Contract analysis

I. PURPOSE AND SCOPE This Funds Flow Memorandum (this "Memorandum") sets forth the flow of funds in connection with the closing on January 30, 2026 (the "Closing Date") of (a) Pellegrino Capital Group LLC's ("Pellegrino" or "PCG") capital contribution of Twenty-Five Million Dollars ($25,000,000.00) to Ridgeline-Clarion Co-Invest, L.P. (the "Co-Invest Vehicle") and (b) the Co-Invest Vehicle's equity contribution to Cl

II. TRANSACTION OVERVIEW The following is a summary of the Transaction structure, sources and uses of funds, and Pellegrino's participation therein. This summary is provided for reference purposes and is qualified in its entirety by the definitive transaction documents. Transaction. AcquisitionCo, a Delaware corporation and special purpose vehicle formed by Ridgeline Equity Management LLC (the "Sponsor") for the purp

III. PARTIES AND ROLES The following is a description of each party involved in the flow of funds, together with relevant identifying information, addresses, and contact details. A. Source of Pellegrino Funds Pellegrino Capital Group LLC Pellegrino Capital Group LLC is a Delaware limited liability company, foreign-qualified and authorized to transact business in the State of Florida. Pellegrino is the originator of t

IV. STEP-BY-STEP FLOW OF FUNDS The following sets forth each step in the flow of funds in chronological sequence on the Closing Date. All parties are expected to initiate and confirm the actions described below in a coordinated fashion to ensure simultaneous closings of the co-investment, the equity contributions, the debt financing, and the Acquisition. Step 1: Pellegrino Wire to Escrow From: Pellegrino Capital Grou

V. SUMMARY SOURCES AND USES TABLE The following tables summarize the sources and uses of funds for the Transaction, as described in Sections II and IV above. All amounts are in United States Dollars. Sources of Funds Uses of Funds Note: The exact allocation of uses among the line items set forth above is subject to final determination pursuant to the settlement statement prepared under the Acquisition Agreement and a

VI. WIRE INSTRUCTIONS SCHEDULE The following schedule sets forth the wire instructions for each relevant account in the flow of funds. All wire instruction details marked "[TO BE COMPLETED]" are to be confirmed by the respective parties and their counsel no later than 5:00 p.m. ET on January 29, 2026. Final confirmed wire instructions will be circulated as Exhibit A to this Memorandum upon receipt of all confirmation

VII. CONDITIONS TO RELEASE OF ESCROW FUNDS Release of funds from escrow held by Continental Fiduciary Services, Inc. is subject to the satisfaction of each of the following conditions:

1. Receipt of Aggregate Co-Investor Capital Contributions. The Escrow Agent shall have received, in immediately available funds, the aggregate co-investor capital contributions of $75,000,000.00, consisting of Pellegrino's $25,000,000.00 contribution and $50,000,000.00 in contributions from the other co-investors of the Co-Invest Vehicle.

2. Joint Written Release Instructions. The Escrow Agent shall have received joint written release instructions, substantially in the form attached hereto as Exhibit B, signed by an authorized representative of each of (a) Ridgeline-Clarion Co-Invest GP LLC and (b) Clarion Holdings Acquisition Corp., directing the Escrow Agent to release the escrowed funds to the Co-Invest Vehicle.

3. Satisfaction of Acquisition Agreement Closing Conditions. The joint release instructions described in condition (2) above shall include a confirmation that all conditions to closing under the Acquisition Agreement, dated as of December 19, 2025, by and among Clarion Holdings Acquisition Corp., Brindoval Growth Capital Fund II, L.P., and the other parties thereto, have been satisfied or waived in accordance with th

4. Ridgeline Fund IV Equity Contribution. The Escrow Agent shall have received confirmation, from Hartwell Velmoran & Pratt LLP or Ridgeline-Clarion Co-Invest GP LLC, that Ridgeline Fund IV's $175,000,000.00 equity contribution to AcquisitionCo has been funded or is being funded simultaneously with the release of escrowed funds.

5. Term Loan B Funding. The Escrow Agent shall have received confirmation, from Borwick Aldrich LLP or Pinnacle National Bank, N.A., that the $305,000,000.00 in Senior Secured Term Loan B proceeds have been funded or are being funded simultaneously with the release of escrowed funds. The Escrow Agent shall not release any escrowed funds until each of the foregoing conditions has been satisfied or waived by the partie

VIII. REQUIRED CONFIRMATIONS AND NOTIFICATIONS The following confirmations and notifications are required to be provided by the indicated parties at the specified times. Each party and its counsel are responsible for ensuring that all required confirmations are delivered in a timely manner. Confirmations may be delivered by email to the working group distribution list maintained by Calderwood & Harkness LLP and Hartw

1. Wire Instruction Confirmation. Each party shall confirm the accuracy and completeness of the wire instructions set forth in Section VI of this Memorandum and shall promptly notify Calderwood & Harkness LLP and Hartwell Velmoran & Pratt LLP of any corrections or updates.

2. Escrow Agent Readiness. Continental Fiduciary Services, Inc. shall confirm its readiness to receive and hold funds in the escrow account identified in Section VI.B above and shall confirm that the escrow account is open, active, and capable of receiving incoming wire transfers in the aggregate amount of $75,000,000.00.

3. Capital Call Notice Compliance. Ridgeline-Clarion Co-Invest GP LLC shall confirm that all co-investor capital call notices have been delivered in compliance with the ten (10) business day notice requirement under Section 3.1(a) of the Co-Invest LPA and that no co-investor has exercised any right to be excused from funding its commitment.

4. Term Loan B Conditions Precedent. Pinnacle National Bank, N.A. (or Borwick Aldrich LLP on its behalf) shall confirm satisfaction of all conditions precedent to the funding of the $305,000,000.00 Senior Secured Term Loan B under the Credit Agreement, or shall identify any outstanding conditions that remain to be satisfied on or prior to the Closing Date. B. Day-of-Closing Confirmations (January 30, 2026)

1. Pellegrino Wire Initiation. Pellegrino Capital Group LLC (Daniella R. Pellegrino or Adriana Voss) shall confirm initiation of the $25,000,000.00 wire transfer to the escrow account and shall provide the Federal Reference Number to Calderwood & Harkness LLP and Continental Fiduciary Services, Inc. promptly following initiation.

2. Escrow Agent Receipt Confirmation. Continental Fiduciary Services, Inc. shall confirm (a) receipt of Pellegrino's $25,000,000.00 wire transfer in immediately available funds and (b) receipt of the aggregate $75,000,000.00 in co-investor capital contributions from all co-investors of the Co-Invest Vehicle.

3. Co-Invest GP Release Authorization. Ridgeline-Clarion Co-Invest GP LLC (Connor M. Rafferty) shall execute and deliver its portion of the joint written release instructions to Continental Fiduciary Services, Inc., authorizing the release of escrowed funds to the Co-Invest Vehicle.

4. AcquisitionCo Release Authorization. Clarion Holdings Acquisition Corp. shall execute and deliver its portion of the joint written release instructions to Continental Fiduciary Services, Inc., authorizing the release of escrowed funds to the Co-Invest Vehicle.

5. Co-Invest Vehicle Receipt Confirmation. Ridgeline-Clarion Co-Invest, L.P. shall confirm receipt of the $75,000,000.00 in co-investor capital contributions released from escrow in immediately available funds.

6. AcquisitionCo Funding Confirmation. Clarion Holdings Acquisition Corp. shall confirm receipt of (a) $75,000,000.00 from the Co-Invest Vehicle, (b) $175,000,000.00 from Ridgeline Fund IV, and (c) $305,000,000.00 from Pinnacle National Bank, N.A., in each case in immediately available funds.

7. Seller Receipt Confirmation. Aldridge Mayer Stevens LLP (Rebecca A. Fontaine) shall confirm that the acquisition consideration has been received by the sellers (Brindoval Growth Capital Fund II, L.P. and management shareholders) and/or their designees in accordance with the Acquisition Agreement and the closing instructions. C. Post-Closing Confirmations

1. Escrow Account Closure. Continental Fiduciary Services, Inc. shall deliver written confirmation to all parties that the escrow account has been fully disbursed and closed, with a final accounting of all receipts and disbursements.

2. Limited Partner Notice. Ridgeline-Clarion Co-Invest GP LLC shall deliver written notice to all limited partners of the Co-Invest Vehicle (including Pellegrino Capital Group LLC) confirming (a) the consummation of the closing, (b) the aggregate capital contribution amounts received from each limited partner, and (c) each limited partner's percentage interest in the Co-Invest Vehicle.

3. Calderwood & Harkness Closing Confirmation. Calderwood & Harkness LLP shall confirm to Pellegrino Capital Group LLC that all closing deliverables have been received by or on behalf of Pellegrino, that the funds flow has been completed in accordance with this Memorandum, and that the Acquisition has been consummated.

IX. FLOW OF FUNDS DIAGRAM The following is a textual description of the flow of funds described in this Memorandum. A graphical version of this diagram will be attached as Exhibit C. FLOW OF FUNDS — TEXTUAL DIAGRAM box 1: Pellegrino Capital Group LLC $25,000,000 wire transfer → box 2: Continental Fiduciary Services, Inc. (Escrow Agent) ← Also receives $50,000,000 from Other Co-Investors (Aggregate held in escrow: $75

X. FAILURE TO CLOSE / RETURN OF FUNDS In the event that the Closing does not occur on January 30, 2026, or such later date as may be agreed upon in writing by the parties to the Acquisition Agreement (the "Outside Date"), the following procedures shall apply: (a) Return of Escrowed Funds. Continental Fiduciary Services, Inc. shall return all escrowed co-investor capital contributions, including Pellegrino's $25,000,0

XI. GOVERNING LAW AND MISCELLANEOUS Informational Purposes Only. This Funds Flow Memorandum is provided for informational and coordination purposes in connection with the Closing and does not create any independent contractual obligations among the parties. No party shall have any claim against any other party, or against Calderwood & Harkness LLP, based solely on the contents of this Memorandum. The respective right

XII. SIGNATURE / ACKNOWLEDGMENT By signing below, each of the undersigned parties acknowledges and agrees to the wire instructions and flow of funds described in this Memorandum and confirms that the information set forth herein with respect to such party is accurate and complete as of the date hereof. PELLEGRINO CAPITAL GROUP LLC By: ________ Name: Daniella R. Pellegrino Title: Chief Financial Officer Date: ________