1027-00002 · Pellegrino Capital Group · Engagement

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PRIVILEGED & CONFIDENTIAL

CALDERWOOD & HARKNESS LLP Attorneys at Law

200 South Biscayne Boulevard Suite 4100 Miami, FL 33131

Telephone: (305) 884-7000 Facsimile: (305) 884-7001

November 18, 2025

Adriana Voss, Esq. Vice President & General Counsel Pellegrino Capital Group LLC 1440 Brickell Avenue, Suite 3200 Miami, FL 33131

Re: Engagement of Calderwood & Harkness LLP in Connection with Pellegrino Capital Group LLC Co-Investment alongside Ridgeline Equity Partners Fund IV, L.P. in Ridgeline-Clarion Co-Invest, L.P.

Matter No.: 1027-00002

Dear Ms. Voss:

1. Introduction and Purpose

Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") is pleased to confirm its engagement by Pellegrino Capital Group LLC ("Pellegrino" or "PCG"), a Delaware limited liability company, in connection with Pellegrino's proposed Twenty-Five Million Dollar ($25,000,000) co-investment alongside Ridgeline Equity Partners Fund IV, L.P. ("Ridgeline Fund IV") in Ridgeline-Clarion Co-Invest, L.P. (the "Co-Invest Vehicle"), a Delaware limited partnership formed for the purpose of facilitating co-investment alongside Ridgeline Fund IV.

As we understand the transaction, the Co-Invest Vehicle will co-invest alongside Ridgeline Fund IV in the equity of Clarion Holdings Acquisition Corp. ("AcquisitionCo"), a Delaware corporation formed to acquire one hundred percent (100%) of the equity interests of Clarion Hospitality Holdings, Inc. ("Clarion"), an integrated hospitality asset management platform headquartered in Nashville, Tennessee. The acquisition of Clarion by AcquisitionCo (the "Acquisition") is expected to be structured as a leveraged buyout, with the equity capitalization of AcquisitionCo funded through commitments from Ridgeline Fund IV, the Co-Invest Vehicle, and any other co-investment vehicles or equity participants designated by the sponsor.

Pellegrino's $25,000,000 commitment to the Co-Invest Vehicle represents approximately thirty-three and one-third percent (33.33%) of the Co-Invest Vehicle's aggregate Seventy-Five Million Dollar ($75,000,000) in commitments, and approximately ten percent (10.0%) of the total Two Hundred Fifty Million Dollar ($250,000,000) equity capitalization of AcquisitionCo. We understand that the balance of the equity capitalization will be comprised of commitments from Ridgeline Fund IV and, potentially, other co-investment participants alongside the Co-Invest Vehicle.

This letter agreement (the "Engagement Letter") sets forth the terms and conditions governing Calderwood & Harkness's engagement by Pellegrino, including the scope of legal services to be provided, attorney staffing, fees and billing arrangements, conflict of interest disclosures, confidentiality obligations, and other terms and conditions of the attorney-client relationship. We ask that you review this Engagement Letter carefully and confirm Pellegrino's agreement to these terms by executing and returning a copy as described in Section 13 below.

2. Client Identification

The client in this engagement is Pellegrino Capital Group LLC, and no other person or entity. Calderwood & Harkness's duties of loyalty, confidentiality, and professional responsibility in connection with this matter run solely to Pellegrino Capital Group LLC as an entity.

Calderwood & Harkness does not represent, and shall not be deemed to represent, any affiliate, subsidiary, member, manager, officer, director, employee, or agent of Pellegrino individually in connection with this engagement, including without limitation Marco A. Pellegrino (Founder & Managing Member) or Daniella R. Pellegrino (Chief Financial Officer), unless a separate written engagement agreement is entered into between the Firm and such individual expressly establishing such a representation. No attorney-client relationship shall arise between the Firm and any such individual by virtue of this Engagement Letter or the Firm's performance of services hereunder, and the interests of any such individual may not necessarily be aligned with the interests of Pellegrino as an entity in all respects.

The primary client contact for this engagement shall be Adriana Voss, Vice President & General Counsel, Pellegrino Capital Group LLC. Unless otherwise directed in writing, all substantive communications, deliverables, and invoices will be directed to Ms. Voss. We understand that Ms. Voss is authorized to provide instructions, approve work product, and make decisions on behalf of Pellegrino in connection with this engagement, subject to such internal approvals as may be required under Pellegrino's organizational documents and governance procedures.

3. Scope of Services

Calderwood & Harkness will provide legal services to Pellegrino in connection with the co-investment described above. The scope of our engagement is set forth in greater detail in Sections 3.1 through 3.5 below. We will endeavor to keep Pellegrino informed of material developments and to seek instructions on significant issues as they arise during the course of the representation.

3.1 Review and Negotiation of Co-Investment Documentation

Calderwood & Harkness will undertake the review, analysis, markup, and negotiation of the Amended and Restated Limited Partnership Agreement of Ridgeline-Clarion Co-Invest, L.P. (the "Co-Invest LPA"). We understand that the initial draft of the Co-Invest LPA has been prepared by Hartwell Velmoran & Pratt LLP, counsel to the sponsor, Ridgeline Equity Management LLC (the "Sponsor"). Our review will focus on the terms and provisions of the Co-Invest LPA that are material to Pellegrino's rights, obligations, and economic interests as a limited partner in the Co-Invest Vehicle, including but not limited to provisions relating to capital contributions and capital calls, distributions and distribution waterfalls, management fees and carried interest, clawback obligations, excuse and exclusion mechanisms, indemnification and exculpation of the general partner, transfer restrictions, dissolution and winding up, reporting and audit rights, key person events, and amendments and waivers.

In addition, Calderwood & Harkness will draft and negotiate a side letter agreement (the "Side Letter") between Ridgeline-Clarion Co-Invest GP LLC (the "Co-Invest GP") and Pellegrino. The Side Letter is intended to contain investor-specific protections and additional rights for the benefit of Pellegrino, including the following:

(a) most-favored-nation ("MFN") rights, entitling Pellegrino to elect to receive the benefit of any more favorable term or right granted to any other limited partner of the Co-Invest Vehicle in a side letter or other agreement, subject to customary exclusions;

(b) a right to a seat on the limited partner advisory committee ("LPAC") of the Co-Invest Vehicle, or, if no LPAC is formed for the Co-Invest Vehicle, a right to a seat on the LPAC of Ridgeline Fund IV, to the extent such rights are available;

(c) enhanced reporting rights, including quarterly unaudited financial statements, annual audited financial statements, and ad hoc reporting on material events affecting the Co-Invest Vehicle or the Acquisition;

(d) ESG reporting covenants, requiring the Sponsor or the Co-Invest GP to provide Pellegrino with periodic environmental, social, and governance reporting with respect to Clarion and the portfolio, consistent with Pellegrino's own ESG reporting framework and investor disclosure obligations;

(e) future co-investment allocation rights, entitling Pellegrino to a right of first offer or similar priority allocation right with respect to future co-investment opportunities originated by the Sponsor or Ridgeline Equity Management LLC in connection with Ridgeline Fund IV or any successor fund; and

(f) excuse and exclusion protections, permitting Pellegrino to be excused from participation in, or excluded from the costs of, any investment or activity that would cause Pellegrino to violate applicable law, regulation, or any provision of its organizational documents or constituent fund documentation.

Calderwood & Harkness will also review, negotiate, and complete a subscription agreement (the "Subscription Agreement") for Pellegrino's Twenty-Five Million Dollar ($25,000,000) limited partnership interest in the Co-Invest Vehicle, ensuring that the representations, warranties, and covenants contained therein are accurate and appropriate in the context of Pellegrino's organizational and regulatory status.

Finally, Calderwood & Harkness will assist Pellegrino with the completion of the investor questionnaire customarily required in connection with subscriptions of this nature, including representations and certifications relating to tax status (including U.S. tax-exempt status, if applicable), the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Foreign Account Tax Compliance Act ("FATCA") and the Common Reporting Standard ("CRS"), the Office of Foreign Assets Control ("OFAC") sanctions programs, and anti-money laundering ("AML") requirements.

3.2 Tax Analysis and Coordination

Calderwood & Harkness will prepare an internal tax analysis memorandum (the "Tax Memorandum") addressing the federal income tax implications of the co-investment structure for Pellegrino. The Tax Memorandum will address, among other matters, the following topics:

(a) classification of the Co-Invest Vehicle as a partnership for federal income tax purposes under Subchapter K of the Internal Revenue Code of 1986, as amended (the "Code"), and the implications of its organization as a Delaware limited partnership;

(b) unrelated business taxable income ("UBTI") considerations, to the extent relevant to Pellegrino or its underlying investors, including analysis of potential UBTI generated through the use of acquisition indebtedness or other debt-financed structures in connection with the Acquisition;

(c) analysis of the Foreign Investment in Real Property Tax Act of 1980 ("FIRPTA"), to the extent Clarion's assets include U.S. real property interests within the meaning of Section 897 of the Code;

(d) the allocation methodology under Section 704(b) of the Code (economic effect and substantiality) and Section 704(c) of the Code (contributed property and reverse Section 704(c) allocations), as reflected in the Co-Invest LPA;

(e) carried interest treatment under Section 1061 of the Code, including the three-year holding period requirement applicable to certain partnership interests held in connection with the performance of services; and

(f) state and local tax nexus analysis, with a particular focus on the states of Delaware, Florida, Tennessee, and New York, addressing potential filing obligations, withholding requirements, and composite return elections.

In connection with the foregoing, Calderwood & Harkness will coordinate with Pellegrino's independent tax and accounting advisor, Whitfield Greer & Associates LLP ("Whitfield Greer"), and specifically with Robert K. Anand, Engagement Partner at Whitfield Greer, regarding their independent tax structuring analysis, Schedule K-1 delivery mechanics and timing, and any other tax-related matters relevant to Pellegrino's participation in the Co-Invest Vehicle. Calderwood & Harkness's tax analysis is intended to supplement, and not to replace, the independent advice and analysis provided by Whitfield Greer.

3.3 Closing Deliverables

Calderwood & Harkness will prepare or coordinate the following deliverables in connection with the closing of Pellegrino's investment in the Co-Invest Vehicle:

(a) a comprehensive closing checklist identifying all deliverables required in connection with the closing, the party responsible for preparation or delivery of each item, the applicable deadline or target date, and the current status of each item;

(b) a funds flow memorandum detailing the movement of Pellegrino's Twenty-Five Million Dollar ($25,000,000) capital contribution from Pellegrino's designated bank account, through the escrow account maintained by Continental Fiduciary Services, Inc. (the "Escrow Agent") pursuant to the terms of the applicable escrow agreement, to the Co-Invest Vehicle's account, and onward to AcquisitionCo in connection with the consummation of the Acquisition;

(c) a legal opinion letter addressed to the Co-Invest GP, in customary form and substance, regarding the due organization, valid existence, and good standing of Pellegrino; the authorization by all necessary action of Pellegrino's execution, delivery, and performance of the Co-Invest LPA, the Side Letter, and the Subscription Agreement; and the enforceability of Pellegrino's obligations under such documents against Pellegrino in accordance with their respective terms, in each case subject to customary assumptions, qualifications, and exceptions; and

(d) an officer's certificate or secretary's certificate of Pellegrino, certifying as to the authority of the person or persons executing the transaction documents on behalf of Pellegrino, the incumbency of such person or persons, and the authenticity of the organizational documents of Pellegrino delivered in connection with the closing.

3.4 General Advisory

In addition to the specific tasks described above, Calderwood & Harkness will provide the following general advisory services in connection with the co-investment:

(a) preparation of internal memoranda summarizing the key terms of the Co-Invest LPA, identifying issues and risks, and setting forth our recommendations for Pellegrino's review and approval prior to the commencement of negotiations or the acceptance of proposed terms;

(b) internal tracking of negotiation points and their resolutions as between Calderwood & Harkness (on behalf of Pellegrino) and Hartwell Velmoran & Pratt LLP (on behalf of the Sponsor), including communications with Douglas W. Cheng, Partner, and Meredith L. Tanaka, Associate, at Hartwell Velmoran & Pratt LLP, and reporting on the status of such negotiations to Pellegrino; and

(c) general legal advice and counsel to Pellegrino in connection with the co-investment as may be reasonably requested by Pellegrino from time to time during the course of this engagement.

3.5 Limitations on Scope

The scope of Calderwood & Harkness's engagement is limited to the services described in Sections 3.1 through 3.4 above. Without limiting the generality of the foregoing, Pellegrino should be aware of the following limitations:

(a) Calderwood & Harkness is not engaged to provide legal advice with respect to the underlying Acquisition of Clarion, including but not limited to the conduct of business, legal, financial, or operational due diligence on Clarion's business, assets, liabilities, contracts, regulatory compliance, intellectual property, or workforce matters. Pellegrino should satisfy itself, through its own due diligence or through the diligence conducted by the Sponsor, that the Acquisition and the underlying business of Clarion meet Pellegrino's investment criteria.

(b) Calderwood & Harkness is not engaged to provide legal advice with respect to the credit facility or any other debt financing provided by Pinnacle National Bank, N.A. or any other lender in connection with the Acquisition, including the terms of any credit agreement, security agreement, guarantee, or intercreditor arrangement.

(c) Calderwood & Harkness is not engaged to advise on the interests, rights, or obligations of any party other than Pellegrino, including the Sponsor, the Co-Invest GP, Ridgeline Fund IV, AcquisitionCo, Clarion, any seller, or any other co-investor in the Co-Invest Vehicle (including without limitation Brindoval Growth Capital Fund II, L.P., to the extent it is a participant).

(d) Calderwood & Harkness is not engaged to provide tax advice as a substitute for the engagement of Whitfield Greer & Associates LLP. Any tax analysis provided by Calderwood & Harkness is supplemental in nature and is intended to inform Pellegrino's understanding of the tax aspects of the co-investment structure; such analysis should be reviewed in conjunction with, and does not supersede, the independent advice of Whitfield Greer & Associates LLP.

(e) Calderwood & Harkness does not represent Pellegrino in connection with any regulatory filings, including but not limited to filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, filings with the Securities and Exchange Commission, or filings with any state regulatory authority, unless separately agreed in writing.

If the scope of our engagement needs to be expanded or modified at any point, we will discuss the matter with you and, if appropriate, confirm any revised scope in a supplemental engagement letter or amendment to this Engagement Letter.

4. Staffing

The following attorneys have been assigned to this engagement and will be the primary members of the Calderwood & Harkness team working on this matter:

Responsible Partner: Nicholas Stern, Partner, Funds & Asset Management Practice Group. Mr. Stern will have overall responsibility for the engagement, including client relationship management, strategic direction, and supervision of all work product produced by the engagement team. Mr. Stern will serve as the primary point of contact for Pellegrino on significant issues, negotiations, and escalation matters.

Billing Partner: Graham Sutherland, Partner, Funds & Asset Management Practice Group. Mr. Sutherland will serve as the billing partner for purposes of rate approvals, billing administration, and invoice review. Mr. Sutherland will also be available to provide substantive legal advice as needed on particular issues within his areas of expertise.

Lead Associate: Owen Fischer, Associate, Funds & Asset Management Practice Group. Mr. Fischer will serve as the day-to-day lead on document review, drafting, markup, and negotiation of the Co-Invest LPA, Side Letter, Subscription Agreement, and related transaction documents. Mr. Fischer will also be responsible for coordinating with Hartwell Velmoran & Pratt LLP on document exchanges and turn schedules.

Working Associate: Stephen Adler, Associate, Funds & Asset Management Practice Group. Mr. Adler will support Mr. Fischer in connection with legal research, preparation of the closing checklist, drafting of the funds flow memorandum and certificates, and coordination of closing mechanics.

Additional attorneys, paralegals, or other professional staff may be assigned to this engagement from time to time as the needs of the matter require. We will endeavor to staff this matter efficiently and to avoid unnecessary duplication of effort. Pellegrino will be notified of any material changes in staffing, including the substitution of any of the named attorneys listed above.

5. Fees and Billing

5.1 Hourly Rates

This engagement will be billed on an hourly basis at Calderwood & Harkness's standard rates for the attorneys and professional staff assigned to the matter. The current rates for 2025 are as follows:

The specific rate for each timekeeper will fall within the applicable range based on the individual's seniority and experience level. We will provide Pellegrino with a schedule of the specific rates applicable to each attorney and paralegal assigned to this matter upon request.

Rates are subject to periodic adjustment, typically effective January 1 of each calendar year. Calderwood & Harkness will notify Pellegrino in advance of any rate changes. Any adjusted rates will apply to services rendered on or after the effective date of the adjustment.

5.2 Fee Estimate

Based on the anticipated scope of work described in Section 3 above and our experience with comparable co-investment transactions, Calderwood & Harkness estimates that total legal fees for this engagement will be in the range of One Hundred Seventy-Five Thousand Dollars ($175,000) to Two Hundred Fifty Thousand Dollars ($250,000), exclusive of disbursements and out-of-pocket expenses. This estimate assumes a transaction of moderate complexity, involving two to three rounds of negotiation on the Co-Invest LPA and Side Letter, and a closing timeline of approximately six to eight weeks from the date of this Engagement Letter.

This estimate is provided for budgeting and planning purposes only and does not constitute a cap, ceiling, fixed fee, or guarantee of total fees. Actual fees will depend on a number of factors, including the complexity and duration of negotiations with Hartwell Velmoran & Pratt LLP, the number and extent of drafts and revisions to the transaction documents, the scope and nature of issues that arise during the course of the engagement, and the extent of Pellegrino's requests for additional analysis or advisory services. If it appears at any point that our fees are likely to materially exceed this estimate, we will promptly notify Pellegrino and discuss appropriate steps.

Calderwood & Harkness will endeavor to keep Pellegrino informed of the status of accrued fees as the matter progresses, and is prepared to provide interim fee estimates or budget updates upon request.

5.3 Expenses and Disbursements

In addition to legal fees, Pellegrino will be responsible for the reimbursement of out-of-pocket costs and disbursements reasonably incurred by Calderwood & Harkness in connection with this engagement. Such costs and disbursements may include, without limitation, the following:

(a) filing fees, including fees for filings with the Delaware Secretary of State, requests for certificates of good standing or certificates of status, and similar governmental charges;

(b) messenger and courier charges;

(c) travel expenses, including airfare, hotel, ground transportation, and meals, if travel is required in connection with the engagement (which we do not currently anticipate);

(d) charges for outside photocopying, printing, or binding services in excess of routine in-office copying;

(e) fees for third-party vendors, including document management platforms, virtual data room access fees, and similar services; and

(f) long-distance telephone and videoconference charges, to the extent separately billable.

Filing fees for Delaware Secretary of State filings or good standing certificates will be billed at cost, without markup. Other disbursements will generally be billed at cost or at Calderwood & Harkness's standard internal charge rates, as applicable.

5.4 Invoicing and Payment

Invoices for fees and disbursements will be rendered on a monthly basis and are due and payable within thirty (30) days of the date of receipt. Each invoice will contain reasonable detail regarding the services rendered, including the identity of the attorney or professional performing the work, the date on which the services were performed, a description of the services rendered, and the amount of time expended.

If Pellegrino has any questions regarding an invoice or wishes to discuss any charge, we encourage you to contact Mr. Sutherland or Mr. Stern promptly so that any concerns can be addressed in a timely manner. Calderwood & Harkness reserves the right to charge interest on past-due balances at a rate of one percent (1.0%) per month, or the maximum rate permitted by applicable law, whichever is less, on any amounts remaining unpaid for more than sixty (60) days following the date of the applicable invoice.

6. Conflicts of Interest

Calderwood & Harkness has conducted a conflicts check in connection with this engagement in accordance with the Firm's standard conflict clearance procedures. Based on that review, the Firm is not aware of any conflict of interest that would prevent it from representing Pellegrino in this matter under the applicable Florida Rules of Professional Conduct.

Specifically, Calderwood & Harkness does not currently represent, and has not in the recent past represented, any of the following entities in connection with this transaction or any related matter: Ridgeline Equity Partners Fund IV, L.P.; Ridgeline Equity Management LLC; Ridgeline-Clarion Co-Invest GP LLC; Clarion Hospitality Holdings, Inc.; Clarion Holdings Acquisition Corp.; Brindoval Growth Capital Fund II, L.P.; Pinnacle National Bank, N.A.; or any of their respective affiliates, general partners, managing members, or portfolio companies, insofar as such representation would relate to the subject matter of this engagement.

Pellegrino acknowledges and agrees that Calderwood & Harkness is a large, multi-office law firm with a diverse client base, and that the Firm may from time to time represent other clients whose interests may be adverse to Pellegrino in matters that are unrelated to this engagement. Nothing in this Engagement Letter shall be construed to preclude or restrict Calderwood & Harkness from accepting or continuing any such representation, provided that (i) the matter in question does not involve the same or a substantially related matter as this engagement, and (ii) such representation does not create a direct and impermissible conflict of interest with respect to the Firm's obligations to Pellegrino under this Engagement Letter and the applicable Rules of Professional Conduct.

In the event that a conflict of interest arises during the course of this engagement, Calderwood & Harkness will promptly notify Pellegrino of the conflict and discuss appropriate steps to address it. Such steps may include, depending on the nature and severity of the conflict, the implementation of an ethical wall or information barrier within the Firm, the obtaining of an informed written waiver from the affected parties, or, if the conflict cannot be adequately resolved, the withdrawal of Calderwood & Harkness from the representation in accordance with Section 9 of this Engagement Letter.

7. Confidentiality

Calderwood & Harkness will maintain the confidentiality of all information provided by Pellegrino, or obtained by the Firm on behalf of Pellegrino, in connection with this engagement. This obligation is consistent with, and in addition to, the Firm's duties of confidentiality under the applicable Florida Rules of Professional Conduct (including Rule 4-1.6) and other applicable law. All confidential information received from Pellegrino will be disclosed within the Firm only to those attorneys, paralegals, and staff who have a need to know such information in connection with the performance of services under this engagement.

Pellegrino hereby authorizes Calderwood & Harkness to disclose confidential information to the following parties to the extent reasonably necessary in connection with the negotiation and closing of the co-investment:

(a) Hartwell Velmoran & Pratt LLP, counsel to the Sponsor, in connection with the negotiation of the Co-Invest LPA, Side Letter, Subscription Agreement, and related transaction documents;

(b) Aldridge Mayer Stevens LLP, counsel to the seller(s) of Clarion, to the extent that the exchange of information with seller's counsel is reasonably required in connection with the co-investment closing process;

(c) Whitfield Greer & Associates LLP, Pellegrino's independent tax and accounting advisor, in connection with the tax analysis and coordination described in Section 3.2 above; and

(d) Continental Fiduciary Services, Inc., the Escrow Agent, in connection with the preparation and execution of the funds flow memorandum and the mechanics of capital contribution funding.

This authorization is limited to disclosures that are reasonably necessary for the purposes described above and does not constitute a general waiver of Pellegrino's right to confidentiality. Calderwood & Harkness will use reasonable efforts to ensure that any such disclosures are made in a manner that preserves applicable privileges, including the attorney-client privilege and the work product doctrine, to the greatest extent practicable.

8. Document Retention

Calderwood & Harkness will maintain all files, documents, correspondence, memoranda, work product, and other materials related to this engagement (collectively, "Engagement Files") in accordance with the Firm's document retention policy, as in effect from time to time. The Engagement Files will include both physical and electronic files.

Upon completion or termination of this engagement, the Firm will retain the Engagement Files for a period of not less than seven (7) years, or such longer period as may be required by applicable professional standards, rules, or regulations. After the expiration of the applicable retention period, and upon reasonable advance written notice to Pellegrino (which notice shall be directed to the last known address of the primary client contact), Calderwood & Harkness may destroy the Engagement Files in accordance with its standard retention and destruction procedures. Pellegrino may request the return or transfer of original documents at any time during the retention period, and the Firm will accommodate such requests within a reasonable time, subject to the Firm's right to retain copies for its own records and any applicable lien rights.

9. Termination

Either party may terminate this engagement at any time, with or without cause, upon written notice to the other party. Calderwood & Harkness's right to terminate is subject to the Firm's professional obligations, including the duty to provide reasonable notice and to avoid prejudice to the client's interests, and to any applicable rules governing the withdrawal of counsel.

In the event of termination by either party, Pellegrino will remain responsible for the payment of all fees and expenses incurred by Calderwood & Harkness through the effective date of termination, and all outstanding invoices shall become due and payable upon termination.

Upon termination, Calderwood & Harkness will cooperate with Pellegrino in the orderly transition and transfer of the matter to successor counsel designated by Pellegrino, including the timely delivery of all Engagement Files, work product, and other materials in the Firm's possession that are necessary for successor counsel to continue the representation, subject to any applicable lien rights of the Firm and any applicable court rules or professional obligations. Pellegrino agrees to execute any authorizations or consents reasonably necessary to facilitate such transfer.

10. Governing Law

This Engagement Letter shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles. Any dispute arising out of or relating to this Engagement Letter or the services provided hereunder shall be subject to the exclusive jurisdiction of the state and federal courts located in Miami-Dade County, Florida, and each party hereby consents to the personal jurisdiction of such courts.

11. Limitation of Liability

To the fullest extent permitted by applicable law and the Florida Rules of Professional Conduct, Calderwood & Harkness's aggregate liability to Pellegrino arising out of or relating to the services provided under this engagement, whether based in contract, tort, negligence, breach of fiduciary duty, or otherwise, shall not exceed the total amount of fees actually paid by Pellegrino to Calderwood & Harkness under this Engagement Letter. This limitation of liability shall not apply to claims arising from the Firm's gross negligence, willful misconduct, or fraud.

Pellegrino acknowledges that this limitation of liability has been negotiated at arm's length and reflects a reasonable allocation of risk between the parties in light of the fees charged for the services rendered. Nothing in this Section 11 shall be construed to limit any rights or remedies available to Pellegrino under the applicable Rules of Professional Conduct or other non-waivable provisions of applicable law.

12. Miscellaneous

This Engagement Letter constitutes the entire agreement between Calderwood & Harkness and Pellegrino with respect to the terms and conditions of the engagement described herein and supersedes all prior or contemporaneous discussions, representations, and agreements, whether written or oral, relating to the subject matter hereof.

No amendment, modification, or waiver of any provision of this Engagement Letter shall be effective unless set forth in a writing signed by both Calderwood & Harkness and Pellegrino. No failure or delay by either party in exercising any right or remedy hereunder shall constitute a waiver thereof.

This matter has been assigned the internal reference number 1027-00002 within Calderwood & Harkness's matter management system. Pellegrino is requested to reference this matter number on all correspondence and communications directed to the Firm in connection with this engagement, including payment remittances, to ensure proper application and recordkeeping.

The provisions of Sections 5 (Fees and Billing), 7 (Confidentiality), 8 (Document Retention), 10 (Governing Law), and 11 (Limitation of Liability) shall survive the termination or completion of this engagement.

13. Acceptance

If the foregoing terms are acceptable to Pellegrino, we respectfully request that Adriana Voss, in her capacity as Vice President & General Counsel of Pellegrino Capital Group LLC, sign and date this Engagement Letter in the space provided below and return one fully executed copy to the undersigned at your earliest convenience. A countersigned copy may be returned via email (PDF) to nstern@calderwoodharkness.com or via hand delivery or overnight courier to our office address set forth above.

We are genuinely enthusiastic about the opportunity to work with Pellegrino Capital Group and the broader PCG team on this co-investment alongside Ridgeline Fund IV. We are confident that our Funds & Asset Management Practice Group is well positioned to provide Pellegrino with the high-quality legal counsel and responsive client service that this transaction requires, and we look forward to a successful collaboration.

Please do not hesitate to contact me or Owen Fischer if you have any questions regarding this Engagement Letter or if you wish to discuss any of its provisions.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Nicholas Stern

Title: Partner, Funds & Asset Management Practice Group

Date: November 18, 2025

ACKNOWLEDGMENT AND ACCEPTANCE

The undersigned hereby acknowledges receipt of this Engagement Letter dated November 18, 2025, and confirms that Pellegrino Capital Group LLC agrees to the terms and conditions set forth herein.

ACKNOWLEDGED AND AGREED:

PELLEGRINO CAPITAL GROUP LLC

By: ________

Name: Adriana Voss

Title: Vice President & General Counsel

Date: ________

Enclosures: None.

cc: Marco A. Pellegrino, Founder & Managing Member, Pellegrino Capital Group LLC cc: Graham Sutherland, Partner, Calderwood & Harkness LLP cc: Owen Fischer, Associate, Calderwood & Harkness LLP

Timekeeper Category	2025 Hourly Rate Range
Partners	$1,050 – $1,250 per hour
Associates	$550 – $825 per hour
Paralegals	$350 – $450 per hour

PRIVILEGED & CONFIDENTIAL
CALDERWOOD & HARKNESS LLP Attorneys at Law
200 South Biscayne Boulevard Suite 4100 Miami, FL 33131
Telephone: (305) 884-7000 Facsimile: (305) 884-7001
November 18, 2025
Adriana Voss, Esq. Vice President & General Counsel Pellegrino Capital Group LLC 1440 Brickell Avenue, Suite 3200 Miami, FL 33131
Re: Engagement of Calderwood & Harkness LLP in Connection with Pellegrino Capital Group LLC Co-Investment alongside Ridgeline Equity Partners Fund IV, L.P. in Ridgeline-Clarion Co-Invest, L.P.
Matter No.: 1027-00002
Dear Ms. Voss:
1. Introduction and Purpose
Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") is pleased to confirm its engagement by Pellegrino Capital Group LLC ("Pellegrino" or "PCG"), a Delaware limited liability company, in connection with Pellegrino's proposed Twenty-Five Million Dollar ($25,000,000) co-investment alongside Ridgeline Equity Partners Fund IV, L.P. ("Ridgeline Fund IV") in Ridgeline-Clarion Co-Invest, L.P. (the "Co-Invest Vehicle"), a Delaware limited partnership formed for the purpose of facilitating co-investment alongside Ridgeline Fund IV.
As we understand the transaction, the Co-Invest Vehicle will co-invest alongside Ridgeline Fund IV in the equity of Clarion Holdings Acquisition Corp. ("AcquisitionCo"), a Delaware corporation formed to acquire one hundred percent (100%) of the equity interests of Clarion Hospitality Holdings, Inc. ("Clarion"), an integrated hospitality asset management platform headquartered in Nashville, Tennessee. The acquisition of Clarion by AcquisitionCo (the "Acquisition") is expected to be structured as a leveraged buyout, with the equity capitalization of AcquisitionCo funded through commitments from Ridgeline Fund IV, the Co-Invest Vehicle, and any other co-investment vehicles or equity participants designated by the sponsor.
Pellegrino's $25,000,000 commitment to the Co-Invest Vehicle represents approximately thirty-three and one-third percent (33.33%) of the Co-Invest Vehicle's aggregate Seventy-Five Million Dollar ($75,000,000) in commitments, and approximately ten percent (10.0%) of the total Two Hundred Fifty Million Dollar ($250,000,000) equity capitalization of AcquisitionCo. We understand that the balance of the equity capitalization will be comprised of commitments from Ridgeline Fund IV and, potentially, other co-investment participants alongside the Co-Invest Vehicle.
This letter agreement (the "Engagement Letter") sets forth the terms and conditions governing Calderwood & Harkness's engagement by Pellegrino, including the scope of legal services to be provided, attorney staffing, fees and billing arrangements, conflict of interest disclosures, confidentiality obligations, and other terms and conditions of the attorney-client relationship. We ask that you review this Engagement Letter carefully and confirm Pellegrino's agreement to these terms by executing and returning a copy as described in Section 13 below.
2. Client Identification
The client in this engagement is Pellegrino Capital Group LLC, and no other person or entity. Calderwood & Harkness's duties of loyalty, confidentiality, and professional responsibility in connection with this matter run solely to Pellegrino Capital Group LLC as an entity.
Calderwood & Harkness does not represent, and shall not be deemed to represent, any affiliate, subsidiary, member, manager, officer, director, employee, or agent of Pellegrino individually in connection with this engagement, including without limitation Marco A. Pellegrino (Founder & Managing Member) or Daniella R. Pellegrino (Chief Financial Officer), unless a separate written engagement agreement is entered into between the Firm and such individual expressly establishing such a representation. No attorney-client relationship shall arise between the Firm and any such individual by virtue of this Engagement Letter or the Firm's performance of services hereunder, and the interests of any such individual may not necessarily be aligned with the interests of Pellegrino as an entity in all respects.
The primary client contact for this engagement shall be Adriana Voss, Vice President & General Counsel, Pellegrino Capital Group LLC. Unless otherwise directed in writing, all substantive communications, deliverables, and invoices will be directed to Ms. Voss. We understand that Ms. Voss is authorized to provide instructions, approve work product, and make decisions on behalf of Pellegrino in connection with this engagement, subject to such internal approvals as may be required under Pellegrino's organizational documents and governance procedures.
3. Scope of Services
Calderwood & Harkness will provide legal services to Pellegrino in connection with the co-investment described above. The scope of our engagement is set forth in greater detail in Sections 3.1 through 3.5 below. We will endeavor to keep Pellegrino informed of material developments and to seek instructions on significant issues as they arise during the course of the representation.
3.1 Review and Negotiation of Co-Investment Documentation
Calderwood & Harkness will undertake the review, analysis, markup, and negotiation of the Amended and Restated Limited Partnership Agreement of Ridgeline-Clarion Co-Invest, L.P. (the "Co-Invest LPA"). We understand that the initial draft of the Co-Invest LPA has been prepared by Hartwell Velmoran & Pratt LLP, counsel to the sponsor, Ridgeline Equity Management LLC (the "Sponsor"). Our review will focus on the terms and provisions of the Co-Invest LPA that are material to Pellegrino's rights, obligations, and economic interests as a limited partner in the Co-Invest Vehicle, including but not limited to provisions relating to capital contributions and capital calls, distributions and distribution waterfalls, management fees and carried interest, clawback obligations, excuse and exclusion mechanisms, indemnification and exculpation of the general partner, transfer restrictions, dissolution and winding up, reporting and audit rights, key person events, and amendments and waivers.
In addition, Calderwood & Harkness will draft and negotiate a side letter agreement (the "Side Letter") between Ridgeline-Clarion Co-Invest GP LLC (the "Co-Invest GP") and Pellegrino. The Side Letter is intended to contain investor-specific protections and additional rights for the benefit of Pellegrino, including the following:
(a) most-favored-nation ("MFN") rights, entitling Pellegrino to elect to receive the benefit of any more favorable term or right granted to any other limited partner of the Co-Invest Vehicle in a side letter or other agreement, subject to customary exclusions;
(b) a right to a seat on the limited partner advisory committee ("LPAC") of the Co-Invest Vehicle, or, if no LPAC is formed for the Co-Invest Vehicle, a right to a seat on the LPAC of Ridgeline Fund IV, to the extent such rights are available;
(c) enhanced reporting rights, including quarterly unaudited financial statements, annual audited financial statements, and ad hoc reporting on material events affecting the Co-Invest Vehicle or the Acquisition;
(d) ESG reporting covenants, requiring the Sponsor or the Co-Invest GP to provide Pellegrino with periodic environmental, social, and governance reporting with respect to Clarion and the portfolio, consistent with Pellegrino's own ESG reporting framework and investor disclosure obligations;
(e) future co-investment allocation rights, entitling Pellegrino to a right of first offer or similar priority allocation right with respect to future co-investment opportunities originated by the Sponsor or Ridgeline Equity Management LLC in connection with Ridgeline Fund IV or any successor fund; and
(f) excuse and exclusion protections, permitting Pellegrino to be excused from participation in, or excluded from the costs of, any investment or activity that would cause Pellegrino to violate applicable law, regulation, or any provision of its organizational documents or constituent fund documentation.
Calderwood & Harkness will also review, negotiate, and complete a subscription agreement (the "Subscription Agreement") for Pellegrino's Twenty-Five Million Dollar ($25,000,000) limited partnership interest in the Co-Invest Vehicle, ensuring that the representations, warranties, and covenants contained therein are accurate and appropriate in the context of Pellegrino's organizational and regulatory status.
Finally, Calderwood & Harkness will assist Pellegrino with the completion of the investor questionnaire customarily required in connection with subscriptions of this nature, including representations and certifications relating to tax status (including U.S. tax-exempt status, if applicable), the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Foreign Account Tax Compliance Act ("FATCA") and the Common Reporting Standard ("CRS"), the Office of Foreign Assets Control ("OFAC") sanctions programs, and anti-money laundering ("AML") requirements.
3.2 Tax Analysis and Coordination
Calderwood & Harkness will prepare an internal tax analysis memorandum (the "Tax Memorandum") addressing the federal income tax implications of the co-investment structure for Pellegrino. The Tax Memorandum will address, among other matters, the following topics:
(a) classification of the Co-Invest Vehicle as a partnership for federal income tax purposes under Subchapter K of the Internal Revenue Code of 1986, as amended (the "Code"), and the implications of its organization as a Delaware limited partnership;
(b) unrelated business taxable income ("UBTI") considerations, to the extent relevant to Pellegrino or its underlying investors, including analysis of potential UBTI generated through the use of acquisition indebtedness or other debt-financed structures in connection with the Acquisition;
(c) analysis of the Foreign Investment in Real Property Tax Act of 1980 ("FIRPTA"), to the extent Clarion's assets include U.S. real property interests within the meaning of Section 897 of the Code;
(d) the allocation methodology under Section 704(b) of the Code (economic effect and substantiality) and Section 704(c) of the Code (contributed property and reverse Section 704(c) allocations), as reflected in the Co-Invest LPA;
(e) carried interest treatment under Section 1061 of the Code, including the three-year holding period requirement applicable to certain partnership interests held in connection with the performance of services; and
(f) state and local tax nexus analysis, with a particular focus on the states of Delaware, Florida, Tennessee, and New York, addressing potential filing obligations, withholding requirements, and composite return elections.
In connection with the foregoing, Calderwood & Harkness will coordinate with Pellegrino's independent tax and accounting advisor, Whitfield Greer & Associates LLP ("Whitfield Greer"), and specifically with Robert K. Anand, Engagement Partner at Whitfield Greer, regarding their independent tax structuring analysis, Schedule K-1 delivery mechanics and timing, and any other tax-related matters relevant to Pellegrino's participation in the Co-Invest Vehicle. Calderwood & Harkness's tax analysis is intended to supplement, and not to replace, the independent advice and analysis provided by Whitfield Greer.
3.3 Closing Deliverables
Calderwood & Harkness will prepare or coordinate the following deliverables in connection with the closing of Pellegrino's investment in the Co-Invest Vehicle:
(a) a comprehensive closing checklist identifying all deliverables required in connection with the closing, the party responsible for preparation or delivery of each item, the applicable deadline or target date, and the current status of each item;
(b) a funds flow memorandum detailing the movement of Pellegrino's Twenty-Five Million Dollar ($25,000,000) capital contribution from Pellegrino's designated bank account, through the escrow account maintained by Continental Fiduciary Services, Inc. (the "Escrow Agent") pursuant to the terms of the applicable escrow agreement, to the Co-Invest Vehicle's account, and onward to AcquisitionCo in connection with the consummation of the Acquisition;
(c) a legal opinion letter addressed to the Co-Invest GP, in customary form and substance, regarding the due organization, valid existence, and good standing of Pellegrino; the authorization by all necessary action of Pellegrino's execution, delivery, and performance of the Co-Invest LPA, the Side Letter, and the Subscription Agreement; and the enforceability of Pellegrino's obligations under such documents against Pellegrino in accordance with their respective terms, in each case subject to customary assumptions, qualifications, and exceptions; and
(d) an officer's certificate or secretary's certificate of Pellegrino, certifying as to the authority of the person or persons executing the transaction documents on behalf of Pellegrino, the incumbency of such person or persons, and the authenticity of the organizational documents of Pellegrino delivered in connection with the closing.
3.4 General Advisory
In addition to the specific tasks described above, Calderwood & Harkness will provide the following general advisory services in connection with the co-investment:
(a) preparation of internal memoranda summarizing the key terms of the Co-Invest LPA, identifying issues and risks, and setting forth our recommendations for Pellegrino's review and approval prior to the commencement of negotiations or the acceptance of proposed terms;
(b) internal tracking of negotiation points and their resolutions as between Calderwood & Harkness (on behalf of Pellegrino) and Hartwell Velmoran & Pratt LLP (on behalf of the Sponsor), including communications with Douglas W. Cheng, Partner, and Meredith L. Tanaka, Associate, at Hartwell Velmoran & Pratt LLP, and reporting on the status of such negotiations to Pellegrino; and
(c) general legal advice and counsel to Pellegrino in connection with the co-investment as may be reasonably requested by Pellegrino from time to time during the course of this engagement.
3.5 Limitations on Scope
The scope of Calderwood & Harkness's engagement is limited to the services described in Sections 3.1 through 3.4 above. Without limiting the generality of the foregoing, Pellegrino should be aware of the following limitations:
(a) Calderwood & Harkness is not engaged to provide legal advice with respect to the underlying Acquisition of Clarion, including but not limited to the conduct of business, legal, financial, or operational due diligence on Clarion's business, assets, liabilities, contracts, regulatory compliance, intellectual property, or workforce matters. Pellegrino should satisfy itself, through its own due diligence or through the diligence conducted by the Sponsor, that the Acquisition and the underlying business of Clarion meet Pellegrino's investment criteria.
(b) Calderwood & Harkness is not engaged to provide legal advice with respect to the credit facility or any other debt financing provided by Pinnacle National Bank, N.A. or any other lender in connection with the Acquisition, including the terms of any credit agreement, security agreement, guarantee, or intercreditor arrangement.
(c) Calderwood & Harkness is not engaged to advise on the interests, rights, or obligations of any party other than Pellegrino, including the Sponsor, the Co-Invest GP, Ridgeline Fund IV, AcquisitionCo, Clarion, any seller, or any other co-investor in the Co-Invest Vehicle (including without limitation Brindoval Growth Capital Fund II, L.P., to the extent it is a participant).
(d) Calderwood & Harkness is not engaged to provide tax advice as a substitute for the engagement of Whitfield Greer & Associates LLP. Any tax analysis provided by Calderwood & Harkness is supplemental in nature and is intended to inform Pellegrino's understanding of the tax aspects of the co-investment structure; such analysis should be reviewed in conjunction with, and does not supersede, the independent advice of Whitfield Greer & Associates LLP.
(e) Calderwood & Harkness does not represent Pellegrino in connection with any regulatory filings, including but not limited to filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, filings with the Securities and Exchange Commission, or filings with any state regulatory authority, unless separately agreed in writing.
If the scope of our engagement needs to be expanded or modified at any point, we will discuss the matter with you and, if appropriate, confirm any revised scope in a supplemental engagement letter or amendment to this Engagement Letter.
4. Staffing
The following attorneys have been assigned to this engagement and will be the primary members of the Calderwood & Harkness team working on this matter:
Responsible Partner: Nicholas Stern, Partner, Funds & Asset Management Practice Group. Mr. Stern will have overall responsibility for the engagement, including client relationship management, strategic direction, and supervision of all work product produced by the engagement team. Mr. Stern will serve as the primary point of contact for Pellegrino on significant issues, negotiations, and escalation matters.
Billing Partner: Graham Sutherland, Partner, Funds & Asset Management Practice Group. Mr. Sutherland will serve as the billing partner for purposes of rate approvals, billing administration, and invoice review. Mr. Sutherland will also be available to provide substantive legal advice as needed on particular issues within his areas of expertise.
Lead Associate: Owen Fischer, Associate, Funds & Asset Management Practice Group. Mr. Fischer will serve as the day-to-day lead on document review, drafting, markup, and negotiation of the Co-Invest LPA, Side Letter, Subscription Agreement, and related transaction documents. Mr. Fischer will also be responsible for coordinating with Hartwell Velmoran & Pratt LLP on document exchanges and turn schedules.
Working Associate: Stephen Adler, Associate, Funds & Asset Management Practice Group. Mr. Adler will support Mr. Fischer in connection with legal research, preparation of the closing checklist, drafting of the funds flow memorandum and certificates, and coordination of closing mechanics.
Additional attorneys, paralegals, or other professional staff may be assigned to this engagement from time to time as the needs of the matter require. We will endeavor to staff this matter efficiently and to avoid unnecessary duplication of effort. Pellegrino will be notified of any material changes in staffing, including the substitution of any of the named attorneys listed above.
5. Fees and Billing
5.1 Hourly Rates
This engagement will be billed on an hourly basis at Calderwood & Harkness's standard rates for the attorneys and professional staff assigned to the matter. The current rates for 2025 are as follows:
The specific rate for each timekeeper will fall within the applicable range based on the individual's seniority and experience level. We will provide Pellegrino with a schedule of the specific rates applicable to each attorney and paralegal assigned to this matter upon request.
Rates are subject to periodic adjustment, typically effective January 1 of each calendar year. Calderwood & Harkness will notify Pellegrino in advance of any rate changes. Any adjusted rates will apply to services rendered on or after the effective date of the adjustment.
5.2 Fee Estimate
Based on the anticipated scope of work described in Section 3 above and our experience with comparable co-investment transactions, Calderwood & Harkness estimates that total legal fees for this engagement will be in the range of One Hundred Seventy-Five Thousand Dollars ($175,000) to Two Hundred Fifty Thousand Dollars ($250,000), exclusive of disbursements and out-of-pocket expenses. This estimate assumes a transaction of moderate complexity, involving two to three rounds of negotiation on the Co-Invest LPA and Side Letter, and a closing timeline of approximately six to eight weeks from the date of this Engagement Letter.
This estimate is provided for budgeting and planning purposes only and does not constitute a cap, ceiling, fixed fee, or guarantee of total fees. Actual fees will depend on a number of factors, including the complexity and duration of negotiations with Hartwell Velmoran & Pratt LLP, the number and extent of drafts and revisions to the transaction documents, the scope and nature of issues that arise during the course of the engagement, and the extent of Pellegrino's requests for additional analysis or advisory services. If it appears at any point that our fees are likely to materially exceed this estimate, we will promptly notify Pellegrino and discuss appropriate steps.
Calderwood & Harkness will endeavor to keep Pellegrino informed of the status of accrued fees as the matter progresses, and is prepared to provide interim fee estimates or budget updates upon request.
5.3 Expenses and Disbursements
In addition to legal fees, Pellegrino will be responsible for the reimbursement of out-of-pocket costs and disbursements reasonably incurred by Calderwood & Harkness in connection with this engagement. Such costs and disbursements may include, without limitation, the following:
(a) filing fees, including fees for filings with the Delaware Secretary of State, requests for certificates of good standing or certificates of status, and similar governmental charges;
(b) messenger and courier charges;
(c) travel expenses, including airfare, hotel, ground transportation, and meals, if travel is required in connection with the engagement (which we do not currently anticipate);
(d) charges for outside photocopying, printing, or binding services in excess of routine in-office copying;
(e) fees for third-party vendors, including document management platforms, virtual data room access fees, and similar services; and
(f) long-distance telephone and videoconference charges, to the extent separately billable.
Filing fees for Delaware Secretary of State filings or good standing certificates will be billed at cost, without markup. Other disbursements will generally be billed at cost or at Calderwood & Harkness's standard internal charge rates, as applicable.
5.4 Invoicing and Payment
Invoices for fees and disbursements will be rendered on a monthly basis and are due and payable within thirty (30) days of the date of receipt. Each invoice will contain reasonable detail regarding the services rendered, including the identity of the attorney or professional performing the work, the date on which the services were performed, a description of the services rendered, and the amount of time expended.
If Pellegrino has any questions regarding an invoice or wishes to discuss any charge, we encourage you to contact Mr. Sutherland or Mr. Stern promptly so that any concerns can be addressed in a timely manner. Calderwood & Harkness reserves the right to charge interest on past-due balances at a rate of one percent (1.0%) per month, or the maximum rate permitted by applicable law, whichever is less, on any amounts remaining unpaid for more than sixty (60) days following the date of the applicable invoice.
6. Conflicts of Interest
Calderwood & Harkness has conducted a conflicts check in connection with this engagement in accordance with the Firm's standard conflict clearance procedures. Based on that review, the Firm is not aware of any conflict of interest that would prevent it from representing Pellegrino in this matter under the applicable Florida Rules of Professional Conduct.
Specifically, Calderwood & Harkness does not currently represent, and has not in the recent past represented, any of the following entities in connection with this transaction or any related matter: Ridgeline Equity Partners Fund IV, L.P.; Ridgeline Equity Management LLC; Ridgeline-Clarion Co-Invest GP LLC; Clarion Hospitality Holdings, Inc.; Clarion Holdings Acquisition Corp.; Brindoval Growth Capital Fund II, L.P.; Pinnacle National Bank, N.A.; or any of their respective affiliates, general partners, managing members, or portfolio companies, insofar as such representation would relate to the subject matter of this engagement.
Pellegrino acknowledges and agrees that Calderwood & Harkness is a large, multi-office law firm with a diverse client base, and that the Firm may from time to time represent other clients whose interests may be adverse to Pellegrino in matters that are unrelated to this engagement. Nothing in this Engagement Letter shall be construed to preclude or restrict Calderwood & Harkness from accepting or continuing any such representation, provided that (i) the matter in question does not involve the same or a substantially related matter as this engagement, and (ii) such representation does not create a direct and impermissible conflict of interest with respect to the Firm's obligations to Pellegrino under this Engagement Letter and the applicable Rules of Professional Conduct.
In the event that a conflict of interest arises during the course of this engagement, Calderwood & Harkness will promptly notify Pellegrino of the conflict and discuss appropriate steps to address it. Such steps may include, depending on the nature and severity of the conflict, the implementation of an ethical wall or information barrier within the Firm, the obtaining of an informed written waiver from the affected parties, or, if the conflict cannot be adequately resolved, the withdrawal of Calderwood & Harkness from the representation in accordance with Section 9 of this Engagement Letter.
7. Confidentiality
Calderwood & Harkness will maintain the confidentiality of all information provided by Pellegrino, or obtained by the Firm on behalf of Pellegrino, in connection with this engagement. This obligation is consistent with, and in addition to, the Firm's duties of confidentiality under the applicable Florida Rules of Professional Conduct (including Rule 4-1.6) and other applicable law. All confidential information received from Pellegrino will be disclosed within the Firm only to those attorneys, paralegals, and staff who have a need to know such information in connection with the performance of services under this engagement.
Pellegrino hereby authorizes Calderwood & Harkness to disclose confidential information to the following parties to the extent reasonably necessary in connection with the negotiation and closing of the co-investment:
(a) Hartwell Velmoran & Pratt LLP, counsel to the Sponsor, in connection with the negotiation of the Co-Invest LPA, Side Letter, Subscription Agreement, and related transaction documents;
(b) Aldridge Mayer Stevens LLP, counsel to the seller(s) of Clarion, to the extent that the exchange of information with seller's counsel is reasonably required in connection with the co-investment closing process;
(c) Whitfield Greer & Associates LLP, Pellegrino's independent tax and accounting advisor, in connection with the tax analysis and coordination described in Section 3.2 above; and
(d) Continental Fiduciary Services, Inc., the Escrow Agent, in connection with the preparation and execution of the funds flow memorandum and the mechanics of capital contribution funding.
This authorization is limited to disclosures that are reasonably necessary for the purposes described above and does not constitute a general waiver of Pellegrino's right to confidentiality. Calderwood & Harkness will use reasonable efforts to ensure that any such disclosures are made in a manner that preserves applicable privileges, including the attorney-client privilege and the work product doctrine, to the greatest extent practicable.
8. Document Retention
Calderwood & Harkness will maintain all files, documents, correspondence, memoranda, work product, and other materials related to this engagement (collectively, "Engagement Files") in accordance with the Firm's document retention policy, as in effect from time to time. The Engagement Files will include both physical and electronic files.
Upon completion or termination of this engagement, the Firm will retain the Engagement Files for a period of not less than seven (7) years, or such longer period as may be required by applicable professional standards, rules, or regulations. After the expiration of the applicable retention period, and upon reasonable advance written notice to Pellegrino (which notice shall be directed to the last known address of the primary client contact), Calderwood & Harkness may destroy the Engagement Files in accordance with its standard retention and destruction procedures. Pellegrino may request the return or transfer of original documents at any time during the retention period, and the Firm will accommodate such requests within a reasonable time, subject to the Firm's right to retain copies for its own records and any applicable lien rights.
9. Termination
Either party may terminate this engagement at any time, with or without cause, upon written notice to the other party. Calderwood & Harkness's right to terminate is subject to the Firm's professional obligations, including the duty to provide reasonable notice and to avoid prejudice to the client's interests, and to any applicable rules governing the withdrawal of counsel.
In the event of termination by either party, Pellegrino will remain responsible for the payment of all fees and expenses incurred by Calderwood & Harkness through the effective date of termination, and all outstanding invoices shall become due and payable upon termination.
Upon termination, Calderwood & Harkness will cooperate with Pellegrino in the orderly transition and transfer of the matter to successor counsel designated by Pellegrino, including the timely delivery of all Engagement Files, work product, and other materials in the Firm's possession that are necessary for successor counsel to continue the representation, subject to any applicable lien rights of the Firm and any applicable court rules or professional obligations. Pellegrino agrees to execute any authorizations or consents reasonably necessary to facilitate such transfer.
10. Governing Law
This Engagement Letter shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles. Any dispute arising out of or relating to this Engagement Letter or the services provided hereunder shall be subject to the exclusive jurisdiction of the state and federal courts located in Miami-Dade County, Florida, and each party hereby consents to the personal jurisdiction of such courts.
11. Limitation of Liability
To the fullest extent permitted by applicable law and the Florida Rules of Professional Conduct, Calderwood & Harkness's aggregate liability to Pellegrino arising out of or relating to the services provided under this engagement, whether based in contract, tort, negligence, breach of fiduciary duty, or otherwise, shall not exceed the total amount of fees actually paid by Pellegrino to Calderwood & Harkness under this Engagement Letter. This limitation of liability shall not apply to claims arising from the Firm's gross negligence, willful misconduct, or fraud.
Pellegrino acknowledges that this limitation of liability has been negotiated at arm's length and reflects a reasonable allocation of risk between the parties in light of the fees charged for the services rendered. Nothing in this Section 11 shall be construed to limit any rights or remedies available to Pellegrino under the applicable Rules of Professional Conduct or other non-waivable provisions of applicable law.
12. Miscellaneous
This Engagement Letter constitutes the entire agreement between Calderwood & Harkness and Pellegrino with respect to the terms and conditions of the engagement described herein and supersedes all prior or contemporaneous discussions, representations, and agreements, whether written or oral, relating to the subject matter hereof.
No amendment, modification, or waiver of any provision of this Engagement Letter shall be effective unless set forth in a writing signed by both Calderwood & Harkness and Pellegrino. No failure or delay by either party in exercising any right or remedy hereunder shall constitute a waiver thereof.
This matter has been assigned the internal reference number 1027-00002 within Calderwood & Harkness's matter management system. Pellegrino is requested to reference this matter number on all correspondence and communications directed to the Firm in connection with this engagement, including payment remittances, to ensure proper application and recordkeeping.
The provisions of Sections 5 (Fees and Billing), 7 (Confidentiality), 8 (Document Retention), 10 (Governing Law), and 11 (Limitation of Liability) shall survive the termination or completion of this engagement.
13. Acceptance
If the foregoing terms are acceptable to Pellegrino, we respectfully request that Adriana Voss, in her capacity as Vice President & General Counsel of Pellegrino Capital Group LLC, sign and date this Engagement Letter in the space provided below and return one fully executed copy to the undersigned at your earliest convenience. A countersigned copy may be returned via email (PDF) to nstern@calderwoodharkness.com or via hand delivery or overnight courier to our office address set forth above.
We are genuinely enthusiastic about the opportunity to work with Pellegrino Capital Group and the broader PCG team on this co-investment alongside Ridgeline Fund IV. We are confident that our Funds & Asset Management Practice Group is well positioned to provide Pellegrino with the high-quality legal counsel and responsive client service that this transaction requires, and we look forward to a successful collaboration.
Please do not hesitate to contact me or Owen Fischer if you have any questions regarding this Engagement Letter or if you wish to discuss any of its provisions.
Very truly yours,
CALDERWOOD & HARKNESS LLP
CALDERWOOD & HARKNESS LLP
By: ________
Name: Nicholas Stern
Title: Partner, Funds & Asset Management Practice Group
Date: November 18, 2025
ACKNOWLEDGMENT AND ACCEPTANCE
The undersigned hereby acknowledges receipt of this Engagement Letter dated November 18, 2025, and confirms that Pellegrino Capital Group LLC agrees to the terms and conditions set forth herein.
ACKNOWLEDGED AND AGREED:
PELLEGRINO CAPITAL GROUP LLC
By: ________
Name: Adriana Voss
Title: Vice President & General Counsel
Date: ________
Enclosures: None.
cc: Marco A. Pellegrino, Founder & Managing Member, Pellegrino Capital Group LLC cc: Graham Sutherland, Partner, Calderwood & Harkness LLP cc: Owen Fischer, Associate, Calderwood & Harkness LLP
Timekeeper Category | 2025 Hourly Rate Range
Partners | $1,050 – $1,250 per hour
Associates | $550 – $825 per hour
Paralegals | $350 – $450 per hour

PRIVILEGED & CONFIDENTIAL

CALDERWOOD & HARKNESS LLP

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGMENT AND ACCEPTANCE

ACKNOWLEDGED AND AGREED:

PELLEGRINO CAPITAL GROUP LLC

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