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Contract analysis / investor-questionnaire-pellegrino.docx
investor-questionnaire-pellegrino.docx
1027-00002 · 36 clauses
High · 2 Medium · 6 Standard · 0
Section 1.1 — Legal Name and Structure
Section 1.1 — Legal Name and Structure Full Legal Name of the Investor: Pellegrino Capital Group LLC Trade Names / Doing Business As: The Investor is informally known as "Pellegrino" or "PCG." The Investor does not maintain any formal d/b/a registrations. Entity Type: Limited Liability Company Jurisdiction of Formation / Organization: State of Delaware. Pellegrino Capital Group LLC was formed under the Delaware Limit
Section 1.2 — Principal Office Address
Section 1.2 — Principal Office Address The principal office of the Investor is located at the following address: Pellegrino Capital Group LLC 1440 Brickell Avenue, Suite 3200 Miami, FL 33131 United States of America Telephone: [To be provided by Investor] Email: [To be provided by Investor] All correspondence and notices to the Investor shall be directed to the principal office address set forth above, unless the Inv
Section 1.3 — Notice and Communication Details
Section 1.3 — Notice and Communication Details Primary Contact for Notices Under the Partnership Agreement: Name: Adriana Voss Title: Vice President & General Counsel Address: 1440 Brickell Avenue, Suite 3200, Miami, FL 33131 Email: [To be provided by Investor] Telephone: [To be provided by Investor] Ms. Voss is designated as the primary point of contact for all legal and administrative notices under the Partnership
Section 1.4 — Legal Counsel
Section 1.4 — Legal Counsel The Investor is represented by the following legal counsel in connection with this subscription and the transactions contemplated hereby: Firm: Calderwood & Harkness LLP Address: 200 South Biscayne Boulevard, Suite 4100, Miami, FL 33131 Lead Contact: Nicholas Stern, Responsible Partner, Funds & Asset Management Matter Number: 1027-00002 Calderwood & Harkness LLP has reviewed this Questionn
Section 1.5 — Tax / Accounting Advisor
Section 1.5 — Tax / Accounting Advisor The Investor's tax and accounting matters are managed by the following advisor: Firm: Whitfield Greer & Associates LLP Address: 100 SE 2nd Street, Suite 2800, Miami, FL 33131 Lead Contact: Robert K. Anand, CPA, Engagement Partner Whitfield Greer & Associates LLP has assisted the Investor in preparing the tax-related representations contained in this Questionnaire, including with
Section 2.1 — Authorized Signatories
Section 2.1 — Authorized Signatories The following individual is authorized to execute this Questionnaire, the Subscription Agreement, the Partnership Agreement, and any related documents on behalf of the Investor: Mr. Pellegrino is the sole individual authorized to bind the Investor with respect to investment commitments, capital calls, and the execution and delivery of legal documents related to the Partnership. Ev
Section 2.2 — Beneficial Owners
Section 2.2 — Beneficial Owners In accordance with the requirements of the Financial Crimes Enforcement Network ("FinCEN") Customer Due Diligence Rule (31 C.F.R. § 1010.230) and the General Partner's anti-money laundering compliance procedures, the Investor is required to identify each individual who, directly or indirectly, (i) owns twenty-five percent (25%) or more of the equity interests of the Investor, or (ii) o
Section 2.3 — Organizational Chart
Section 2.3 — Organizational Chart The Investor has been requested to attach an organizational chart showing the ownership structure of the Investor and any entities through which the Investor holds its interest in the Partnership. The Investor's investment in the Partnership is being made directly by Pellegrino Capital Group LLC; there is no intermediate holding entity between the Investor and the Partnership. A com
Section 3.1 — U.S. Tax Classification
Section 3.1 — U.S. Tax Classification Is the Investor a U.S. person for U.S. federal income tax purposes? Yes. The Investor is a domestic limited liability company organized under the laws of the State of Delaware and is treated as a U.S. person within the meaning of Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the "Code"). U.S. Federal Tax Classification. Please check the applicable classifi
Section 3.2 — Taxpayer Identification
Section 3.2 — Taxpayer Identification Employer Identification Number (EIN): 84-3291047 IRS Form W-9: A completed IRS Form W-9 for the Investor is attached hereto as Exhibit A. The Form W-9 certifies the Investor's taxpayer identification number and confirms that the Investor is not subject to backup withholding. Is the Investor subject to backup withholding under Section 3406 of the Internal Revenue Code? No. The Inv
Section 3.3 — Tax-Exempt Status
Section 3.3 — Tax-Exempt Status Is the Investor a tax-exempt organization described in Section 501(a) of the Internal Revenue Code? No. The Investor is a taxable entity organized as a limited liability company and does not claim any exemption from federal income taxation. Is the Investor a "foundation" within the meaning of Section 4946 of the Internal Revenue Code? No. The Investor is not a private foundation, and n
Section 3.4 — K-1 Delivery Information
Section 3.4 — K-1 Delivery Information The Investor requests that Schedule K-1s (IRS Form 1065, Schedule K-1) be delivered as follows: K-1 Delivery Address: Pellegrino Capital Group LLC 1440 Brickell Avenue, Suite 3200 Miami, FL 33131 Attn: Daniella R. Pellegrino, Chief Financial Officer Copy to Tax Advisor: Whitfield Greer & Associates LLP 100 SE 2nd Street, Suite 2800 Miami, FL 33131 Attn: Robert K. Anand, CPA, Eng
Section 3.5 — State Tax Nexus Medium
⚑ Liability cap to check against exposure
Section 3.5 — State Tax Nexus List all U.S. states in which the Investor currently files income or franchise tax returns: • Florida — No state income tax. The Investor files an annual report with the Florida Department of State, Division of Corporations, and pays the applicable annual report fee, but does not file a state income tax return. • Delaware — The Investor pays the Delaware annual franchise tax applicable t
Section 4.1 — Plan Assets
Section 4.1 — Plan Assets The following questions are designed to determine whether the Investor's commitment to the Partnership involves "plan assets" subject to the fiduciary responsibility and prohibited transaction provisions of Title I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Code. Is the Investor, or is any portion of the assets used to fund the Invest
Section 4.2 — "25% Test" Representation High
⚑ Non-compete / exclusivity restraint
Section 4.2 — "25% Test" Representation Even if the Investor is not itself an employee benefit plan or other plan subject to ERISA, it is necessary to determine whether "benefit plan investors" (as defined in Section 3(42) of ERISA) hold twenty-five percent (25%) or more of the value of any class of equity interests in the Investor, as determined in accordance with Department of Labor Regulation Section 2510.3-101(f)
Section 5.1 — FATCA Status (Foreign Account Tax Compliance Act)
Section 5.1 — FATCA Status (Foreign Account Tax Compliance Act) The following questions relate to the Investor's status under the Foreign Account Tax Compliance Act ("FATCA"), as set forth in Sections 1471 through 1474 of the Code and the Treasury Regulations promulgated thereunder. Is the Investor a "foreign financial institution" ("FFI") as defined in Section 1471(d)(4) of the Internal Revenue Code? No. The Investo
Section 5.2 — Common Reporting Standard (CRS)
Section 5.2 — Common Reporting Standard (CRS) The following questions relate to the Investor's status under the Organisation for Economic Co-operation and Development ("OECD") Common Reporting Standard ("CRS") for the automatic exchange of financial account information. Is the Investor a "Reportable Person" under the OECD Common Reporting Standard? Not applicable. The Investor is organized and tax-resident in the Uni
Section 6.1 — AML Certifications Medium
⚑ Forum / governing law
Section 6.1 — AML Certifications The Investor hereby certifies, represents, and warrants to the General Partner as follows: (a) The Investor is not, and no person or entity that directly or indirectly owns or controls the Investor is, (i) listed on the Specially Designated Nationals and blocked Persons List (the "SDN List") maintained by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"),
Section 6.2 — OFAC / Sanctions Representation
Section 6.2 — OFAC / Sanctions Representation Is the Investor, or any of its direct or indirect owners, directors, officers, or employees, a "Specially Designated National" or "Blocked Person" under any OFAC sanctions program? No. Is the Investor located in, or conducting business with persons or entities in, any OFAC-sanctioned country or territory? No. The Investor's business activities are conducted principally in
Section 6.3 — USA PATRIOT Act Medium
⚑ Liability cap to check against exposure
Section 6.3 — USA PATRIOT Act The Investor acknowledges that the General Partner may be required to verify the identity of the Investor and its beneficial owners pursuant to the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the "USA PATRIOT Act") (Title III of Pub. L. 107-56) and the implementing regulations promulgated by the U.S. Departmen
Section 7.1 — Accredited Investor Status
Section 7.1 — Accredited Investor Status Is the Investor an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the "Securities Act")? Yes. The Investor qualifies as an accredited investor on the following basis (check all that apply): • [ ] Rule 501(a)(1) — Any bank as defined in Section 3(a)(2) of the Securities Act, or any savings and loan association or ot
Section 7.2 — Qualified Purchaser Status
Section 7.2 — Qualified Purchaser Status Is the Investor a "qualified purchaser" as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended (the "Investment Company Act")? Yes. Basis for Qualified Purchaser Status: The Investor is a "qualified purchaser" within the meaning of Section 2(a)(51)(A)(iv) of the Investment Company Act, as a person (other than a natural person) acting for its own accou
Section 7.3 — Qualified Eligible Person / Other
Section 7.3 — Qualified Eligible Person / Other Is the Investor a "qualified eligible person" or "qualified eligible participant" under CFTC Regulation 4.7? Not applicable. The Partnership does not trade commodity interests and does not operate as a commodity pool within the meaning of the Commodity Exchange Act. Accordingly, this classification is not relevant to the Investor's subscription. Is the Investor a "knowl
Section 7.4 — Investment Representations Medium
⚑ Forum / governing law
Section 7.4 — Investment Representations The Investor makes the following representations and warranties with respect to its investment in the Partnership: (a) The Investor is acquiring its limited partnership interest in the Partnership for its own account, for investment purposes only, and not with a view to the distribution, resale, or other disposition thereof in violation of the Securities Act or any applicable
Section 8.1 — Registration and Regulatory Status
Section 8.1 — Registration and Regulatory Status Is the Investor registered as an investment adviser under the Investment Advisers Act of 1940 or any state securities law? To be confirmed. Pellegrino Capital Group LLC may operate under the family office exemption from registration under Section 202(a)(11)(G) of the Investment Advisers Act of 1940 and Rule 202(a)(11)(G)-1 promulgated thereunder. If the Investor qualif
Section 8.2 — Bad Actor Disqualification
Section 8.2 — Bad Actor Disqualification Is the Investor, or any of its directors, executive officers, general partners, managing members, or persons owning 20% or more of its outstanding voting equity securities, subject to any of the disqualifying events set forth in Rule 506(d) of Regulation D under the Securities Act? No. Neither the Investor nor any of its managing members, executive officers, or twenty-percent
Section 8.3 — Litigation and Proceedings Medium
⚑ Forum / governing law
Section 8.3 — Litigation and Proceedings Is the Investor currently subject to, or has it been subject to within the past five (5) years, any material legal proceeding, regulatory investigation, or enforcement action? No. To the best of the Investor's knowledge, after reasonable inquiry, the Investor is not currently, and has not been within the past five (5) years, a party to or the subject of any material legal proc
Section 9.1 — Capital Commitment
Section 9.1 — Capital Commitment The Investor's capital commitment of $25,000,000 represents approximately one-third of the aggregate capital commitments of the Partnership, which total $75,000,000. Through the Partnership's investment in Clarion Holdings Acquisition Corp., the Investor will hold an indirect economic interest of approximately 10.0% in the total equity capitalization of AcquisitionCo (based on total e
Section 9.2 — Wire Transfer / Funding Information Medium
⚑ Assignment / subcontracting
Section 9.2 — Wire Transfer / Funding Information The following wire transfer instructions shall be used for the Investor's outgoing capital contributions to the Partnership: Note: The wire transfer instructions set forth above are for outgoing capital contributions from the Investor to the Partnership. Wire transfer instructions for incoming distributions from the Partnership to the Investor may differ from the fore
Section 11.1 — Certification
Section 11.1 — Certification The undersigned, on behalf of the Investor, hereby certifies, represents, and warrants to the General Partner as follows: (a) All information set forth in this Questionnaire is true, correct, and complete in all material respects as of the date hereof. No representation or statement contained herein contains any untrue statement of a material fact or omits to state a material fact necessa
Section 11.2 — Signature block High
⚑ Penalty / liquidated damages
Section 11.2 — Signature block IN WITNESS WHEREOF, the undersigned has executed this Investor Questionnaire as of the date first written above. PELLEGRINO CAPITAL GROUP LLC By: ________ Name: Marco A. Pellegrino Title: Founder & Managing Member Date: January 30, 2026 EXHIBITS AND ATTACHMENTS Exhibit A — IRS Form W-9 A completed IRS Form W-9 (Request for Taxpayer Identification Number and Certification) for the Invest
1. Certificate of Formation of Pellegrino Capital Group LLC, as filed with the Secretary
1. Certificate of Formation of Pellegrino Capital Group LLC, as filed with the Secretary of State of the State of Delaware.
2. Certificate of Good Standing for Pellegrino Capital Group LLC, issued by the Delaware
2. Certificate of Good Standing for Pellegrino Capital Group LLC, issued by the Delaware Secretary of State, confirming that the Investor is in good standing under the laws of the State of Delaware as of a recent date.
3. Foreign Qualification Certificate (Certificate of Authority) for Pellegrino Capital Gr
3. Foreign Qualification Certificate (Certificate of Authority) for Pellegrino Capital Group LLC, issued by the Florida Department of State, Division of Corporations, confirming that the Investor is authorized to transact business in the State of Florida. Exhibit C — Organizational Chart An organizational chart is attached to this Questionnaire illustrating the ownership structure of the Investor and the investment c
1. Resolutions / Written Consent of the Members of Pellegrino Capital Group LLC. A copy o
1. Resolutions / Written Consent of the Members of Pellegrino Capital Group LLC. A copy of the written consent or resolutions adopted by the members of Pellegrino Capital Group LLC authorizing: (a) the execution and delivery of the Subscription Agreement, the Amended and Restated Limited Partnership Agreement, any side letter or ancillary documents, and this Investor Questionnaire; (b) the making of a capital commitm
2. Incumbency Certificate. An incumbency certificate for Pellegrino Capital Group LLC ide
2. Incumbency Certificate. An incumbency certificate for Pellegrino Capital Group LLC identifying Marco A. Pellegrino as Founder & Managing Member and confirming that Mr. Pellegrino is duly authorized to bind the Investor with respect to the transactions contemplated by the Subscription Agreement and the Partnership Agreement. [Remainder of page intentionally left blank] Field | Detail Name | Marco A. Pellegrino Titl