[sheet: Cover]

Field	Detail
Document Title	LPA and Side Letter Negotiation Tracker — Issues and Resolutions
Matter	Pellegrino Capital Group LLC Co-Investment alongside Ridgeline Equity Partners Fund IV, L.P.
Matter No.	1027-00002
Client	Pellegrino Capital Group LLC
Client Contact	Adriana Voss, VP & General Counsel; Marco A. Pellegrino, Founder & Managing Member
Counterparty Counsel	Hartwell Velmoran & Pratt LLP (Douglas W. Cheng, Partner; Meredith L. Tanaka, Associate)
Co-Invest Vehicle	Ridgeline-Clarion Co-Invest, L.P.
Co-Invest GP	Ridgeline-Clarion Co-Invest GP LLC
PCG Commitment	$25,000,000 (33.33% of $75,000,000 co-invest vehicle)
Negotiation Period	November 25, 2025 – January 24, 2026
First Draft LPA Received	November 25, 2025 (from Hartwell Velmoran & Pratt LLP)
C&H Initial Markup Delivered	December 6, 2025
Side Letter First Draft	December 10, 2025 (drafted by Calderwood & Harkness)
Negotiation Calls	January 6–17, 2026
Final Forms Agreed	January 24, 2026
Target Closing Date	January 30, 2026
Prepared By	Owen Fischer (Lead Associate) and Stephen Adler (Working Associate)
Supervised By	Nicholas Stern (Responsible Partner)
Firm	Calderwood & Harkness LLP, 200 South Biscayne Boulevard, Suite 4100, Miami, FL 33131
Classification	PRIVILEGED & CONFIDENTIAL — Attorney Work Product
Governing Law (LPA / Side Letter)	State of Delaware

[sheet: LPA Negotiation Tracker]

Item #	Category	LPA Section	Issue / Provision	Hartwell Velmoran Initial Draft Position (Nov 25, 2025)	Pellegrino / C&H Ask (Dec 6, 2025 Markup)	Negotiation Notes / Call Discussion	Resolution / Agreed Language	Status	Date Resolved	C&H Attorney
1	Economics — Carried Interest	Section 5.1(a)	Carried interest rate and calculation methodology	15% carried interest on net profits above a 7% preferred return; carry calculated on aggregate vehicle basis	Reduce carry to 10% (market for co-invest); increase preferred return to 8% compounded quarterly; carry calculated on deal-by-deal basis	Discussed on Jan 7 call. Sponsor pushed back on deal-by-deal carry calc. Agreed to whole-fund carry but with reduced rate. Confirmed 8% pref compounded quarterly acceptable to sponsor.	10% carried interest on net profits above 8% preferred return compounded quarterly; whole-fund (aggregate) carry calculation	Agreed	January 10, 2026	O. Fischer
2	Economics — Preferred Return	Section 5.1(b)	Preferred return rate and compounding	7% per annum preferred return, compounded annually	8% per annum, compounded quarterly	Discussed on Jan 7 call. Sponsor agreed to 8% rate. Compounding quarterly accepted after C&H noted market standard for co-invest vehicles.	8% per annum preferred return, compounded quarterly	Agreed	January 10, 2026	O. Fischer
3	Economics — Management Fee	Section 5.2	Management fee on co-invest vehicle	0.50% per annum on committed capital during investment period; 0.50% on invested capital thereafter	0% management fee (standard for co-invest vehicles alongside Fund IV)	Jan 7 call — sponsor initially resisted full waiver; C&H cited market practice. Sponsor conceded on Jan 9 follow-up.	0% management fee for the life of the co-invest vehicle	Agreed	January 9, 2026	O. Fischer
4	Economics — Organizational Expenses	Section 5.3	Cap on organizational expenses borne by co-investors	$250,000 cap, allocated pro rata among LPs	Reduce to $150,000 cap, allocated pro rata based on capital commitments	Discussed Jan 8. Sponsor agreed to $150,000 cap.	$150,000 organizational expenses cap, borne pro rata by co-investors based on capital commitments	Agreed	January 8, 2026	S. Adler
5	Economics — GP Clawback	Section 5.4	GP obligation to return excess carried interest at liquidation	No GP clawback provision included in initial draft	Insert 100% GP clawback of excess carried interest at liquidation, with interim true-up annually	Strong push from C&H on Jan 7 and Jan 10 calls. Sponsor agreed to clawback at liquidation but resisted interim annual true-up. Compromise: clawback at liquidation only.	100% GP clawback of excess carried interest, tested and payable at liquidation of the vehicle	Agreed	January 13, 2026	O. Fischer
6	Economics — Distribution Waterfall	Section 5.5	Order of distributions	Standard four-tier waterfall: (i) return of capital, (ii) preferred return, (iii) GP catch-up, (iv) 85/15 split	Modify to: (i) return of capital, (ii) 8% preferred return (compounded quarterly), (iii) GP catch-up to 10% carry, (iv) 90/10 split consistent with 10% carry	Agreed consistent with carry reduction to 10%.	Four-tier waterfall: (i) return of capital, (ii) 8% preferred return, (iii) GP catch-up to 10%, (iv) 90/10 split (LPs/GP)	Agreed	January 10, 2026	O. Fischer
7	Governance — LPAC	Section 7.1	Limited Partner Advisory Committee composition and rights	3-member LPAC; GP to appoint all members at its discretion	Pellegrino entitled to one designated seat on the 3-member LPAC as of right; LPAC to have consent rights on conflicts of interest and related-party transactions	Discussed Jan 8. Sponsor agreed to Pellegrino's designated seat (to be documented in side letter). LPAC consent rights on conflicts accepted.	3-member LPAC; Pellegrino entitled to one seat (per side letter); LPAC consent rights on GP conflicts and related-party transactions	Agreed (LPA + Side Letter)	January 13, 2026	O. Fischer
8	Governance — Key Person	Section 7.3	Key person provisions and trigger events	No key person provision in initial draft	Insert key person clause: Julian T. Whitmore and Connor M. Rafferty as key persons; trigger if both cease active involvement; upon trigger, investment period suspended and LP vote required to continue or wind down	Sponsor pushed back on naming Whitmore (firm-wide leader); C&H insisted both must be named given hospitality sector expertise. Agreed on Jan 14 call after Rafferty's centrality to deal acknowledged.	Key person trigger if both Julian T. Whitmore and Connor M. Rafferty cease active involvement in management of the investment; upon trigger, investment period suspended pending majority LP vote	Agreed	January 14, 2026	O. Fischer
9	Governance — Removal of GP	Section 7.4	Ability of LPs to remove GP for cause	GP removal only upon fraud, gross negligence, or willful misconduct, requiring 75% LP vote	Reduce threshold to 66.67% LP vote; expand 'cause' definition to include material breach of LPA uncured for 30 days	Sponsor resisted expanding cause definition. Compromise reached on Jan 15: cause expanded to include material breach with 60-day cure period; vote threshold remains at 75%.	GP removal for cause (fraud, gross negligence, willful misconduct, or material uncured breach after 60-day cure period); requires 75% LP vote by commitment	Agreed	January 15, 2026	O. Fischer
10	Capital Calls — Mechanics	Section 3.1	Capital call notice period and funding mechanics	5 business days' prior written notice for capital calls	Extend to 10 business days' prior written notice; initial capital call of 100% of committed capital ($25,000,000) due at closing	Agreed on Jan 8 call. Sponsor accepted 10 business days as reasonable.	10 business days' prior written notice for capital calls; 100% of committed capital called at closing (January 30, 2026 funding deadline)	Agreed	January 8, 2026	S. Adler
11	Capital Calls — Defaults	Section 3.3	Default remedies for failure to fund capital call	100% forfeiture of defaulting LP's interest; non-defaulting LPs may elect to fund the shortfall	Reduce forfeiture to 50% of defaulting LP's interest; remaining 50% subordinated to non-defaulting LPs; 5 business day cure period before default declared	Discussed Jan 9. Sponsor conceded on 50% forfeiture with subordination. Cure period negotiated to 3 business days (compromise from 5).	Forfeiture of 50% of defaulting LP's interest; remaining 50% subordinated to distributions to non-defaulting LPs; 3 business day cure period	Agreed	January 13, 2026	S. Adler
12	Transfers — Restrictions	Section 8.1	Transfer restrictions on LP interests	No transfers without prior written GP consent (sole discretion); no ROFR	GP consent required (not to be unreasonably withheld); insert ROFR in favor of GP and other co-investors; transfers to affiliates and family members permitted without consent	Sponsor agreed to ROFR. GP consent standard remained at sole discretion but with carve-out for permitted transfers (affiliates and estate planning vehicles). No family member carve-out.	No transfers without GP consent (sole discretion); ROFR in favor of GP and other co-investors on any proposed transfer; permitted transfers to affiliates and estate planning vehicles without GP consent (subject to notice)	Agreed	January 14, 2026	S. Adler
13	Transfers — Tag-Along Rights	Section 8.2	Tag-along rights on sale by Ridgeline Fund IV	No tag-along provision in initial draft	Full tag-along right on any sale by Ridgeline Fund IV of its interest in AcquisitionCo; co-investors to participate pro rata on same terms and conditions	Discussed Jan 10 and Jan 14. Sponsor initially offered tag only on 100% sale. C&H pushed for full tag on any partial or total disposition. Agreed to full tag on Jan 16 call.	Full tag-along right for co-investors on any sale (partial or total) by Ridgeline Fund IV of its interest in Clarion Holdings Acquisition Corp., on same price, terms, and conditions, pro rata	Agreed	January 16, 2026	O. Fischer
14	Transfers — Drag-Along Rights	Section 8.3	Drag-along rights of GP / sponsor	GP may drag all co-investors on a sale of 50% or more of AcquisitionCo at any time	Limit drag to sale of 100% of AcquisitionCo only; drag must be at fair market value; co-investors receive same per-unit consideration as Fund IV	Sponsor agreed to limit drag to 100% sales. Fair market value standard and same per-unit price accepted.	GP may drag co-investors only on a sale of 100% of AcquisitionCo; sale must be at fair market value; co-investors receive same per-unit consideration as Ridgeline Fund IV	Agreed	January 16, 2026	O. Fischer
15	Reporting — Information Rights	Section 9.1	Scope and timing of financial reporting to LPs	Annual audited financials within 180 days of fiscal year-end; quarterly unaudited financials within 90 days of quarter-end; K-1s by April 15	Annual audited financials within 120 days; quarterly unaudited within 60 days; K-1s by March 15; add annual investor meeting	Discussed Jan 8. Sponsor agreed to tighten deadlines to 120 days / 60 days / March 15. Annual investor meeting rejected but annual written update letter agreed.	Annual audited financials within 120 days of fiscal year-end; quarterly unaudited financials within 60 days of quarter-end; Schedule K-1s by March 15 of each year; annual written portfolio update	Agreed	January 13, 2026	S. Adler
16	Reporting — Enhanced Reporting (Side Letter)	Section 9.2 / Side Letter	Monthly operating dashboards for Clarion — Pellegrino-specific	Not addressed in initial LPA draft	Monthly operating dashboards for Clarion Hospitality Holdings, Inc. within 30 days of month-end (to be documented in side letter)	Sponsor agreed to provide as side letter accommodation given Pellegrino's hospitality expertise and commitment size.	Monthly operating dashboards within 30 days of month-end; documented in Pellegrino side letter	Agreed (Side Letter)	January 14, 2026	O. Fischer
17	Tax — Allocation Methodology	Section 6.1	Tax allocation provisions under IRC Sections 704(b) and 704(c)	Standard 704(b) allocations; 704(c) remedial method; no specific co-investor protections	Confirm 704(b) economic effect equivalence; traditional method with curative allocations under 704(c); add tax distribution provisions (minimum distributions to cover LP tax liabilities)	Discussed Jan 10. Sponsor agreed to add tax distribution provision. 704(c) method remains remedial (sponsor preference); C&H conceded after coordinating with Whitfield Greer & Associates LLP (Robert K. Anand).	704(b) allocations with economic effect equivalence; 704(c) remedial method; tax distribution provision requiring minimum distributions to cover estimated LP tax liabilities on allocated income	Agreed	January 15, 2026	O. Fischer / S. Adler
18	Tax — Withholding	Section 6.3	Tax withholding obligations and indemnification	GP authorized to withhold taxes as required; amounts treated as distributions to affected LP	Acceptable as drafted; add requirement that GP provide 10 business days' advance notice of any withholding	Agreed on Jan 9. Minor point.	GP authorized to withhold; amounts treated as distributions; GP to provide 10 business days' advance notice of any withholding	Agreed	January 9, 2026	S. Adler
19	Defaults — Cure Period	Section 10.1	Notice and cure periods for LP defaults (non-funding)	Immediate default upon failure to fund; no cure period	Insert 5 business day cure period after written notice of default before forfeiture remedies apply	Compromise reached at 3 business days (see Item 11 above). Consistent treatment across all default provisions.	3 business day cure period after written notice before default remedies (forfeiture/subordination) take effect	Agreed	January 13, 2026	S. Adler
20	Excuse / Exclusion	Section 4.2	Right of LPs to be excused from investment; GP right to exclude LPs	GP has sole discretion to excuse or exclude any LP from the investment for any reason	Narrow excuse rights: LP may be excused only for bona fide legal or regulatory conflict (subject to GP approval, not to be unreasonably withheld); GP may not exclude any LP without LP's prior written consent	Discussed Jan 14. Sponsor agreed to narrow excuse/exclusion. Consent-based exclusion accepted. Additional protection for Pellegrino specifically documented in side letter.	LP excuse only for legal/regulatory conflict, subject to GP approval (not to be unreasonably withheld); GP may not exclude any LP without such LP's prior written consent	Agreed (LPA + Side Letter)	January 16, 2026	O. Fischer
21	Term & Extensions	Section 11.1	Term of the co-invest vehicle and GP extension rights	10-year term from initial closing; three 1-year GP extensions at sole discretion	10-year term; limit to two 1-year GP extensions; extensions require LP advisory committee consent	Sponsor agreed to two extensions. LPAC consent on extensions rejected; GP retains sole discretion on extensions.	10-year term from initial closing with two 1-year GP extensions at GP's sole discretion	Agreed	January 10, 2026	O. Fischer
22	Investment Period	Section 2.3	Investment period and follow-on commitment obligations	Investment period co-terminous with Ridgeline Fund IV; LPs may be required to fund follow-on investments up to 15% of original commitment	No follow-on commitment; co-invest vehicle limited to initial investment only	Discussed Jan 7. Sponsor agreed — co-invest vehicle is single-investment, no follow-on obligation.	Investment period co-terminous with Ridgeline Equity Partners Fund IV, L.P.; initial investment only, no follow-on commitment obligation	Agreed	January 7, 2026	O. Fischer
23	Indemnification	Section 12.1	Indemnification of GP and its affiliates	Broad indemnification of GP, its affiliates, officers, directors, employees; carve-out only for fraud	Narrow carve-out to exclude gross negligence, willful misconduct, and material breach of LPA in addition to fraud; cap LP indemnification obligation at LP's unfunded commitment	Sponsor agreed to expand carve-outs to include gross negligence and willful misconduct. Cap on LP indemnification at total capital commitment (not unfunded only) — compromise from C&H's position.	Indemnification of GP-related persons except for fraud, gross negligence, or willful misconduct; LP indemnification obligation capped at such LP's total capital commitment	Agreed	January 15, 2026	O. Fischer
24	Confidentiality	Section 13.1	Confidentiality obligations of LPs	Broad confidentiality covering all information; no carve-outs; 3-year survival post-termination	Add customary carve-outs for disclosures required by law, regulation, court order, or to LP's own advisors and affiliates under NDA; reduce survival to 2 years	Agreed on Jan 9. Standard carve-outs accepted. Survival period at 2 years.	Confidentiality obligations with carve-outs for legally required disclosures, disclosures to LP advisors/affiliates under NDA; 2-year survival post-termination	Agreed	January 9, 2026	S. Adler

25	Co-Investment with Fund IV — Parallel Terms	Section 2.1	Co-invest vehicle's relationship to Ridgeline Fund IV	Co-invest vehicle invests alongside Fund IV in Clarion Holdings Acquisition Corp.; no specific requirement for pari passu treatment	Add covenant that co-invest vehicle shall be treated pari passu with Fund IV on all economic terms (price per unit, distribution priority, exit timing)	Discussed Jan 10. Sponsor agreed to pari passu pricing and exit timing. Distribution priority follows co-invest waterfall (separate from Fund IV's 20% carry structure).	Co-invest vehicle invests on pari passu basis with Ridgeline Fund IV as to price per unit and exit timing; distribution waterfall per co-invest LPA terms (10% carry vs. Fund IV's 20%)	Agreed	January 13, 2026	O. Fischer
26	Amendments	Section 14.1	Amendment process for the LPA	GP may amend LPA with consent of majority in interest of LPs; GP may make non-material amendments without LP consent	Material amendments require 66.67% LP consent; any amendment adversely affecting a specific LP's economics requires that LP's consent; define 'material amendment'	Sponsor agreed to specific-LP consent for adverse economic changes. Material amendment definition added. Threshold remains majority in interest for general amendments.	Amendments require majority in interest LP consent; amendments adversely affecting a specific LP's economic rights require that LP's consent; GP may make non-material technical/administrative amendments without LP consent	Agreed	January 16, 2026	O. Fischer
27	Valuation	Section 6.5	Valuation methodology for portfolio company	GP determines fair market value in its sole discretion annually	Require annual independent third-party valuation; if disputed, LP may request second opinion at LP's expense	Sponsor rejected mandatory independent valuation. Compromise: GP determines FMV in good faith consistent with GAAP/ASC 820; independent valuation available upon request of LPAC at vehicle expense.	GP determines FMV in good faith consistent with ASC 820; independent valuation upon LPAC request at vehicle expense	Agreed	January 17, 2026	O. Fischer

[sheet: Side Letter Tracker]

Item #	Side Letter Provision	Initial C&H Draft Position (Dec 10, 2025)	Hartwell Velmoran Response	Negotiation Notes	Resolution / Agreed Language	Status	Date Resolved	C&H Attorney
1	Most-Favored-Nation (MFN) Protection	Full MFN: Pellegrino entitled to elect any more favorable term granted to any other co-investor in the vehicle, whether in the LPA, a side letter, or otherwise	Sponsor proposed limited MFN — excludes fee and carry concessions to anchor LPs committing >$30M	Jan 13 call: C&H insisted on full MFN with no exclusions given PCG's $25M commitment (33.33% of vehicle). Sponsor conceded.	Full most-favored-nation protection; Pellegrino entitled to elect any more favorable term granted to any other co-investor, without exclusion	Agreed	January 14, 2026	O. Fischer
2	LPAC Seat	Pellegrino designated to one seat on the 3-member LPAC of the Co-Invest Vehicle as of right for so long as it holds at least 75% of its original commitment	Sponsor accepted but proposed threshold of 100% of original commitment maintained	Compromise at 75% threshold on Jan 14.	Pellegrino entitled to one seat on the 3-member Co-Invest Vehicle LPAC, for so long as it maintains at least 75% of its original $25,000,000 commitment	Agreed	January 14, 2026	O. Fischer
3	Future Co-Investment Allocation	Pellegrino to receive pro rata allocation in any future Ridgeline-sponsored co-investments in the hospitality sector, subject to availability and applicable legal restrictions	Sponsor proposed best-efforts commitment only; no binding allocation right	Jan 15 call: C&H pushed for binding right subject to availability. Agreed to binding pro rata allocation right, subject to availability and legal/regulatory restrictions.	Pro rata allocation right in future Ridgeline-sponsored hospitality co-investments, subject to availability and applicable legal restrictions; binding obligation of sponsor (not merely best efforts)	Agreed	January 16, 2026	O. Fischer
4	Monthly Operating Dashboard Reporting	Monthly operating dashboards for Clarion Hospitality Holdings, Inc. to be delivered within 30 days of each month-end, including revenue, occupancy, ADR, RevPAR, and EBITDA metrics	Sponsor agreed in principle; requested 45-day delivery window	C&H held firm on 30 days given Pellegrino's hospitality expertise and need for timely data. Agreed at 30 days on Jan 14.	Monthly operating dashboards for Clarion within 30 days of month-end, covering revenue, occupancy, ADR, RevPAR, and EBITDA	Agreed	January 14, 2026	S. Adler
5	Annual ESG Reporting	Annual ESG summary consistent with Pellegrino's internal ESG policy framework, covering environmental sustainability, labor practices, and governance metrics for Clarion's managed properties	Sponsor agreed to provide annual ESG summary; requested flexibility on format and scope	Agreed on Jan 15 that format will be reasonably consistent with Pellegrino's ESG policy but not rigidly prescribed.	Annual ESG summary report consistent with Pellegrino's internal ESG policy, delivered concurrently with annual audited financials	Agreed	January 15, 2026	S. Adler
6	No Excuse/Exclusion without Pellegrino Consent	GP may not excuse or exclude Pellegrino from this investment without Pellegrino's prior written consent, notwithstanding any contrary provision in the LPA	Sponsor accepted without objection given LPA revisions to excuse/exclusion provisions	Confirmed on Jan 16.	GP may not excuse or exclude Pellegrino from the co-investment without Pellegrino's prior written consent	Agreed	January 16, 2026	O. Fischer
7	Confidentiality of Side Letter	Side letter terms confidential; GP may disclose existence and material terms to other co-investors only as required to administer MFN obligations	Sponsor requested ability to disclose to prospective co-investors during fundraising	Agreed to limited disclosure to prospective co-investors on a redacted/anonymized basis during capital raising.	Side letter confidential; GP may disclose on anonymized/redacted basis to prospective co-investors and as required to administer MFN provisions	Agreed	January 17, 2026	S. Adler
8	Governing Law and Dispute Resolution	Governed by the laws of the State of Delaware; disputes subject to arbitration in Wilmington, DE	Sponsor proposed New York law and arbitration in New York	C&H insisted on Delaware law for consistency with LPA. Arbitration venue negotiated to Delaware.	Governed by the laws of the State of Delaware; disputes resolved by binding arbitration in Wilmington, Delaware	Agreed	January 17, 2026	O. Fischer

[sheet: Summary Dashboard]

Category	Total Issues	Agreed	Open	Key Wins for Pellegrino
Economics	6	6	0	Carry reduced from 15% to 10%; pref increased to 8% compounded quarterly; 0% mgmt fee; $150K org expense cap; 100% GP clawback at liquidation; 90/10 waterfall
Governance	3	3	0	LPAC seat secured; key person trigger for Whitmore & Rafferty; GP removal for expanded cause definition
Capital Calls & Defaults	3	3	0	10 business day notice period; 50% forfeiture (down from 100%); 3 business day cure period added
Transfers	3	3	0	Full tag-along on any Fund IV disposition; drag limited to 100% sales at FMV; ROFR added
Reporting & Information	2	2	0	Tightened delivery deadlines (120/60 days, K-1 by March 15); monthly dashboards via side letter
Tax	2	2	0	Tax distribution provision added; 10 business day withholding notice
Excuse / Exclusion	1	1	0	Narrowed to legal/regulatory conflicts only; GP cannot exclude without LP consent
Term & Investment Period	2	2	0	Two 1-year extensions (reduced from three); no follow-on commitment
Indemnification	1	1	0	Expanded carve-outs (fraud, gross negligence, willful misconduct); LP cap at total commitment
Confidentiality	1	1	0	Standard carve-outs; 2-year survival
Co-Invest / Fund IV Parity	1	1	0	Pari passu pricing and exit timing with Fund IV
Valuation	1	1	0	ASC 820 good faith standard; independent valuation on LPAC request
Amendments	1	1	0	Adverse economic amendment requires affected LP consent
Side Letter — MFN	1	1	0	Full MFN with no exclusions
Side Letter — Future Co-Invest	1	1	0	Binding pro rata hospitality co-invest allocation right
Side Letter — Monthly Dashboard	1	1	0	30-day monthly dashboards for Clarion
Side Letter — ESG	1	1	0	Annual ESG report per Pellegrino's internal policy
Side Letter — No Excuse/Exclusion	1	1	0	Prior written consent required
Side Letter — Confidentiality	1	1	0	Anonymized disclosure permitted for MFN administration
Side Letter — Governing Law	1	1	0	Delaware law; Wilmington arbitration
TOTAL	35	35	0	All issues resolved as of January 24, 2026

[sheet: Timeline & Call Log]

Date	Event / Action	Participants	Key Outcomes / Notes	Documents Exchanged
November 18, 2025	Matter opened; engagement letter executed by Calderwood & Harkness LLP and Pellegrino Capital Group LLC	Nicholas Stern, Graham Sutherland, Adriana Voss	Scope of representation defined; Matter No. 1027-00002 assigned	Engagement letter
November 25, 2025	First draft of Co-Invest LPA received from Hartwell Velmoran & Pratt LLP	Douglas W. Cheng, Meredith L. Tanaka → Owen Fischer	LPA for Ridgeline-Clarion Co-Invest, L.P.; C&H review commenced	Co-Invest LPA — Initial Hartwell Velmoran Draft
December 6, 2025	Calderwood & Harkness initial markup of Co-Invest LPA delivered to Hartwell Velmoran	Owen Fischer, Stephen Adler, Nicholas Stern → Douglas W. Cheng	Comprehensive markup reflecting Pellegrino's requested revisions across all categories; 27 substantive issues flagged	Co-Invest LPA — C&H Redline (Dec 6, 2025)
December 10, 2025	Side letter first draft circulated by Calderwood & Harkness	Owen Fischer → Douglas W. Cheng, Meredith L. Tanaka	Pellegrino-specific protections: MFN, LPAC seat, future co-invest allocation, monthly dashboards, ESG reporting, excuse/exclusion consent	Side Letter — C&H First Draft
December 15, 2025	Subscription agreement draft circulated by Hartwell Velmoran	Meredith L. Tanaka → Owen Fischer	Form subscription for $25,000,000 LP interest; C&H review commenced	Subscription Agreement — Initial Draft
December 20, 2025	Tax structuring memo received from Whitfield Greer & Associates LLP	Robert K. Anand → Owen Fischer, Adriana Voss	Analysis of Delaware LP structure, UBTI, FIRPTA, state nexus; coordinated with C&H tax analysis	Tax Structuring Memo (Whitfield Greer)
January 3, 2026	Calderwood & Harkness tax analysis memo finalized	Owen Fischer, Stephen Adler → Nicholas Stern, Adriana Voss	Federal income tax implications; 704(b)/704(c) allocation; Section 1061 carry treatment; state nexus (DE, FL, TN, NY)	Tax Analysis Memo (C&H)
January 6, 2026	First negotiation call — LPA economics and capital calls	Nicholas Stern, Owen Fischer (C&H); Douglas W. Cheng, Meredith L. Tanaka (HKP); Adriana Voss (PCG)	Discussed carry, preferred return, management fee, org expense cap, capital call mechanics	None
January 7, 2026	Negotiation call — LPA economics (continued), investment period	Owen Fischer (C&H); Meredith L. Tanaka (HKP)	Agreed on 0% mgmt fee; confirmed no follow-on commitment; carry discussion continued	None
January 8, 2026	Negotiation call — governance, LPAC, reporting	Owen Fischer, Stephen Adler (C&H); Meredith L. Tanaka (HKP)	Agreed on $150K org expense cap, 10 business day capital call notice, tightened reporting deadlines; LPAC seat discussed	None
January 9, 2026	Negotiation call — defaults, confidentiality, tax withholding	Owen Fischer, Stephen Adler (C&H); Meredith L. Tanaka (HKP)	Agreed on 50% forfeiture, confidentiality carve-outs, withholding notice	None
January 10, 2026	Negotiation call — carry/waterfall, tag-along, pari passu, term	Nicholas Stern, Owen Fischer (C&H); Douglas W. Cheng (HKP); Adriana Voss (PCG)	Agreed on 10% carry, 8% pref, 90/10 split, two 1-year extensions, pari passu treatment	None
January 13, 2026	Negotiation call — GP clawback, LPAC finalization, default cure, reporting deadlines, pari passu	Owen Fischer (C&H); Douglas W. Cheng, Meredith L. Tanaka (HKP)	Agreed on 100% GP clawback at liquidation, 3 business day cure period, LPAC seat in side letter, 120/60/March 15 reporting	None
January 14, 2026	Negotiation call — key person, transfers, tag-along, side letter (MFN, LPAC, monthly dashboards, excuse/exclusion)	Nicholas Stern, Owen Fischer (C&H); Douglas W. Cheng (HKP); Marco A. Pellegrino, Adriana Voss (PCG)	Key person trigger for Whitmore & Rafferty agreed; full tag-along; transfer ROFR; MFN without exclusions; monthly dashboard at 30 days; LPAC seat at 75% threshold	Revised LPA and Side Letter markups exchanged
January 15, 2026	Negotiation call — GP removal, indemnification, tax allocations, ESG, future co-invest	Owen Fischer, Stephen Adler (C&H); Meredith L. Tanaka (HKP)	GP removal cause expanded; indemnification cap at total commitment; 704(c) remedial method; ESG format flexibility; binding future co-invest allocation agreed	None
January 16, 2026	Negotiation call — drag-along, amendments, excuse/exclusion (final), side letter finalization	Owen Fischer (C&H); Douglas W. Cheng (HKP)	Drag limited to 100% sales at FMV; adverse amendment consent; excuse/exclusion consent; side letter substantially agreed	Near-final LPA and Side Letter drafts exchanged
January 17, 2026	Final negotiation call — valuation, side letter confidentiality, governing law	Owen Fischer (C&H); Meredith L. Tanaka (HKP)	ASC 820 valuation; side letter confidentiality (anonymized disclosure); Delaware governing law for side letter; all issues resolved	Final draft markups
January 24, 2026	Final forms of all documents agreed	All parties confirmed via email	Co-Invest LPA, Side Letter, Subscription Agreement, Investor Questionnaire finalized for execution at closing	Execution-ready versions circulated
January 30, 2026	Target signing/closing date	All parties	Execution of all documents; $25,000,000 capital call funded; wire to Continental Fiduciary Services, Inc. (escrow)	All closing deliverables

[sheet: Cover]
Field | Detail
Document Title | LPA and Side Letter Negotiation Tracker — Issues and Resolutions
Matter | Pellegrino Capital Group LLC Co-Investment alongside Ridgeline Equity Partners Fund IV, L.P.
Matter No. | 1027-00002
Client | Pellegrino Capital Group LLC
Client Contact | Adriana Voss, VP & General Counsel; Marco A. Pellegrino, Founder & Managing Member
Counterparty Counsel | Hartwell Velmoran & Pratt LLP (Douglas W. Cheng, Partner; Meredith L. Tanaka, Associate)
Co-Invest Vehicle | Ridgeline-Clarion Co-Invest, L.P.
Co-Invest GP | Ridgeline-Clarion Co-Invest GP LLC
PCG Commitment | $25,000,000 (33.33% of $75,000,000 co-invest vehicle)
Negotiation Period | November 25, 2025 – January 24, 2026
First Draft LPA Received | November 25, 2025 (from Hartwell Velmoran & Pratt LLP)
C&H Initial Markup Delivered | December 6, 2025
Side Letter First Draft | December 10, 2025 (drafted by Calderwood & Harkness)
Negotiation Calls | January 6–17, 2026
Final Forms Agreed | January 24, 2026
Target Closing Date | January 30, 2026
Prepared By | Owen Fischer (Lead Associate) and Stephen Adler (Working Associate)
Supervised By | Nicholas Stern (Responsible Partner)
Firm | Calderwood & Harkness LLP, 200 South Biscayne Boulevard, Suite 4100, Miami, FL 33131
Classification | PRIVILEGED & CONFIDENTIAL — Attorney Work Product
Governing Law (LPA / Side Letter) | State of Delaware
[sheet: LPA Negotiation Tracker]
Item # | Category | LPA Section | Issue / Provision | Hartwell Velmoran Initial Draft Position (Nov 25, 2025) | Pellegrino / C&H Ask (Dec 6, 2025 Markup) | Negotiation Notes / Call Discussion | Resolution / Agreed Language | Status | Date Resolved | C&H Attorney
1 | Economics — Carried Interest | Section 5.1(a) | Carried interest rate and calculation methodology | 15% carried interest on net profits above a 7% preferred return; carry calculated on aggregate vehicle basis | Reduce carry to 10% (market for co-invest); increase preferred return to 8% compounded quarterly; carry calculated on deal-by-deal basis | Discussed on Jan 7 call. Sponsor pushed back on deal-by-deal carry calc. Agreed to whole-fund carry but with reduced rate. Confirmed 8% pref compounded quarterly acceptable to sponsor. | 10% carried interest on net profits above 8% preferred return compounded quarterly; whole-fund (aggregate) carry calculation | Agreed | January 10, 2026 | O. Fischer
2 | Economics — Preferred Return | Section 5.1(b) | Preferred return rate and compounding | 7% per annum preferred return, compounded annually | 8% per annum, compounded quarterly | Discussed on Jan 7 call. Sponsor agreed to 8% rate. Compounding quarterly accepted after C&H noted market standard for co-invest vehicles. | 8% per annum preferred return, compounded quarterly | Agreed | January 10, 2026 | O. Fischer
3 | Economics — Management Fee | Section 5.2 | Management fee on co-invest vehicle | 0.50% per annum on committed capital during investment period; 0.50% on invested capital thereafter | 0% management fee (standard for co-invest vehicles alongside Fund IV) | Jan 7 call — sponsor initially resisted full waiver; C&H cited market practice. Sponsor conceded on Jan 9 follow-up. | 0% management fee for the life of the co-invest vehicle | Agreed | January 9, 2026 | O. Fischer
4 | Economics — Organizational Expenses | Section 5.3 | Cap on organizational expenses borne by co-investors | $250,000 cap, allocated pro rata among LPs | Reduce to $150,000 cap, allocated pro rata based on capital commitments | Discussed Jan 8. Sponsor agreed to $150,000 cap. | $150,000 organizational expenses cap, borne pro rata by co-investors based on capital commitments | Agreed | January 8, 2026 | S. Adler
5 | Economics — GP Clawback | Section 5.4 | GP obligation to return excess carried interest at liquidation | No GP clawback provision included in initial draft | Insert 100% GP clawback of excess carried interest at liquidation, with interim true-up annually | Strong push from C&H on Jan 7 and Jan 10 calls. Sponsor agreed to clawback at liquidation but resisted interim annual true-up. Compromise: clawback at liquidation only. | 100% GP clawback of excess carried interest, tested and payable at liquidation of the vehicle | Agreed | January 13, 2026 | O. Fischer
6 | Economics — Distribution Waterfall | Section 5.5 | Order of distributions | Standard four-tier waterfall: (i) return of capital, (ii) preferred return, (iii) GP catch-up, (iv) 85/15 split | Modify to: (i) return of capital, (ii) 8% preferred return (compounded quarterly), (iii) GP catch-up to 10% carry, (iv) 90/10 split consistent with 10% carry | Agreed consistent with carry reduction to 10%. | Four-tier waterfall: (i) return of capital, (ii) 8% preferred return, (iii) GP catch-up to 10%, (iv) 90/10 split (LPs/GP) | Agreed | January 10, 2026 | O. Fischer
7 | Governance — LPAC | Section 7.1 | Limited Partner Advisory Committee composition and rights | 3-member LPAC; GP to appoint all members at its discretion | Pellegrino entitled to one designated seat on the 3-member LPAC as of right; LPAC to have consent rights on conflicts of interest and related-party transactions | Discussed Jan 8. Sponsor agreed to Pellegrino's designated seat (to be documented in side letter). LPAC consent rights on conflicts accepted. | 3-member LPAC; Pellegrino entitled to one seat (per side letter); LPAC consent rights on GP conflicts and related-party transactions | Agreed (LPA + Side Letter) | January 13, 2026 | O. Fischer
8 | Governance — Key Person | Section 7.3 | Key person provisions and trigger events | No key person provision in initial draft | Insert key person clause: Julian T. Whitmore and Connor M. Rafferty as key persons; trigger if both cease active involvement; upon trigger, investment period suspended and LP vote required to continue or wind down | Sponsor pushed back on naming Whitmore (firm-wide leader); C&H insisted both must be named given hospitality sector expertise. Agreed on Jan 14 call after Rafferty's centrality to deal acknowledged. | Key person trigger if both Julian T. Whitmore and Connor M. Rafferty cease active involvement in management of the investment; upon trigger, investment period suspended pending majority LP vote | Agreed | January 14, 2026 | O. Fischer
9 | Governance — Removal of GP | Section 7.4 | Ability of LPs to remove GP for cause | GP removal only upon fraud, gross negligence, or willful misconduct, requiring 75% LP vote | Reduce threshold to 66.67% LP vote; expand 'cause' definition to include material breach of LPA uncured for 30 days | Sponsor resisted expanding cause definition. Compromise reached on Jan 15: cause expanded to include material breach with 60-day cure period; vote threshold remains at 75%. | GP removal for cause (fraud, gross negligence, willful misconduct, or material uncured breach after 60-day cure period); requires 75% LP vote by commitment | Agreed | January 15, 2026 | O. Fischer
10 | Capital Calls — Mechanics | Section 3.1 | Capital call notice period and funding mechanics | 5 business days' prior written notice for capital calls | Extend to 10 business days' prior written notice; initial capital call of 100% of committed capital ($25,000,000) due at closing | Agreed on Jan 8 call. Sponsor accepted 10 business days as reasonable. | 10 business days' prior written notice for capital calls; 100% of committed capital called at closing (January 30, 2026 funding deadline) | Agreed | January 8, 2026 | S. Adler
11 | Capital Calls — Defaults | Section 3.3 | Default remedies for failure to fund capital call | 100% forfeiture of defaulting LP's interest; non-defaulting LPs may elect to fund the shortfall | Reduce forfeiture to 50% of defaulting LP's interest; remaining 50% subordinated to non-defaulting LPs; 5 business day cure period before default declared | Discussed Jan 9. Sponsor conceded on 50% forfeiture with subordination. Cure period negotiated to 3 business days (compromise from 5). | Forfeiture of 50% of defaulting LP's interest; remaining 50% subordinated to distributions to non-defaulting LPs; 3 business day cure period | Agreed | January 13, 2026 | S. Adler
12 | Transfers — Restrictions | Section 8.1 | Transfer restrictions on LP interests | No transfers without prior written GP consent (sole discretion); no ROFR | GP consent required (not to be unreasonably withheld); insert ROFR in favor of GP and other co-investors; transfers to affiliates and family members permitted without consent | Sponsor agreed to ROFR. GP consent standard remained at sole discretion but with carve-out for permitted transfers (affiliates and estate planning vehicles). No family member carve-out. | No transfers without GP consent (sole discretion); ROFR in favor of GP and other co-investors on any proposed transfer; permitted transfers to affiliates and estate planning vehicles without GP consent (subject to notice) | Agreed | January 14, 2026 | S. Adler
13 | Transfers — Tag-Along Rights | Section 8.2 | Tag-along rights on sale by Ridgeline Fund IV | No tag-along provision in initial draft | Full tag-along right on any sale by Ridgeline Fund IV of its interest in AcquisitionCo; co-investors to participate pro rata on same terms and conditions | Discussed Jan 10 and Jan 14. Sponsor initially offered tag only on 100% sale. C&H pushed for full tag on any partial or total disposition. Agreed to full tag on Jan 16 call. | Full tag-along right for co-investors on any sale (partial or total) by Ridgeline Fund IV of its interest in Clarion Holdings Acquisition Corp., on same price, terms, and conditions, pro rata | Agreed | January 16, 2026 | O. Fischer
14 | Transfers — Drag-Along Rights | Section 8.3 | Drag-along rights of GP / sponsor | GP may drag all co-investors on a sale of 50% or more of AcquisitionCo at any time | Limit drag to sale of 100% of AcquisitionCo only; drag must be at fair market value; co-investors receive same per-unit consideration as Fund IV | Sponsor agreed to limit drag to 100% sales. Fair market value standard and same per-unit price accepted. | GP may drag co-investors only on a sale of 100% of AcquisitionCo; sale must be at fair market value; co-investors receive same per-unit consideration as Ridgeline Fund IV | Agreed | January 16, 2026 | O. Fischer
15 | Reporting — Information Rights | Section 9.1 | Scope and timing of financial reporting to LPs | Annual audited financials within 180 days of fiscal year-end; quarterly unaudited financials within 90 days of quarter-end; K-1s by April 15 | Annual audited financials within 120 days; quarterly unaudited within 60 days; K-1s by March 15; add annual investor meeting | Discussed Jan 8. Sponsor agreed to tighten deadlines to 120 days / 60 days / March 15. Annual investor meeting rejected but annual written update letter agreed. | Annual audited financials within 120 days of fiscal year-end; quarterly unaudited financials within 60 days of quarter-end; Schedule K-1s by March 15 of each year; annual written portfolio update | Agreed | January 13, 2026 | S. Adler
16 | Reporting — Enhanced Reporting (Side Letter) | Section 9.2 / Side Letter | Monthly operating dashboards for Clarion — Pellegrino-specific | Not addressed in initial LPA draft | Monthly operating dashboards for Clarion Hospitality Holdings, Inc. within 30 days of month-end (to be documented in side letter) | Sponsor agreed to provide as side letter accommodation given Pellegrino's hospitality expertise and commitment size. | Monthly operating dashboards within 30 days of month-end; documented in Pellegrino side letter | Agreed (Side Letter) | January 14, 2026 | O. Fischer
17 | Tax — Allocation Methodology | Section 6.1 | Tax allocation provisions under IRC Sections 704(b) and 704(c) | Standard 704(b) allocations; 704(c) remedial method; no specific co-investor protections | Confirm 704(b) economic effect equivalence; traditional method with curative allocations under 704(c); add tax distribution provisions (minimum distributions to cover LP tax liabilities) | Discussed Jan 10. Sponsor agreed to add tax distribution provision. 704(c) method remains remedial (sponsor preference); C&H conceded after coordinating with Whitfield Greer & Associates LLP (Robert K. Anand). | 704(b) allocations with economic effect equivalence; 704(c) remedial method; tax distribution provision requiring minimum distributions to cover estimated LP tax liabilities on allocated income | Agreed | January 15, 2026 | O. Fischer / S. Adler
18 | Tax — Withholding | Section 6.3 | Tax withholding obligations and indemnification | GP authorized to withhold taxes as required; amounts treated as distributions to affected LP | Acceptable as drafted; add requirement that GP provide 10 business days' advance notice of any withholding | Agreed on Jan 9. Minor point. | GP authorized to withhold; amounts treated as distributions; GP to provide 10 business days' advance notice of any withholding | Agreed | January 9, 2026 | S. Adler
19 | Defaults — Cure Period | Section 10.1 | Notice and cure periods for LP defaults (non-funding) | Immediate default upon failure to fund; no cure period | Insert 5 business day cure period after written notice of default before forfeiture remedies apply | Compromise reached at 3 business days (see Item 11 above). Consistent treatment across all default provisions. | 3 business day cure period after written notice before default remedies (forfeiture/subordination) take effect | Agreed | January 13, 2026 | S. Adler
20 | Excuse / Exclusion | Section 4.2 | Right of LPs to be excused from investment; GP right to exclude LPs | GP has sole discretion to excuse or exclude any LP from the investment for any reason | Narrow excuse rights: LP may be excused only for bona fide legal or regulatory conflict (subject to GP approval, not to be unreasonably withheld); GP may not exclude any LP without LP's prior written consent | Discussed Jan 14. Sponsor agreed to narrow excuse/exclusion. Consent-based exclusion accepted. Additional protection for Pellegrino specifically documented in side letter. | LP excuse only for legal/regulatory conflict, subject to GP approval (not to be unreasonably withheld); GP may not exclude any LP without such LP's prior written consent | Agreed (LPA + Side Letter) | January 16, 2026 | O. Fischer
21 | Term & Extensions | Section 11.1 | Term of the co-invest vehicle and GP extension rights | 10-year term from initial closing; three 1-year GP extensions at sole discretion | 10-year term; limit to two 1-year GP extensions; extensions require LP advisory committee consent | Sponsor agreed to two extensions. LPAC consent on extensions rejected; GP retains sole discretion on extensions. | 10-year term from initial closing with two 1-year GP extensions at GP's sole discretion | Agreed | January 10, 2026 | O. Fischer
22 | Investment Period | Section 2.3 | Investment period and follow-on commitment obligations | Investment period co-terminous with Ridgeline Fund IV; LPs may be required to fund follow-on investments up to 15% of original commitment | No follow-on commitment; co-invest vehicle limited to initial investment only | Discussed Jan 7. Sponsor agreed — co-invest vehicle is single-investment, no follow-on obligation. | Investment period co-terminous with Ridgeline Equity Partners Fund IV, L.P.; initial investment only, no follow-on commitment obligation | Agreed | January 7, 2026 | O. Fischer
23 | Indemnification | Section 12.1 | Indemnification of GP and its affiliates | Broad indemnification of GP, its affiliates, officers, directors, employees; carve-out only for fraud | Narrow carve-out to exclude gross negligence, willful misconduct, and material breach of LPA in addition to fraud; cap LP indemnification obligation at LP's unfunded commitment | Sponsor agreed to expand carve-outs to include gross negligence and willful misconduct. Cap on LP indemnification at total capital commitment (not unfunded only) — compromise from C&H's position. | Indemnification of GP-related persons except for fraud, gross negligence, or willful misconduct; LP indemnification obligation capped at such LP's total capital commitment | Agreed | January 15, 2026 | O. Fischer
24 | Confidentiality | Section 13.1 | Confidentiality obligations of LPs | Broad confidentiality covering all information; no carve-outs; 3-year survival post-termination | Add customary carve-outs for disclosures required by law, regulation, court order, or to LP's own advisors and affiliates under NDA; reduce survival to 2 years | Agreed on Jan 9. Standard carve-outs accepted. Survival period at 2 years. | Confidentiality obligations with carve-outs for legally required disclosures, disclosures to LP advisors/affiliates under NDA; 2-year survival post-termination | Agreed | January 9, 2026 | S. Adler
25 | Co-Investment with Fund IV — Parallel Terms | Section 2.1 | Co-invest vehicle's relationship to Ridgeline Fund IV | Co-invest vehicle invests alongside Fund IV in Clarion Holdings Acquisition Corp.; no specific requirement for pari passu treatment | Add covenant that co-invest vehicle shall be treated pari passu with Fund IV on all economic terms (price per unit, distribution priority, exit timing) | Discussed Jan 10. Sponsor agreed to pari passu pricing and exit timing. Distribution priority follows co-invest waterfall (separate from Fund IV's 20% carry structure). | Co-invest vehicle invests on pari passu basis with Ridgeline Fund IV as to price per unit and exit timing; distribution waterfall per co-invest LPA terms (10% carry vs. Fund IV's 20%) | Agreed | January 13, 2026 | O. Fischer
26 | Amendments | Section 14.1 | Amendment process for the LPA | GP may amend LPA with consent of majority in interest of LPs; GP may make non-material amendments without LP consent | Material amendments require 66.67% LP consent; any amendment adversely affecting a specific LP's economics requires that LP's consent; define 'material amendment' | Sponsor agreed to specific-LP consent for adverse economic changes. Material amendment definition added. Threshold remains majority in interest for general amendments. | Amendments require majority in interest LP consent; amendments adversely affecting a specific LP's economic rights require that LP's consent; GP may make non-material technical/administrative amendments without LP consent | Agreed | January 16, 2026 | O. Fischer
27 | Valuation | Section 6.5 | Valuation methodology for portfolio company | GP determines fair market value in its sole discretion annually | Require annual independent third-party valuation; if disputed, LP may request second opinion at LP's expense | Sponsor rejected mandatory independent valuation. Compromise: GP determines FMV in good faith consistent with GAAP/ASC 820; independent valuation available upon request of LPAC at vehicle expense. | GP determines FMV in good faith consistent with ASC 820; independent valuation upon LPAC request at vehicle expense | Agreed | January 17, 2026 | O. Fischer
[sheet: Side Letter Tracker]
Item # | Side Letter Provision | Initial C&H Draft Position (Dec 10, 2025) | Hartwell Velmoran Response | Negotiation Notes | Resolution / Agreed Language | Status | Date Resolved | C&H Attorney
1 | Most-Favored-Nation (MFN) Protection | Full MFN: Pellegrino entitled to elect any more favorable term granted to any other co-investor in the vehicle, whether in the LPA, a side letter, or otherwise | Sponsor proposed limited MFN — excludes fee and carry concessions to anchor LPs committing >$30M | Jan 13 call: C&H insisted on full MFN with no exclusions given PCG's $25M commitment (33.33% of vehicle). Sponsor conceded. | Full most-favored-nation protection; Pellegrino entitled to elect any more favorable term granted to any other co-investor, without exclusion | Agreed | January 14, 2026 | O. Fischer
2 | LPAC Seat | Pellegrino designated to one seat on the 3-member LPAC of the Co-Invest Vehicle as of right for so long as it holds at least 75% of its original commitment | Sponsor accepted but proposed threshold of 100% of original commitment maintained | Compromise at 75% threshold on Jan 14. | Pellegrino entitled to one seat on the 3-member Co-Invest Vehicle LPAC, for so long as it maintains at least 75% of its original $25,000,000 commitment | Agreed | January 14, 2026 | O. Fischer
3 | Future Co-Investment Allocation | Pellegrino to receive pro rata allocation in any future Ridgeline-sponsored co-investments in the hospitality sector, subject to availability and applicable legal restrictions | Sponsor proposed best-efforts commitment only; no binding allocation right | Jan 15 call: C&H pushed for binding right subject to availability. Agreed to binding pro rata allocation right, subject to availability and legal/regulatory restrictions. | Pro rata allocation right in future Ridgeline-sponsored hospitality co-investments, subject to availability and applicable legal restrictions; binding obligation of sponsor (not merely best efforts) | Agreed | January 16, 2026 | O. Fischer
4 | Monthly Operating Dashboard Reporting | Monthly operating dashboards for Clarion Hospitality Holdings, Inc. to be delivered within 30 days of each month-end, including revenue, occupancy, ADR, RevPAR, and EBITDA metrics | Sponsor agreed in principle; requested 45-day delivery window | C&H held firm on 30 days given Pellegrino's hospitality expertise and need for timely data. Agreed at 30 days on Jan 14. | Monthly operating dashboards for Clarion within 30 days of month-end, covering revenue, occupancy, ADR, RevPAR, and EBITDA | Agreed | January 14, 2026 | S. Adler
5 | Annual ESG Reporting | Annual ESG summary consistent with Pellegrino's internal ESG policy framework, covering environmental sustainability, labor practices, and governance metrics for Clarion's managed properties | Sponsor agreed to provide annual ESG summary; requested flexibility on format and scope | Agreed on Jan 15 that format will be reasonably consistent with Pellegrino's ESG policy but not rigidly prescribed. | Annual ESG summary report consistent with Pellegrino's internal ESG policy, delivered concurrently with annual audited financials | Agreed | January 15, 2026 | S. Adler
6 | No Excuse/Exclusion without Pellegrino Consent | GP may not excuse or exclude Pellegrino from this investment without Pellegrino's prior written consent, notwithstanding any contrary provision in the LPA | Sponsor accepted without objection given LPA revisions to excuse/exclusion provisions | Confirmed on Jan 16. | GP may not excuse or exclude Pellegrino from the co-investment without Pellegrino's prior written consent | Agreed | January 16, 2026 | O. Fischer
7 | Confidentiality of Side Letter | Side letter terms confidential; GP may disclose existence and material terms to other co-investors only as required to administer MFN obligations | Sponsor requested ability to disclose to prospective co-investors during fundraising | Agreed to limited disclosure to prospective co-investors on a redacted/anonymized basis during capital raising. | Side letter confidential; GP may disclose on anonymized/redacted basis to prospective co-investors and as required to administer MFN provisions | Agreed | January 17, 2026 | S. Adler
8 | Governing Law and Dispute Resolution | Governed by the laws of the State of Delaware; disputes subject to arbitration in Wilmington, DE | Sponsor proposed New York law and arbitration in New York | C&H insisted on Delaware law for consistency with LPA. Arbitration venue negotiated to Delaware. | Governed by the laws of the State of Delaware; disputes resolved by binding arbitration in Wilmington, Delaware | Agreed | January 17, 2026 | O. Fischer
[sheet: Summary Dashboard]
Category | Total Issues | Agreed | Open | Key Wins for Pellegrino
Economics | 6 | 6 | 0 | Carry reduced from 15% to 10%; pref increased to 8% compounded quarterly; 0% mgmt fee; $150K org expense cap; 100% GP clawback at liquidation; 90/10 waterfall
Governance | 3 | 3 | 0 | LPAC seat secured; key person trigger for Whitmore & Rafferty; GP removal for expanded cause definition
Capital Calls & Defaults | 3 | 3 | 0 | 10 business day notice period; 50% forfeiture (down from 100%); 3 business day cure period added
Transfers | 3 | 3 | 0 | Full tag-along on any Fund IV disposition; drag limited to 100% sales at FMV; ROFR added
Reporting & Information | 2 | 2 | 0 | Tightened delivery deadlines (120/60 days, K-1 by March 15); monthly dashboards via side letter
Tax | 2 | 2 | 0 | Tax distribution provision added; 10 business day withholding notice
Excuse / Exclusion | 1 | 1 | 0 | Narrowed to legal/regulatory conflicts only; GP cannot exclude without LP consent
Term & Investment Period | 2 | 2 | 0 | Two 1-year extensions (reduced from three); no follow-on commitment
Indemnification | 1 | 1 | 0 | Expanded carve-outs (fraud, gross negligence, willful misconduct); LP cap at total commitment
Confidentiality | 1 | 1 | 0 | Standard carve-outs; 2-year survival
Co-Invest / Fund IV Parity | 1 | 1 | 0 | Pari passu pricing and exit timing with Fund IV
Valuation | 1 | 1 | 0 | ASC 820 good faith standard; independent valuation on LPAC request
Amendments | 1 | 1 | 0 | Adverse economic amendment requires affected LP consent
Side Letter — MFN | 1 | 1 | 0 | Full MFN with no exclusions
Side Letter — Future Co-Invest | 1 | 1 | 0 | Binding pro rata hospitality co-invest allocation right
Side Letter — Monthly Dashboard | 1 | 1 | 0 | 30-day monthly dashboards for Clarion
Side Letter — ESG | 1 | 1 | 0 | Annual ESG report per Pellegrino's internal policy
Side Letter — No Excuse/Exclusion | 1 | 1 | 0 | Prior written consent required
Side Letter — Confidentiality | 1 | 1 | 0 | Anonymized disclosure permitted for MFN administration
Side Letter — Governing Law | 1 | 1 | 0 | Delaware law; Wilmington arbitration
TOTAL | 35 | 35 | 0 | All issues resolved as of January 24, 2026
[sheet: Timeline & Call Log]
Date | Event / Action | Participants | Key Outcomes / Notes | Documents Exchanged
November 18, 2025 | Matter opened; engagement letter executed by Calderwood & Harkness LLP and Pellegrino Capital Group LLC | Nicholas Stern, Graham Sutherland, Adriana Voss | Scope of representation defined; Matter No. 1027-00002 assigned | Engagement letter
November 25, 2025 | First draft of Co-Invest LPA received from Hartwell Velmoran & Pratt LLP | Douglas W. Cheng, Meredith L. Tanaka → Owen Fischer | LPA for Ridgeline-Clarion Co-Invest, L.P.; C&H review commenced | Co-Invest LPA — Initial Hartwell Velmoran Draft
December 6, 2025 | Calderwood & Harkness initial markup of Co-Invest LPA delivered to Hartwell Velmoran | Owen Fischer, Stephen Adler, Nicholas Stern → Douglas W. Cheng | Comprehensive markup reflecting Pellegrino's requested revisions across all categories; 27 substantive issues flagged | Co-Invest LPA — C&H Redline (Dec 6, 2025)
December 10, 2025 | Side letter first draft circulated by Calderwood & Harkness | Owen Fischer → Douglas W. Cheng, Meredith L. Tanaka | Pellegrino-specific protections: MFN, LPAC seat, future co-invest allocation, monthly dashboards, ESG reporting, excuse/exclusion consent | Side Letter — C&H First Draft
December 15, 2025 | Subscription agreement draft circulated by Hartwell Velmoran | Meredith L. Tanaka → Owen Fischer | Form subscription for $25,000,000 LP interest; C&H review commenced | Subscription Agreement — Initial Draft
December 20, 2025 | Tax structuring memo received from Whitfield Greer & Associates LLP | Robert K. Anand → Owen Fischer, Adriana Voss | Analysis of Delaware LP structure, UBTI, FIRPTA, state nexus; coordinated with C&H tax analysis | Tax Structuring Memo (Whitfield Greer)
January 3, 2026 | Calderwood & Harkness tax analysis memo finalized | Owen Fischer, Stephen Adler → Nicholas Stern, Adriana Voss | Federal income tax implications; 704(b)/704(c) allocation; Section 1061 carry treatment; state nexus (DE, FL, TN, NY) | Tax Analysis Memo (C&H)
January 6, 2026 | First negotiation call — LPA economics and capital calls | Nicholas Stern, Owen Fischer (C&H); Douglas W. Cheng, Meredith L. Tanaka (HKP); Adriana Voss (PCG) | Discussed carry, preferred return, management fee, org expense cap, capital call mechanics | None
January 7, 2026 | Negotiation call — LPA economics (continued), investment period | Owen Fischer (C&H); Meredith L. Tanaka (HKP) | Agreed on 0% mgmt fee; confirmed no follow-on commitment; carry discussion continued | None
January 8, 2026 | Negotiation call — governance, LPAC, reporting | Owen Fischer, Stephen Adler (C&H); Meredith L. Tanaka (HKP) | Agreed on $150K org expense cap, 10 business day capital call notice, tightened reporting deadlines; LPAC seat discussed | None
January 9, 2026 | Negotiation call — defaults, confidentiality, tax withholding | Owen Fischer, Stephen Adler (C&H); Meredith L. Tanaka (HKP) | Agreed on 50% forfeiture, confidentiality carve-outs, withholding notice | None
January 10, 2026 | Negotiation call — carry/waterfall, tag-along, pari passu, term | Nicholas Stern, Owen Fischer (C&H); Douglas W. Cheng (HKP); Adriana Voss (PCG) | Agreed on 10% carry, 8% pref, 90/10 split, two 1-year extensions, pari passu treatment | None
January 13, 2026 | Negotiation call — GP clawback, LPAC finalization, default cure, reporting deadlines, pari passu | Owen Fischer (C&H); Douglas W. Cheng, Meredith L. Tanaka (HKP) | Agreed on 100% GP clawback at liquidation, 3 business day cure period, LPAC seat in side letter, 120/60/March 15 reporting | None
January 14, 2026 | Negotiation call — key person, transfers, tag-along, side letter (MFN, LPAC, monthly dashboards, excuse/exclusion) | Nicholas Stern, Owen Fischer (C&H); Douglas W. Cheng (HKP); Marco A. Pellegrino, Adriana Voss (PCG) | Key person trigger for Whitmore & Rafferty agreed; full tag-along; transfer ROFR; MFN without exclusions; monthly dashboard at 30 days; LPAC seat at 75% threshold | Revised LPA and Side Letter markups exchanged
January 15, 2026 | Negotiation call — GP removal, indemnification, tax allocations, ESG, future co-invest | Owen Fischer, Stephen Adler (C&H); Meredith L. Tanaka (HKP) | GP removal cause expanded; indemnification cap at total commitment; 704(c) remedial method; ESG format flexibility; binding future co-invest allocation agreed | None
January 16, 2026 | Negotiation call — drag-along, amendments, excuse/exclusion (final), side letter finalization | Owen Fischer (C&H); Douglas W. Cheng (HKP) | Drag limited to 100% sales at FMV; adverse amendment consent; excuse/exclusion consent; side letter substantially agreed | Near-final LPA and Side Letter drafts exchanged
January 17, 2026 | Final negotiation call — valuation, side letter confidentiality, governing law | Owen Fischer (C&H); Meredith L. Tanaka (HKP) | ASC 820 valuation; side letter confidentiality (anonymized disclosure); Delaware governing law for side letter; all issues resolved | Final draft markups
January 24, 2026 | Final forms of all documents agreed | All parties confirmed via email | Co-Invest LPA, Side Letter, Subscription Agreement, Investor Questionnaire finalized for execution at closing | Execution-ready versions circulated
January 30, 2026 | Target signing/closing date | All parties | Execution of all documents; $25,000,000 capital call funded; wire to Continental Fiduciary Services, Inc. (escrow) | All closing deliverables

[sheet: Cover]

Record

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Dates

Amounts