INVESTOR QUESTIONNAIRE
Ridgeline-Clarion Co-Invest, L.P.
A Delaware Limited Partnership
Completed by:
PELLEGRINO CAPITAL GROUP LLC A Delaware Limited Liability Company
January 30, 2026
CONFIDENTIAL TREATMENT REQUESTED — This document contains confidential and proprietary information. It is provided solely for the use of the General Partner, its counsel, and the Investor's counsel, and may not be reproduced, distributed, or disclosed to any third party without the prior written consent of Pellegrino Capital Group LLC, except as otherwise provided herein.
This Investor Questionnaire (this "Questionnaire") is being submitted in connection with the subscription by the undersigned investor (the "Investor") for a limited partnership interest in Ridgeline-Clarion Co-Invest, L.P., a Delaware limited partnership (the "Partnership"), pursuant to the Subscription Agreement of even date herewith (the "Subscription Agreement") and the Amended and Restated Limited Partnership Agreement of the Partnership dated as of January 30, 2026 (the "Partnership Agreement").
The Investor is requested to complete this Questionnaire to enable Ridgeline-Clarion Co-Invest GP LLC, a Delaware limited liability company (the "General Partner"), and its counsel, Hartwell Velmoran & Pratt LLP, and the Investor's counsel, Calderwood & Harkness LLP, to confirm the Investor's eligibility to subscribe for a limited partnership interest in the Partnership and to comply with applicable federal and state securities laws, tax reporting obligations, and anti-money laundering regulations. Capitalized terms used but not defined herein have the meanings ascribed to them in the Partnership Agreement.
Confidentiality. The information contained herein is being furnished on a confidential basis and will be kept confidential by the General Partner, except as may be required by law, regulation, or legal process, or as reasonably necessary in connection with the administration of the Partnership. The General Partner will exercise reasonable care to protect the confidentiality of the information provided in this Questionnaire and will limit disclosure of such information to those persons who have a legitimate need to know in connection with the foregoing purposes.
Tax Advisor Coordination. This Questionnaire has been prepared with the assistance of Calderwood & Harkness LLP (Matter No. 1027-00002) and Whitfield Greer & Associates LLP (Robert K. Anand, CPA, Engagement Partner). Questions regarding the tax representations and classifications contained herein should be directed to such advisors.
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PART I — INVESTOR IDENTIFICATION AND CONTACT INFORMATION
Section 1.1 — Legal Name and Structure
Full Legal Name of the Investor: Pellegrino Capital Group LLC
Trade Names / Doing Business As: The Investor is informally known as "Pellegrino" or "PCG." The Investor does not maintain any formal d/b/a registrations.
Entity Type: Limited Liability Company
Jurisdiction of Formation / Organization: State of Delaware. Pellegrino Capital Group LLC was formed under the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq.
Date of Formation: To be confirmed by reference to the Certificate of Formation on file with the Delaware Secretary of State. A copy of the Certificate of Formation is attached hereto as part of Exhibit B.
Foreign Qualification: Yes. The Investor is foreign-qualified to conduct business in the State of Florida, as evidenced by a certificate of authority issued by the Florida Department of State, Division of Corporations. A copy of the foreign qualification certificate is attached hereto as part of Exhibit B. The Investor is not currently qualified to do business in any other state or jurisdiction.
U.S. Taxpayer Identification Number (Employer Identification Number): 84-3291047
IRS Form to Be Provided: IRS Form W-9 (Request for Taxpayer Identification Number and Certification). A completed Form W-9 for the Investor is attached hereto as Exhibit A.
Section 1.2 — Principal Office Address
The principal office of the Investor is located at the following address:
Pellegrino Capital Group LLC 1440 Brickell Avenue, Suite 3200 Miami, FL 33131 United States of America
Telephone: [To be provided by Investor]
Email: [To be provided by Investor]
All correspondence and notices to the Investor shall be directed to the principal office address set forth above, unless the Investor provides alternative notice instructions as set forth in Section 1.3 below.
Section 1.3 — Notice and Communication Details
Primary Contact for Notices Under the Partnership Agreement:
Name: Adriana Voss
Title: Vice President & General Counsel
Address: 1440 Brickell Avenue, Suite 3200, Miami, FL 33131
Email: [To be provided by Investor]
Telephone: [To be provided by Investor]
Ms. Voss is designated as the primary point of contact for all legal and administrative notices under the Partnership Agreement, the Subscription Agreement, and any ancillary documents. All formal notices required to be delivered to the Investor pursuant to Section 12.3 of the Partnership Agreement (or such other section as may govern notices) should be directed to Ms. Voss at the address and email set forth above.
Secondary / Alternate Contact:
Name: Daniella R. Pellegrino
Title: Chief Financial Officer
Address: 1440 Brickell Avenue, Suite 3200, Miami, FL 33131
Email: [To be provided by Investor]
Telephone: [To be provided by Investor]
Ms. Pellegrino is designated as the secondary contact for the Investor and shall serve as the primary contact for all financial, capital call, distribution, and tax reporting matters, including receipt of capital call notices, distribution notices, and Schedule K-1s, unless otherwise specified in Section 3.4 below.
Section 1.4 — Legal Counsel
The Investor is represented by the following legal counsel in connection with this subscription and the transactions contemplated hereby:
Firm: Calderwood & Harkness LLP Address: 200 South Biscayne Boulevard, Suite 4100, Miami, FL 33131 Lead Contact: Nicholas Stern, Responsible Partner, Funds & Asset Management Matter Number: 1027-00002
Calderwood & Harkness LLP has reviewed this Questionnaire on behalf of the Investor and has advised the Investor with respect to the Subscription Agreement, the Partnership Agreement, and any related side letter or ancillary documentation executed in connection with the Investor's subscription.
Section 1.5 — Tax / Accounting Advisor
The Investor's tax and accounting matters are managed by the following advisor:
Firm: Whitfield Greer & Associates LLP Address: 100 SE 2nd Street, Suite 2800, Miami, FL 33131 Lead Contact: Robert K. Anand, CPA, Engagement Partner
Whitfield Greer & Associates LLP has assisted the Investor in preparing the tax-related representations contained in this Questionnaire, including with respect to the Investor's U.S. federal tax classification, backup withholding status, and state tax nexus disclosures.
PART II — BENEFICIAL OWNERSHIP AND CONTROL
Section 2.1 — Authorized Signatories
The following individual is authorized to execute this Questionnaire, the Subscription Agreement, the Partnership Agreement, and any related documents on behalf of the Investor:
Mr. Pellegrino is the sole individual authorized to bind the Investor with respect to investment commitments, capital calls, and the execution and delivery of legal documents related to the Partnership. Evidence of such authorization, in the form of member resolutions or written consent, is attached hereto as Exhibit D.
Section 2.2 — Beneficial Owners
In accordance with the requirements of the Financial Crimes Enforcement Network ("FinCEN") Customer Due Diligence Rule (31 C.F.R. § 1010.230) and the General Partner's anti-money laundering compliance procedures, the Investor is required to identify each individual who, directly or indirectly, (i) owns twenty-five percent (25%) or more of the equity interests of the Investor, or (ii) otherwise exercises significant managerial control over the Investor.
Beneficial Owner 1:
Mr. Pellegrino is the controlling member of Pellegrino Capital Group LLC and exercises ultimate decision-making authority over the Investor's investment activities, including the commitment to the Partnership.
Additional Beneficial Owners:
The Investor is requested to identify any additional individuals who own twenty-five percent (25%) or more of the equity interests of the Investor or who otherwise exercise significant managerial control. It is noted that Daniella R. Pellegrino serves as Chief Financial Officer of the Investor and may hold qualifying equity interests. The Investor will confirm whether Ms. Pellegrino or any other individual meets the applicable ownership or control thresholds and will provide supplemental beneficial ownership information to the General Partner promptly upon confirmation.
Section 2.3 — Organizational Chart
The Investor has been requested to attach an organizational chart showing the ownership structure of the Investor and any entities through which the Investor holds its interest in the Partnership. The Investor's investment in the Partnership is being made directly by Pellegrino Capital Group LLC; there is no intermediate holding entity between the Investor and the Partnership.
A complete organizational chart showing the investment chain from the ultimate beneficial owners through to the target portfolio company is attached hereto as Exhibit C. The investment chain is as follows:
Marco A. Pellegrino (and any other members) ↓ Pellegrino Capital Group LLC (the "Investor") ↓ Ridgeline-Clarion Co-Invest, L.P. (the "Partnership") ↓ Clarion Holdings Acquisition Corp. ("AcquisitionCo") ↓ Clarion Hospitality Holdings, Inc. (the "Portfolio Company")
PART III — TAX STATUS AND CLASSIFICATION
Section 3.1 — U.S. Tax Classification
Is the Investor a U.S. person for U.S. federal income tax purposes? Yes.
The Investor is a domestic limited liability company organized under the laws of the State of Delaware and is treated as a U.S. person within the meaning of Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the "Code").
U.S. Federal Tax Classification. Please check the applicable classification of the Investor under the Treasury Regulations:
• [ ] Individual
• [ ] C Corporation (entity taxable under Subchapter C of the Code)
• [ ] S Corporation (entity taxable under Subchapter S of the Code)
• [X] Partnership (LLC taxed as a partnership under Subchapter K of the Code)
• [ ] Disregarded entity (single-member LLC disregarded for federal tax purposes)
• [ ] Trust
• [ ] Estate
• [ ] Tax-exempt organization (Section 501(c)(3) or other exempt organization)
• [ ] Other (specify: ___)
Note: Pellegrino Capital Group LLC is classified as a partnership for U.S. federal income tax purposes. The Investor is a multi-member limited liability company that has not elected to be classified as a corporation under Treasury Regulations Section 301.7701-3 and therefore is treated as a partnership pursuant to the default classification rules of Treasury Regulations Section 301.7701-3(b)(1). To the extent that the current membership structure of the Investor results in only one member holding equity, the classification would default to a disregarded entity rather than a partnership. The Investor's tax advisor, Whitfield Greer & Associates LLP, has been engaged to confirm the Investor's current membership composition and the corresponding federal tax classification, and the Investor will promptly notify the General Partner of any change in such classification.
Has the Investor filed IRS Form 8832 (Entity Classification Election)? To be confirmed by the Investor and its tax advisor. The Investor does not believe that any such election has been filed, but will provide confirmation upon completion of its review.
State of Tax Residence: The Investor's principal office is located in the State of Florida. Florida does not impose a state income tax on individuals or pass-through entities. The Investor is not subject to any state-level income tax in Florida.
Section 3.2 — Taxpayer Identification
Employer Identification Number (EIN): 84-3291047
IRS Form W-9: A completed IRS Form W-9 for the Investor is attached hereto as Exhibit A. The Form W-9 certifies the Investor's taxpayer identification number and confirms that the Investor is not subject to backup withholding.
Is the Investor subject to backup withholding under Section 3406 of the Internal Revenue Code? No. The Investor has not been notified by the Internal Revenue Service that it is subject to backup withholding as a result of a failure to report all interest or dividends, and the Investor has not otherwise failed to comply with the requirements for exemption from backup withholding.
Section 3.3 — Tax-Exempt Status
Is the Investor a tax-exempt organization described in Section 501(a) of the Internal Revenue Code? No. The Investor is a taxable entity organized as a limited liability company and does not claim any exemption from federal income taxation.
Is the Investor a "foundation" within the meaning of Section 4946 of the Internal Revenue Code? No. The Investor is not a private foundation, and no portion of the Investor's assets constitutes assets of a private foundation.
Is the Investor subject to taxation on unrelated business taxable income ("UBTI") under Sections 511–514 of the Internal Revenue Code? No. The Investor is not a tax-exempt entity and therefore is not subject to the UBTI provisions of the Code. Because the Investor is taxed as a partnership, all items of income, gain, loss, deduction, and credit will flow through to the Investor's members in the ordinary course and will not be subject to the UBTI rules at the entity level.
Section 3.4 — K-1 Delivery Information
The Investor requests that Schedule K-1s (IRS Form 1065, Schedule K-1) be delivered as follows:
K-1 Delivery Address:
Pellegrino Capital Group LLC 1440 Brickell Avenue, Suite 3200 Miami, FL 33131
Attn: Daniella R. Pellegrino, Chief Financial Officer
Copy to Tax Advisor:
Whitfield Greer & Associates LLP 100 SE 2nd Street, Suite 2800 Miami, FL 33131
Attn: Robert K. Anand, CPA, Engagement Partner
The Investor acknowledges that the Partnership will use commercially reasonable efforts to deliver Schedule K-1s to the Investor and its designated tax advisor by March 15 of each year following the end of the applicable taxable year. The Investor further acknowledges that the Partnership may deliver draft or estimated K-1s in advance of final K-1s, and that the Investor's filing obligations and estimated tax payment obligations remain the sole responsibility of the Investor and its tax advisor.
Section 3.5 — State Tax Nexus
List all U.S. states in which the Investor currently files income or franchise tax returns:
• Florida — No state income tax. The Investor files an annual report with the Florida Department of State, Division of Corporations, and pays the applicable annual report fee, but does not file a state income tax return.
• Delaware — The Investor pays the Delaware annual franchise tax applicable to limited liability companies but does not file a Delaware state income tax return, as Delaware does not impose an income tax on limited liability companies that do not conduct business within the state.
State Tax Nexus Acknowledgment. The Investor is aware that the Partnership's investments may create state tax nexus in additional jurisdictions, including but not limited to the State of Tennessee and the State of New York, as a result of the Partnership's direct or indirect ownership of interests in Clarion Holdings Acquisition Corp. and Clarion Hospitality Holdings, Inc. and the operations thereof. The Investor consents to the Partnership's filing of composite returns, withholding tax returns, or other required state tax filings on behalf of the Investor in any jurisdiction where such filings are required by applicable law. The Investor further acknowledges that any state tax payments made by the Partnership on behalf of the Investor may be treated as a distribution to the Investor or an advance against future distributions, as provided in the Partnership Agreement.
PART IV — ERISA AND BENEFIT PLAN REPRESENTATIONS
Section 4.1 — Plan Assets
The following questions are designed to determine whether the Investor's commitment to the Partnership involves "plan assets" subject to the fiduciary responsibility and prohibited transaction provisions of Title I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Code.
Is the Investor, or is any portion of the assets used to fund the Investor's commitment to the Partnership, subject to Title I of ERISA? No.
Does the Investor constitute a "benefit plan investor" as defined in Section 3(42) of ERISA and Department of Labor Regulation Section 2510.3-101, as modified by Section 3(42) of ERISA? No.
Is the Investor a governmental plan (as defined in Section 3(32) of ERISA), a church plan (as defined in Section 3(33) of ERISA), or a non-U.S. plan (as described in Section 4(b)(4) of ERISA)? No.
Is the Investor a plan described in Section 4975(e)(1) of the Internal Revenue Code, including an individual retirement account (IRA), a Keogh plan, a qualified retirement plan, or any other tax-qualified plan? No.
ERISA Representation. The Investor represents and warrants that it is not, and the assets used to fund its capital commitment to the Partnership are not, "plan assets" within the meaning of ERISA and the regulations promulgated thereunder by the Department of Labor (29 C.F.R. § 2510.3-101, as modified by Section 3(42) of ERISA). The Investor is a private family office investment vehicle and does not hold assets on behalf of any employee benefit plan, pension plan, profit-sharing plan, or similar arrangement subject to ERISA or Section 4975 of the Code. None of the Investor's assets are derived from, contributed by, or attributable to any such plan or arrangement.
Section 4.2 — "25% Test" Representation
Even if the Investor is not itself an employee benefit plan or other plan subject to ERISA, it is necessary to determine whether "benefit plan investors" (as defined in Section 3(42) of ERISA) hold twenty-five percent (25%) or more of the value of any class of equity interests in the Investor, as determined in accordance with Department of Labor Regulation Section 2510.3-101(f).
Do "benefit plan investors" hold 25% or more of the value of any class of equity interests in the Investor? No. The equity interests in Pellegrino Capital Group LLC are held exclusively by individual members who are not benefit plan investors, and no portion of the Investor's equity is held by or on behalf of any employee benefit plan, individual retirement account, or other arrangement described in Section 3(42) of ERISA or Section 4975(e)(1) of the Code.
PART V — FATCA / CRS REPRESENTATIONS
Section 5.1 — FATCA Status (Foreign Account Tax Compliance Act)
The following questions relate to the Investor's status under the Foreign Account Tax Compliance Act ("FATCA"), as set forth in Sections 1471 through 1474 of the Code and the Treasury Regulations promulgated thereunder.
Is the Investor a "foreign financial institution" ("FFI") as defined in Section 1471(d)(4) of the Internal Revenue Code? No. The Investor is a U.S. person organized under the laws of the State of Delaware and is not a foreign financial institution.
Is the Investor a "non-financial foreign entity" ("NFFE") as defined in Section 1472 of the Internal Revenue Code? No. The Investor is a U.S. person and is not a foreign entity of any kind.
FATCA Classification: The Investor is a U.S. person for purposes of FATCA and is not subject to FATCA withholding. The Investor has provided a completed IRS Form W-9 (attached hereto as Exhibit A) in lieu of any FATCA-related forms (such as Form W-8BEN-E), which are not applicable to U.S. persons.
Global Intermediary Identification Number (GIIN): Not applicable. A GIIN is required only for foreign financial institutions that have entered into an agreement with the IRS under FATCA. As a U.S. person, the Investor is not required to obtain or maintain a GIIN.
Section 5.2 — Common Reporting Standard (CRS)
The following questions relate to the Investor's status under the Organisation for Economic Co-operation and Development ("OECD") Common Reporting Standard ("CRS") for the automatic exchange of financial account information.
Is the Investor a "Reportable Person" under the OECD Common Reporting Standard? Not applicable. The Investor is organized and tax-resident in the United States. The United States is not a participating CRS jurisdiction; rather, the United States participates in the automatic exchange of financial information through FATCA and related intergovernmental agreements. Accordingly, the CRS classifications and reporting obligations do not apply to the Investor.
Country(ies) of Tax Residence: United States of America.
Does the Investor maintain financial accounts reportable under any intergovernmental agreement implementing CRS? No. The Investor does not maintain financial accounts outside the United States that would be reportable under CRS or any related intergovernmental agreement.
PART VI — ANTI-MONEY LAUNDERING (AML) AND OFAC REPRESENTATIONS
Section 6.1 — AML Certifications
The Investor hereby certifies, represents, and warrants to the General Partner as follows:
(a) The Investor is not, and no person or entity that directly or indirectly owns or controls the Investor is, (i) listed on the Specially Designated Nationals and blocked Persons List (the "SDN List") maintained by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), (ii) listed on any other sanctions list maintained by OFAC, the U.S. Department of State, the U.S. Department of Commerce (Bureau of Industry and Security), or the United Nations Security Council, including without limitation the Sectoral Sanctions Identifications List, the Foreign Sanctions Evaders List, and the Non-SDN Menu-Based Sanctions List, or (iii) located in, organized under the laws of, or a resident of any country or territory that is the subject of comprehensive U.S. economic or trade sanctions, including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine.
(b) The funds used by the Investor to make its capital commitment to the Partnership are derived from lawful sources and are not directly or indirectly derived from, or related to, any illegal activities, including without limitation money laundering, drug trafficking, terrorist financing, tax evasion, or other criminal activities. The Investor has taken all reasonable steps to verify the lawful origin of the funds to be contributed to the Partnership and will continue to do so with respect to any future capital contributions.
(c) The Investor has established and maintains an anti-money laundering compliance program as required by applicable law, including the Bank Secrecy Act (31 U.S.C. §§ 5311 et seq.) and the regulations promulgated thereunder by FinCEN, to the extent such a program is required of the Investor. To the extent that the Investor is not legally required to maintain such a program, the Investor has adopted reasonable policies and procedures to guard against the use of its assets for money laundering or terrorist financing purposes.
(d) The Investor will promptly notify the General Partner in writing if any of the foregoing representations ceases to be true and accurate at any time during the term of the Partnership.
Section 6.2 — OFAC / Sanctions Representation
Is the Investor, or any of its direct or indirect owners, directors, officers, or employees, a "Specially Designated National" or "Blocked Person" under any OFAC sanctions program? No.
Is the Investor located in, or conducting business with persons or entities in, any OFAC-sanctioned country or territory? No. The Investor's business activities are conducted principally in the United States, and the Investor does not have any business relationships, joint ventures, investments, or other dealings with persons or entities located in or organized under the laws of any OFAC-sanctioned country or territory.
Has the Investor ever been the subject of any investigation or enforcement action by OFAC, FinCEN, the U.S. Department of Justice, or any similar governmental authority relating to money laundering, terrorist financing, economic sanctions, or export controls? No.
Section 6.3 — USA PATRIOT Act
The Investor acknowledges that the General Partner may be required to verify the identity of the Investor and its beneficial owners pursuant to the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the "USA PATRIOT Act") (Title III of Pub. L. 107-56) and the implementing regulations promulgated by the U.S. Department of the Treasury and FinCEN. The Investor agrees to provide any additional documentation that may be reasonably requested by the General Partner in connection with the General Partner's customer identification program and know-your-customer procedures, including but not limited to government-issued identification for beneficial owners, evidence of formation and existence, and such other documents as the General Partner may reasonably require. The Investor's prompt compliance with any such request is a condition to the acceptance of the Investor's subscription and continued participation in the Partnership.
PART VII — SECURITIES LAW REPRESENTATIONS
Section 7.1 — Accredited Investor Status
Is the Investor an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the "Securities Act")? Yes.
The Investor qualifies as an accredited investor on the following basis (check all that apply):
• [ ] Rule 501(a)(1) — Any bank as defined in Section 3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; any investment adviser registered pursuant to Section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state; any investment adviser relying on the exemption from registering with the Commission under Section 203(l) or (m) of the Investment Advisers Act of 1940; any insurance company as defined in Section 2(a)(13) of the Securities Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act; any Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; any Rural Business Investment Company as defined in Section 384A of the Consolidated Farm and Rural Development Act; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of Title I of ERISA if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000.
• [ ] Rule 501(a)(2) — Any private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.
• [ ] Rule 501(a)(3) — Any organization described in Section 501(c)(3) of the Code, corporation, Massachusetts or similar business trust, partnership, or limited liability company, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000.
• [X] Rule 501(a)(8) — Any entity in which all of the equity owners are accredited investors.
• [X] Rule 501(a)(9) — Any entity, of a type not listed in Rule 501(a)(1), (2), (3), or (7), not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000.
• [ ] Other (specify: ___)
Note on Accredited Investor Qualification: Pellegrino Capital Group LLC qualifies as an accredited investor under Rule 501(a) of Regulation D on dual bases. First, the Investor qualifies under Rule 501(a)(8) as an entity in which all of the equity owners are individually accredited investors. Second, the Investor independently qualifies under Rule 501(a)(9) as an entity owning investments in excess of $5,000,000 that was not formed for the specific purpose of acquiring the limited partnership interests being offered. Pellegrino Capital Group LLC manages approximately $1.8 billion in assets under management across hospitality real estate, asset management platforms, and liquid alternatives, and accordingly its investment portfolio substantially exceeds the $5,000,000 threshold.
Section 7.2 — Qualified Purchaser Status
Is the Investor a "qualified purchaser" as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended (the "Investment Company Act")? Yes.
Basis for Qualified Purchaser Status: The Investor is a "qualified purchaser" within the meaning of Section 2(a)(51)(A)(iv) of the Investment Company Act, as a person (other than a natural person) acting for its own account or the accounts of other qualified purchasers, that in the aggregate owns and invests on a discretionary basis not less than $25,000,000 in "investments" (as defined in Rule 2a51-1 under the Investment Company Act).
Pellegrino Capital Group LLC manages approximately $1.8 billion in assets under management across a diversified portfolio of hospitality real estate investments, asset management platforms, and liquid alternative strategies. The Investor's portfolio of "investments" as defined in Rule 2a51-1 substantially exceeds the $25,000,000 threshold for qualified purchaser status.
Section 7.3 — Qualified Eligible Person / Other
Is the Investor a "qualified eligible person" or "qualified eligible participant" under CFTC Regulation 4.7? Not applicable. The Partnership does not trade commodity interests and does not operate as a commodity pool within the meaning of the Commodity Exchange Act. Accordingly, this classification is not relevant to the Investor's subscription.
Is the Investor a "knowledgeable employee" as defined in Rule 3c-5 under the Investment Company Act of 1940? No. The Investor is not an employee of the General Partner or any of its affiliates and does not qualify as a "knowledgeable employee" under Rule 3c-5.
Section 7.4 — Investment Representations
The Investor makes the following representations and warranties with respect to its investment in the Partnership:
(a) The Investor is acquiring its limited partnership interest in the Partnership for its own account, for investment purposes only, and not with a view to the distribution, resale, or other disposition thereof in violation of the Securities Act or any applicable state securities laws. The Investor does not presently have any contract, undertaking, agreement, or arrangement with any person to sell, transfer, or grant participation to such person or to any third person with respect to the limited partnership interest being acquired.
(b) The Investor has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Partnership. The Investor has had the opportunity to ask questions of, and receive answers from, the General Partner and its representatives concerning the terms and conditions of the offering and the business and financial condition of the Partnership, and has had access to such additional information as it has deemed necessary or appropriate to make an informed investment decision.
(c) The Investor can bear the economic risk of its investment in the Partnership for an indefinite period of time and can afford a complete loss of such investment. The Investor's commitment to the Partnership is consistent with the Investor's overall investment objectives and financial condition, and the Investor's participation in the Partnership will not cause the Investor to become overleveraged or to exceed any applicable concentration limits.
(d) The Investor understands that the limited partnership interests have not been, and will not be, registered under the Securities Act or any state securities laws, and that the limited partnership interests are being offered and sold in reliance upon specific exemptions from the registration requirements of the Securities Act and applicable state securities laws. The Investor further understands that the limited partnership interests are subject to significant transfer restrictions and may not be sold, transferred, pledged, hypothecated, or otherwise disposed of except in compliance with the Partnership Agreement and applicable law.
PART VIII — REGULATORY AND LEGAL REPRESENTATIONS
Section 8.1 — Registration and Regulatory Status
Is the Investor registered as an investment adviser under the Investment Advisers Act of 1940 or any state securities law? To be confirmed. Pellegrino Capital Group LLC may operate under the family office exemption from registration under Section 202(a)(11)(G) of the Investment Advisers Act of 1940 and Rule 202(a)(11)(G)-1 promulgated thereunder. If the Investor qualifies as a "family office" as defined in such rule, the Investor would not be required to register as an investment adviser with the Securities and Exchange Commission or any state securities regulator. The Investor will confirm its regulatory status and the applicability of the family office exemption, and will promptly notify the General Partner of any change in such status.
Is the Investor registered as a broker-dealer under the Securities Exchange Act of 1934? No. The Investor is not registered as a broker-dealer with the Securities and Exchange Commission or any state securities regulatory authority, and the Investor does not engage in any activities that would require such registration.
Is the Investor a bank, savings and loan association, insurance company, or similar financial institution? No. The Investor is a private investment vehicle and is not subject to regulation as a bank, savings institution, insurance company, or similar regulated financial institution.
Is the Investor subject to the Bank Holding Company Act of 1956, as amended? No. The Investor is not a bank holding company, a financial holding company, or a subsidiary or affiliate of any entity subject to the Bank Holding Company Act of 1956, as amended.
Is the Investor a "covered fund" for purposes of the Volcker Rule (Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act)? No. The Investor is not an issuer that would be an investment company, as defined in the Investment Company Act but for Section 3(c)(1) or Section 3(c)(7) of such Act, or a similar fund as described in the Volcker Rule and its implementing regulations.
Section 8.2 — Bad Actor Disqualification
Is the Investor, or any of its directors, executive officers, general partners, managing members, or persons owning 20% or more of its outstanding voting equity securities, subject to any of the disqualifying events set forth in Rule 506(d) of Regulation D under the Securities Act? No.
Neither the Investor nor any of its managing members, executive officers, or twenty-percent (20%) equity holders has been subject to any of the following disqualifying events:
(i) any conviction, within the preceding ten (10) years (or five (5) years, in the case of the issuer and its predecessors and affiliated issuers), of any felony or misdemeanor in connection with the purchase or sale of any security, involving the making of any false filing with the SEC, or arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser, or paid solicitor of purchasers of securities;
(ii) any court injunction or restraining order, within the preceding five (5) years, in connection with the purchase or sale of any security, involving the making of any false filing with the SEC, or arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser, or paid solicitor of purchasers of securities;
(iii) any final order of any state securities commission, state banking regulator, federal banking agency, the National Credit Union Administration, or the Commodity Futures Trading Commission that bars the person from association with a regulated entity, engaging in the business of securities, insurance, or banking, or engaging in savings association or credit union activities;
(iv) any SEC disciplinary order or any order of the CFTC suspending or revoking registration;
(v) any SEC cease-and-desist order relating to the provisions of the federal securities laws; or
(vi) suspension or expulsion from membership in, or suspension or bar from association with, a member of a registered national securities exchange or national securities association.
Section 8.3 — Litigation and Proceedings
Is the Investor currently subject to, or has it been subject to within the past five (5) years, any material legal proceeding, regulatory investigation, or enforcement action? No. To the best of the Investor's knowledge, after reasonable inquiry, the Investor is not currently, and has not been within the past five (5) years, a party to or the subject of any material legal proceeding, arbitration, regulatory investigation, or enforcement action before any court, administrative agency, or self-regulatory organization that would be material to the Investor's ability to perform its obligations under the Subscription Agreement or the Partnership Agreement. The Investor will confirm this representation and will promptly notify the General Partner of any proceedings or investigations that may arise following the date of this Questionnaire.
PART IX — COMMITMENT INFORMATION
Section 9.1 — Capital Commitment
The Investor's capital commitment of $25,000,000 represents approximately one-third of the aggregate capital commitments of the Partnership, which total $75,000,000. Through the Partnership's investment in Clarion Holdings Acquisition Corp., the Investor will hold an indirect economic interest of approximately 10.0% in the total equity capitalization of AcquisitionCo (based on total equity of $250,000,000).
Source of Funds. The Investor's capital commitment will be funded from the Investor's general working capital and investment capital. The funds to be contributed are derived from lawful business activities and do not involve the proceeds of, or assets derived from, any illegal activity.
Is the commitment being funded with borrowed funds? To be confirmed by the Investor. If any portion of the Investor's commitment is funded with borrowed funds, the Investor will provide the General Partner with a description of the borrowing arrangement, the identity of the lender, and such other information as the General Partner may reasonably request to confirm compliance with the anti-money laundering and source-of-funds requirements set forth in this Questionnaire and the Partnership Agreement.
Section 9.2 — Wire Transfer / Funding Information
The following wire transfer instructions shall be used for the Investor's outgoing capital contributions to the Partnership:
Note: The wire transfer instructions set forth above are for outgoing capital contributions from the Investor to the Partnership. Wire transfer instructions for incoming distributions from the Partnership to the Investor may differ from the foregoing and will be provided by the Investor separately. The Investor will notify the General Partner promptly of any change in its wire transfer instructions and acknowledges that the General Partner may require written verification of any such change prior to processing distributions to a new account.
PART X — POWER OF ATTORNEY ACKNOWLEDGMENT
The Investor acknowledges and confirms that, by executing the Subscription Agreement and the Partnership Agreement, the Investor has granted to the General Partner (Ridgeline-Clarion Co-Invest GP LLC) and its authorized officers, agents, and representatives an irrevocable power of attorney, coupled with an interest, to execute, acknowledge, deliver, swear to, file, and record, in the Investor's name, place, and stead, any and all certificates, instruments, agreements, documents, and amendments thereto as may be necessary or appropriate in connection with the business of the Partnership, including without limitation:
(a) any amendment to, or restatement of, the Certificate of Limited Partnership of the Partnership filed with the Secretary of State of the State of Delaware, including any amendments reflecting the admission of additional limited partners, the withdrawal of limited partners, or changes in the capital commitments or capital contributions of the limited partners;
(b) any amendment to, or restatement of, the Partnership Agreement, to the extent that the General Partner is authorized to effect such amendment without the consent of the limited partners pursuant to the terms of the Partnership Agreement;
(c) any certificates, instruments, or documents required to be filed under the laws of the State of Delaware or any other jurisdiction in which the Partnership conducts business or is required to file;
(d) any tax elections, including elections under Section 754 of the Code, and any tax returns, filings, or statements required to be made or filed on behalf of the Partnership; and
(e) any other documents or instruments that the General Partner reasonably deems necessary or appropriate in connection with the administration, operation, or winding up of the Partnership.
The power of attorney granted herein shall survive the assignment by the Investor of all or any portion of its limited partnership interest, shall be binding upon the Investor's successors, assigns, heirs, and legal representatives, and shall not be affected by the subsequent disability or incapacity of the Investor.
PART XI — CERTIFICATION AND SIGNATURE
Section 11.1 — Certification