[sheet: Closing Checklist]
Item No. | Category | Deliverable Description | Responsible Party | Due Date | Status | Date Completed | Notes
1 | A. Formation & Organizational Documents | Certificate of Limited Partnership of Ridgeline-Clarion Co-Invest, L.P. filed with the Delaware Secretary of State | Hartwell Velmoran & Pratt LLP (Douglas W. Cheng) | January 30, 2026 | Received | January 22, 2026 | EIN: 93-4817265; Delaware limited partnership
2 | A. Formation & Organizational Documents | Certificate of Formation of Ridgeline-Clarion Co-Invest GP LLC filed with the Delaware Secretary of State | Hartwell Velmoran & Pratt LLP (Douglas W. Cheng) | January 30, 2026 | Received | January 22, 2026 | EIN: 93-4817302; Delaware LLC; wholly owned by Ridgeline Equity Management LLC
3 | A. Formation & Organizational Documents | Operating Agreement of Ridgeline-Clarion Co-Invest GP LLC (fully executed) | Hartwell Velmoran & Pratt LLP | January 30, 2026 | Received | January 24, 2026
4 | A. Formation & Organizational Documents | Certificate of Formation / Operating Agreement of Pellegrino Capital Group LLC | Calderwood & Harkness LLP (Stephen Adler) | January 30, 2026 | Received | December 18, 2025 | Delaware LLC, foreign-qualified in Florida; EIN: 84-3291047
5 | A. Formation & Organizational Documents | Certificate of Incorporation of Clarion Holdings Acquisition Corp. | Hartwell Velmoran & Pratt LLP | January 30, 2026 | Received | January 20, 2026 | Delaware corporation; EIN: 93-4820119
6 | B. Transaction Documents | Amended and Restated Limited Partnership Agreement of Ridgeline-Clarion Co-Invest, L.P. — Execution Version (fully executed by Co-Invest GP and all LPs including Pellegrino) | Hartwell Velmoran & Pratt LLP / Calderwood & Harkness LLP | January 30, 2026 | Executed | January 30, 2026 | Final forms agreed January 24, 2026; governs $75,000,000 aggregate commitments; 10% carried interest, 8% preferred return (compounded quarterly), 0% management fee; governed by State of Delaware
7 | B. Transaction Documents | Side Letter Agreement between Ridgeline-Clarion Co-Invest GP LLC and Pellegrino Capital Group LLC (fully executed) | Calderwood & Harkness LLP (Owen Fischer) | January 30, 2026 | Executed | January 30, 2026 | MFN protection; LPAC seat; future hospitality co-invest allocation; monthly operating dashboards within 30 days; annual ESG reporting; no excuse/exclusion without PCG consent; governed by Delaware law; first draft December 10, 2025
8 | B. Transaction Documents | Subscription Agreement — Pellegrino Capital Group LLC subscribing for $25,000,000 LP interest in Ridgeline-Clarion Co-Invest, L.P. (fully executed) | Calderwood & Harkness LLP (Stephen Adler) | January 30, 2026 | Executed | January 30, 2026 | 33.33% of $75M co-invest vehicle; 100% capital call at closing; draft circulated December 15, 2025; finalized January 24, 2026; governed by Delaware law
9 | C. Investor Documentation | Investor Questionnaire — Pellegrino Capital Group LLC (completed and submitted) | Calderwood & Harkness LLP / Whitfield Greer & Associates LLP (Robert K. Anand) | January 30, 2026 | Received | January 15, 2026 | Tax status, ERISA representations, FATCA/CRS, OFAC/AML certifications, beneficial ownership (Marco A. Pellegrino)
10 | C. Investor Documentation | Accredited Investor Certification — Pellegrino Capital Group LLC | Calderwood & Harkness LLP (Stephen Adler) | January 30, 2026 | Received | January 15, 2026 | Included in subscription agreement representations
11 | C. Investor Documentation | Anti-Money Laundering / Know-Your-Customer Documentation — Pellegrino Capital Group LLC | Calderwood & Harkness LLP / Pellegrino (Adriana Voss) | January 30, 2026 | Received | January 10, 2026 | Beneficial owner: Marco A. Pellegrino, Founder & Managing Member
12 | D. Certificates & Good Standing | Secretary's / Officer's Certificate of Pellegrino Capital Group LLC certifying: (i) authority to enter into transaction documents, (ii) incumbency of authorized signatories, (iii) certified copies of operating agreement and resolutions | Calderwood & Harkness LLP (Owen Fischer) | January 30, 2026 | Executed | January 30, 2026 | Signed by Daniella R. Pellegrino, CFO, and/or Adriana Voss, VP & General Counsel
13 | D. Certificates & Good Standing | Good Standing Certificate — Pellegrino Capital Group LLC from Delaware Secretary of State (dated within 10 days of closing) | Calderwood & Harkness LLP (Stephen Adler) | January 30, 2026 | Received | January 23, 2026
14 | D. Certificates & Good Standing | Good Standing Certificate — Pellegrino Capital Group LLC from Florida Department of State (foreign LLC qualification) | Calderwood & Harkness LLP (Stephen Adler) | January 30, 2026 | Received | January 23, 2026 | Foreign-qualified in Florida
15 | D. Certificates & Good Standing | Good Standing Certificate — Ridgeline-Clarion Co-Invest, L.P. from Delaware Secretary of State | Hartwell Velmoran & Pratt LLP | January 30, 2026 | Received | January 24, 2026
16 | D. Certificates & Good Standing | Good Standing Certificate — Ridgeline-Clarion Co-Invest GP LLC from Delaware Secretary of State | Hartwell Velmoran & Pratt LLP | January 30, 2026 | Received | January 24, 2026
17 | D. Certificates & Good Standing | Officer's Certificate of Ridgeline-Clarion Co-Invest GP LLC certifying authority and incumbency | Hartwell Velmoran & Pratt LLP (Meredith L. Tanaka) | January 30, 2026 | Executed | January 30, 2026
18 | E. Legal Opinion | Enforceability Opinion Letter — Calderwood & Harkness LLP re: Pellegrino Capital Group LLC addressed to Ridgeline-Clarion Co-Invest GP LLC | Calderwood & Harkness LLP (Nicholas Stern) | January 30, 2026 | Executed | January 30, 2026 | Opines on: due organization, valid existence, good standing (DE); full LLC power and authority; due authorization, execution, delivery; legal, valid, binding obligations enforceable per terms (subject to customary bankruptcy/equitable exceptions); no violation of operating agreement or DE law; Matter No. 1027-00002
19 | F. Funds Flow & Wire Instructions | Funds Flow Memorandum — detailing movement of Pellegrino's $25,000,000 capital contribution through escrow to Ridgeline-Clarion Co-Invest, L.P. and then to Clarion Holdings Acquisition Corp. | Calderwood & Harkness LLP (Owen Fischer) / Hartwell Velmoran & Pratt LLP | January 30, 2026 | Executed | January 30, 2026 | Wire path: Pellegrino → Continental Fiduciary Services, Inc. (escrow) → Ridgeline-Clarion Co-Invest, L.P. → AcquisitionCo; total equity: $250M ($175M Fund IV + $75M Co-Invest); total enterprise value: $555M
20 | F. Funds Flow & Wire Instructions | Wire Transfer Instructions — Pellegrino Capital Group LLC outgoing wire of $25,000,000 | Pellegrino (Daniella R. Pellegrino, CFO) | January 30, 2026 | Pending | Wire to Continental Fiduciary Services, Inc. at 111 Wall Street, Suite 600, New York, NY 10005; 10 business days' notice per capital call mechanics
21 | F. Funds Flow & Wire Instructions | Escrow Instructions to Continental Fiduciary Services, Inc. | Hartwell Velmoran & Pratt LLP / Calderwood & Harkness LLP | January 30, 2026 | Executed | January 28, 2026 | Escrow agent: Continental Fiduciary Services, Inc.; release conditions tied to satisfaction of closing conditions
22 | F. Funds Flow & Wire Instructions | Confirmation of receipt of $25,000,000 capital contribution by Ridgeline-Clarion Co-Invest GP LLC | Ridgeline-Clarion Co-Invest GP LLC / Hartwell Velmoran & Pratt LLP | January 30, 2026 | Pending | To be confirmed on closing date upon release from escrow
23 | F. Funds Flow & Wire Instructions | Wire Transfer Confirmation — evidence of completed wire from Pellegrino | Pellegrino (Daniella R. Pellegrino, CFO) | January 30, 2026 | Pending | Bank confirmation of outgoing wire
24 | G. Tax & Regulatory | IRS Form W-9 — Pellegrino Capital Group LLC | Calderwood & Harkness LLP (Stephen Adler) / Pellegrino | January 30, 2026 | Received | January 10, 2026 | EIN: 84-3291047; Delaware LLC
25 | G. Tax & Regulatory | Tax Structuring Memo — Whitfield Greer & Associates LLP (Robert K. Anand) | Whitfield Greer & Associates LLP | December 20, 2025 | Received | December 20, 2025 | Coordinated with Calderwood & Harkness tax analysis memo dated January 3, 2026
26 | G. Tax & Regulatory | Calderwood & Harkness Tax Analysis Memo (UBTI, FIRPTA, state tax nexus, Section 704(b)/(c), Section 1061) | Calderwood & Harkness LLP (Owen Fischer / Stephen Adler) | January 3, 2026 | Final | January 3, 2026 | Internal memo to Nicholas Stern with copy to Adriana Voss
27 | H. Escrow & Confirmations | Capital Call Notice from Ridgeline-Clarion Co-Invest GP LLC to Pellegrino Capital Group LLC for 100% of $25,000,000 commitment | Ridgeline-Clarion Co-Invest GP LLC / Hartwell Velmoran & Pratt LLP | January 16, 2026 | Received | January 16, 2026 | 10 business days' prior written notice required; funding deadline January 30, 2026
28 | H. Escrow & Confirmations | Countersigned Escrow Agreement with Continental Fiduciary Services, Inc. | Hartwell Velmoran & Pratt LLP / Continental Fiduciary Services, Inc. | January 30, 2026 | Executed | January 28, 2026
29 | H. Escrow & Confirmations | Confirmation from Continental Fiduciary Services, Inc. of receipt of all co-investor funds in escrow | Continental Fiduciary Services, Inc. | January 30, 2026 | Pending | Aggregate co-invest escrow: $75,000,000 from all co-investors
30 | I. Miscellaneous | Registered Agent Confirmation — Capitol Registered Agents, Inc. for Co-Invest LP and Co-Invest GP | Hartwell Velmoran & Pratt LLP | January 30, 2026 | Received | January 22, 2026 | 850 New Burton Road, Suite 201, Dover, DE 19904
31 | I. Miscellaneous | Power of Attorney in favor of Co-Invest GP (included in Subscription Agreement) | Calderwood & Harkness LLP | January 30, 2026 | Executed | January 30, 2026 | Granted by Pellegrino in subscription agreement
32 | I. Miscellaneous | Evidence of LPAC appointment — Pellegrino representative designated for 3-member advisory committee | Calderwood & Harkness LLP / Pellegrino (Marco A. Pellegrino or designee) | January 30, 2026 | Pending | Per side letter; Pellegrino entitled to one seat on Co-Invest Vehicle LPAC
33 | I. Miscellaneous | Bring-down of representations and warranties in Subscription Agreement as of closing date | Calderwood & Harkness LLP (Owen Fischer) | January 30, 2026 | Pending | To be confirmed at closing
34 | I. Miscellaneous | Closing signature pages — all transaction documents (LPA, side letter, subscription agreement, funds flow memo, escrow instructions, opinion letter, certificates) | All parties / respective counsel | January 30, 2026 | Pending | Coordinated by Stephen Adler
[sheet: Cover & Legend]
Field | Value
Matter | Pellegrino Capital Group LLC — Co-Investment in Ridgeline-Clarion Co-Invest, L.P.
Calderwood & Harkness Matter No. | 1027-00002
Transaction | Pellegrino Capital Group LLC $25,000,000 co-investment alongside Ridgeline Equity Partners Fund IV, L.P. in the acquisition of Clarion Hospitality Holdings, Inc.
Co-Invest Vehicle | Ridgeline-Clarion Co-Invest, L.P. (DE limited partnership)
General Partner | Ridgeline-Clarion Co-Invest GP LLC (DE LLC)
PCG Commitment | $25,000,000 (33.33% of $75,000,000 co-invest vehicle)
Total Equity | $250,000,000 (Fund IV: $175M / Co-Invest: $75M)
Enterprise Value | $555,000,000
Target | Clarion Hospitality Holdings, Inc.
AcquisitionCo | Clarion Holdings Acquisition Corp. (DE corporation)
Closing Date | January 30, 2026
Prepared By | Stephen Adler, Working Associate, Calderwood & Harkness LLP
Supervised By | Owen Fischer, Lead Associate, Calderwood & Harkness LLP
Responsible Partner | Nicholas Stern, Calderwood & Harkness LLP
Billing Partner | Graham Sutherland, Calderwood & Harkness LLP
Client Contact | Adriana Voss, VP & General Counsel, Pellegrino Capital Group LLC
Client Address | 1440 Brickell Avenue, Suite 3200, Miami, FL 33131
Sponsor's Counsel | Hartwell Velmoran & Pratt LLP — Douglas W. Cheng / Meredith L. Tanaka (51 West 52nd Street, New York, NY 10019)
Seller's Counsel | Aldridge Mayer Stevens LLP — Rebecca A. Fontaine (1271 Avenue of the Americas, 40th Floor, New York, NY 10020)
Lender | Pinnacle National Bank, N.A. — Term Loan B: $305,000,000; Revolver: $40,000,000 (undrawn at closing)
Lender's Counsel | Borwick Aldrich LLP — Samuel R. Ingram (1 Liberty Plaza, 35th Floor, New York, NY 10006)
Escrow Agent | Continental Fiduciary Services, Inc. (111 Wall Street, Suite 600, New York, NY 10005)
Tax Advisor (Client) | Whitfield Greer & Associates LLP — Robert K. Anand (100 SE 2nd Street, Suite 2800, Miami, FL 33131)
Target Auditor | Clearpoint & Haskell LLP (424 Church Street, Suite 1600, Nashville, TN 37219)
Registered Agent (DE) | Capitol Registered Agents, Inc. (850 New Burton Road, Suite 201, Dover, DE 19904)
Last Updated | January 30, 2026
STATUS LEGEND
Executed | Document has been fully signed by all required parties
Final | Document in final form, pending execution
Received | Document or item received from counterparty/third party
Pending | Document or item not yet received or completed
Draft | Document in draft form, not yet finalized
N/A | Not applicable to this closing
[sheet: Key Dates]
Date | Event / Milestone | Responsible Party | Status
November 18, 2025 | Matter opened; engagement letter executed by Calderwood & Harkness LLP and Pellegrino Capital Group LLC | Calderwood & Harkness LLP (Nicholas Stern) / Pellegrino (Adriana Voss) | Completed
November 25, 2025 | First draft Co-Invest LPA received from Hartwell Velmoran & Pratt LLP (Douglas W. Cheng) | Hartwell Velmoran & Pratt LLP | Completed
December 6, 2025 | Calderwood & Harkness initial markup of Co-Invest LPA delivered | Calderwood & Harkness LLP (Owen Fischer / Stephen Adler) | Completed
December 10, 2025 | Side letter first draft circulated by Calderwood & Harkness | Calderwood & Harkness LLP (Owen Fischer) | Completed
December 15, 2025 | Subscription agreement draft circulated | Hartwell Velmoran & Pratt LLP / Calderwood & Harkness LLP | Completed
December 20, 2025 | Tax structuring memo received from Whitfield Greer & Associates LLP | Whitfield Greer & Associates LLP (Robert K. Anand) | Completed
January 3, 2026 | Calderwood & Harkness tax analysis memo (UBTI, FIRPTA, state nexus) finalized | Calderwood & Harkness LLP (Owen Fischer / Stephen Adler) | Completed
January 6–17, 2026 | Negotiation calls — LPA and side letter (Calderwood & Harkness / Hartwell Velmoran) | Calderwood & Harkness LLP / Hartwell Velmoran & Pratt LLP | Completed
January 16, 2026 | Capital call notice issued by Co-Invest GP (10 business days prior to closing) | Ridgeline-Clarion Co-Invest GP LLC | Completed
January 24, 2026 | Final forms of all documents agreed (LPA, side letter, subscription agreement) | All parties | Completed
January 30, 2026 | Target closing / signing date — funding of $25,000,000 capital contribution | All parties | Closing