Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Acquisition" means the acquisition by AcquisitionCo of 100% of the issued and outstanding equity interests of Clarion Hospitality Holdings, Inc., a Delaware corporation, pursuant to the terms and conditions of that certain Stock Purchase Agreement, dated as of December 12, 2025, by and among Acquisitio

Section 1.2 — Rules of Construction In this Agreement, unless the context otherwise requires: (a) The term "including" means "including without limitation" and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it. (b) The headings and captions of the Articles, Sections, and subsections of this Agreement are inserted for convenience

ARTICLE II — FORMATION AND ORGANIZATION

Section 2.1 — Formation The Partnership was formed as a Delaware limited partnership under the Act by the filing of a Certificate of Limited Partnership with the Secretary of State of the State of Delaware. The General Partner shall take all actions reasonably necessary to maintain the Partnership's status as a limited partnership under the Act, including the filing of any amendments to the Certificate of Limited Par

Section 2.2 — Name The name of the Partnership is Ridgeline-Clarion Co-Invest, L.P. The business of the Partnership shall be conducted under such name or such other name or names as the General Partner may determine from time to time in its sole discretion. The General Partner shall promptly notify each Limited Partner of any change of the Partnership's name.

Section 2.3 — Registered Office and Registered Agent The registered office of the Partnership in the State of Delaware is located at c/o Capitol Registered Agents, Inc., 850 New Burton Road, Suite 201, Dover, DE 19904. The registered agent of the Partnership for service of process at such address is Capitol Registered Agents, Inc. The General Partner may change the registered office or registered agent (or both) of t

Section 2.4 — Principal Office The principal office of the Partnership shall be located at the offices of the General Partner at 399 Park Avenue, 28th Floor, New York, NY 10022, or at such other place or places as the General Partner may from time to time designate by notice to the Limited Partners. The books and records of the Partnership shall be maintained at the principal office of the Partnership, or at such oth

Section 2.5 — Purpose The purpose of the Partnership is to co-invest alongside Fund IV in the equity of AcquisitionCo, which will acquire 100% of the issued and outstanding equity interests of Clarion Hospitality Holdings, Inc. The Partnership shall hold, manage, monitor, and ultimately dispose of such Investment, and shall engage in all activities incidental, necessary, or related thereto. The Partnership is formed

Section 2.6 — Term The term of the Partnership shall be as set forth in Article XI.

Section 2.7 — Fiscal Year The Fiscal Year of the Partnership shall be the calendar year, commencing on January 1 and ending on December 31 of each year, or such other fiscal year as the General Partner may select in compliance with the Code and applicable Treasury Regulations.

Section 2.8 — Tax Classification The Partnership intends to be treated as a partnership for United States federal, state, and local income tax purposes and shall not elect to be classified as a corporation or association taxable as a corporation for federal income tax purposes. The General Partner shall not take any action, and shall cause the Partnership not to take any action, that would cause the Partnership to be

Section 2.9 — Title to Partnership Property All property of the Partnership, whether real, personal, or mixed, and whether tangible or intangible, shall be owned by the Partnership as an entity and shall be held in the name of the Partnership or a nominee designated by the General Partner. No Partner shall have any individual ownership interest in any Partnership property by virtue of being a Partner, and each Partne

ARTICLE III — PARTNERS; ADMISSIONS

Section 3.1 — General Partner Ridgeline-Clarion Co-Invest GP LLC, a Delaware limited liability company, EIN 93-4817302, is hereby confirmed as the General Partner of the Partnership. The General Partner is wholly owned by Ridgeline Equity Management LLC. The General Partner shall have an interest in the Partnership as set forth in this Agreement, including the right to receive Carried Interest distributions pursuant

Section 3.2 — Limited Partners The Limited Partners of the Partnership are the Persons listed on Schedule A attached hereto, together with their respective Capital Commitments and Partnership Percentages. Without limiting the generality of the foregoing: (a) Pellegrino Capital Group LLC, a Delaware limited liability company (foreign-qualified in the State of Florida), EIN 84-3291047, is admitted as a Limited Partner

Section 3.3 — Admission of Additional Limited Partners (a) The General Partner may admit additional Limited Partners to the Partnership prior to the Closing Date, in the General Partner's sole discretion, subject to maintaining the Aggregate Capital Commitments at Seventy-Five Million Dollars ($75,000,000). Any such additional Limited Partner shall execute a joinder to this Agreement substantially in the form of Exhi

Section 3.4 — Representations and Warranties of Limited Partners Each Limited Partner, severally and not jointly, hereby represents and warrants to the Partnership and the General Partner, as of the date of such Limited Partner's execution of this Agreement (or its joinder hereto) and as of the Closing Date, as follows: (a) Organization and Good Standing. Such Limited Partner is duly organized, validly existing, and

Section 3.5 — No Authority of Limited Partners No Limited Partner shall have any authority to act for, bind, or otherwise obligate the Partnership or any other Partner in any manner whatsoever solely by virtue of being a Limited Partner. Limited Partners shall have only the rights, powers, and authority specifically granted to them pursuant to this Agreement or as required under the Act, and no Limited Partner shall

ARTICLE IV — CAPITAL CONTRIBUTIONS; CAPITAL CALLS; DEFAULTS

Section 4.1 — Capital Commitments Each Limited Partner shall make Capital Contributions to the Partnership up to, but not in excess of, the amount of its Capital Commitment as set forth on Schedule A, in accordance with and subject to the terms and conditions of this Article IV. The Aggregate Capital Commitments of all Limited Partners shall be Seventy-Five Million Dollars ($75,000,000). Without limiting the generali

Section 4.2 — Capital Calls (a) Capital Call Notice. The General Partner shall issue a written notice to each Limited Partner (each, a "Capital Call Notice") specifying (i) the aggregate amount of the Capital Contribution being called, (ii) each Limited Partner's proportionate share of the Capital Contribution (based on its Partnership Percentage), (iii) the purpose of the capital call, (iv) the payment date (which s

Section 4.3 — Return of Capital Contributions No Limited Partner shall have the right to demand or receive the return of any Capital Contribution or any part thereof at any time. Capital Contributions shall be returned to Limited Partners only through Distributions made in accordance with Article VI. No Limited Partner shall have priority over any other Limited Partner with respect to the return of Capital Contributi

Section 4.4 — Default (a) Definition of Default. A "Default" shall occur if any Limited Partner fails to fund all or any portion of a Capital Contribution within five (5) Business Days following the payment date specified in the applicable Capital Call Notice (after giving effect to the minimum ten (10) Business Day notice period set forth in Section 4.2(a)). (b) Remedies Upon Default. Upon the occurrence of a Defaul

Section 4.5 — No Interest on Capital Contributions Except as expressly provided in Section 4.4(b)(iv) with respect to defaulted Capital Contributions, no Partner shall be entitled to receive any interest on its Capital Contributions. The Preferred Return provided in Article VI is not interest on Capital Contributions but rather a priority return on invested capital.

ARTICLE V — ALLOCATIONS; CAPITAL ACCOUNTS

Section 5.1 — Capital Accounts A Capital Account shall be established and maintained for each Partner in accordance with the provisions of Treasury Regulations Section 1.704-1(b)(2)(iv). Each Partner's Capital Account shall be: (a) Credited with (i) the amount of such Partner's Capital Contributions, (ii) the amount of Net Profits allocated to such Partner, and (iii) the fair market value of any property contributed

Section 5.2 — Allocation of Net Profits Net Profits for each Fiscal Year (and, if necessary, each interim period) shall be allocated among the Partners in the following order of priority: (a) Loss Chargeback. First, to the Partners in proportion to, and to the extent of, prior allocations of Net Losses to such Partners that have not previously been offset by allocations of Net Profits pursuant to this Section 5.2(a),

Section 5.3 — Allocation of Net Losses Net Losses for each Fiscal Year (and, if necessary, each interim period) shall be allocated among the Partners in the reverse order of the allocation of Net Profits under Section 5.2; provided, however, that no allocation of Net Losses shall cause any Limited Partner's Capital Account to have a deficit balance (i.e., a balance less than zero). Any Net Losses that cannot be alloc

Section 5.4 — Special Allocations Notwithstanding the provisions of Sections 5.2 and 5.3, the following special allocations shall be made in the following order of priority: (a) Qualified Income Offset. If any Partner unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5), or (6) that cause or increase a deficit balance in such Part

Section 5.5 — Determination of Net Profits and Net Losses "Net Profits" and "Net Losses" for each Fiscal Year (or other applicable period) shall mean the taxable income or loss of the Partnership for such period, as determined for federal income tax purposes under the accounting method used by the Partnership, with the following adjustments: (a) Any income of the Partnership that is exempt from federal income tax and

Section 5.6 — Tax Allocations (a) General Rule. Tax items of income, gain, loss, deduction, and credit shall generally be allocated among the Partners in a manner consistent with the allocations of the corresponding items of book income, gain, loss, and deduction under this Article V, except as otherwise required by Section 704(c) of the Code and the Treasury Regulations thereunder. (b) Partnership Representative. Th

Section 6.1 — Timing of Distributions Distributions shall be made at such times and in such amounts as the General Partner determines in its sole discretion, following the receipt by the Partnership of proceeds from the disposition (in whole or in part) of the Investment or from dividends, interest, or other sources of income attributable to the Investment. All Distributions shall be made in cash, denominated in Unit

Section 6.2 — Distribution Waterfall Distributions of Distributable Cash shall be made in the following order of priority: (a) Return of Capital. First, one hundred percent (100%) to the Limited Partners, pro rata in proportion to their respective Capital Contributions, until each Limited Partner has received cumulative Distributions under this clause (a) equal to the aggregate amount of such Limited Partner's Capita

Section 6.3 — Carried Interest The Carried Interest Percentage shall be ten percent (10%) of net profits in excess of the Preferred Return Amount, as reflected in the Distribution waterfall set forth in Section 6.2. For the avoidance of doubt, the Carried Interest is payable solely from Partnership Distributions and not from Management Fees, there being no Management Fees payable hereunder. The Carried Interest is su

Section 6.4 — Management Fee No management fee shall be charged to the Partnership or to any Limited Partner. The Management Fee is zero dollars ($0). For the avoidance of doubt, no management fee, monitoring fee, transaction fee, advisory fee, or similar fee shall be payable by the Partnership to the General Partner, Ridgeline Management, or any of their respective Affiliates.

Section 6.5 — GP Clawback Upon the final liquidation and winding up of the Partnership, the General Partner shall return to the Partnership one hundred percent (100%) of any "Excess Amount" received as Carried Interest Distributions (the "GP Clawback"), such that, after giving effect to all Distributions made over the life of the Partnership (including any amounts returned pursuant to this Section 6.5), the General P

Section 6.6 — Withholding The General Partner is authorized to withhold from any Distribution to any Partner any amounts that the Partnership is required to withhold under applicable federal, state, local, or foreign tax laws or regulations. Any amounts so withheld shall be treated as having been distributed to the applicable Partner for all purposes of this Agreement, including for purposes of the Distribution water

Section 6.7 — Distributions In-Kind Distributions in kind (i.e., distributions of property other than cash) shall not be made except with the prior written approval of a majority of the LPAC. Any in-kind distributions approved by the LPAC shall be valued at fair market value as determined by . For purposes of the Distribution waterfall in Section 6.2, in-kind distributions shall be treated as cash distributions in th

Section 6.8 — Tax Distributions The General Partner shall use commercially reasonable efforts to distribute, prior to March 15 of each year, to each Partner an amount (a "Tax Distribution") sufficient to enable such Partner to pay its estimated federal and applicable state income tax liability arising from allocations of Partnership income for the prior Fiscal Year. The amount of each Partner's Tax Distribution shall

ARTICLE VII — MANAGEMENT; POWERS AND DUTIES OF THE GENERAL PARTNER

Section 7.1 — Management Authority The General Partner shall have full, exclusive, and complete authority, power, and discretion to manage, control, administer, and operate the business and affairs of the Partnership, subject only to the terms and conditions of this Agreement and the Act. The General Partner shall manage the Partnership in a manner consistent with the investment strategy of Fund IV as it relates to t

Section 7.2 — Specific Powers of the GP Without limiting the generality of Section 7.1, the General Partner shall have the power and authority, on behalf of and in the name of the Partnership, to, among other things: (a) Make, hold, monitor, and dispose of the Investment, including the exercise of all rights of the Partnership as a holder of AcquisitionCo Equity, such as voting rights, consent rights, and information

Section 7.3 — Actions Requiring LPAC Approval Notwithstanding the broad authority granted to the General Partner under Sections 7.1 and 7.2, the following actions shall require the prior written approval of a majority of the members of the LPAC (i.e., at least two (2) of three (3) LPAC members): (a) Any borrowing by the Partnership in an aggregate principal amount in excess of One Million Dollars ($1,000,000), other