Contract analysis

I. Executive Summary and Purpose The purpose of this memorandum is to provide Pellegrino Capital Group LLC ("Pellegrino" or "PCG") with a comprehensive summary of the key terms negotiated in the Amended and Restated Limited Partnership Agreement (the "LPA") of Ridgeline-Clarion Co-Invest, L.P. (the "Co-Invest Vehicle" or "Co-Invest LP") and the Side Letter Agreement dated as of the date of the initial closing (the "S

II. Transaction Structure Overview This Section provides an overview of the transaction structure, the parties involved, and the organizational relationships among the various entities relevant to Pellegrino's co-investment. Target Company. Clarion Hospitality Holdings, Inc. is a Delaware corporation headquartered in Nashville, Tennessee. Clarion operates as an integrated hospitality asset management platform managin

III. Economics A. Capital Commitments and Funding The aggregate capital commitments to the Co-Invest Vehicle total $75,000,000. Pellegrino has committed $25,000,000 to the Co-Invest Vehicle, representing 33.33% of the aggregate capital commitments. The identities of the other co-investors in the vehicle have not been disclosed to us, although based on the aggregate commitment size and Pellegrino's pro rata share, we

IV. Term and Extensions The initial term of the Co-Invest Vehicle is 10 years, commencing on the date of the initial closing (expected to be January 30, 2026) and expiring on January 30, 2036, unless earlier terminated or extended in accordance with the terms of the LPA. The General Partner has the right, exercisable at its sole discretion, to extend the term of the Co-Invest Vehicle for up to two additional one-year

V. Governance A. Limited Partner Advisory Committee (LPAC) The LPA establishes a three-member Limited Partner Advisory Committee (the "LPAC" or the "Advisory Committee"). The LPAC is composed of representatives of the Co-Invest Vehicle's limited partners, selected based on commitment size and investment profile. Pursuant to Section 3.1 of the Side Letter, Pellegrino is entitled to one seat on the LPAC. The Pellegrino

VI. Liquidity, Transfers, and Exit A. Transfer Restrictions The LPA imposes strict restrictions on the transfer, sale, assignment, pledge, or other disposition of limited partnership interests. No limited partner may transfer, sell, assign, pledge, hypothecate, or otherwise dispose of all or any portion of its limited partnership interest in the Co-Invest Vehicle without the prior written consent of the General Partn

VII. Default and Remedies The LPA includes default provisions that impose significant penalties on any limited partner that fails to meet its capital call obligations. Given the structure of this co-investment — a single capital call at closing with no follow-on obligations — the default provisions have limited practical applicability but are worth understanding. Default Trigger. A limited partner is deemed to be in

VIII. Information and Reporting Rights A. LPA Reporting Obligations (All LPs) The LPA establishes the following minimum reporting obligations that apply to all limited partners in the Co-Invest Vehicle: Annual Audited Financial Statements. The General Partner is required to deliver to each limited partner annual audited financial statements of the Co-Invest Vehicle, prepared in accordance with generally accepted acco

IX. Side Letter Protections — Summary The Side Letter Agreement between the General Partner and Pellegrino contains a number of additional protective provisions beyond those set forth in the LPA. The Side Letter is binding on the General Partner and its successors and assigns, and the rights granted thereunder are in addition to (and not in limitation of) Pellegrino's rights under the LPA. The key Side Letter provisi

X. Tax Considerations — Summary A detailed analysis of the tax considerations applicable to Pellegrino's co-investment has been prepared under separate cover in our memorandum dated January 3, 2026, prepared by Owen Fischer and Stephen Adler of Calderwood & Harkness LLP, in coordination with Robert K. Anand, CPA, of Whitfield Greer & Associates LLP, Pellegrino's tax advisor. This Section provides a high-level summary