Contract analysis

1. Introduction and Purpose Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") is pleased to confirm its engagement by Pellegrino Capital Group LLC ("Pellegrino" or "PCG"), a Delaware limited liability company, in connection with Pellegrino's proposed Twenty-Five Million Dollar ($25,000,000) co-investment alongside Ridgeline Equity Partners Fund IV, L.P. ("Ridgeline Fund IV") in Ridgeline-Clarion Co-In

2. Client Identification The client in this engagement is Pellegrino Capital Group LLC, and no other person or entity. Calderwood & Harkness's duties of loyalty, confidentiality, and professional responsibility in connection with this matter run solely to Pellegrino Capital Group LLC as an entity. Calderwood & Harkness does not represent, and shall not be deemed to represent, any affiliate, subsidiary, member, manage

3. Scope of Services Calderwood & Harkness will provide legal services to Pellegrino in connection with the co-investment described above. The scope of our engagement is set forth in greater detail in Sections 3.1 through 3.5 below. We will endeavor to keep Pellegrino informed of material developments and to seek instructions on significant issues as they arise during the course of the representation. 3.1 Review and

4. Staffing The following attorneys have been assigned to this engagement and will be the primary members of the Calderwood & Harkness team working on this matter: Responsible Partner: Nicholas Stern, Partner, Funds & Asset Management Practice Group. Mr. Stern will have overall responsibility for the engagement, including client relationship management, strategic direction, and supervision of all work product produce

5. Fees and Billing 5.1 Hourly Rates This engagement will be billed on an hourly basis at Calderwood & Harkness's standard rates for the attorneys and professional staff assigned to the matter. The current rates for 2025 are as follows: The specific rate for each timekeeper will fall within the applicable range based on the individual's seniority and experience level. We will provide Pellegrino with a schedule of the

6. Conflicts of Interest Calderwood & Harkness has conducted a conflicts check in connection with this engagement in accordance with the Firm's standard conflict clearance procedures. Based on that review, the Firm is not aware of any conflict of interest that would prevent it from representing Pellegrino in this matter under the applicable Florida Rules of Professional Conduct. Specifically, Calderwood & Harkness do

7. Confidentiality Calderwood & Harkness will maintain the confidentiality of all information provided by Pellegrino, or obtained by the Firm on behalf of Pellegrino, in connection with this engagement. This obligation is consistent with, and in addition to, the Firm's duties of confidentiality under the applicable Florida Rules of Professional Conduct (including Rule 4-1.6) and other applicable law. All confidential

8. Document Retention Calderwood & Harkness will maintain all files, documents, correspondence, memoranda, work product, and other materials related to this engagement (collectively, "Engagement Files") in accordance with the Firm's document retention policy, as in effect from time to time. The Engagement Files will include both physical and electronic files. Upon completion or termination of this engagement, the Fir

9. Termination Either party may terminate this engagement at any time, with or without cause, upon written notice to the other party. Calderwood & Harkness's right to terminate is subject to the Firm's professional obligations, including the duty to provide reasonable notice and to avoid prejudice to the client's interests, and to any applicable rules governing the withdrawal of counsel. In the event of termination b

10. Governing Law This Engagement Letter shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles. Any dispute arising out of or relating to this Engagement Letter or the services provided hereunder shall be subject to the exclusive jurisdiction of the state and federal courts located in Miami-Dade County, Florida, and each party hereby

11. Limitation of Liability To the fullest extent permitted by applicable law and the Florida Rules of Professional Conduct, Calderwood & Harkness's aggregate liability to Pellegrino arising out of or relating to the services provided under this engagement, whether based in contract, tort, negligence, breach of fiduciary duty, or otherwise, shall not exceed the total amount of fees actually paid by Pellegrino to Cald

12. Miscellaneous This Engagement Letter constitutes the entire agreement between Calderwood & Harkness and Pellegrino with respect to the terms and conditions of the engagement described herein and supersedes all prior or contemporaneous discussions, representations, and agreements, whether written or oral, relating to the subject matter hereof. No amendment, modification, or waiver of any provision of this Engageme

13. Acceptance If the foregoing terms are acceptable to Pellegrino, we respectfully request that Adriana Voss, in her capacity as Vice President & General Counsel of Pellegrino Capital Group LLC, sign and date this Engagement Letter in the space provided below and return one fully executed copy to the undersigned at your earliest convenience. A countersigned copy may be returned via email (PDF) to nstern@calderwoodha