Contract analysis

Section 1. Definitions; Construction 1.1 Defined Terms. Capitalized terms used but not otherwise defined in this Side Letter shall have the meanings ascribed to such terms in the Partnership Agreement. For purposes of this Side Letter, the following additional definitions shall apply: (a) "AcquisitionCo" means Clarion Holdings Acquisition Corp., a Delaware corporation formed for the purpose of acquiring all of the ou

Section 2. Most-Favored-Nation Rights 2.1 Grant of MFN Rights. If the General Partner, at any time during the term of the Partnership, enters into any side letter, supplemental agreement, letter agreement, or similar arrangement with any other limited partner of the Partnership or any person acquiring a limited partnership interest in the Partnership (each, an "Other Side Letter") that provides such other limited par

Section 3. Limited Partner Advisory Committee Seat 3.1 Appointment. The General Partner hereby agrees to appoint, and the Limited Partner shall be entitled to designate, one (1) representative to serve on the limited partner advisory committee of the Partnership (the "LPAC"). As of the Effective Date, the LPAC shall consist of three (3) members, and the Limited Partner's designation of one (1) member shall constitute

Section 4. Future Co-Investment Allocation Rights 4.1 Pro Rata Allocation Right. If Ridgeline Equity Management LLC, Ridgeline Equity Partners GP IV LLC, or any affiliate of either of the foregoing (including, without limitation, any successor fund general partner, fund management entity, or co-investment vehicle sponsored or managed by any of the foregoing) (collectively, the "Ridgeline Entities") sponsors, organize

Section 5. Enhanced Reporting Rights 5.1 Monthly Operating Dashboards. In addition to, and without limiting, the information rights set forth in the Partnership Agreement (including, without limitation, annual audited financial statements of the Partnership and AcquisitionCo to be delivered within one hundred twenty (120) days of each fiscal year-end, quarterly unaudited financial statements to be delivered within si

Section 6. ESG Reporting 6.1 Annual ESG Summary. The General Partner shall cause the Partnership and/or AcquisitionCo to prepare and provide to the Limited Partner an annual summary report addressing environmental, social, and governance ("ESG") matters with respect to Clarion's operations (the "Annual ESG Summary"). The Annual ESG Summary shall be delivered to the Limited Partner within one hundred twenty (120) days

Section 7. Excuse and Exclusion Protections 7.1 No Excuse or Exclusion Without Consent. Notwithstanding anything to the contrary contained in the Partnership Agreement (including, without limitation, any provisions thereof permitting the General Partner to excuse or exclude a limited partner from participation in any investment of the Partnership), the General Partner may not excuse or exclude the Limited Partner fro

Section 8. Tax Matters 8.1 Tax Information. For purposes of the Partnership's tax reporting and compliance obligations, the Limited Partner hereby confirms the following information: (a) The Limited Partner's taxpayer identification number (Employer Identification Number) is 84-3291047. (b) The Limited Partner is classified as a limited liability company formed under the laws of the State of Delaware and is foreign-q

Section 9. Notices 9.1 Notices to the Limited Partner. All notices, requests, demands, consents, approvals, and other communications required or permitted to be given under this Side Letter to the Limited Partner shall be in writing and shall be delivered to the Limited Partner at the following address: Pellegrino Capital Group LLC 1440 Brickell Avenue, Suite 3200 Miami, FL 33131 Attention: Adriana Voss, Vice Preside

Section 10. Confidentiality 10.1 Confidentiality of Side Letter. The terms, conditions, and existence of this Side Letter are confidential, and neither Party shall disclose or permit the disclosure of the terms, conditions, or existence of this Side Letter to any person other than: (a) such Party's directors, officers, employees, members, partners, legal advisors, tax advisors, and accounting advisors who have a bona

Section 11. Representations and Warranties 11.1 Representations of the General Partner. The General Partner hereby represents and warrants to the Limited Partner, as of the Effective Date, as follows: (a) The General Partner is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware. (b) The General Partner has full limited liability company power and au

Section 12. General Provisions 12.1 Governing Law. This Side Letter shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Each Party i