generality of the foregoing, the parties specifically acknowledge and agree that the Trust is expected to hold membership interests in the following entities, which may constitute a concentrated and illiquid portfolio:

(i) Meridian Shores Hospitality LLC (EIN 59-4021867);

(ii) Costa Luma Resort Holdings LLC (EIN 59-4173920); and

(iii) Azulia Beach Club LLC (EIN 59-4285413).

The Trustee is expressly authorized to acquire, hold, and retain such concentrated positions for such period of time as the Trustee deems advisable, and the Trustee shall not be required to diversify the Trust's investments away from such positions, notwithstanding any contrary provision of the Florida Uniform Trust Code or the Uniform Prudent Investor Act.

7.3 Power to Borrow. The Trustee may borrow money on behalf of the Trust from any lender, including banks, financial institutions, and private lenders (including the Grantor, in a transaction at arm's length and at commercially reasonable terms), and may issue promissory notes, bonds, or other evidences of indebtedness on behalf of the Trust. The Trustee may pledge, mortgage, or otherwise encumber any assets of the Trust Estate as security for any such borrowings, and may execute deeds of trust, security agreements, UCC financing statements, and other instruments as may be necessary or appropriate in connection therewith.

7.4 Power to Manage Business Interests. The Trustee shall have full power and authority to exercise all rights, privileges, and powers of an owner, member, partner, or shareholder in any entity in which the Trust holds an interest, including without limitation:

(a) Voting on any matter submitted to a vote of members, partners, or shareholders;

(b) Consenting to or opposing amendments to operating agreements, partnership agreements, articles of incorporation, bylaws, or other governing documents;

(d) Receiving and applying distributions and allocations from such entities;

(e) Participating in the management of such entities, to the extent permitted by the applicable governing documents;

(f) Approving or opposing the admission or withdrawal of members, partners, or shareholders;

(g) Approving or opposing mergers, acquisitions, dispositions, and other significant transactions; and

(h) Executing any instruments or documents on behalf of the Trust in its capacity as a member, partner, or shareholder.

7.5 Power to Execute Documents. The Trustee may execute, deliver, and perform any agreements, contracts, instruments, deeds, conveyances, assignments, or other documents on behalf of the Trust that the Trustee deems necessary or appropriate in connection with the administration of the Trust and the management of the Trust Estate, including but not limited to membership interest purchase agreements, assignments of membership interests, security agreements, UCC financing statements, amendments to operating agreements, leases, contracts for the sale or purchase of real property, and any other documents relating to the acquisition, holding, management, or disposition of Trust assets.

7.6 Power to Employ Advisors. The Trustee may employ and compensate, at the expense of the Trust Estate, such attorneys, accountants, appraisers, investment advisors, consultants, and other professionals as the Trustee deems necessary or appropriate for the proper administration of the Trust. Without limiting the generality of the foregoing, the Trustee is specifically authorized to engage the following professionals:

(a) Baxter Whitfield CPA Group, P.A. (Sandra T. Whitfield, CPA, Managing Partner), 150 Alhambra Circle, Suite 800, Coral Gables, Florida 33134, for tax compliance and advisory services;

(b) Hargrove & Lindquist LLP (Dennis W. Hargrove, ASA, CFA), 3344 Peachtree Road NE, Suite 900, Atlanta, Georgia 30326, for valuation and appraisal services; and

The Trustee may delegate discretionary functions to such professionals to the extent permitted by the Florida Uniform Trust Code (Fla. Stat. § 736.0807) and other applicable law, and shall not be liable for the acts or omissions of any person to whom functions are properly delegated, provided that the Trustee exercises reasonable care in selecting and monitoring such person.

7.7 Power to Compromise Claims. The Trustee may compromise, arbitrate, settle, or abandon any claim or cause of action in favor of or against the Trust on such terms and conditions as the Trustee deems advisable, and may execute releases, indemnities, and other instruments in connection therewith. The Trustee may also prosecute, defend, or participate in any legal proceedings on behalf of the Trust.

7.8 Power to Make Tax Elections. The Trustee shall have full power and authority to make any tax election, allocation, or determination available under the Code, the Treasury Regulations, or applicable state or local tax law, including but not limited to:

(a) Elections under Code § 643(e) regarding distributions in kind;

(b) Allocation of GST exemption under Code § 2631;

(d) Elections regarding the Trust's fiscal year and method of accounting; and

(e) Any other election or allocation that the Trustee, in consultation with the Trust's tax advisors, deems to be in the best interests of the Trust and its Beneficiaries.

7.9 Power to Distribute In Kind. The Trustee may satisfy any distribution obligation under this Agreement by distributing cash, property in kind, or a combination thereof, as the Trustee deems appropriate. The Trustee may allocate specific assets to different Beneficiaries in the Trustee's discretion, and distributions in kind need not be pro rata. The Trustee's determination of the fair market value of property distributed in kind shall be binding on all Beneficiaries.

7.10 Power to Establish Reserves. The Trustee may establish and maintain such reserves as the Trustee deems reasonable and prudent for anticipated expenses, liabilities, and debt service obligations of the Trust, including without limitation reserves for:

(a) Annual interest payments on any promissory notes issued by the Trust, including the Secured Promissory Note referenced in Section 15.3(c) hereof, which provides for annual interest-only payments of One Million Seven Hundred Sixty Thousand Dollars ($1,760,000);

(b) Principal payments due at maturity of any promissory notes, including the anticipated balloon payment;

(d) Federal, state, and local tax liabilities of the Trust, to the extent the Trust ceases to be a grantor trust; and

(e) Capital contributions to entities in which the Trust holds membership interests, to the extent required or advisable.

ARTICLE VIII — SPENDTHRIFT PROVISIONS

8.1 Spendthrift Protection. No Beneficiary of the Trust shall have the power to sell, assign, transfer, pledge, mortgage, hypothecate, encumber, anticipate, or in any other manner dispose of or alienate his or her interest in the Trust, whether as to income or principal, in whole or in part, whether voluntarily or involuntarily, and no such interest shall be subject to the claims of any creditor of any Beneficiary, or to attachment, garnishment, execution, levy, bankruptcy proceedings, or other legal or equitable process, to the fullest extent permitted by the laws of the State of Florida, including but not limited to Section 736.0502 of the Florida Statutes. The Trustee shall not recognize or honor any purported assignment, transfer, or encumbrance of a Beneficiary's interest in the Trust, and any such purported assignment, transfer, or encumbrance shall be void and of no effect.

8.2 Exception Creditors. Notwithstanding the provisions of Section 8.1, the spendthrift protections afforded by this Article VIII shall not prevent the enforcement of support obligations owed by a Beneficiary, including child support and spousal support obligations, or other claims against a Beneficiary's interest in the Trust, to the extent that enforcement is required by applicable law, including Section 736.0503 of the Florida Statutes, and to the extent that such enforcement is ordered by a court of competent jurisdiction. The Trustee shall comply with any valid court order requiring distributions from the Trust to satisfy such obligations, but only to the extent required by applicable law.

8.3 Discretionary Trust. Because all distributions of income and principal under this Agreement are within the sole and absolute discretion of the Trustee, no Beneficiary has an enforceable right to any distribution from the Trust, and the Trust is intended to qualify as a discretionary trust under Section 736.0504 of the Florida Statutes. A Beneficiary's interest in the Trust shall not be treated as a property interest that is subject to the claims of the Beneficiary's creditors, and a creditor of a Beneficiary shall not be entitled to compel a distribution from the Trust, whether by attachment, garnishment, or other legal or equitable process, except to the extent expressly required by applicable law.

ARTICLE IX — GRANTOR TRUST PROVISIONS (INTENTIONALLY DEFECTIVE PROVISIONS)

9.1 Intent. It is the express intent of the Grantor that the Trust shall be treated as a "grantor trust" with respect to the Grantor for federal income tax purposes under Sections 671 through 679 of the Code, for so long as the Grantor is living and the power described in Section 9.2 remains in effect. As a grantor trust, all items of income, deduction, gain, loss, and credit of the Trust shall be reported on the Grantor's individual federal income tax return (Form 1040) during the Grantor's lifetime, and the Trust shall not be required to file a separate federal income tax return (Form 1041), except as may be required by applicable law or regulation (e.g., filing a Form 1041 reporting zero income with an attached grantor trust information statement). The Grantor's payment of income taxes attributable to Trust income shall not be treated as a gift by the Grantor to the Trust or its Beneficiaries. Simultaneously, it is the express intent of the Grantor that the Trust Estate shall not be included in the Grantor's gross estate for federal estate tax purposes under Sections 2036, 2037, 2038, or 2042 of the Code.

9.2 Power to Substitute Assets (Code § 675(4)(C)). The Grantor hereby retains the power, exercisable in a nonfiduciary capacity and without the approval or consent of any person acting in a fiduciary capacity, to reacquire any property held by the Trust by substituting other property of equivalent value. This power is retained pursuant to, and is intended to constitute a power described in, Section 675(4)(C) of the Code, and shall constitute the sole "defect" causing the Trust to be treated as a grantor trust under the Code. The following provisions shall govern the exercise of this power:

(a) Exercise. The Grantor may exercise this power at any time and from time to time by providing written notice to the Trustee, which notice shall identify with reasonable specificity the property to be reacquired from the Trust and the substitute property of equivalent value to be transferred to the Trust in exchange therefor. The substitution shall be completed within a reasonable period after the Trustee's receipt of such notice, and shall be effected by the simultaneous exchange of the reacquired property and the substitute property.

(b) Trustee's Duty to Verify Value. The Trustee shall have the fiduciary duty to verify that the substitute property proposed by the Grantor is of equivalent value to the reacquired property at the time of the substitution. If, in the Trustee's reasonable judgment, the equivalency of value is not readily determinable from publicly available information or established market prices, the Trustee shall obtain an independent appraisal or valuation from a qualified appraiser at the expense of the Trust Estate (or, at the Grantor's election, at the expense of the Grantor) prior to completing the substitution. The Trustee shall not be required to complete any substitution unless and until the Trustee is satisfied, in its reasonable judgment, that the substitute property is of equivalent value to the reacquired property.

(c) No Shifting of Benefits. The exercise of this power shall not be construed to permit the Grantor to shift benefits among the Beneficiaries or to alter the beneficial interests of the Trust in any manner. The substitution power is a purely mechanical power intended solely to maintain grantor trust status and shall not be exercised in a manner that enriches or impoverishes the Trust or any Beneficiary.

9.3 No Other Grantor Trust Powers. Except for the power described in Section 9.2, the Grantor retains no power, interest, or right with respect to the Trust that would cause the Trust Estate, or any portion thereof, to be included in the Grantor's gross estate for federal estate tax purposes under Section 2036 (retained life estate or right to income), Section 2037 (reversionary interests), Section 2038 (power to alter, amend, revoke, or terminate), or Section 2042 (incidents of ownership in life insurance) of the Code. The Grantor does not retain, and is not deemed to retain, any power to direct, control, or influence the Trustee's exercise of its discretionary powers under this Agreement, except as expressly provided in Section 9.2.

9.4 Income Tax Reimbursement. The Trustee may, but shall not be required to, reimburse the Grantor for federal, state, and local income taxes paid by the Grantor that are attributable to items of income, gain, deduction, loss, and credit of the Trust that are reportable on the Grantor's individual income tax return by reason of the Trust's grantor trust status. The decision to reimburse the Grantor shall be in the sole and absolute discretion of the Trustee, exercisable in its capacity as an Independent Trustee, and the Grantor shall have no right, power, or ability to compel such reimbursement. Any reimbursement made under this Section shall be made from the Trust Estate and shall not be treated as a distribution to an Excluded Person or as a violation of Section 3.7 hereof. The inclusion of this provision in this Agreement shall not be treated as a retained interest by the Grantor that would cause inclusion of the Trust Estate in the Grantor's gross estate, and this provision is included solely to grant the Trustee the discretion to prevent the erosion of the Grantor's personal assets that may result from the Grantor's obligation to pay income taxes on Trust income.

9.5 Termination of Grantor Trust Status. The Grantor may, at any time, by written instrument executed by the Grantor and delivered to the Trustee, release the power described in Section 9.2, thereby terminating the grantor trust status of the Trust. Upon such release, the Trust shall cease to be a grantor trust and shall thereafter be treated as a separate taxpayer for federal income tax purposes. The Trustee shall, promptly after such release, apply for a separate employer identification number (EIN) for the Trust (if one has not previously been obtained) and shall begin filing separate federal income tax returns (Form 1041) for the Trust for each taxable year thereafter. The Trust Protector may also, by written instrument delivered to the Trustee, direct the release of the Grantor's substitution power under Section 9.2 if, in the judgment of the Trust Protector, termination of grantor trust status is in the best interests of the Beneficiaries, taking into account changes in tax law, the Grantor's financial circumstances, and other relevant factors.

9.6 Effect of Grantor's Death on Grantor Trust Status. Upon the death of the Grantor, the Trust shall automatically and without further action cease to be a grantor trust and shall thereafter be treated as a separate taxpayer for federal, state, and local income tax purposes. The Trustee shall, promptly after the Grantor's death, apply for a separate employer identification number (EIN) for the Trust if one has not already been obtained, and shall file all required federal, state, and local income tax returns for the Trust for each taxable year thereafter. As of the date of execution of this Agreement, the Trust's federal Tax Identification Number has been applied for and is pending. Until such time as the Trust obtains its own EIN, the Trust's tax reporting shall be handled in accordance with Section 12.1 hereof.

ARTICLE X — TRUST PROTECTOR

10.1 Appointment of Trust Protector. The initial Trust Protector shall be Patricia N. Callahan of Ridgeway & Callahan LLP, 50 North Laura Street, Suite 2200, Jacksonville, Florida 32202. The Trust Protector shall not be a Beneficiary, an Excluded Person, or a related or subordinate party to the Grantor within the meaning of Code § 672(c). The Trust Protector shall serve until her death, resignation, incapacity, or removal, and shall be succeeded in accordance with Section 10.3 hereof.

10.2 Powers of Trust Protector. The Trust Protector shall have the following powers, which shall be exercisable in a nonfiduciary capacity (and the Trust Protector shall not be deemed to be a fiduciary of the Trust or any Beneficiary) unless otherwise specified herein:

(a) Power to Remove and Replace the Trustee. The Trust Protector shall have the power to remove the Trustee at any time, with or without cause, and to appoint a successor trustee, subject to the requirement that any successor trustee qualify as an Independent Trustee and satisfy the requirements of Section 6.3 hereof.

(b) Power to Add or Exclude Charitable Beneficiaries. The Trust Protector shall have the power to add one or more charitable organizations (each of which must qualify as a tax-exempt organization under Code § 501(c)(3)) as beneficiaries of the Trust, or to exclude any charitable organization previously added as a beneficiary, provided that the exercise of this power shall not diminish or impair the interests of the existing Beneficiaries in a manner that is inconsistent with the Grantor's intent.

(c) Power to Modify for Tax Law Changes. The Trust Protector shall have the power to modify the terms of this Agreement in response to changes in federal, state, or local tax law, including but not limited to directing the release of the Grantor's substitution power under Section 9.5, modifying distribution provisions to optimize tax efficiency, and making such other changes as the Trust Protector deems necessary or advisable to carry out the Grantor's intent in light of changed circumstances, provided that no such modification shall cause the Trust Estate to be included in the Grantor's gross estate for federal estate tax purposes.

(d) Power to Change Situs. The Trust Protector shall have the power to change the situs of the Trust to another state or jurisdiction if, in the judgment of the Trust Protector, such change would be beneficial to the Trust and its Beneficiaries, taking into account factors such as changes in state income tax laws, trust administration statutes, and the rule against perpetuities. Upon any change of situs, the governing law of the Trust shall be changed to the laws of the new situs state, unless the Trust Protector specifies otherwise.

(e) Power to Appoint Successor Trust Protector. The Trust Protector shall have the power to designate one or more successor Trust Protectors, who shall serve in the order designated upon the death, resignation, incapacity, or removal of the then-serving Trust Protector.

10.3 Successor Trust Protector. If Patricia N. Callahan is unable or unwilling to serve as Trust Protector, she may designate a successor Trust Protector by written instrument delivered to the Trustee. If no such designation has been made, or if the designated successor is unable or unwilling to serve, a majority of the then-living Primary Beneficiaries (or, if no Primary Beneficiary is then living, a majority of the then-living adult Contingent Beneficiaries) may appoint a successor Trust Protector by written instrument delivered to the Trustee. Any successor Trust Protector must be independent of the Grantor and all Beneficiaries, and shall not be an Excluded Person or a related or subordinate party to the Grantor within the meaning of Code § 672(c).

10.4 Compensation. The Trust Protector shall be entitled to receive reasonable compensation for services rendered as Trust Protector, payable from the Trust Estate upon submission of a statement of services to the Trustee. The Trust Protector shall also be entitled to reimbursement from the Trust Estate for all reasonable and necessary out-of-pocket expenses incurred in the performance of the Trust Protector's duties, including legal fees and costs.

10.5 Limitation. Notwithstanding any other provision of this Agreement, the Trust Protector shall have no power to:

(a) Make or direct any distribution of income or principal from the Trust;

(b) Add any Excluded Person as a beneficiary of the Trust;

(c) Modify the Trust in a manner that would cause the Trust Estate, or any portion thereof, to be included in the Grantor's gross estate for federal estate tax purposes;

(d) Exercise any power for the benefit of the Trust Protector personally; or

(e) Act in any manner that is inconsistent with the Grantor's intent as expressed in this Agreement.

ARTICLE XI — GENERATION-SKIPPING TRANSFER TAX PROVISIONS

11.1 GST Exempt Trust. The Grantor intends that the Trust, to the extent funded with the Seed Gift, shall be a GST Exempt Trust, with an inclusion ratio of zero for generation-skipping transfer tax purposes. To accomplish this intent, the Grantor shall allocate Two Million Dollars ($2,000,000) of the Grantor's available GST exemption under Code § 2631 to the Seed Gift on the Grantor's federal gift tax return (Form 709) for the calendar year 2025, which return is due on or before April 15, 2026 (or such later date as may result from an extension of the filing deadline). The Grantor acknowledges that the allocation of GST exemption is irrevocable once made and shall be effective as of the date of the transfer of the Seed Gift to the Trust.

11.2 Separate GST Shares. If additional contributions are made to the Trust to which GST exemption is not fully allocated, or if any event occurs that results in a portion of the Trust having a non-zero inclusion ratio, the Trustee may divide the Trust into separate shares or subtrusts with different GST inclusion ratios, as may be appropriate for generation-skipping transfer tax planning purposes. One such share or subtrust (the "Exempt Share") shall have an inclusion ratio of zero, and the other (the "Non-Exempt Share") shall have an inclusion ratio of one (or such other ratio as may result from the allocation of GST exemption). The Trustee shall administer each such share or subtrust separately, and distributions from the Exempt Share shall be made in a manner that maximizes the benefit of the zero inclusion ratio, taking into account the interests of skip persons and non-skip persons.

11.3 Trustee's GST Powers. The Trustee shall have the power, in its sole discretion, to sever or divide any trust into two or more separate trusts for purposes of optimizing generation-skipping transfer tax planning, in accordance with Code § 2642(a)(3) and applicable Treasury Regulations (including Treas. Reg. § 26.2642-6). Any such severance or division shall be effected on a fractional basis, as required by the applicable regulations, and the Trustee shall allocate assets between the resulting trusts in a manner that is fair and reasonable, taking into account the nature and character of the assets and the interests of the Beneficiaries.

11.4 Coordination with Grantor's Tax Advisors. The Trustee shall coordinate with the Grantor's designated tax advisors, Baxter Whitfield CPA Group, P.A. (Sandra T. Whitfield, CPA, Managing Partner, 150 Alhambra Circle, Suite 800, Coral Gables, Florida 33134), regarding the allocation of GST exemption to contributions to the Trust, the preparation of the Grantor's federal gift tax return (Form 709) reflecting such allocations, and any other matters related to the generation-skipping transfer tax treatment of the Trust. The Trustee shall provide to Baxter Whitfield CPA Group, P.A., and to such other tax advisors as the Grantor may designate in writing, all information reasonably necessary for the preparation of Form 709 and for the determination of GST exemption allocations.

ARTICLE XII — TAX AND ACCOUNTING MATTERS

12.1 Tax Identification. The Trust's federal Tax Identification Number (Employer Identification Number) has been applied for and is pending as of the date of this Agreement. Until such time as the Trust obtains a separate taxpayer identification number, and for so long as the Trust is treated as a grantor trust under Article IX hereof, the Grantor's Social Security number (ending in 8217) shall be used to identify the Trust for federal, state, and local income tax purposes, consistent with the Trust's grantor trust status and applicable Treasury Regulations (including Treas. Reg. § 1.671-4). Upon the termination of grantor trust status (whether by reason of the Grantor's death or the release of the substitution power under Section 9.5), the Trustee shall promptly obtain a separate EIN for the Trust if one has not already been obtained.

12.2 Tax Returns. During the Grantor's lifetime, and for so long as the Trust is treated as a grantor trust under Article IX hereof, the Trustee shall provide the Grantor and the Grantor's tax advisors with all information necessary for the Grantor to report Trust income on his individual federal income tax return (Form 1040), including but not limited to schedules of income, deductions, gains, losses, and credits attributable to the Trust. The Trust's designated tax accountant shall be Baxter Whitfield CPA Group, P.A. (Sandra T. Whitfield, CPA, Managing Partner), 150 Alhambra Circle, Suite 800, Coral Gables, Florida 33134. The Trustee shall cooperate fully with the Trust's tax accountant and the Grantor's personal tax advisors in connection with the preparation and filing of all required tax returns.

12.3 Annual Accountings. The Trustee shall render annual accountings to each then-living Primary Beneficiary and to the Trust Protector, setting forth in reasonable detail the receipts, disbursements, distributions, investments, gains, losses, and other transactions of the Trust during the accounting period, together with a statement of the assets and liabilities of the Trust as of the end of the accounting period. Such accountings shall be prepared and delivered in accordance with Section 736.0813 of the Florida Statutes and any other applicable provisions of the Florida Uniform Trust Code. Any Beneficiary or the Trust Protector may waive the right to receive annual accountings by written instrume

THE SALVATORE A. PELLEGRINO 2025 FAMILY TRUST
IRREVOCABLE TRUST AGREEMENT
Dated as of November 10, 2025
By and Between
SALVATORE A. PELLEGRINO as Grantor
and
CORNERSTONE FIDUCIARY SERVICES, INC. as Trustee
Governed by the Laws of the State of Florida
THE SALVATORE A. PELLEGRINO 2025 FAMILY TRUST
IRREVOCABLE TRUST AGREEMENT
CONFIDENTIAL — This document contains confidential information regarding the estate and financial planning of Salvatore A. Pellegrino. Distribution is limited to the Grantor, the Trustee, engagement counsel, and their respective authorized representatives.
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PREAMBLE AND RECITALS
THIS IRREVOCABLE TRUST AGREEMENT (this "Agreement") is made and entered into as of the 10th day of November, 2025, by and between:
SALVATORE A. PELLEGRINO ("Grantor"), an individual residing at 610 Casuarina Concourse, Coral Gables, Florida 33143, whose Social Security number ends in 8217;
and
CORNERSTONE FIDUCIARY SERVICES, INC. ("Trustee"), a Florida corporation duly organized and existing under the laws of the State of Florida and licensed as a trust company under the State of Florida, License No. FTC-2014-00287, with its principal offices located at 200 West Forsyth Street, Suite 1500, Jacksonville, Florida 32202, acting through Helena R. Matsuda, Senior Trust Officer.
RECITALS
WHEREAS, the Grantor desires to establish an irrevocable trust for the benefit of his descendants, as more particularly described herein, in order to provide for the orderly management, preservation, and distribution of certain assets for the benefit of the Grantor's children and their descendants in a manner that reflects the Grantor's wishes and values;
WHEREAS, the Grantor intends to make an initial contribution of Two Million Dollars ($2,000,000) in cash to the Trust as the initial trust corpus (hereinafter referred to as the "Seed Gift"), which contribution shall constitute a completed gift for federal gift tax purposes and shall utilize a portion of the Grantor's remaining federal gift and estate tax applicable exclusion amount under Section 2010(c) of the Internal Revenue Code of 1986, as amended;
WHEREAS, it is the express intent of the Grantor that the Trust shall be treated as a "grantor trust" for federal income tax purposes under Sections 671 through 679 of the Internal Revenue Code of 1986, as amended, such that all items of income, deduction, and credit attributable to the Trust shall be reported on the Grantor's individual federal income tax return during the Grantor's lifetime, while the assets of the Trust shall be excluded from the Grantor's gross estate for federal estate tax purposes under Sections 2036, 2037, 2038, and 2042 of the Code;
WHEREAS, the Trustee is an independent trust company duly licensed in the State of Florida, with no familial or subordinate relationship to the Grantor within the meaning of Section 672(c) of the Internal Revenue Code, and the Trustee is willing and able to accept the trusteeship and to administer the Trust in accordance with the terms of this Agreement and applicable Florida law;
WHEREAS, the Trust is being established in connection with a planned sale of membership interests in certain hospitality entities owned by the Grantor, or entities controlled by the Grantor, to the Trust, which sale and the terms thereof shall be documented by separate instruments, including a Membership Interest Purchase Agreement, a Secured Promissory Note, a Pledge and Security Agreement, and related assignment documents, all of which are anticipated to be executed on or about December 15, 2025;
WHEREAS, the Grantor has consulted with his legal counsel, Calderwood & Harkness LLP, and his tax advisors, Baxter Whitfield CPA Group, P.A., regarding the establishment of this Trust and the associated estate, gift, and generation-skipping transfer tax implications;
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Grantor and the Trustee agree as follows:
This instrument shall be known as "The Salvatore A. Pellegrino 2025 Family Trust" (the "Trust").
ARTICLE I — DEFINITIONS
As used in this Agreement, the following terms shall have the meanings set forth below, unless the context otherwise requires:
1.1 "Beneficiaries" shall mean, collectively, the Primary Beneficiaries and the Contingent Beneficiaries, as those terms are defined herein. Reference to a "Beneficiary" in the singular shall mean any one of the Beneficiaries, as the context requires.
1.2 "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time, and any successor statute thereto. References to specific sections of the Code shall include any corresponding provisions of any successor statute and applicable Treasury Regulations promulgated thereunder.
1.3 "Contingent Beneficiaries" shall mean the descendants of each Primary Beneficiary, determined per stirpes. For the avoidance of doubt, the term "descendants" shall include individuals born to or legally adopted by a Primary Beneficiary or a descendant of a Primary Beneficiary, in accordance with the laws of the State of Florida governing the construction of such terms.
1.4 "Excluded Persons" shall mean the Grantor and the Grantor's spouse, Adriana M. Pellegrino. Under no circumstances may any distribution of income or principal be made to or for the benefit of any Excluded Person, whether directly or indirectly, and no Excluded Person shall have any beneficial interest in the Trust whatsoever. The term "Excluded Persons" shall also include any individual who is treated as the Grantor's spouse under applicable law at the time of any proposed distribution.
1.5 "Gift Tax Exemption" shall mean the applicable exclusion amount under Code § 2010(c), as adjusted for inflation in accordance with Code § 2010(c)(3). For the calendar year 2025, the Gift Tax Exemption is Thirteen Million Nine Hundred Ninety Thousand Dollars ($13,990,000) per individual.
1.6 "Grantor" shall mean Salvatore A. Pellegrino, an individual currently residing at 610 Casuarina Concourse, Coral Gables, Florida 33143.
1.7 "Grantor Trust Provisions" shall mean those provisions of this Agreement that are specifically intended to cause the Trust to be treated as a grantor trust with respect to the Grantor for federal income tax purposes under Code §§ 671–679, and specifically the power of substitution described in Section 9.2 of this Agreement, which relies upon Code § 675(4)(C) as the basis for grantor trust classification.
1.8 "GST Exempt Trust" shall mean a separate trust share or sub-trust to which generation-skipping transfer tax ("GST tax") exemption under Code § 2631 has been allocated such that the inclusion ratio of such trust is zero, and to which no further contributions have been made that would result in a non-zero inclusion ratio, unless additional GST exemption is allocated to such contributions.
1.9 "Independent Trustee" shall mean a Trustee that is not a "related or subordinate party" as defined in Code § 672(c) with respect to the Grantor, and that is not an Excluded Person, a Beneficiary, or a member of the family (as defined in Code § 2032A(e)(2)) of the Grantor or any Beneficiary. A corporate trustee licensed to serve as a fiduciary in the State of Florida shall be presumed to satisfy this definition unless it is owned or controlled by the Grantor, an Excluded Person, or a Beneficiary.
1.10 "Primary Beneficiaries" shall mean the following three individuals, each of whom is a child of the Grantor:
(a) Marco A. Pellegrino, age forty-four (44) as of the date of this Agreement, currently residing at 1285 Gulf Pavilion Drive, Naples, Florida 34108;
(b) Lucia Pellegrino-Vasquez, age forty-one (41) as of the date of this Agreement, currently residing at 3300 Brickell Avenue, Unit 4402, Miami, Florida 33129; and
(c) Dante R. Pellegrino, age thirty-seven (37) as of the date of this Agreement, currently residing at 807 Harbour Post Drive, Tampa, Florida 33602.
1.11 "Seed Gift" shall mean the initial contribution of Two Million Dollars ($2,000,000) in cash made by the Grantor to the Trust on or about the date of this Agreement, as described in Section 2.2 hereof.
1.12 "Trust Estate" shall mean all property at any time held by the Trustee under this Agreement, including, without limitation: (a) the Seed Gift; (b) any additional contributions of property made to the Trust by the Grantor or by third parties; (c) any assets acquired by the Trust, including but not limited to membership interests in limited liability companies, real property, securities, and other investments; and (d) all income, gains, appreciation, and proceeds derived from or attributable to any of the foregoing, whether received in cash or in kind, and any reinvestments thereof.
1.13 "Trust Protector" shall mean the individual or entity appointed to serve as trust protector under Article X of this Agreement, initially Patricia N. Callahan of Ridgeway & Callahan LLP, and any successor trust protector appointed in accordance with the provisions of Article X.
1.14 "Trustee" shall mean Cornerstone Fiduciary Services, Inc., a Florida corporation, and any successor trustee appointed in accordance with the provisions of this Agreement. Reference to the "Trustee" shall include both the initial Trustee and any successor Trustee, unless the context otherwise requires.
ARTICLE II — ESTABLISHMENT OF TRUST; INITIAL CONTRIBUTION
2.1 Creation. The Grantor hereby establishes The Salvatore A. Pellegrino 2025 Family Trust, an irrevocable trust under the laws of the State of Florida, effective as of November 10, 2025. The Trust is created for the purposes set forth in the Recitals to this Agreement and shall be administered in accordance with the terms and provisions hereof and applicable provisions of the Florida Uniform Trust Code, as codified in Chapter 736 of the Florida Statutes, and other applicable law.
2.2 Initial Contribution (Seed Gift). The Grantor hereby irrevocably transfers, assigns, conveys, and delivers to the Trustee, and the Trustee hereby acknowledges receipt of, the sum of Two Million Dollars ($2,000,000) in cash as the initial trust corpus of the Trust (the "Seed Gift"). The Seed Gift shall be funded via wire transfer to the Trust's designated custodial account at Prescott National Bank, 401 East Las Olas Boulevard, Fort Lauderdale, Florida 33301 (Thomas J. Andersen, Senior Vice President, Private Banking Division), on or before the date of execution of this Agreement. The Grantor acknowledges and agrees that:
(a) The Seed Gift constitutes a completed gift for federal gift tax purposes under Code § 2501, and the Grantor will report the Seed Gift on the Grantor's federal gift tax return (Form 709) for the calendar year 2025, which is due on April 15, 2026;
(b) The Seed Gift will utilize Two Million Dollars ($2,000,000) of the Grantor's remaining federal gift and estate tax applicable exclusion amount under Code § 2010(c);
(c) The Grantor intends to allocate GST exemption to the Seed Gift in accordance with Article XI of this Agreement; and
(d) The Grantor has received no consideration from the Trust or the Trustee in exchange for the Seed Gift, and the transfer is made as a gift, voluntarily and without compulsion.
2.3 Additional Contributions. The Trustee may accept additional contributions of property to the Trust from the Grantor or from third parties, including but not limited to cash, securities, interests in entities, real property, and other assets, provided that such contributions are consistent with the purposes of this Agreement and do not, in the reasonable judgment of the Trustee, impose undue administrative burdens on the Trust or subject the Trust to liabilities that are inconsistent with the best interests of the Beneficiaries. The Trustee shall acknowledge receipt of any additional contribution in writing and shall add such property to the Trust Estate. The acceptance of additional contributions shall not be deemed to create any obligation on the part of the Trustee to accept any specific contribution or to obligate the Grantor to make any further contribution.
2.4 Irrevocability. This Trust is irrevocable. The Grantor may not revoke, amend, alter, modify, or terminate this Trust, in whole or in part, except as expressly provided herein with respect to the Grantor Trust Provisions under Article IX (specifically, the Grantor's retained power to substitute assets of equivalent value under Section 9.2 and the Grantor's power to release such substitution power under Section 9.5). No modification of this Agreement shall be effective unless made in accordance with the applicable provisions of this Agreement and the Florida Uniform Trust Code. The Grantor expressly waives any right to revoke, alter, or amend this Trust that might otherwise be available under applicable law, to the fullest extent permitted by law.
ARTICLE III — BENEFICIAL INTERESTS AND DISTRIBUTION PROVISIONS
3.1 Primary Beneficiaries. The Trust is established for the primary benefit of the Grantor's three children, who are designated as the Primary Beneficiaries of this Trust:
(a) Marco A. Pellegrino;
(b) Lucia Pellegrino-Vasquez; and
(c) Dante R. Pellegrino.
The Primary Beneficiaries and their descendants shall be the sole permissible recipients of distributions from the Trust, subject to the limitations set forth in this Article III and elsewhere in this Agreement. No distributions may be made to any Excluded Person under any circumstances.
3.2 Discretionary Distributions of Income. The Trustee, in its sole and absolute discretion, may distribute to or among the Primary Beneficiaries and their descendants (collectively, the "Beneficiaries") such amounts of the net income of the Trust as the Trustee deems advisable for the health, education, maintenance, and support of such Beneficiaries, taking into account such factors as the Trustee, in its sole judgment, considers relevant, including but not limited to:
(a) The Beneficiary's other resources reasonably known to or ascertainable by the Trustee, including income from employment, investment income, assets owned individually, and benefits from any other trust or estate;
(b) The Beneficiary's standard of living and accustomed manner of living;
(c) The Beneficiary's age, health, and particular needs;
(d) The Beneficiary's educational goals and professional development;
(e) The impact of any distribution on the overall Trust Estate and its ability to serve the long-term interests of all Beneficiaries; and
(f) The tax consequences to the Beneficiary and the Trust of making or withholding any distribution.
The Trustee shall not be required to inquire into or verify the resources of any Beneficiary, but may rely upon information reasonably available to the Trustee or furnished by the Beneficiary upon request.
3.3 Discretionary Distributions of Principal. The Trustee, in its sole and absolute discretion, may distribute to or among the Primary Beneficiaries and their descendants such amounts of the principal of the Trust Estate as the Trustee deems advisable for the health, education, maintenance, and support of such Beneficiaries, taking into account the same factors described in Section 3.2 above. In exercising this discretion, the Trustee shall also consider the desirability of preserving the Trust Estate for the long-term benefit of the Beneficiaries as a class and shall give due consideration to the potential impact of any principal distribution on the Trust's ability to satisfy its current and anticipated liabilities, including indebtedness and debt service obligations.
3.4 Accumulation of Income. Any net income of the Trust that is not distributed in any calendar year shall be accumulated and added to the principal of the Trust Estate. The decision to accumulate income rather than distribute it shall be within the sole and absolute discretion of the Trustee, and no Beneficiary shall have any right to compel the distribution of accumulated income.
3.5 Equal Treatment Not Required. The Trustee may make distributions of income or principal to one or more Beneficiaries to the complete exclusion of one or more other Beneficiaries, as the Trustee deems appropriate in its sole and absolute discretion. The Trustee shall not be required to treat the Beneficiaries equally or to make distributions in equal shares, and the Trustee's decision to favor one Beneficiary over another shall not be subject to challenge by any Beneficiary or other interested party, provided that such decision is made in good faith and in the exercise of the Trustee's fiduciary judgment.
3.6 Separate Trust Shares. The Trustee may, at any time and from time to time in its discretion, divide the Trust into separate subtrusts for the benefit of each Primary Beneficiary and such Primary Beneficiary's descendants. Each such subtrust shall be a separate trust for all purposes, shall be named for the applicable Primary Beneficiary (e.g., "The Marco A. Pellegrino Subtrust of The Salvatore A. Pellegrino 2025 Family Trust"), and shall be administered under the same terms and conditions as the Trust, as though each subtrust were itself the Trust. Upon any such division, the Trustee shall allocate the Trust Estate among the subtrusts in such proportions as the Trustee deems appropriate, in its sole discretion, and may thereafter administer each subtrust separately, including maintaining separate accounts, rendering separate accountings, and making separate investment decisions for each subtrust.
3.7 Limitation on Distributions — Excluded Persons. Notwithstanding any other provision of this Agreement, no distribution of income or principal shall be made to or for the benefit of any Excluded Person, including the Grantor and Adriana M. Pellegrino, under any circumstances whatsoever. This prohibition is absolute and shall not be modified, amended, or waived by the Trustee, the Trust Protector, or any court of competent jurisdiction. Any provision of this Agreement that could be construed to permit or require a distribution to an Excluded Person shall be construed in a manner that avoids such result, and if no such construction is reasonably possible, such provision shall be void and of no effect to the extent it would require or permit such a distribution.
3.8 Consideration of Debt Service. The Trustee shall, prior to making any discretionary distributions of income or principal to or for the benefit of any Beneficiary, take into account the Trust's obligation to service any indebtedness of the Trust, including but not limited to any promissory notes issued by the Trust in connection with the acquisition of assets (including the Secured Promissory Note referenced in Section 15.3(c) hereof), and shall maintain adequate reserves for such payments. The Trustee shall ensure that the Trust retains sufficient liquid assets and cash flow to meet all scheduled debt service payments, including interest payments and any required principal amortization or balloon payments, as they become due. The Trustee's duty under this Section 3.8 shall take priority over discretionary distributions to Beneficiaries, and no Beneficiary shall have any right to challenge the Trustee's decision to retain funds for debt service purposes.
ARTICLE IV — DISPOSITION AT DEATH OF PRIMARY BENEFICIARY
4.1 Testamentary Power of Appointment. Upon the death of any Primary Beneficiary, such Primary Beneficiary shall have a limited testamentary power of appointment over his or her share of the Trust Estate (or, if the Trust has been divided into separate subtrusts pursuant to Section 3.6, over the subtrust established for such Primary Beneficiary's benefit). This limited testamentary power of appointment shall be exercisable in favor of any one or more of the Grantor's descendants (other than Excluded Persons), in such shares, proportions, trusts, or estates as the Primary Beneficiary may designate, whether outright or in further trust, provided that the terms of any such further trust are not inconsistent with the provisions of this Agreement. The power of appointment shall be exercised, if at all, by specific reference to this power in the Primary Beneficiary's last will and testament duly admitted to probate or otherwise given legal effect under applicable law. No power of appointment granted under this Section 4.1 may be exercised in favor of the Primary Beneficiary's estate, the Primary Beneficiary's creditors, the estate of the Primary Beneficiary's creditors, or any Excluded Person.
4.2 Default Distribution in Absence of Appointment. To the extent a Primary Beneficiary fails to effectively exercise the limited testamentary power of appointment granted under Section 4.1, or to the extent any exercise of such power is determined to be invalid or ineffective, the deceased Primary Beneficiary's share of the Trust Estate (or the applicable subtrust) shall be held in a continuing trust for the benefit of such deceased Primary Beneficiary's then-living descendants, per stirpes. Such continuing trust shall be administered under the same terms and conditions as the Trust, and the Trustee shall hold, manage, invest, and distribute the assets of such continuing trust for the benefit of such descendants in accordance with the distribution standards set forth in Sections 3.2 and 3.3 of this Agreement.
4.3 Failure of Issue. If a Primary Beneficiary dies without having effectively exercised the limited testamentary power of appointment and without leaving any surviving descendants, such deceased Primary Beneficiary's share of the Trust Estate (or the applicable subtrust) shall be distributed as follows:
(a) To the then-living Primary Beneficiaries (or to the subtrusts established for their benefit), in equal shares; provided, however, that if a Primary Beneficiary who would otherwise receive a share under this Section 4.3(a) is not then living but has left surviving descendants, such deceased Primary Beneficiary's share shall be held for or distributed to such descendants, per stirpes, in a continuing trust under the terms of this Agreement.
(b) If no Primary Beneficiary is then living, to the then-living descendants of the Grantor, per stirpes, in a continuing trust under the terms of this Agreement, or if there are no then-living descendants of the Grantor, then to such charitable organizations as the Trustee, in its sole discretion, may select, provided that any such organization qualifies as a tax-exempt organization under Code § 501(c)(3) at the time of distribution.
ARTICLE V — TRUST TERM AND TERMINATION
5.1 Duration. The Trust shall continue until the earlier of:
(a) The date on which no Beneficiary remains alive, including no descendant of the Grantor who could be a Beneficiary under the terms of this Agreement; or
(b) The expiration of the maximum period permitted under applicable Florida law, which is currently the period established under the Florida Uniform Trust Code, Section 736.0404 of the Florida Statutes, being three hundred sixty (360) years from the date of creation of the Trust (i.e., November 10, 2385), or such other maximum period as may apply under the applicable rule against perpetuities or other statutory limitation in effect at the relevant time, taking into account any changes in situs that may be effectuated by the Trust Protector under Section 10.2(d) hereof.
The Grantor's intent is that the Trust shall continue for the longest period permitted by applicable law, in order to maximize the benefits available to the Grantor's descendants across multiple generations.
5.2 Termination. Upon the termination of the Trust pursuant to Section 5.1, the Trustee shall, after paying or adequately providing for all debts, liabilities, and expenses of the Trust (including any outstanding indebtedness, administrative expenses, and tax liabilities), distribute the remaining Trust Estate to the then-living Beneficiaries, per stirpes. If no Beneficiary is then living, the Trust Estate shall be distributed to such charitable organizations as the Trustee, in its sole discretion, may select, provided that each such organization qualifies as a tax-exempt organization under Code § 501(c)(3) at the time of distribution.
5.3 Small Trust Termination. If, at any time during the existence of the Trust, the aggregate fair market value of the Trust Estate (or, in the case of a subtrust, the aggregate fair market value of the assets of such subtrust) falls below Five Hundred Thousand Dollars ($500,000), the Trustee may, in its sole discretion, determine that continued administration of the Trust (or subtrust) is no longer economically feasible and may terminate the Trust (or subtrust) and distribute the remaining assets outright and free of trust to the then-living Beneficiaries (or the beneficiaries of such subtrust), per stirpes. Prior to any termination under this Section 5.3, the Trustee shall provide not fewer than thirty (30) days' written notice to the Trust Protector and the affected Beneficiaries. The Trustee's determination of fair market value for purposes of this Section shall be conclusive and binding upon all interested parties.
ARTICLE VI — TRUSTEE PROVISIONS
6.1 Initial Trustee. Cornerstone Fiduciary Services, Inc. shall serve as the initial Trustee of the Trust. The Trustee's principal office is located at 200 West Forsyth Street, Suite 1500, Jacksonville, Florida 32202. The Trustee is a Florida corporation duly organized, validly existing, and in good standing under the laws of the State of Florida, and possesses all requisite corporate power and authority to accept and administer the Trust.
6.2 Acceptance of Trusteeship. Cornerstone Fiduciary Services, Inc. hereby accepts the trusteeship of The Salvatore A. Pellegrino 2025 Family Trust and acknowledges its fiduciary obligations under this Agreement and applicable Florida law, including the duties of loyalty, impartiality, and prudent administration imposed by the Florida Uniform Trust Code. Cornerstone Fiduciary Services, Inc. is duly licensed as a Florida trust company under the Florida Office of Financial Regulation, License No. FTC-2014-00287, and represents and warrants that it is in good standing and authorized to conduct trust business in the State of Florida as of the date of this Agreement.
6.3 Successor Trustee. If Cornerstone Fiduciary Services, Inc. ceases to serve as Trustee for any reason, including resignation, removal, dissolution, merger, loss of licensure, or incapacity, a successor trustee shall be appointed by the Trust Protector in accordance with Section 10.2(a) of this Agreement. Any successor trustee must satisfy the following requirements:
(a) The successor trustee must qualify as an Independent Trustee, as defined in Section 1.9 hereof;
(b) The successor trustee must be a corporate trustee (i.e., a bank, trust company, or other institutional fiduciary) duly licensed to serve as a fiduciary in the State of Florida or, if the situs of the Trust has been changed, in the jurisdiction in which the Trust is then administered; and
(c) The successor trustee must have assets under management or custody of not less than One Hundred Million Dollars ($100,000,000) at the time of appointment.
Upon appointment, the successor trustee shall succeed to all rights, powers, duties, and obligations of the predecessor Trustee under this Agreement, and the predecessor Trustee shall promptly deliver all Trust property, records, and accountings to the successor trustee.
6.4 Resignation. The Trustee may resign at any time upon not fewer than sixty (60) days' prior written notice delivered to the Trust Protector and each then-living Primary Beneficiary (or, if no Primary Beneficiary is then living, to the then-living Contingent Beneficiaries or their legal representatives). Such resignation shall not become effective until a successor trustee has been appointed and has accepted the trusteeship, and the resigning Trustee has delivered all Trust property, records, and accountings to the successor trustee.
6.5 Removal. The Trust Protector may remove the Trustee at any time, with or without cause, upon thirty (30) days' prior written notice to the Trustee, and shall appoint a successor trustee in accordance with Section 6.3 hereof, provided that any successor trustee must qualify as an Independent Trustee. The removal of a Trustee shall not become effective until a successor trustee has been appointed and has accepted the trusteeship.
6.6 Compensation. The Trustee shall be entitled to receive reasonable compensation for its services as Trustee of the Trust, in accordance with its published fee schedule as in effect from time to time, a copy of which has been provided to the Grantor and the Trust Protector as of the date of this Agreement. Such compensation shall be payable from the Trust Estate on a quarterly basis in arrears, and shall be an expense of administration of the Trust. The Trustee may also receive reimbursement from the Trust Estate for all reasonable and necessary out-of-pocket expenses incurred in the administration of the Trust, including but not limited to filing fees, legal fees, accounting fees, appraisal fees, and costs of investing and managing Trust assets.
6.7 Trustee's Counsel. The Trustee is represented by independent legal counsel, Ridgeway & Callahan LLP (Patricia N. Callahan, Partner), 50 North Laura Street, Suite 2200, Jacksonville, Florida 32202. The Trustee acknowledges that it has been advised to consult with its own independent counsel regarding the terms and conditions of this Agreement and the Trustee's obligations hereunder, and that it has had the opportunity to do so. The Trustee may, in the course of administering the Trust, engage legal counsel, which may include Ridgeway & Callahan LLP or other counsel selected by the Trustee, at the expense of the Trust Estate for matters relating to the administration of the Trust, including but not limited to tax compliance, litigation, regulatory matters, and transactional matters.
6.8 Bond. No Trustee, whether the initial Trustee or any successor trustee, shall be required to furnish any bond, surety, or other security in any jurisdiction in connection with the administration of the Trust, and any such requirement that may exist under applicable law is hereby waived to the fullest extent permitted by law.
ARTICLE VII — TRUSTEE POWERS
7.1 General Powers. In addition to all powers conferred upon trustees by the Florida Uniform Trust Code (Fla. Stat. Chapter 736), the Florida Trust Administration Act, and other applicable law, and in addition to any powers that may be granted by a court of competent jurisdiction, the Trustee shall have the powers set forth in this Article VII, all of which shall be exercisable in the Trustee's sole discretion, without the necessity of obtaining the consent or approval of any Beneficiary, the Grantor, the Trust Protector, or any court, except as otherwise specifically provided herein. The enumeration of specific powers in this Article shall not be construed to limit the general powers conferred by law.
7.2 Investment Powers. The Trustee shall have full power and authority to invest and reinvest the Trust Estate in any kind of property, real, personal, or mixed, tangible or intangible, wherever situated, including without limitation:
(a) Stocks, bonds, debentures, notes, and other securities, whether listed or unlisted, including securities of the Trustee or its affiliates;
(b) Interests in limited liability companies, partnerships, joint ventures, and other business entities, whether publicly traded or privately held;
(c) Real estate, whether developed or undeveloped, including commercial, residential, and hospitality properties;
(d) Mutual funds, exchange-traded funds, money market funds, and other pooled investment vehicles;
(e) Alternative investments, including hedge funds, private equity funds, venture capital funds, real estate investment trusts, and commodities;
(f) Certificates of deposit, savings accounts, and other cash equivalents;
(g) Life insurance policies on the lives of any person, provided that the Trust shall not acquire or hold any policy of insurance on the life of the Grantor; and
(h) Any other investment that the Trustee, in its sole judgment, considers appropriate for the Trust.
The Trustee shall not be bound by any principle requiring diversification of investments and shall not be liable for any loss resulting from the retention of any investment or the concentration of investments in a particular asset or class of assets, provided that the Trustee acts in good faith and with the care that a prudent investor would exercise under the circumstances. Without limiting the generality of the foregoing, the parties specifically acknowledge and agree that the Trust is expected to hold membership interests in the following entities, which may constitute a concentrated and illiquid portfolio:
(i) Meridian Shores Hospitality LLC (EIN 59-4021867);
(ii) Costa Luma Resort Holdings LLC (EIN 59-4173920); and
(iii) Azulia Beach Club LLC (EIN 59-4285413).
The Trustee is expressly authorized to acquire, hold, and retain such concentrated positions for such period of time as the Trustee deems advisable, and the Trustee shall not be required to diversify the Trust's investments away from such positions, notwithstanding any contrary provision of the Florida Uniform Trust Code or the Uniform Prudent Investor Act.
7.3 Power to Borrow. The Trustee may borrow money on behalf of the Trust from any lender, including banks, financial institutions, and private lenders (including the Grantor, in a transaction at arm's length and at commercially reasonable terms), and may issue promissory notes, bonds, or other evidences of indebtedness on behalf of the Trust. The Trustee may pledge, mortgage, or otherwise encumber any assets of the Trust Estate as security for any such borrowings, and may execute deeds of trust, security agreements, UCC financing statements, and other instruments as may be necessary or appropriate in connection therewith.
7.4 Power to Manage Business Interests. The Trustee shall have full power and authority to exercise all rights, privileges, and powers of an owner, member, partner, or shareholder in any entity in which the Trust holds an interest, including without limitation:
(a) Voting on any matter submitted to a vote of members, partners, or shareholders;
(b) Consenting to or opposing amendments to operating agreements, partnership agreements, articles of incorporation, bylaws, or other governing documents;
(c) Making additional capital contributions or loans to such entities;
(d) Receiving and applying distributions and allocations from such entities;
(e) Participating in the management of such entities, to the extent permitted by the applicable governing documents;
(f) Approving or opposing the admission or withdrawal of members, partners, or shareholders;
(g) Approving or opposing mergers, acquisitions, dispositions, and other significant transactions; and
(h) Executing any instruments or documents on behalf of the Trust in its capacity as a member, partner, or shareholder.
7.5 Power to Execute Documents. The Trustee may execute, deliver, and perform any agreements, contracts, instruments, deeds, conveyances, assignments, or other documents on behalf of the Trust that the Trustee deems necessary or appropriate in connection with the administration of the Trust and the management of the Trust Estate, including but not limited to membership interest purchase agreements, assignments of membership interests, security agreements, UCC financing statements, amendments to operating agreements, leases, contracts for the sale or purchase of real property, and any other documents relating to the acquisition, holding, management, or disposition of Trust assets.
7.6 Power to Employ Advisors. The Trustee may employ and compensate, at the expense of the Trust Estate, such attorneys, accountants, appraisers, investment advisors, consultants, and other professionals as the Trustee deems necessary or appropriate for the proper administration of the Trust. Without limiting the generality of the foregoing, the Trustee is specifically authorized to engage the following professionals:
(a) Baxter Whitfield CPA Group, P.A. (Sandra T. Whitfield, CPA, Managing Partner), 150 Alhambra Circle, Suite 800, Coral Gables, Florida 33134, for tax compliance and advisory services;
(b) Hargrove & Lindquist LLP (Dennis W. Hargrove, ASA, CFA), 3344 Peachtree Road NE, Suite 900, Atlanta, Georgia 30326, for valuation and appraisal services; and
(c) Such other professionals as the Trustee may select from time to time.
The Trustee may delegate discretionary functions to such professionals to the extent permitted by the Florida Uniform Trust Code (Fla. Stat. § 736.0807) and other applicable law, and shall not be liable for the acts or omissions of any person to whom functions are properly delegated, provided that the Trustee exercises reasonable care in selecting and monitoring such person.
7.7 Power to Compromise Claims. The Trustee may compromise, arbitrate, settle, or abandon any claim or cause of action in favor of or against the Trust on such terms and conditions as the Trustee deems advisable, and may execute releases, indemnities, and other instruments in connection therewith. The Trustee may also prosecute, defend, or participate in any legal proceedings on behalf of the Trust.
7.8 Power to Make Tax Elections. The Trustee shall have full power and authority to make any tax election, allocation, or determination available under the Code, the Treasury Regulations, or applicable state or local tax law, including but not limited to:
(a) Elections under Code § 643(e) regarding distributions in kind;
(b) Allocation of GST exemption under Code § 2631;
(c) Elections under Code § 754 or similar provisions applicable to partnerships and limited liability companies;
(d) Elections regarding the Trust's fiscal year and method of accounting; and
(e) Any other election or allocation that the Trustee, in consultation with the Trust's tax advisors, deems to be in the best interests of the Trust and its Beneficiaries.
7.9 Power to Distribute In Kind. The Trustee may satisfy any distribution obligation under this Agreement by distributing cash, property in kind, or a combination thereof, as the Trustee deems appropriate. The Trustee may allocate specific assets to different Beneficiaries in the Trustee's discretion, and distributions in kind need not be pro rata. The Trustee's determination of the fair market value of property distributed in kind shall be binding on all Beneficiaries.
7.10 Power to Establish Reserves. The Trustee may establish and maintain such reserves as the Trustee deems reasonable and prudent for anticipated expenses, liabilities, and debt service obligations of the Trust, including without limitation reserves for:
(a) Annual interest payments on any promissory notes issued by the Trust, including the Secured Promissory Note referenced in Section 15.3(c) hereof, which provides for annual interest-only payments of One Million Seven Hundred Sixty Thousand Dollars ($1,760,000);
(b) Principal payments due at maturity of any promissory notes, including the anticipated balloon payment;
(c) Trustee compensation, legal fees, accounting fees, and other administrative expenses;
(d) Federal, state, and local tax liabilities of the Trust, to the extent the Trust ceases to be a grantor trust; and
(e) Capital contributions to entities in which the Trust holds membership interests, to the extent required or advisable.
ARTICLE VIII — SPENDTHRIFT PROVISIONS
8.1 Spendthrift Protection. No Beneficiary of the Trust shall have the power to sell, assign, transfer, pledge, mortgage, hypothecate, encumber, anticipate, or in any other manner dispose of or alienate his or her interest in the Trust, whether as to income or principal, in whole or in part, whether voluntarily or involuntarily, and no such interest shall be subject to the claims of any creditor of any Beneficiary, or to attachment, garnishment, execution, levy, bankruptcy proceedings, or other legal or equitable process, to the fullest extent permitted by the laws of the State of Florida, including but not limited to Section 736.0502 of the Florida Statutes. The Trustee shall not recognize or honor any purported assignment, transfer, or encumbrance of a Beneficiary's interest in the Trust, and any such purported assignment, transfer, or encumbrance shall be void and of no effect.
8.2 Exception Creditors. Notwithstanding the provisions of Section 8.1, the spendthrift protections afforded by this Article VIII shall not prevent the enforcement of support obligations owed by a Beneficiary, including child support and spousal support obligations, or other claims against a Beneficiary's interest in the Trust, to the extent that enforcement is required by applicable law, including Section 736.0503 of the Florida Statutes, and to the extent that such enforcement is ordered by a court of competent jurisdiction. The Trustee shall comply with any valid court order requiring distributions from the Trust to satisfy such obligations, but only to the extent required by applicable law.
8.3 Discretionary Trust. Because all distributions of income and principal under this Agreement are within the sole and absolute discretion of the Trustee, no Beneficiary has an enforceable right to any distribution from the Trust, and the Trust is intended to qualify as a discretionary trust under Section 736.0504 of the Florida Statutes. A Beneficiary's interest in the Trust shall not be treated as a property interest that is subject to the claims of the Beneficiary's creditors, and a creditor of a Beneficiary shall not be entitled to compel a distribution from the Trust, whether by attachment, garnishment, or other legal or equitable process, except to the extent expressly required by applicable law.
ARTICLE IX — GRANTOR TRUST PROVISIONS (INTENTIONALLY DEFECTIVE PROVISIONS)
9.1 Intent. It is the express intent of the Grantor that the Trust shall be treated as a "grantor trust" with respect to the Grantor for federal income tax purposes under Sections 671 through 679 of the Code, for so long as the Grantor is living and the power described in Section 9.2 remains in effect. As a grantor trust, all items of income, deduction, gain, loss, and credit of the Trust shall be reported on the Grantor's individual federal income tax return (Form 1040) during the Grantor's lifetime, and the Trust shall not be required to file a separate federal income tax return (Form 1041), except as may be required by applicable law or regulation (e.g., filing a Form 1041 reporting zero income with an attached grantor trust information statement). The Grantor's payment of income taxes attributable to Trust income shall not be treated as a gift by the Grantor to the Trust or its Beneficiaries. Simultaneously, it is the express intent of the Grantor that the Trust Estate shall not be included in the Grantor's gross estate for federal estate tax purposes under Sections 2036, 2037, 2038, or 2042 of the Code.
9.2 Power to Substitute Assets (Code § 675(4)(C)). The Grantor hereby retains the power, exercisable in a nonfiduciary capacity and without the approval or consent of any person acting in a fiduciary capacity, to reacquire any property held by the Trust by substituting other property of equivalent value. This power is retained pursuant to, and is intended to constitute a power described in, Section 675(4)(C) of the Code, and shall constitute the sole "defect" causing the Trust to be treated as a grantor trust under the Code. The following provisions shall govern the exercise of this power:
(a) Exercise. The Grantor may exercise this power at any time and from time to time by providing written notice to the Trustee, which notice shall identify with reasonable specificity the property to be reacquired from the Trust and the substitute property of equivalent value to be transferred to the Trust in exchange therefor. The substitution shall be completed within a reasonable period after the Trustee's receipt of such notice, and shall be effected by the simultaneous exchange of the reacquired property and the substitute property.
(b) Trustee's Duty to Verify Value. The Trustee shall have the fiduciary duty to verify that the substitute property proposed by the Grantor is of equivalent value to the reacquired property at the time of the substitution. If, in the Trustee's reasonable judgment, the equivalency of value is not readily determinable from publicly available information or established market prices, the Trustee shall obtain an independent appraisal or valuation from a qualified appraiser at the expense of the Trust Estate (or, at the Grantor's election, at the expense of the Grantor) prior to completing the substitution. The Trustee shall not be required to complete any substitution unless and until the Trustee is satisfied, in its reasonable judgment, that the substitute property is of equivalent value to the reacquired property.
(c) No Shifting of Benefits. The exercise of this power shall not be construed to permit the Grantor to shift benefits among the Beneficiaries or to alter the beneficial interests of the Trust in any manner. The substitution power is a purely mechanical power intended solely to maintain grantor trust status and shall not be exercised in a manner that enriches or impoverishes the Trust or any Beneficiary.
9.3 No Other Grantor Trust Powers. Except for the power described in Section 9.2, the Grantor retains no power, interest, or right with respect to the Trust that would cause the Trust Estate, or any portion thereof, to be included in the Grantor's gross estate for federal estate tax purposes under Section 2036 (retained life estate or right to income), Section 2037 (reversionary interests), Section 2038 (power to alter, amend, revoke, or terminate), or Section 2042 (incidents of ownership in life insurance) of the Code. The Grantor does not retain, and is not deemed to retain, any power to direct, control, or influence the Trustee's exercise of its discretionary powers under this Agreement, except as expressly provided in Section 9.2.
9.4 Income Tax Reimbursement. The Trustee may, but shall not be required to, reimburse the Grantor for federal, state, and local income taxes paid by the Grantor that are attributable to items of income, gain, deduction, loss, and credit of the Trust that are reportable on the Grantor's individual income tax return by reason of the Trust's grantor trust status. The decision to reimburse the Grantor shall be in the sole and absolute discretion of the Trustee, exercisable in its capacity as an Independent Trustee, and the Grantor shall have no right, power, or ability to compel such reimbursement. Any reimbursement made under this Section shall be made from the Trust Estate and shall not be treated as a distribution to an Excluded Person or as a violation of Section 3.7 hereof. The inclusion of this provision in this Agreement shall not be treated as a retained interest by the Grantor that would cause inclusion of the Trust Estate in the Grantor's gross estate, and this provision is included solely to grant the Trustee the discretion to prevent the erosion of the Grantor's personal assets that may result from the Grantor's obligation to pay income taxes on Trust income.
9.5 Termination of Grantor Trust Status. The Grantor may, at any time, by written instrument executed by the Grantor and delivered to the Trustee, release the power described in Section 9.2, thereby terminating the grantor trust status of the Trust. Upon such release, the Trust shall cease to be a grantor trust and shall thereafter be treated as a separate taxpayer for federal income tax purposes. The Trustee shall, promptly after such release, apply for a separate employer identification number (EIN) for the Trust (if one has not previously been obtained) and shall begin filing separate federal income tax returns (Form 1041) for the Trust for each taxable year thereafter. The Trust Protector may also, by written instrument delivered to the Trustee, direct the release of the Grantor's substitution power under Section 9.2 if, in the judgment of the Trust Protector, termination of grantor trust status is in the best interests of the Beneficiaries, taking into account changes in tax law, the Grantor's financial circumstances, and other relevant factors.
9.6 Effect of Grantor's Death on Grantor Trust Status. Upon the death of the Grantor, the Trust shall automatically and without further action cease to be a grantor trust and shall thereafter be treated as a separate taxpayer for federal, state, and local income tax purposes. The Trustee shall, promptly after the Grantor's death, apply for a separate employer identification number (EIN) for the Trust if one has not already been obtained, and shall file all required federal, state, and local income tax returns for the Trust for each taxable year thereafter. As of the date of execution of this Agreement, the Trust's federal Tax Identification Number has been applied for and is pending. Until such time as the Trust obtains its own EIN, the Trust's tax reporting shall be handled in accordance with Section 12.1 hereof.
ARTICLE X — TRUST PROTECTOR
10.1 Appointment of Trust Protector. The initial Trust Protector shall be Patricia N. Callahan of Ridgeway & Callahan LLP, 50 North Laura Street, Suite 2200, Jacksonville, Florida 32202. The Trust Protector shall not be a Beneficiary, an Excluded Person, or a related or subordinate party to the Grantor within the meaning of Code § 672(c). The Trust Protector shall serve until her death, resignation, incapacity, or removal, and shall be succeeded in accordance with Section 10.3 hereof.
10.2 Powers of Trust Protector. The Trust Protector shall have the following powers, which shall be exercisable in a nonfiduciary capacity (and the Trust Protector shall not be deemed to be a fiduciary of the Trust or any Beneficiary) unless otherwise specified herein:
(a) Power to Remove and Replace the Trustee. The Trust Protector shall have the power to remove the Trustee at any time, with or without cause, and to appoint a successor trustee, subject to the requirement that any successor trustee qualify as an Independent Trustee and satisfy the requirements of Section 6.3 hereof.
(b) Power to Add or Exclude Charitable Beneficiaries. The Trust Protector shall have the power to add one or more charitable organizations (each of which must qualify as a tax-exempt organization under Code § 501(c)(3)) as beneficiaries of the Trust, or to exclude any charitable organization previously added as a beneficiary, provided that the exercise of this power shall not diminish or impair the interests of the existing Beneficiaries in a manner that is inconsistent with the Grantor's intent.
(c) Power to Modify for Tax Law Changes. The Trust Protector shall have the power to modify the terms of this Agreement in response to changes in federal, state, or local tax law, including but not limited to directing the release of the Grantor's substitution power under Section 9.5, modifying distribution provisions to optimize tax efficiency, and making such other changes as the Trust Protector deems necessary or advisable to carry out the Grantor's intent in light of changed circumstances, provided that no such modification shall cause the Trust Estate to be included in the Grantor's gross estate for federal estate tax purposes.
(d) Power to Change Situs. The Trust Protector shall have the power to change the situs of the Trust to another state or jurisdiction if, in the judgment of the Trust Protector, such change would be beneficial to the Trust and its Beneficiaries, taking into account factors such as changes in state income tax laws, trust administration statutes, and the rule against perpetuities. Upon any change of situs, the governing law of the Trust shall be changed to the laws of the new situs state, unless the Trust Protector specifies otherwise.
(e) Power to Appoint Successor Trust Protector. The Trust Protector shall have the power to designate one or more successor Trust Protectors, who shall serve in the order designated upon the death, resignation, incapacity, or removal of the then-serving Trust Protector.
10.3 Successor Trust Protector. If Patricia N. Callahan is unable or unwilling to serve as Trust Protector, she may designate a successor Trust Protector by written instrument delivered to the Trustee. If no such designation has been made, or if the designated successor is unable or unwilling to serve, a majority of the then-living Primary Beneficiaries (or, if no Primary Beneficiary is then living, a majority of the then-living adult Contingent Beneficiaries) may appoint a successor Trust Protector by written instrument delivered to the Trustee. Any successor Trust Protector must be independent of the Grantor and all Beneficiaries, and shall not be an Excluded Person or a related or subordinate party to the Grantor within the meaning of Code § 672(c).
10.4 Compensation. The Trust Protector shall be entitled to receive reasonable compensation for services rendered as Trust Protector, payable from the Trust Estate upon submission of a statement of services to the Trustee. The Trust Protector shall also be entitled to reimbursement from the Trust Estate for all reasonable and necessary out-of-pocket expenses incurred in the performance of the Trust Protector's duties, including legal fees and costs.
10.5 Limitation. Notwithstanding any other provision of this Agreement, the Trust Protector shall have no power to:
(a) Make or direct any distribution of income or principal from the Trust;
(b) Add any Excluded Person as a beneficiary of the Trust;
(c) Modify the Trust in a manner that would cause the Trust Estate, or any portion thereof, to be included in the Grantor's gross estate for federal estate tax purposes;
(d) Exercise any power for the benefit of the Trust Protector personally; or
(e) Act in any manner that is inconsistent with the Grantor's intent as expressed in this Agreement.
ARTICLE XI — GENERATION-SKIPPING TRANSFER TAX PROVISIONS
11.1 GST Exempt Trust. The Grantor intends that the Trust, to the extent funded with the Seed Gift, shall be a GST Exempt Trust, with an inclusion ratio of zero for generation-skipping transfer tax purposes. To accomplish this intent, the Grantor shall allocate Two Million Dollars ($2,000,000) of the Grantor's available GST exemption under Code § 2631 to the Seed Gift on the Grantor's federal gift tax return (Form 709) for the calendar year 2025, which return is due on or before April 15, 2026 (or such later date as may result from an extension of the filing deadline). The Grantor acknowledges that the allocation of GST exemption is irrevocable once made and shall be effective as of the date of the transfer of the Seed Gift to the Trust.
11.2 Separate GST Shares. If additional contributions are made to the Trust to which GST exemption is not fully allocated, or if any event occurs that results in a portion of the Trust having a non-zero inclusion ratio, the Trustee may divide the Trust into separate shares or subtrusts with different GST inclusion ratios, as may be appropriate for generation-skipping transfer tax planning purposes. One such share or subtrust (the "Exempt Share") shall have an inclusion ratio of zero, and the other (the "Non-Exempt Share") shall have an inclusion ratio of one (or such other ratio as may result from the allocation of GST exemption). The Trustee shall administer each such share or subtrust separately, and distributions from the Exempt Share shall be made in a manner that maximizes the benefit of the zero inclusion ratio, taking into account the interests of skip persons and non-skip persons.
11.3 Trustee's GST Powers. The Trustee shall have the power, in its sole discretion, to sever or divide any trust into two or more separate trusts for purposes of optimizing generation-skipping transfer tax planning, in accordance with Code § 2642(a)(3) and applicable Treasury Regulations (including Treas. Reg. § 26.2642-6). Any such severance or division shall be effected on a fractional basis, as required by the applicable regulations, and the Trustee shall allocate assets between the resulting trusts in a manner that is fair and reasonable, taking into account the nature and character of the assets and the interests of the Beneficiaries.
11.4 Coordination with Grantor's Tax Advisors. The Trustee shall coordinate with the Grantor's designated tax advisors, Baxter Whitfield CPA Group, P.A. (Sandra T. Whitfield, CPA, Managing Partner, 150 Alhambra Circle, Suite 800, Coral Gables, Florida 33134), regarding the allocation of GST exemption to contributions to the Trust, the preparation of the Grantor's federal gift tax return (Form 709) reflecting such allocations, and any other matters related to the generation-skipping transfer tax treatment of the Trust. The Trustee shall provide to Baxter Whitfield CPA Group, P.A., and to such other tax advisors as the Grantor may designate in writing, all information reasonably necessary for the preparation of Form 709 and for the determination of GST exemption allocations.
ARTICLE XII — TAX AND ACCOUNTING MATTERS
12.1 Tax Identification. The Trust's federal Tax Identification Number (Employer Identification Number) has been applied for and is pending as of the date of this Agreement. Until such time as the Trust obtains a separate taxpayer identification number, and for so long as the Trust is treated as a grantor trust under Article IX hereof, the Grantor's Social Security number (ending in 8217) shall be used to identify the Trust for federal, state, and local income tax purposes, consistent with the Trust's grantor trust status and applicable Treasury Regulations (including Treas. Reg. § 1.671-4). Upon the termination of grantor trust status (whether by reason of the Grantor's death or the release of the substitution power under Section 9.5), the Trustee shall promptly obtain a separate EIN for the Trust if one has not already been obtained.
12.2 Tax Returns. During the Grantor's lifetime, and for so long as the Trust is treated as a grantor trust under Article IX hereof, the Trustee shall provide the Grantor and the Grantor's tax advisors with all information necessary for the Grantor to report Trust income on his individual federal income tax return (Form 1040), including but not limited to schedules of income, deductions, gains, losses, and credits attributable to the Trust. The Trust's designated tax accountant shall be Baxter Whitfield CPA Group, P.A. (Sandra T. Whitfield, CPA, Managing Partner), 150 Alhambra Circle, Suite 800, Coral Gables, Florida 33134. The Trustee shall cooperate fully with the Trust's tax accountant and the Grantor's personal tax advisors in connection with the preparation and filing of all required tax returns.
12.3 Annual Accountings. The Trustee shall render annual accountings to each then-living Primary Beneficiary and to the Trust Protector, setting forth in reasonable detail the receipts, disbursements, distributions, investments, gains, losses, and other transactions of the Trust during the accounting period, together with a statement of the assets and liabilities of the Trust as of the end of the accounting period. Such accountings shall be prepared and delivered in accordance with Section 736.0813 of the Florida Statutes and any other applicable provisions of the Florida Uniform Trust Code. Any Beneficiary or the Trust Protector may waive the right to receive annual accountings by written instrume

THE SALVATORE A. PELLEGRINO 2025 FAMILY TRUST

IRREVOCABLE TRUST AGREEMENT

THE SALVATORE A. PELLEGRINO 2025 FAMILY TRUST

IRREVOCABLE TRUST AGREEMENT

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