Contract analysis

ARTICLE I — SUBSCRIPTION; CAPITAL COMMITMENT

Section 1.1 — Subscription for Limited Partnership Interest The Subscriber hereby irrevocably subscribes for a limited partnership interest (an "Interest") in the Partnership, subject to the terms and conditions of this Agreement and the Partnership Agreement. The Subscriber's capital commitment to the Partnership shall be Twenty-Five Million Dollars ($25,000,000) (the "Capital Commitment"), representing approximatel

Section 1.2 — Acceptance of Subscription The General Partner may accept or reject the Subscriber's subscription, in whole or in part, in its sole and absolute discretion, without obligation to provide any reason therefor. The Subscriber's subscription shall be deemed accepted upon execution and delivery of this Agreement by the General Partner and the admission of the Subscriber as a limited partner of the Partnershi

Section 1.3 — Partnership Agreement The Subscriber hereby acknowledges that it has received, reviewed, and understands the Partnership Agreement, including all exhibits, annexes, and schedules attached thereto. The Subscriber further acknowledges that it has had the opportunity to review the Partnership Agreement with its legal counsel, Calderwood & Harkness LLP, and its tax and accounting advisors, Whitfield Greer &

Section 1.4 — Capital Contributions (a) The Subscriber agrees to fund one hundred percent (100%) of its Capital Commitment, in an amount equal to Twenty-Five Million Dollars ($25,000,000), at the closing of the Partnership's investment in AcquisitionCo (the "Closing"), which is currently expected to occur on January 30, 2026, or such other date as may be determined by the General Partner. (b) Capital calls shall be m

Section 1.5 — Default (a) If the Subscriber fails to fund any capital call, in whole or in part, within the time period specified in the applicable Capital Call Notice (after giving effect to any cure period set forth in the Partnership Agreement), the Subscriber shall be deemed a "Defaulting Limited Partner" under the Partnership Agreement and shall be subject to the default remedies set forth therein. (b) Without l

ARTICLE II — REPRESENTATIONS AND WARRANTIES OF THE SUBSCRIBER The Subscriber hereby makes the following representations and warranties to the General Partner and the Partnership as of the date hereof and as of the date of each capital contribution made by the Subscriber to the Partnership:

Section 2.1 — Organization and Good Standing The Subscriber is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Subscriber is duly qualified and in good standing as a foreign limited liability company in the State of Florida and in each other jurisdiction in which the nature of its business or the ownership or leasing of its properties req

Section 2.2 — Authorization; Binding Obligation The Subscriber has full limited liability company power and authority to execute, deliver, and perform its obligations under this Agreement, the Partnership Agreement, and any Side Letter entered into in connection herewith. The execution, delivery, and performance of this Agreement and all related documents and instruments have been duly authorized by all necessary lim

Section 2.3 — No Conflicts The execution, delivery, and performance of this Agreement and the Partnership Agreement by the Subscriber do not and will not: (a) violate, conflict with, or result in a breach of any provision of the Subscriber's certificate of formation, operating agreement, or other organizational or governing documents; (b) violate any applicable law, statute, rule, regulation, order, judgment, injunct

Section 2.4 — Accredited Investor Status The Subscriber represents and warrants that it is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"). Specifically, the Subscriber qualifies as an accredited investor on the basis that it is an entity, not formed for the specific purpose of acquiring the securities offe

Section 2.5 — Sophisticated Investor; Investment Experience The Subscriber, either alone or together with its professional advisors, has such knowledge, sophistication, and experience in financial, tax, and business matters, and particularly in the area of private equity and co-investment transactions, as to be capable of evaluating the merits and risks of an investment in the Partnership and of making an informed de

Section 2.6 — Investment Intent; Restricted Securities The Subscriber is acquiring the Interest for its own account, for investment purposes only, and not with a view to, or for offer or sale in connection with, any distribution, resale, or other disposition thereof, in whole or in part, in violation of the Securities Act or any applicable state securities laws. The Subscriber acknowledges that the Interest constitut

Section 2.7 — No ERISA Plan Assets The Subscriber represents and warrants that: (a) It is not, and is not acting on behalf of, an "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"); (b) It is not, and is not acting on behalf of, a "plan" as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the "Code"); (c) It is

Section 2.8 — Tax Status The Subscriber represents and warrants as follows with respect to its tax status: (a) The Subscriber's United States federal taxpayer identification number (Employer Identification Number) is 84-3291047. (b) The Subscriber is a "United States person" within the meaning of Section 7701(a)(30) of the Code for federal income tax purposes. (c) The Subscriber is not subject to backup withholding u

Section 2.9 — Anti-Money Laundering Representations The Subscriber represents and warrants as follows: (a) No part of the funds used or to be used to acquire the Interest constitutes or will constitute the proceeds of any criminal activity, illegal enterprise, or unlawful source of income, and the Subscriber has not engaged in, and will not engage in, any transaction designed to evade or circumvent any applicable ant

Section 2.10 — FATCA and CRS Representations The Subscriber represents and warrants that it is not a "foreign financial institution" or a "non-financial foreign entity" (each as defined in Sections 1471 through 1474 of the Code and the Treasury Regulations promulgated thereunder, collectively, "FATCA") that is subject to withholding under FATCA. The Subscriber agrees to provide any additional documentation, certifica

Section 2.11 — Beneficial Ownership The beneficial owner of the Subscriber is Marco A. Pellegrino, Founder and Managing Member of Pellegrino Capital Group LLC. The Subscriber will provide, or has provided, a completed Beneficial Ownership Certification in compliance with applicable Customer Due Diligence ("CDD") requirements promulgated by the Financial Crimes Enforcement Network ("FinCEN") of the U.S. Department of

Section 2.12 — No Governmental or Regulatory Approvals Required No consent, approval, order, or authorization of, or registration, qualification, designation, declaration, or filing with, any federal, state, local, or foreign governmental authority, regulatory body, or self-regulatory organization is required on the part of the Subscriber in connection with the execution, delivery, and performance of this Agreement,

Section 2.13 — No General Solicitation The Subscriber's Interest was not offered to the Subscriber by any form of "general solicitation" or "general advertising" within the meaning of Rule 502(c) of Regulation D promulgated under the Securities Act, including, without limitation, any advertisement, article, notice, or other communication published in any newspaper, magazine, or similar media or broadcast over televis

Section 2.14 — Reliance on Own Advisors The Subscriber has been advised to consult with, and has in fact consulted with, its own independent legal counsel, Calderwood & Harkness LLP, 200 South Biscayne Boulevard, Suite 4100, Miami, FL 33131 (Attention: Nicholas Stern), and its own independent tax and accounting advisors, Whitfield Greer & Associates LLP, 100 SE 2nd Street, Suite 2800, Miami, FL 33131 (Attention: Robe

Section 2.15 — Continuing Representations The Subscriber agrees that the representations and warranties contained in this Article II shall be deemed to be made and given on and as of the date hereof and on and as of the date of each capital contribution made by the Subscriber to the Partnership, and such representations and warranties shall survive the Closing and shall continue in full force and effect for so long a

ARTICLE III — REPRESENTATIONS AND WARRANTIES OF THE GENERAL PARTNER The General Partner hereby makes the following representations and warranties to the Subscriber as of the date hereof:

Section 3.1 — Organization and Good Standing The General Partner, Ridgeline-Clarion Co-Invest GP LLC, is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Partnership, Ridgeline-Clarion Co-Invest, L.P., is a limited partnership duly formed and validly existing under the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. § 17-101, e

Section 3.2 — Authorization The General Partner has full limited liability company power and authority to execute and deliver this Agreement and to perform its obligations hereunder, including, without limitation, the authority to admit the Subscriber as a limited partner of the Partnership. The execution, delivery, and performance of this Agreement have been duly authorized by all necessary limited liability company

Section 3.3 — Partnership Agreement The General Partner has provided the Subscriber with a true, correct, and complete copy of the Partnership Agreement, including all exhibits, annexes, and schedules thereto. As of the date hereof, the Partnership Agreement is in full force and effect and has not been amended, modified, supplemented, or waived, except as set forth therein. The General Partner shall promptly provide

ARTICLE IV — POWER OF ATTORNEY

Section 4.1 — Appointment The Subscriber hereby irrevocably constitutes and appoints the General Partner (Ridgeline-Clarion Co-Invest GP LLC) and any authorized officer, manager, or member thereof, with full power of substitution and resubstitution, as the Subscriber's true and lawful attorney-in-fact, to act in the Subscriber's name, place, and stead, with full power and authority to: (a) Execute, acknowledge, deliv

Section 4.2 — Nature of Appointment The power of attorney granted by the Subscriber pursuant to this Article IV is coupled with an interest and shall be irrevocable. Such power of attorney shall survive and shall not be affected by the subsequent death, disability, incapacity, incompetency, dissolution, termination, bankruptcy, insolvency, or legal disability of the Subscriber and shall extend to the Subscriber's hei

ARTICLE V — ADDITIONAL COVENANTS AND AGREEMENTS

Section 5.1 — Further Assurances The Subscriber agrees to execute and deliver such additional documents, instruments, conveyances, and assurances, and to take such further actions, as may be reasonably requested by the General Partner from time to time to carry out the provisions and purposes of this Agreement and the Partnership Agreement, to confirm the Subscriber's Interest in the Partnership, and to consummate an

Section 5.2 — Confidentiality (a) The Subscriber acknowledges that in connection with its investment in the Partnership, it has received and may in the future receive confidential and proprietary information concerning the Partnership, the General Partner, Ridgeline Equity Management LLC, Fund IV, AcquisitionCo, Clarion, and the transactions contemplated hereby (collectively, "Confidential Information"). The Subscrib

Section 5.3 — Transfer Restrictions The Subscriber acknowledges and agrees that it may not transfer, sell, assign, pledge, hypothecate, encumber, or otherwise dispose of all or any part of its Interest in the Partnership except in strict accordance with the transfer restrictions set forth in the Partnership Agreement, including, without limitation: (a) the requirement that the Subscriber obtain the prior written cons

Section 5.4 — Tax Reporting Cooperation The Subscriber agrees to cooperate fully with the General Partner and the Partnership's tax advisors in providing such information, documentation, and certifications as may be reasonably necessary or appropriate for the preparation of the Partnership's federal, state, local, and foreign tax returns and information reports, and for the timely delivery of Internal Revenue Service

Section 5.5 — Notification of Changes The Subscriber shall promptly notify the General Partner in writing of any change in the Subscriber's legal name, principal office address, mailing address, telephone number, email address, taxpayer identification number, organizational structure, jurisdiction of organization or qualification, registered agent, beneficial ownership, authorized representatives, or any other inform

Section 6.1 — Subscriber Indemnification The Subscriber agrees to indemnify, defend, and hold harmless the General Partner, the Partnership, Ridgeline Equity Management LLC, Fund IV, and their respective officers, directors, managers, members, partners, employees, agents, representatives, successors, assigns, and affiliates (each, an "Indemnified Party" and collectively, the "Indemnified Parties") from and against an

Section 7.1 — Governing Law This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (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.

Section 7.2 — Jurisdiction and Venue Each Party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery declines jurisdiction, the Superior Court of the State of Delaware, or, if the Superior Court also declines jurisdiction, the United States District Court for the District of Delaware) for any action, suit, or proce

Section 7.3 — Waiver of Jury Trial EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING, ACTION, SUIT, CLAIM, COUNTERCLAIM, OR CROSS-CLAIM ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, THE PARTNERSHIP AGREEMENT, OR ANY SIDE LETTER, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH P

Section 7.4 — Entire Agreement This Agreement, together with the Partnership Agreement and any Side Letter entered into between the General Partner and the Subscriber, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, proposals, representations, warranties, commitments, undertakings, and understandings

Section 7.5 — Amendments This Agreement may not be amended, modified, supplemented, restated, or waived except by a written instrument duly executed by the Subscriber and the General Partner. No waiver by either Party of any breach or default of the other Party under this Agreement shall be deemed a waiver of any subsequent breach or default, and no waiver shall be effective unless made in writing and signed by the w

Section 7.6 — Severability If any provision of this Agreement, or the application of any such provision to any person or circumstance, is held by a court of competent jurisdiction or arbitral tribunal to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect the validity, legality, or enforceability of any other provision of this Agreement, and all othe

Section 7.7 — Notices All notices, requests, demands, consents, instructions, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given: (a) when delivered personally or by hand; (b) one (1) business day after being sent by nationally recognized overnight courier service (with proof of delivery); or (c) when sent by electronic mail

Section 7.8 — Successors and Assigns This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, executors, administrators, legal representatives, permitted successors, and permitted assigns. The Subscriber may not assign, delegate, or transfer this Agreement or any of its rights, interests, or obligations hereunder to any person without the prior written consent of the Ge

Section 7.9 — Counterparts This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution and delivery of this Agreement by exchange of facsimile copies, portable document format (.pdf) copies, or copies bearing electronic signatures (including through any electronic signature platform such as Docu

Section 7.10 — No Third-Party Beneficiaries Except as expressly set forth in Article VI (with respect to the Indemnified Parties), nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity other than the Parties hereto and their respective permitted successors and assigns any rights, benefits, remedies, obligations, or liabilities of any nature whatsoever under or by reas

Section 7.11 — Headings The article and section headings contained in this Agreement are included for convenience of reference only and shall not affect in any way the meaning, interpretation, or construction of any provision of this Agreement. [Remainder of this page intentionally left blank. Signature pages follow.] SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT RIDGELINE-CLARION CO-INVEST, L.P. IN WITNESS WHEREOF, the S