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SIDE LETTER AGREEMENT

by and between

Ridgeline-Clarion Co-Invest GP LLC

and

Pellegrino Capital Group LLC

Dated as of January 30, 2026

This Side Letter Agreement (this "Side Letter") is entered into as of January 30, 2026 (the "Effective Date"), by and between:

Ridgeline-Clarion Co-Invest GP LLC, a Delaware limited liability company (the "General Partner" or "GP"), wholly owned by Ridgeline Equity Management LLC, a Delaware limited liability company, with its principal office at 399 Park Avenue, 28th Floor, New York, NY 10022; and

Pellegrino Capital Group LLC, a Delaware limited liability company foreign-qualified in the State of Florida (the "Limited Partner" or "Investor"), with its principal office at 1440 Brickell Avenue, Suite 3200, Miami, FL 33131.

The General Partner and the Limited Partner are each referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the General Partner and the Limited Partner are parties to that certain Amended and Restated Limited Partnership Agreement of Ridgeline-Clarion Co-Invest, L.P., a Delaware limited partnership (the "Partnership"), dated as of January 30, 2026 (the "Partnership Agreement" or "LPA"), pursuant to which the General Partner serves as the sole general partner of the Partnership and the Limited Partner has been admitted as a limited partner of the Partnership;

WHEREAS, the Partnership was formed for the purpose of co-investing alongside Ridgeline Equity Partners Fund IV, L.P. ("Fund IV") in the equity of Clarion Holdings Acquisition Corp. ("AcquisitionCo"), a newly formed acquisition vehicle which is acquiring one hundred percent (100%) of the outstanding equity of Clarion Hospitality Holdings, Inc. ("Clarion" or the "Company"), a diversified hospitality management and ownership platform operating approximately sixty-two (62) properties and approximately fourteen thousand two hundred (14,200) rooms across the United States;

WHEREAS, the Limited Partner has committed to contribute Twenty-Five Million Dollars ($25,000,000) to the Partnership (the "Capital Commitment"), representing approximately thirty-three and one-third percent (33.33%) of the Partnership's aggregate capital commitments of Seventy-Five Million Dollars ($75,000,000);

WHEREAS, the General Partner and the Limited Partner desire to supplement the Partnership Agreement with certain additional terms and provisions applicable solely to the Limited Partner, including, without limitation, certain most-favored-nation rights, advisory committee representation rights, future co-investment allocation rights, enhanced reporting rights, environmental, social, and governance reporting obligations, excuse and exclusion protections, and other matters, in each case as set forth more fully herein;

WHEREAS, this Side Letter is being entered into pursuant to and in accordance with the provisions of the Partnership Agreement permitting the General Partner to enter into side letters, supplemental agreements, and similar arrangements with individual limited partners of the Partnership without the consent of, and without any obligation to notify, any other limited partner of the Partnership, and any terms set forth herein shall be deemed to amend and supplement the Partnership Agreement solely with respect to the Limited Partner; and

WHEREAS, the General Partner and the Limited Partner acknowledge and agree that this Side Letter is intended to operate in conjunction with, and not in lieu of, the Partnership Agreement and the Subscription Agreement of even date herewith executed by the Limited Partner in connection with its admission to the Partnership.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the Capital Commitment of the Limited Partner to the Partnership, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Section 1. Definitions; Construction

1.1 Defined Terms. Capitalized terms used but not otherwise defined in this Side Letter shall have the meanings ascribed to such terms in the Partnership Agreement. For purposes of this Side Letter, the following additional definitions shall apply:

(a) "AcquisitionCo" means Clarion Holdings Acquisition Corp., a Delaware corporation formed for the purpose of acquiring all of the outstanding equity interests of Clarion.

(b) "Clarion" or the "Company" means Clarion Hospitality Holdings, Inc., a Delaware corporation.

(d) "LPAC" means the limited partner advisory committee of the Partnership, as established and governed by the Partnership Agreement and this Side Letter.

(e) "Other Side Letter" has the meaning set forth in Section 2.1 hereof.

(f) "Partnership" means Ridgeline-Clarion Co-Invest, L.P., a Delaware limited partnership.

(g) "Partnership Agreement" or "LPA" means the Amended and Restated Limited Partnership Agreement of the Partnership, dated as of January 30, 2026, as the same may be further amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.

(h) "Ridgeline Entities" has the meaning set forth in Section 4.1 hereof.

1.2 Conflicts. In the event of any conflict, inconsistency, or ambiguity between the terms of this Side Letter and the terms of the Partnership Agreement, as they relate to the Limited Partner, the terms of this Side Letter shall control and govern with respect to the Limited Partner, and the Partnership Agreement shall be deemed amended and supplemented to the extent necessary to give effect to the terms of this Side Letter solely as applied to the Limited Partner. For the avoidance of doubt, this Side Letter shall not amend or modify the Partnership Agreement as it applies to any other limited partner of the Partnership.

1.3 References. All references herein to sections of the Partnership Agreement are references to the corresponding sections of the Amended and Restated Limited Partnership Agreement of the Partnership dated as of January 30, 2026. All references herein to "Sections" are, unless otherwise indicated, references to sections of this Side Letter. The headings and captions contained in this Side Letter are for convenience of reference only and shall not affect the interpretation or construction of this Side Letter.

1.4 Construction. The Parties acknowledge that each Party and its counsel have reviewed and revised this Side Letter and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Side Letter or any amendments or exhibits hereto. Words importing the singular include the plural and vice versa, and words importing one gender include all genders. The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation."

Section 2. Most-Favored-Nation Rights

2.1 Grant of MFN Rights. If the General Partner, at any time during the term of the Partnership, enters into any side letter, supplemental agreement, letter agreement, or similar arrangement with any other limited partner of the Partnership or any person acquiring a limited partnership interest in the Partnership (each, an "Other Side Letter") that provides such other limited partner with rights, terms, conditions, or privileges that are, in any respect, more favorable to such other limited partner than those provided to the Limited Partner under this Side Letter or the Partnership Agreement (including, without limitation, more favorable economic terms, governance rights, reporting rights, transfer rights, excuse or exclusion provisions, fee arrangements, or any other terms of any nature whatsoever), the General Partner shall promptly, and in any event within fifteen (15) business days following the execution and delivery of such Other Side Letter, provide written notice to the Limited Partner of such more favorable terms (each, an "MFN Notice"). Each MFN Notice shall include a complete and accurate redacted copy of the applicable Other Side Letter, redacted solely to the extent necessary to remove the identity of the other limited partner and the specific dollar amount of such other limited partner's capital commitment, but preserving in their entirety all substantive terms, conditions, rights, obligations, and privileges contained therein.

2.2 Election Right. Within thirty (30) days following the Limited Partner's receipt of an MFN Notice pursuant to Section 2.1 (the "MFN Election Period"), the Limited Partner shall have the right, exercisable by written notice to the General Partner delivered in accordance with Section 9 hereof, to elect to receive the benefit of any or all of the more favorable terms identified in such MFN Notice, in the Limited Partner's sole and absolute discretion. Upon the General Partner's receipt of such written election notice from the Limited Partner, the more favorable terms so elected shall thereupon be deemed automatically incorporated into this Side Letter as if originally set forth herein and shall apply to the Limited Partner effective as of the date of the applicable Other Side Letter. The Limited Partner's MFN election right under this Section 2.2 is full, unconditional, and unrestricted — it shall not be limited to any particular subset or category of terms and shall apply with equal force to economic terms, governance terms, reporting terms, transfer terms, fee-related terms, and any and all other provisions of any nature whatsoever contained in the Other Side Letter. For the avoidance of doubt, the Limited Partner may elect to receive the benefit of one or more individual provisions from an Other Side Letter without being required to accept all provisions of such Other Side Letter.

2.3 Exceptions. Notwithstanding the foregoing provisions of this Section 2, the MFN right granted hereunder shall not apply to terms contained in an Other Side Letter that are:

(a) specifically and exclusively related to the regulatory, tax, legal, or structural status of the other limited partner (including, by way of example and not limitation, terms relating to ERISA compliance, tax-exempt status, sovereign immunity, CFIUS-related restrictions, or foreign government entity requirements) and that are not relevant to the Limited Partner given the Limited Partner's own regulatory, tax, legal, and structural status; or

(b) expressly designated in the Other Side Letter as non-MFN-eligible, provided that any such designation shall not be effective with respect to the Limited Partner unless the Limited Partner has approved such designation in writing prior to or concurrently with the execution and delivery of the applicable Other Side Letter.

2.4 Ongoing Obligation. The obligations of the General Partner under this Section 2 shall be continuing obligations and shall apply to all Other Side Letters entered into at any time during the term of the Partnership, including, without limitation, any amendments, restatements, supplements, or modifications to any Other Side Letter previously entered into. The General Partner's obligations under this Section 2 shall survive the closing of the Partnership's investment in AcquisitionCo and shall continue until the earlier of (x) the dissolution and winding up of the Partnership and (y) the date on which the Limited Partner ceases to hold any limited partnership interest in the Partnership.

Section 3. Limited Partner Advisory Committee Seat

3.1 Appointment. The General Partner hereby agrees to appoint, and the Limited Partner shall be entitled to designate, one (1) representative to serve on the limited partner advisory committee of the Partnership (the "LPAC"). As of the Effective Date, the LPAC shall consist of three (3) members, and the Limited Partner's designation of one (1) member shall constitute one-third of the total LPAC membership. The Limited Partner's initial designee to the LPAC shall be Marco A. Pellegrino, Founder & Managing Member of Pellegrino Capital Group LLC, or such other individual as the Limited Partner may designate from time to time by written notice to the General Partner delivered in accordance with Section 9 hereof. The General Partner shall promptly take all actions necessary to effectuate the appointment of the Limited Partner's designee to the LPAC, including, without limitation, providing notice to other LPAC members and updating the Partnership's records accordingly.

3.2 LPAC Function and Authority. The LPAC shall have the authority, functions, and responsibilities set forth in the Partnership Agreement, including, without limitation:

(a) review and approval or disapproval of conflicts of interest and potential conflicts of interest involving the General Partner, its affiliates, or any of their respective principals, employees, or agents;

(b) review of valuation matters, including the methodology employed by the General Partner in determining the fair market value of the Partnership's investments and any material changes thereto;

(c) review of any proposed related-party transactions between the Partnership and the General Partner, its affiliates, or any portfolio company of Fund IV;

(d) review of any proposed amendments to the Partnership Agreement that the General Partner desires to effect without the consent of limited partners pursuant to the terms thereof; and

(e) any other matters submitted to the LPAC by the General Partner from time to time in its discretion or as required by the Partnership Agreement.

The Limited Partner's LPAC representative shall have full and equal voting rights on all matters presented to the LPAC and shall receive all materials, notices, and information distributed to LPAC members in connection with LPAC meetings and actions. The General Partner shall provide the Limited Partner's LPAC representative with not less than ten (10) business days' advance written notice of any scheduled LPAC meeting, together with an agenda and any supporting materials relevant to the matters to be discussed at such meeting.

3.3 Duration; Replacement. The Limited Partner's right to designate a representative to serve on the LPAC pursuant to this Section 3 shall continue for so long as the Limited Partner holds a limited partnership interest in the Partnership, irrespective of any reduction in the Limited Partner's proportionate interest in the Partnership. The Limited Partner may replace its LPAC designee at any time and from time to time upon written notice to the General Partner, and such replacement shall be effective upon receipt of such notice by the General Partner. No consent of the General Partner or any other limited partner shall be required in connection with any such replacement. Any LPAC designee of the Limited Partner shall be subject to customary confidentiality obligations with respect to information received in such capacity.

Section 4. Future Co-Investment Allocation Rights

4.1 Pro Rata Allocation Right. If Ridgeline Equity Management LLC, Ridgeline Equity Partners GP IV LLC, or any affiliate of either of the foregoing (including, without limitation, any successor fund general partner, fund management entity, or co-investment vehicle sponsored or managed by any of the foregoing) (collectively, the "Ridgeline Entities") sponsors, organizes, structures, or offers any co-investment opportunity in the hospitality sector (including, without limitation, hotel operations, hotel ownership, hospitality asset management, resort development, branded residences, and related travel and leisure businesses, but excluding any investment that is made exclusively through Fund IV without any co-investment allocation to any person) during the term of the Partnership or, if earlier, the end of the investment period of Ridgeline Equity Partners Fund IV, L.P. as defined in the limited partnership agreement thereof, the General Partner shall use commercially reasonable efforts to offer the Limited Partner a pro rata allocation of such co-investment opportunity on terms no less favorable than those offered to any other co-investor participating in such co-investment opportunity.

4.2 Pro Rata Defined. For purposes of this Section 4, "pro rata" means the Limited Partner's proportionate share of such co-investment opportunity determined by reference to the Limited Partner's Capital Commitment to the Partnership relative to the aggregate capital commitments of all co-investors in the Partnership (i.e., $25,000,000 / $75,000,000, or thirty-three and one-third percent (33.33%)), unless the Limited Partner and the General Partner mutually agree in writing to a different allocation percentage with respect to any particular co-investment opportunity. Nothing in this Section 4 shall obligate the Limited Partner to participate in any co-investment opportunity, and any decision by the Limited Partner not to participate in a particular co-investment opportunity shall not affect the Limited Partner's rights under this Section 4 with respect to future co-investment opportunities.

4.3 Notice and Election Period. The General Partner shall provide the Limited Partner with no less than fifteen (15) business days' prior written notice of any co-investment opportunity described in Section 4.1 (a "Co-Investment Notice"). Each Co-Investment Notice shall include, at a minimum:

(a) a reasonably detailed summary of the proposed co-investment transaction, including the identity of the target company or asset, the business and sector of the target, and the investment thesis;

(b) the anticipated economics of the co-investment, including the proposed aggregate equity investment amount, the expected capital structure, any management fees or carried interest applicable to the co-investment vehicle (if any), and the anticipated hold period;

(c) the estimated timeline for the co-investment, including the anticipated closing date and the deadline for the Limited Partner to fund its capital commitment; and

(d) a summary of the material terms and conditions of the co-investment vehicle or structure, including any governance, transfer, and information rights applicable to co-investors.

The Limited Partner shall have ten (10) business days from receipt of such Co-Investment Notice to accept or decline the proposed allocation, in whole or in part, by delivering written notice to the General Partner. If the Limited Partner does not respond within such ten (10) business day period, the Limited Partner shall be deemed to have declined the allocation, and the General Partner shall be free to offer such allocation to other co-investors.

4.4 Subject to Availability. The allocation right set forth in this Section 4 is subject to availability and the General Partner's ability to offer such allocations consistent with its fiduciary and contractual obligations to Fund IV, Fund IV's limited partners, and any applicable regulatory constraints (including, without limitation, any applicable securities laws and regulations). The Parties acknowledge that the General Partner's primary obligation with respect to co-investment opportunities is to Fund IV and its limited partners, and that the allocation right hereunder is subject to Fund IV's priority. Notwithstanding the foregoing, the General Partner shall not offer a co-investment opportunity in the hospitality sector to any other co-investor from the Partnership, or to any limited partner of Fund IV acting in a co-investment capacity alongside Fund IV, on a preferential basis (i.e., on a basis that provides such other co-investor with a disproportionately larger allocation relative to such other co-investor's capital commitment to the Partnership or Fund IV, as applicable) without first offering the Limited Partner its pro rata share of such co-investment opportunity in accordance with the terms of this Section 4.

Section 5. Enhanced Reporting Rights

5.1 Monthly Operating Dashboards. In addition to, and without limiting, the information rights set forth in the Partnership Agreement (including, without limitation, annual audited financial statements of the Partnership and AcquisitionCo to be delivered within one hundred twenty (120) days of each fiscal year-end, quarterly unaudited financial statements to be delivered within sixty (60) days of each fiscal quarter-end, and Internal Revenue Service Schedule K-1s to be delivered by March 15 of each calendar year), the General Partner shall cause the Partnership and/or AcquisitionCo to prepare and provide to the Limited Partner monthly operating dashboards with respect to Clarion Hospitality Holdings, Inc. and its subsidiaries within thirty (30) days following the end of each calendar month (commencing with the first full calendar month following the closing of the Partnership's investment in AcquisitionCo).

Such monthly operating dashboards shall include, at a minimum, the following information:

(a) revenue, EBITDA, and adjusted EBITDA for the applicable calendar month and on a year-to-date basis, with comparison to the applicable operating budget and to the corresponding prior-year period;

(b) occupancy rates, ADR (average daily rate), and RevPAR (revenue per available room) across the managed portfolio of approximately sixty-two (62) properties and approximately fourteen thousand two hundred (14,200) rooms, presented on both a portfolio-wide aggregate basis and, to the extent reasonably practicable, segmented by property type, brand affiliation, and geographic region;

(c) property-level and portfolio-level operating metrics, including gross operating profit per available room (GOPPAR), total revenue per available room (TRevPAR), and labor cost as a percentage of revenue;

(d) capital expenditure activity, including a summary of capital projects in progress, capital expenditure amounts incurred during the applicable month and year-to-date, and comparison to the approved capital expenditure budget; and

(e) any material developments with respect to Clarion's business and operations, including, without limitation, significant new management contracts entered into, property additions or dispositions (whether managed or owned), material litigation or regulatory matters, significant changes in key personnel, and any other events or circumstances that could reasonably be expected to have a material effect on the financial condition, results of operations, or prospects of Clarion.

5.2 Format and Delivery. Monthly operating dashboards prepared and delivered pursuant to Section 5.1 shall be delivered electronically in portable document format (PDF) or such other electronic format as the Parties may mutually agree, to such email addresses as the Limited Partner may designate from time to time by written notice to the General Partner. The General Partner shall use commercially reasonable efforts to ensure that the format, structure, and content of the monthly operating dashboards are materially consistent from period to period in order to facilitate meaningful period-over-period comparison and analysis by the Limited Partner. In the event that the General Partner proposes to make material changes to the format or content of the monthly operating dashboards, the General Partner shall provide the Limited Partner with reasonable advance notice of such proposed changes and shall consider in good faith any comments or suggestions received from the Limited Partner with respect thereto.

5.3 Confidentiality. The Limited Partner acknowledges and agrees that the monthly operating dashboards and all other information provided to the Limited Partner pursuant to this Section 5 constitute confidential information of the Partnership, AcquisitionCo, and Clarion, and are subject to the confidentiality provisions of the Partnership Agreement (including, without limitation, any restrictions on disclosure to third parties and any restrictions on the use of such information for purposes other than monitoring the Limited Partner's investment in the Partnership). The Limited Partner agrees to treat all such information with the same degree of care as the Limited Partner treats its own confidential information of a similar nature, but in no event less than a reasonable degree of care.

Section 6. ESG Reporting

6.1 Annual ESG Summary. The General Partner shall cause the Partnership and/or AcquisitionCo to prepare and provide to the Limited Partner an annual summary report addressing environmental, social, and governance ("ESG") matters with respect to Clarion's operations (the "Annual ESG Summary"). The Annual ESG Summary shall be delivered to the Limited Partner within one hundred twenty (120) days following the end of each fiscal year of the Partnership, contemporaneously with the delivery of the annual audited financial statements of the Partnership. The first Annual ESG Summary shall cover the period from the closing of the Partnership's investment in AcquisitionCo through the end of the first full fiscal year of the Partnership following such closing.

6.2 Content and Standards. The Annual ESG Summary shall be prepared in a manner that is consistent with Pellegrino Capital Group LLC's internal ESG policy (the "Investor ESG Policy"), a copy of which the Limited Partner has provided to the General Partner prior to the execution of this Side Letter. The General Partner acknowledges receipt of the Investor ESG Policy and agrees that the Annual ESG Summary shall, at a minimum, address the following categories of ESG-related information:

(a) Environmental Metrics: Energy consumption (including total kilowatt-hours and energy intensity per occupied room), Scope 1 and Scope 2 greenhouse gas emissions (measured in metric tons of carbon dioxide equivalent), water usage and conservation efforts across managed properties, and waste management practices (including waste diversion rates, recycling programs, and any initiatives to reduce single-use plastics or other materials).

(b) Social Metrics: Employee health and safety performance (including recordable incident rates and any OSHA-reportable events), workforce diversity statistics (including gender and ethnic diversity across management and non-management levels), community engagement and charitable initiatives undertaken by Clarion or its managed properties, and guest satisfaction metrics (including aggregate Net Promoter Score or equivalent measure, to the extent tracked by Clarion).

(c) Governance Metrics: Composition of the board of directors or equivalent governing body of AcquisitionCo and Clarion (including information regarding independence, diversity, and relevant expertise of board members), overview of Clarion's compliance program (including anti-corruption, anti-bribery, and ethics policies), summary of data privacy and cybersecurity practices and any material incidents, and summary of any whistleblower or ethics hotline activity (in the aggregate, without identifying specific individuals).

The General Partner acknowledges that the Investor ESG Policy may be updated or revised by the Limited Partner from time to time, and the General Partner agrees to use commercially reasonable efforts to ensure that the Annual ESG Summary reflects any such updates or revisions, provided that the Limited Partner delivers the updated Investor ESG Policy to the General Partner within a reasonable time prior to the end of the applicable fiscal year.

6.3 Cooperation. The General Partner shall use commercially reasonable efforts to cooperate with the Limited Partner in responding to any ESG-related inquiries received from the Limited Partner during the course of the fiscal year and to accommodate reasonable requests from the Limited Partner for supplemental ESG-related data or information not otherwise included in the Annual ESG Summary. The General Partner shall designate an appropriate contact person within the Ridgeline Entities or Clarion to serve as the primary point of contact for the Limited Partner's ESG-related inquiries. Nothing in this Section 6 shall require the General Partner or Clarion to incur material additional costs or expenses to prepare the Annual ESG Summary or to respond to the Limited Partner's ESG-related inquiries, beyond the costs and expenses that would be incurred in the ordinary course of Clarion's business in tracking and reporting ESG-related information consistent with industry standards.

Section 7. Excuse and Exclusion Protections

7.1 No Excuse or Exclusion Without Consent. Notwithstanding anything to the contrary contained in the Partnership Agreement (including, without limitation, any provisions thereof permitting the General Partner to excuse or exclude a limited partner from participation in any investment of the Partnership), the General Partner may not excuse or exclude the Limited Partner from the investment in AcquisitionCo, or from any other investment made by the Partnership (whether a follow-on investment, an add-on acquisition, or otherwise), without the prior written consent of the Limited Partner. The Limited Partner's consent under this Section 7.1 may be granted or withheld in the Limited Partner's sole and absolute discretion.

7.2 Clarification. For the avoidance of doubt, this Section 7 is intended to ensure that the Limited Partner's participation in the Partnership's investment in AcquisitionCo and in any and all other investments of the Partnership cannot be involuntarily reduced, diluted, or eliminated by action of the General Partner, whether through the exercise of excuse or exclusion rights, the making of disproportionate capital calls, or otherwise, except as may be strictly required by applicable law, rule, regulation, or order of a court or governmental authority of competent jurisdiction. In the event that the General Partner determines in good faith, based on the written advice of outside legal counsel, that applicable law, rule, regulation, or order requires the excuse or exclusion of the Limited Partner from any investment of the Partnership, the General Partner shall:

(a) provide prompt written notice to the Limited Partner of such determination, including a reasonably detailed description of the legal basis therefor and a copy of any relevant legal opinion or regulatory communication;

(b) cooperate in good faith with the Limited Partner and the Limited Partner's legal counsel to identify alternative arrangements, structures, or accommodations that would preserve the economic substance of the Limited Partner's investment to the greatest extent practicable while complying with applicable legal requirements; and

(c) not excuse or exclude the Limited Partner until the Parties have had a reasonable opportunity (not less than thirty (30) days from the date of the notice described in clause (a) above, unless a shorter period is required by applicable law) to explore such alternative arrangements in good faith.

Section 8. Tax Matters

8.1 Tax Information. For purposes of the Partnership's tax reporting and compliance obligations, the Limited Partner hereby confirms the following information:

(a) The Limited Partner's taxpayer identification number (Employer Identification Number) is 84-3291047.

(b) The Limited Partner is classified as a limited liability company formed under the laws of the State of Delaware and is foreign-qualified to transact business in the State of Florida.

(c) The Limited Partner's federal income tax classification under Treasury Regulation Section 301.7701-3 has been separately provided to the General Partner in the Investor Questionnaire executed and delivered by the Limited Partner in connection with its admission to the Partnership. The Limited Partner agrees to notify the General Partner promptly in writing of any change in its tax classification or tax status.

8.2 K-1 Delivery. The General Partner shall use commercially reasonable efforts to cause the Partnership's tax return preparer to deliver the Limited Partner's Internal Revenue Service Schedule K-1 (Form 1065) for each taxable year of the Partnership by March 15 of the calendar year immediately following the end of such taxable year, consistent with the delivery timeline set forth in the Partnership Agreement. In the event that final Schedule K-1s are not available by March 15, the General Partner shall use commercially reasonable efforts to provide the Limited Partner with draft or estimated K-1 information (including estimated allocations of income, gain, loss, deduction, and credit) by February 28 of such calendar year in order to facilitate the Limited Partner's tax planning and estimated tax payment obligations. The General Partner shall promptly notify the Limited Partner if it becomes aware that the delivery of final Schedule K-1s will be delayed beyond the March 15 target date and shall provide the Limited Partner with an estimated timeline for delivery.

Section 9. Notices

9.1 Notices to the Limited Partner. All notices, requests, demands, consents, approvals, and other communications required or permitted to be given under this Side Letter to the Limited Partner shall be in writing and shall be delivered to the Limited Partner at the following address:

Pellegrino Capital Group LLC 1440 Brickell Avenue, Suite 3200 Miami, FL 33131

Attention: Adriana Voss, Vice President & General Counsel

Email: avoss@pellegrinocapital.com

With a copy (which shall not constitute notice) to:

Calderwood & Harkness LLP 200 South Biscayne Boulevard, Suite 4100 Miami, FL 33131

Attention: Nicholas Stern

Email: nstern@calderwoodharkness.com

9.2 Notices to the General Partner. All notices, requests, demands, consents, approvals, and other communications required or permitted to be given under this Side Letter to the General Partner shall be in writing and shall be delivered to the General Partner at the following address:

Ridgeline-Clarion Co-Invest GP LLC c/o Ridgeline Equity Management LLC 399 Park Avenue, 28th Floor New York, NY 10022

Attention: Connor M. Rafferty, Partner, Head of Hospitality

Email: crafferty@ridgelineequity.com

With a copy (which shall not constitute notice) to:

Hartwell Velmoran & Pratt LLP 51 West 52nd Street New York, NY 10019

Attention: Douglas W. Cheng

Email: dwcheng@hartwellkp.com

9.3 Methods of Delivery. Notices may be delivered by (a) personal delivery (including delivery by messenger or courier service), (b) deposit with a nationally recognized overnight courier service (such as Severin Partners LLC or Halcyon Partners LLC), with all charges prepaid, (c) United States registered or certified mail, return receipt requested, postage prepaid, or (d) electronic mail (with confirmation of receipt, which may include a read receipt, a reply email confirming receipt, or other reasonable evidence of delivery). Notices shall be deemed to have been duly given and effective (i) if delivered by personal delivery, upon delivery, (ii) if sent by nationally recognized overnight courier service, on the first business day following the date of deposit with such courier service, (iii) if sent by registered or certified mail, on the fifth business day following the date of mailing, or (iv) if sent by electronic mail, upon confirmation of receipt. Either Party may change its notice address by providing written notice thereof to the other Party in accordance with this Section 9.

Section 10. Confidentiality

10.1 Confidentiality of Side Letter. The terms, conditions, and existence of this Side Letter are confidential, and neither Party shall disclose or permit the disclosure of the terms, conditions, or existence of this Side Letter to any person other than:

(a) such Party's directors, officers, employees, members, partners, legal advisors, tax advisors, and accounting advisors who have a bona fide need to know the contents hereof in connection with such Party's investment in the Partnership and who are bound by obligations of confidentiality no less restrictive than those contained herein (including, with respect to the Limited Partner, Calderwood & Harkness LLP and Whitfield Greer & Associates LLP, and, with respect to the General Partner, Hartwell Velmoran & Pratt LLP);

(b) as required by applicable law, rule, regulation, stock exchange requirement, or legal process (including, without limitation, any subpoena, civil investigative demand, or order of a court or governmental authority of competent jurisdiction), provided that the disclosing Party shall, to the extent permitted by law and reasonably practicable, provide the other Party with prompt advance written notice of such required disclosure and shall cooperate with the other Party in seeking a protective order or other appropriate remedy to limit the scope of such disclosure; and

(c) as required in connection with the enforcement of such Party's rights under this Side Letter, the Partnership Agreement, or any related agreement.

10.2 MFN Disclosure Exception. Notwithstanding the foregoing provisions of Section 10.1, the General Partner may disclose the existence and terms of this Side Letter to other limited partners of the Partnership to the extent necessary to comply with most-favored-nation obligations owed to such other limited partners under side letters or similar arrangements entered into between the General Partner and such other limited partners. Any such disclosure shall be made on a redacted basis to the extent permitted, with the identity of the Limited Partner and the specific dollar amount of the Limited Partner's Capital Commitment redacted. The General Partner shall use commercially reasonable efforts to limit any such MFN-related disclosure to the minimum scope necessary to comply with its obligations.

Section 11. Representations and Warranties

11.1 Representations of the General Partner. The General Partner hereby represents and warrants to the Limited Partner, as of the Effective Date, as follows:

(a) The General Partner is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware.

(b) The General Partner has full limited liability company power and authority to execute and deliver this Side Letter and to perform its obligations hereunder.

(c) The execution, delivery, and performance of this Side Letter by the General Partner have been duly authorized by all necessary limited liability company action on the part of the General Partner, and no further approval, authorization, or consent of any person (including any member or manager of the General Partner) is required in connection therewith.

(d) This Side Letter constitutes the legal, valid, and binding obligation of the General Partner, enforceable against the General Partner in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, and other similar laws of general applicability relating to or affecting creditors' rights and to general equitable principles (whether considered in a proceeding in equity or at law).

(e) The execution and delivery of this Side Letter by the General Partner does not and will not (i) conflict with, result in a breach or violation of, or constitute a default under the General Partner's certificate of formation or limited liability company agreement, (ii) conflict with, result in a breach or violation of, or constitute a default under any material agreement, contract, or instrument to which the General Partner is a party or by which it is bound, or (iii) violate any applicable law, rule, regulation, order, judgment, or decree of any court or governmental authority having jurisdiction over the General Partner.

(f) As of the Effective Date, the General Partner has not entered into any Other Side Letter with any other limited partner of the Partnership.

11.2 Representations of the Limited Partner. The Limited Partner hereby represents and warrants to the General Partner, as of the Effective Date, as follows:

(a) The Limited Partner is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware and is duly qualified to transact business in the State of Florida.

(b) The Limited Partner has full limited liability company power and authority to execute and deliver this Side Letter and to perform its obligations hereunder.

(c) The execution, delivery, and performance of this Side Letter by the Limited Partner have been duly authorized by all necessary limited liability company action on the part of the Limited Partner, and no further approval, authorization, or consent of any person (including any member or manager of the Limited Partner) is required in connection therewith.

(d) This Side Letter constitutes the legal, valid, and binding obligation of the Limited Partner, enforceable against the Limited Partner in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, and other similar laws of general applicability relating to or affecting creditors' rights and to general equitable principles (whether considered in a proceeding in equity or at law).

Section 12. General Provisions

12.1 Governing Law. This Side Letter shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Each Party irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have subject matter jurisdiction, the Superior Court of the State of Delaware, or the United States District Court for the District of Delaware) for the purpose of any action, suit, or proceeding arising out of or relating to this Side Letter, and each Party hereby irrevocably waives, and agrees not to assert, any objection that it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any such court, or any claim that any such action, suit, or proceeding has been brought in an inconvenient forum.

12.2 Entire Agreement. This Side Letter, together with the Partnership Agreement and the Subscription Agreement dated as of the date hereof between the General Partner and the Limited Partner (and any exhibits, schedules, and annexes thereto), constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, correspondence, representations, understandings, and agreements (whether written or oral) between the Parties relating to the subject matter hereof. Each Party acknowledges that, in entering into this Side Letter, it has not relied on any statement, representation, warranty, or agreement of the other Party other than those expressly set forth herein, in the Partnership Agreement, or in the Subscription Agreement.

12.3 Amendment; Waiver. This Side Letter may not be amended, modified, restated, or supplemented except by a written instrument duly executed by both the General Partner and the Limited Partner. No waiver of any provision of this Side Letter, or of any right or remedy arising hereunder, shall be effective unless set forth in a written instrument signed by the Party granting such waiver. No failure or delay by either Party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power, or privilege hereunder.

12.4 Severability. If any term, provision, covenant, or restriction of this Side Letter is held by a court of competent jurisdiction or other governmental authority to be invalid, void, illegal, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions of this Side Letter shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either Party. Upon such a determination, the Parties shall negotiate in good faith to modify this Side Letter so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby may be consummated as originally contemplated to the fullest extent possible.

12.5 Successors and Assigns. This Side Letter shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns. The Limited Partner may not assign, transfer, delegate, or otherwise dispose of its rights or obligations under this Side Letter without the prior written consent of the General Partner, which consent may be granted or withheld in the General Partner's sole discretion; provided, however, that the Limited Partner may assign its rights (but not its obligations) under this Side Letter in connection with a permitted transfer of all or a portion of the Limited Partner's limited partnership interest in the Partnership made in accordance with the terms and conditions of the Partnership Agreement, and such assignee shall succeed to the rights of the Limited Partner hereunder to the extent of the interest so transferred. The General Partner may not assign its obligations under this Side Letter without the prior written consent of the Limited Partner, except in connection with a transfer of the General Partner's general partner interest in the Partnership to a successor general partner in accordance with the Partnership Agreement.

12.6 Counterparts. This Side Letter may be executed in one or more counterparts (including by means of facsimile or electronic transmission in portable document format (PDF)), each of which, when so executed and delivered, shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument. Signatures delivered by facsimile, electronic mail (including PDF), or other electronic transmission shall be deemed original signatures and shall have the same force and effect as original signatures for all purposes.

12.7 Third-Party Beneficiaries. Nothing in this Side Letter, express or implied, is intended to or shall confer upon any person other than the Parties hereto any rights, benefits, or remedies of any nature whatsoever under or by reason of this Side Letter. Notwithstanding the foregoing, the Parties acknowledge and agree that Ridgeline Equity Management LLC and Ridgeline Equity Partners Fund IV, L.P. are express third-party beneficiaries of Section 10 (Confidentiality) of this Side Letter and shall be entitled to enforce the provisions thereof as if they were parties hereto.

12.8 Relationship to Partnership Agreement. Except as expressly modified, amended, or supplemented by this Side Letter, the Partnership Agreement shall remain in full force and effect in accordance with its terms, and nothing herein shall be construed to amend, modify, or otherwise affect the rights, duties, or obligations of any party under the Partnership Agreement except as expressly set forth herein with respect to the Limited Partner. This Side Letter is not intended to, and shall not, create any rights in favor of any limited partner of the Partnership other than the Limited Partner. The Limited Partner acknowledges and confirms that, except as expressly modified hereby, it remains bound by all of the terms, conditions, and obligations of the Partnership Agreement applicable to limited partners.

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties have executed this Side Letter Agreement as of the date first written above.

GENERAL PARTNER:

RIDGELINE-CLARION CO-INVEST GP LLC

By: ________

Name: Connor M. Rafferty

Title: Authorized Signatory

Date: January 30, 2026

LIMITED PARTNER:

PELLEGRINO CAPITAL GROUP LLC

By: ________

Name: Marco A. Pellegrino

Title: Founder & Managing Member

Date: January 30, 2026

ACKNOWLEDGMENT

Acknowledged and agreed solely for purposes of Sections 4 (Future Co-Investment Allocation Rights), 5 (Enhanced Reporting Rights), and 6 (ESG Reporting) of this Side Letter Agreement:

RIDGELINE EQUITY MANAGEMENT LLC

By: ________

Name: Julian T. Whitmore

Title: Co-Founder & Managing Partner

Date: January 30, 2026

SIDE LETTER AGREEMENT
by and between
Ridgeline-Clarion Co-Invest GP LLC
and
Pellegrino Capital Group LLC
Dated as of January 30, 2026
This Side Letter Agreement (this "Side Letter") is entered into as of January 30, 2026 (the "Effective Date"), by and between:
Ridgeline-Clarion Co-Invest GP LLC, a Delaware limited liability company (the "General Partner" or "GP"), wholly owned by Ridgeline Equity Management LLC, a Delaware limited liability company, with its principal office at 399 Park Avenue, 28th Floor, New York, NY 10022; and
Pellegrino Capital Group LLC, a Delaware limited liability company foreign-qualified in the State of Florida (the "Limited Partner" or "Investor"), with its principal office at 1440 Brickell Avenue, Suite 3200, Miami, FL 33131.
The General Partner and the Limited Partner are each referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, the General Partner and the Limited Partner are parties to that certain Amended and Restated Limited Partnership Agreement of Ridgeline-Clarion Co-Invest, L.P., a Delaware limited partnership (the "Partnership"), dated as of January 30, 2026 (the "Partnership Agreement" or "LPA"), pursuant to which the General Partner serves as the sole general partner of the Partnership and the Limited Partner has been admitted as a limited partner of the Partnership;
WHEREAS, the Partnership was formed for the purpose of co-investing alongside Ridgeline Equity Partners Fund IV, L.P. ("Fund IV") in the equity of Clarion Holdings Acquisition Corp. ("AcquisitionCo"), a newly formed acquisition vehicle which is acquiring one hundred percent (100%) of the outstanding equity of Clarion Hospitality Holdings, Inc. ("Clarion" or the "Company"), a diversified hospitality management and ownership platform operating approximately sixty-two (62) properties and approximately fourteen thousand two hundred (14,200) rooms across the United States;
WHEREAS, the Limited Partner has committed to contribute Twenty-Five Million Dollars ($25,000,000) to the Partnership (the "Capital Commitment"), representing approximately thirty-three and one-third percent (33.33%) of the Partnership's aggregate capital commitments of Seventy-Five Million Dollars ($75,000,000);
WHEREAS, the General Partner and the Limited Partner desire to supplement the Partnership Agreement with certain additional terms and provisions applicable solely to the Limited Partner, including, without limitation, certain most-favored-nation rights, advisory committee representation rights, future co-investment allocation rights, enhanced reporting rights, environmental, social, and governance reporting obligations, excuse and exclusion protections, and other matters, in each case as set forth more fully herein;
WHEREAS, this Side Letter is being entered into pursuant to and in accordance with the provisions of the Partnership Agreement permitting the General Partner to enter into side letters, supplemental agreements, and similar arrangements with individual limited partners of the Partnership without the consent of, and without any obligation to notify, any other limited partner of the Partnership, and any terms set forth herein shall be deemed to amend and supplement the Partnership Agreement solely with respect to the Limited Partner; and
WHEREAS, the General Partner and the Limited Partner acknowledge and agree that this Side Letter is intended to operate in conjunction with, and not in lieu of, the Partnership Agreement and the Subscription Agreement of even date herewith executed by the Limited Partner in connection with its admission to the Partnership.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the Capital Commitment of the Limited Partner to the Partnership, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
Section 1. Definitions; Construction
1.1 Defined Terms. Capitalized terms used but not otherwise defined in this Side Letter shall have the meanings ascribed to such terms in the Partnership Agreement. For purposes of this Side Letter, the following additional definitions shall apply:
(a) "AcquisitionCo" means Clarion Holdings Acquisition Corp., a Delaware corporation formed for the purpose of acquiring all of the outstanding equity interests of Clarion.
(b) "Clarion" or the "Company" means Clarion Hospitality Holdings, Inc., a Delaware corporation.
(c) "Fund IV" means Ridgeline Equity Partners Fund IV, L.P., a Delaware limited partnership.
(d) "LPAC" means the limited partner advisory committee of the Partnership, as established and governed by the Partnership Agreement and this Side Letter.
(e) "Other Side Letter" has the meaning set forth in Section 2.1 hereof.
(f) "Partnership" means Ridgeline-Clarion Co-Invest, L.P., a Delaware limited partnership.
(g) "Partnership Agreement" or "LPA" means the Amended and Restated Limited Partnership Agreement of the Partnership, dated as of January 30, 2026, as the same may be further amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.
(h) "Ridgeline Entities" has the meaning set forth in Section 4.1 hereof.
1.2 Conflicts. In the event of any conflict, inconsistency, or ambiguity between the terms of this Side Letter and the terms of the Partnership Agreement, as they relate to the Limited Partner, the terms of this Side Letter shall control and govern with respect to the Limited Partner, and the Partnership Agreement shall be deemed amended and supplemented to the extent necessary to give effect to the terms of this Side Letter solely as applied to the Limited Partner. For the avoidance of doubt, this Side Letter shall not amend or modify the Partnership Agreement as it applies to any other limited partner of the Partnership.
1.3 References. All references herein to sections of the Partnership Agreement are references to the corresponding sections of the Amended and Restated Limited Partnership Agreement of the Partnership dated as of January 30, 2026. All references herein to "Sections" are, unless otherwise indicated, references to sections of this Side Letter. The headings and captions contained in this Side Letter are for convenience of reference only and shall not affect the interpretation or construction of this Side Letter.
1.4 Construction. The Parties acknowledge that each Party and its counsel have reviewed and revised this Side Letter and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Side Letter or any amendments or exhibits hereto. Words importing the singular include the plural and vice versa, and words importing one gender include all genders. The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation."
Section 2. Most-Favored-Nation Rights
2.1 Grant of MFN Rights. If the General Partner, at any time during the term of the Partnership, enters into any side letter, supplemental agreement, letter agreement, or similar arrangement with any other limited partner of the Partnership or any person acquiring a limited partnership interest in the Partnership (each, an "Other Side Letter") that provides such other limited partner with rights, terms, conditions, or privileges that are, in any respect, more favorable to such other limited partner than those provided to the Limited Partner under this Side Letter or the Partnership Agreement (including, without limitation, more favorable economic terms, governance rights, reporting rights, transfer rights, excuse or exclusion provisions, fee arrangements, or any other terms of any nature whatsoever), the General Partner shall promptly, and in any event within fifteen (15) business days following the execution and delivery of such Other Side Letter, provide written notice to the Limited Partner of such more favorable terms (each, an "MFN Notice"). Each MFN Notice shall include a complete and accurate redacted copy of the applicable Other Side Letter, redacted solely to the extent necessary to remove the identity of the other limited partner and the specific dollar amount of such other limited partner's capital commitment, but preserving in their entirety all substantive terms, conditions, rights, obligations, and privileges contained therein.
2.2 Election Right. Within thirty (30) days following the Limited Partner's receipt of an MFN Notice pursuant to Section 2.1 (the "MFN Election Period"), the Limited Partner shall have the right, exercisable by written notice to the General Partner delivered in accordance with Section 9 hereof, to elect to receive the benefit of any or all of the more favorable terms identified in such MFN Notice, in the Limited Partner's sole and absolute discretion. Upon the General Partner's receipt of such written election notice from the Limited Partner, the more favorable terms so elected shall thereupon be deemed automatically incorporated into this Side Letter as if originally set forth herein and shall apply to the Limited Partner effective as of the date of the applicable Other Side Letter. The Limited Partner's MFN election right under this Section 2.2 is full, unconditional, and unrestricted — it shall not be limited to any particular subset or category of terms and shall apply with equal force to economic terms, governance terms, reporting terms, transfer terms, fee-related terms, and any and all other provisions of any nature whatsoever contained in the Other Side Letter. For the avoidance of doubt, the Limited Partner may elect to receive the benefit of one or more individual provisions from an Other Side Letter without being required to accept all provisions of such Other Side Letter.
2.3 Exceptions. Notwithstanding the foregoing provisions of this Section 2, the MFN right granted hereunder shall not apply to terms contained in an Other Side Letter that are:
(a) specifically and exclusively related to the regulatory, tax, legal, or structural status of the other limited partner (including, by way of example and not limitation, terms relating to ERISA compliance, tax-exempt status, sovereign immunity, CFIUS-related restrictions, or foreign government entity requirements) and that are not relevant to the Limited Partner given the Limited Partner's own regulatory, tax, legal, and structural status; or
(b) expressly designated in the Other Side Letter as non-MFN-eligible, provided that any such designation shall not be effective with respect to the Limited Partner unless the Limited Partner has approved such designation in writing prior to or concurrently with the execution and delivery of the applicable Other Side Letter.
2.4 Ongoing Obligation. The obligations of the General Partner under this Section 2 shall be continuing obligations and shall apply to all Other Side Letters entered into at any time during the term of the Partnership, including, without limitation, any amendments, restatements, supplements, or modifications to any Other Side Letter previously entered into. The General Partner's obligations under this Section 2 shall survive the closing of the Partnership's investment in AcquisitionCo and shall continue until the earlier of (x) the dissolution and winding up of the Partnership and (y) the date on which the Limited Partner ceases to hold any limited partnership interest in the Partnership.
Section 3. Limited Partner Advisory Committee Seat
3.1 Appointment. The General Partner hereby agrees to appoint, and the Limited Partner shall be entitled to designate, one (1) representative to serve on the limited partner advisory committee of the Partnership (the "LPAC"). As of the Effective Date, the LPAC shall consist of three (3) members, and the Limited Partner's designation of one (1) member shall constitute one-third of the total LPAC membership. The Limited Partner's initial designee to the LPAC shall be Marco A. Pellegrino, Founder & Managing Member of Pellegrino Capital Group LLC, or such other individual as the Limited Partner may designate from time to time by written notice to the General Partner delivered in accordance with Section 9 hereof. The General Partner shall promptly take all actions necessary to effectuate the appointment of the Limited Partner's designee to the LPAC, including, without limitation, providing notice to other LPAC members and updating the Partnership's records accordingly.
3.2 LPAC Function and Authority. The LPAC shall have the authority, functions, and responsibilities set forth in the Partnership Agreement, including, without limitation:
(a) review and approval or disapproval of conflicts of interest and potential conflicts of interest involving the General Partner, its affiliates, or any of their respective principals, employees, or agents;
(b) review of valuation matters, including the methodology employed by the General Partner in determining the fair market value of the Partnership's investments and any material changes thereto;
(c) review of any proposed related-party transactions between the Partnership and the General Partner, its affiliates, or any portfolio company of Fund IV;
(d) review of any proposed amendments to the Partnership Agreement that the General Partner desires to effect without the consent of limited partners pursuant to the terms thereof; and
(e) any other matters submitted to the LPAC by the General Partner from time to time in its discretion or as required by the Partnership Agreement.
The Limited Partner's LPAC representative shall have full and equal voting rights on all matters presented to the LPAC and shall receive all materials, notices, and information distributed to LPAC members in connection with LPAC meetings and actions. The General Partner shall provide the Limited Partner's LPAC representative with not less than ten (10) business days' advance written notice of any scheduled LPAC meeting, together with an agenda and any supporting materials relevant to the matters to be discussed at such meeting.
3.3 Duration; Replacement. The Limited Partner's right to designate a representative to serve on the LPAC pursuant to this Section 3 shall continue for so long as the Limited Partner holds a limited partnership interest in the Partnership, irrespective of any reduction in the Limited Partner's proportionate interest in the Partnership. The Limited Partner may replace its LPAC designee at any time and from time to time upon written notice to the General Partner, and such replacement shall be effective upon receipt of such notice by the General Partner. No consent of the General Partner or any other limited partner shall be required in connection with any such replacement. Any LPAC designee of the Limited Partner shall be subject to customary confidentiality obligations with respect to information received in such capacity.
Section 4. Future Co-Investment Allocation Rights
4.1 Pro Rata Allocation Right. If Ridgeline Equity Management LLC, Ridgeline Equity Partners GP IV LLC, or any affiliate of either of the foregoing (including, without limitation, any successor fund general partner, fund management entity, or co-investment vehicle sponsored or managed by any of the foregoing) (collectively, the "Ridgeline Entities") sponsors, organizes, structures, or offers any co-investment opportunity in the hospitality sector (including, without limitation, hotel operations, hotel ownership, hospitality asset management, resort development, branded residences, and related travel and leisure businesses, but excluding any investment that is made exclusively through Fund IV without any co-investment allocation to any person) during the term of the Partnership or, if earlier, the end of the investment period of Ridgeline Equity Partners Fund IV, L.P. as defined in the limited partnership agreement thereof, the General Partner shall use commercially reasonable efforts to offer the Limited Partner a pro rata allocation of such co-investment opportunity on terms no less favorable than those offered to any other co-investor participating in such co-investment opportunity.
4.2 Pro Rata Defined. For purposes of this Section 4, "pro rata" means the Limited Partner's proportionate share of such co-investment opportunity determined by reference to the Limited Partner's Capital Commitment to the Partnership relative to the aggregate capital commitments of all co-investors in the Partnership (i.e., $25,000,000 / $75,000,000, or thirty-three and one-third percent (33.33%)), unless the Limited Partner and the General Partner mutually agree in writing to a different allocation percentage with respect to any particular co-investment opportunity. Nothing in this Section 4 shall obligate the Limited Partner to participate in any co-investment opportunity, and any decision by the Limited Partner not to participate in a particular co-investment opportunity shall not affect the Limited Partner's rights under this Section 4 with respect to future co-investment opportunities.
4.3 Notice and Election Period. The General Partner shall provide the Limited Partner with no less than fifteen (15) business days' prior written notice of any co-investment opportunity described in Section 4.1 (a "Co-Investment Notice"). Each Co-Investment Notice shall include, at a minimum:
(a) a reasonably detailed summary of the proposed co-investment transaction, including the identity of the target company or asset, the business and sector of the target, and the investment thesis;
(b) the anticipated economics of the co-investment, including the proposed aggregate equity investment amount, the expected capital structure, any management fees or carried interest applicable to the co-investment vehicle (if any), and the anticipated hold period;
(c) the estimated timeline for the co-investment, including the anticipated closing date and the deadline for the Limited Partner to fund its capital commitment; and
(d) a summary of the material terms and conditions of the co-investment vehicle or structure, including any governance, transfer, and information rights applicable to co-investors.
The Limited Partner shall have ten (10) business days from receipt of such Co-Investment Notice to accept or decline the proposed allocation, in whole or in part, by delivering written notice to the General Partner. If the Limited Partner does not respond within such ten (10) business day period, the Limited Partner shall be deemed to have declined the allocation, and the General Partner shall be free to offer such allocation to other co-investors.
4.4 Subject to Availability. The allocation right set forth in this Section 4 is subject to availability and the General Partner's ability to offer such allocations consistent with its fiduciary and contractual obligations to Fund IV, Fund IV's limited partners, and any applicable regulatory constraints (including, without limitation, any applicable securities laws and regulations). The Parties acknowledge that the General Partner's primary obligation with respect to co-investment opportunities is to Fund IV and its limited partners, and that the allocation right hereunder is subject to Fund IV's priority. Notwithstanding the foregoing, the General Partner shall not offer a co-investment opportunity in the hospitality sector to any other co-investor from the Partnership, or to any limited partner of Fund IV acting in a co-investment capacity alongside Fund IV, on a preferential basis (i.e., on a basis that provides such other co-investor with a disproportionately larger allocation relative to such other co-investor's capital commitment to the Partnership or Fund IV, as applicable) without first offering the Limited Partner its pro rata share of such co-investment opportunity in accordance with the terms of this Section 4.
Section 5. Enhanced Reporting Rights
5.1 Monthly Operating Dashboards. In addition to, and without limiting, the information rights set forth in the Partnership Agreement (including, without limitation, annual audited financial statements of the Partnership and AcquisitionCo to be delivered within one hundred twenty (120) days of each fiscal year-end, quarterly unaudited financial statements to be delivered within sixty (60) days of each fiscal quarter-end, and Internal Revenue Service Schedule K-1s to be delivered by March 15 of each calendar year), the General Partner shall cause the Partnership and/or AcquisitionCo to prepare and provide to the Limited Partner monthly operating dashboards with respect to Clarion Hospitality Holdings, Inc. and its subsidiaries within thirty (30) days following the end of each calendar month (commencing with the first full calendar month following the closing of the Partnership's investment in AcquisitionCo).
Such monthly operating dashboards shall include, at a minimum, the following information:
(a) revenue, EBITDA, and adjusted EBITDA for the applicable calendar month and on a year-to-date basis, with comparison to the applicable operating budget and to the corresponding prior-year period;
(b) occupancy rates, ADR (average daily rate), and RevPAR (revenue per available room) across the managed portfolio of approximately sixty-two (62) properties and approximately fourteen thousand two hundred (14,200) rooms, presented on both a portfolio-wide aggregate basis and, to the extent reasonably practicable, segmented by property type, brand affiliation, and geographic region;
(c) property-level and portfolio-level operating metrics, including gross operating profit per available room (GOPPAR), total revenue per available room (TRevPAR), and labor cost as a percentage of revenue;
(d) capital expenditure activity, including a summary of capital projects in progress, capital expenditure amounts incurred during the applicable month and year-to-date, and comparison to the approved capital expenditure budget; and
(e) any material developments with respect to Clarion's business and operations, including, without limitation, significant new management contracts entered into, property additions or dispositions (whether managed or owned), material litigation or regulatory matters, significant changes in key personnel, and any other events or circumstances that could reasonably be expected to have a material effect on the financial condition, results of operations, or prospects of Clarion.
5.2 Format and Delivery. Monthly operating dashboards prepared and delivered pursuant to Section 5.1 shall be delivered electronically in portable document format (PDF) or such other electronic format as the Parties may mutually agree, to such email addresses as the Limited Partner may designate from time to time by written notice to the General Partner. The General Partner shall use commercially reasonable efforts to ensure that the format, structure, and content of the monthly operating dashboards are materially consistent from period to period in order to facilitate meaningful period-over-period comparison and analysis by the Limited Partner. In the event that the General Partner proposes to make material changes to the format or content of the monthly operating dashboards, the General Partner shall provide the Limited Partner with reasonable advance notice of such proposed changes and shall consider in good faith any comments or suggestions received from the Limited Partner with respect thereto.
5.3 Confidentiality. The Limited Partner acknowledges and agrees that the monthly operating dashboards and all other information provided to the Limited Partner pursuant to this Section 5 constitute confidential information of the Partnership, AcquisitionCo, and Clarion, and are subject to the confidentiality provisions of the Partnership Agreement (including, without limitation, any restrictions on disclosure to third parties and any restrictions on the use of such information for purposes other than monitoring the Limited Partner's investment in the Partnership). The Limited Partner agrees to treat all such information with the same degree of care as the Limited Partner treats its own confidential information of a similar nature, but in no event less than a reasonable degree of care.
Section 6. ESG Reporting
6.1 Annual ESG Summary. The General Partner shall cause the Partnership and/or AcquisitionCo to prepare and provide to the Limited Partner an annual summary report addressing environmental, social, and governance ("ESG") matters with respect to Clarion's operations (the "Annual ESG Summary"). The Annual ESG Summary shall be delivered to the Limited Partner within one hundred twenty (120) days following the end of each fiscal year of the Partnership, contemporaneously with the delivery of the annual audited financial statements of the Partnership. The first Annual ESG Summary shall cover the period from the closing of the Partnership's investment in AcquisitionCo through the end of the first full fiscal year of the Partnership following such closing.
6.2 Content and Standards. The Annual ESG Summary shall be prepared in a manner that is consistent with Pellegrino Capital Group LLC's internal ESG policy (the "Investor ESG Policy"), a copy of which the Limited Partner has provided to the General Partner prior to the execution of this Side Letter. The General Partner acknowledges receipt of the Investor ESG Policy and agrees that the Annual ESG Summary shall, at a minimum, address the following categories of ESG-related information:
(a) Environmental Metrics: Energy consumption (including total kilowatt-hours and energy intensity per occupied room), Scope 1 and Scope 2 greenhouse gas emissions (measured in metric tons of carbon dioxide equivalent), water usage and conservation efforts across managed properties, and waste management practices (including waste diversion rates, recycling programs, and any initiatives to reduce single-use plastics or other materials).
(b) Social Metrics: Employee health and safety performance (including recordable incident rates and any OSHA-reportable events), workforce diversity statistics (including gender and ethnic diversity across management and non-management levels), community engagement and charitable initiatives undertaken by Clarion or its managed properties, and guest satisfaction metrics (including aggregate Net Promoter Score or equivalent measure, to the extent tracked by Clarion).
(c) Governance Metrics: Composition of the board of directors or equivalent governing body of AcquisitionCo and Clarion (including information regarding independence, diversity, and relevant expertise of board members), overview of Clarion's compliance program (including anti-corruption, anti-bribery, and ethics policies), summary of data privacy and cybersecurity practices and any material incidents, and summary of any whistleblower or ethics hotline activity (in the aggregate, without identifying specific individuals).
The General Partner acknowledges that the Investor ESG Policy may be updated or revised by the Limited Partner from time to time, and the General Partner agrees to use commercially reasonable efforts to ensure that the Annual ESG Summary reflects any such updates or revisions, provided that the Limited Partner delivers the updated Investor ESG Policy to the General Partner within a reasonable time prior to the end of the applicable fiscal year.
6.3 Cooperation. The General Partner shall use commercially reasonable efforts to cooperate with the Limited Partner in responding to any ESG-related inquiries received from the Limited Partner during the course of the fiscal year and to accommodate reasonable requests from the Limited Partner for supplemental ESG-related data or information not otherwise included in the Annual ESG Summary. The General Partner shall designate an appropriate contact person within the Ridgeline Entities or Clarion to serve as the primary point of contact for the Limited Partner's ESG-related inquiries. Nothing in this Section 6 shall require the General Partner or Clarion to incur material additional costs or expenses to prepare the Annual ESG Summary or to respond to the Limited Partner's ESG-related inquiries, beyond the costs and expenses that would be incurred in the ordinary course of Clarion's business in tracking and reporting ESG-related information consistent with industry standards.
Section 7. Excuse and Exclusion Protections
7.1 No Excuse or Exclusion Without Consent. Notwithstanding anything to the contrary contained in the Partnership Agreement (including, without limitation, any provisions thereof permitting the General Partner to excuse or exclude a limited partner from participation in any investment of the Partnership), the General Partner may not excuse or exclude the Limited Partner from the investment in AcquisitionCo, or from any other investment made by the Partnership (whether a follow-on investment, an add-on acquisition, or otherwise), without the prior written consent of the Limited Partner. The Limited Partner's consent under this Section 7.1 may be granted or withheld in the Limited Partner's sole and absolute discretion.
7.2 Clarification. For the avoidance of doubt, this Section 7 is intended to ensure that the Limited Partner's participation in the Partnership's investment in AcquisitionCo and in any and all other investments of the Partnership cannot be involuntarily reduced, diluted, or eliminated by action of the General Partner, whether through the exercise of excuse or exclusion rights, the making of disproportionate capital calls, or otherwise, except as may be strictly required by applicable law, rule, regulation, or order of a court or governmental authority of competent jurisdiction. In the event that the General Partner determines in good faith, based on the written advice of outside legal counsel, that applicable law, rule, regulation, or order requires the excuse or exclusion of the Limited Partner from any investment of the Partnership, the General Partner shall:
(a) provide prompt written notice to the Limited Partner of such determination, including a reasonably detailed description of the legal basis therefor and a copy of any relevant legal opinion or regulatory communication;
(b) cooperate in good faith with the Limited Partner and the Limited Partner's legal counsel to identify alternative arrangements, structures, or accommodations that would preserve the economic substance of the Limited Partner's investment to the greatest extent practicable while complying with applicable legal requirements; and
(c) not excuse or exclude the Limited Partner until the Parties have had a reasonable opportunity (not less than thirty (30) days from the date of the notice described in clause (a) above, unless a shorter period is required by applicable law) to explore such alternative arrangements in good faith.
Section 8. Tax Matters
8.1 Tax Information. For purposes of the Partnership's tax reporting and compliance obligations, the Limited Partner hereby confirms the following information:
(a) The Limited Partner's taxpayer identification number (Employer Identification Number) is 84-3291047.
(b) The Limited Partner is classified as a limited liability company formed under the laws of the State of Delaware and is foreign-qualified to transact business in the State of Florida.
(c) The Limited Partner's federal income tax classification under Treasury Regulation Section 301.7701-3 has been separately provided to the General Partner in the Investor Questionnaire executed and delivered by the Limited Partner in connection with its admission to the Partnership. The Limited Partner agrees to notify the General Partner promptly in writing of any change in its tax classification or tax status.
8.2 K-1 Delivery. The General Partner shall use commercially reasonable efforts to cause the Partnership's tax return preparer to deliver the Limited Partner's Internal Revenue Service Schedule K-1 (Form 1065) for each taxable year of the Partnership by March 15 of the calendar year immediately following the end of such taxable year, consistent with the delivery timeline set forth in the Partnership Agreement. In the event that final Schedule K-1s are not available by March 15, the General Partner shall use commercially reasonable efforts to provide the Limited Partner with draft or estimated K-1 information (including estimated allocations of income, gain, loss, deduction, and credit) by February 28 of such calendar year in order to facilitate the Limited Partner's tax planning and estimated tax payment obligations. The General Partner shall promptly notify the Limited Partner if it becomes aware that the delivery of final Schedule K-1s will be delayed beyond the March 15 target date and shall provide the Limited Partner with an estimated timeline for delivery.
Section 9. Notices
9.1 Notices to the Limited Partner. All notices, requests, demands, consents, approvals, and other communications required or permitted to be given under this Side Letter to the Limited Partner shall be in writing and shall be delivered to the Limited Partner at the following address:
Pellegrino Capital Group LLC 1440 Brickell Avenue, Suite 3200 Miami, FL 33131
Attention: Adriana Voss, Vice President & General Counsel
Email: avoss@pellegrinocapital.com
With a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 200 South Biscayne Boulevard, Suite 4100 Miami, FL 33131
Attention: Nicholas Stern
Email: nstern@calderwoodharkness.com
9.2 Notices to the General Partner. All notices, requests, demands, consents, approvals, and other communications required or permitted to be given under this Side Letter to the General Partner shall be in writing and shall be delivered to the General Partner at the following address:
Ridgeline-Clarion Co-Invest GP LLC c/o Ridgeline Equity Management LLC 399 Park Avenue, 28th Floor New York, NY 10022
Attention: Connor M. Rafferty, Partner, Head of Hospitality
Email: crafferty@ridgelineequity.com
With a copy (which shall not constitute notice) to:
Hartwell Velmoran & Pratt LLP 51 West 52nd Street New York, NY 10019
Attention: Douglas W. Cheng
Email: dwcheng@hartwellkp.com
9.3 Methods of Delivery. Notices may be delivered by (a) personal delivery (including delivery by messenger or courier service), (b) deposit with a nationally recognized overnight courier service (such as Severin Partners LLC or Halcyon Partners LLC), with all charges prepaid, (c) United States registered or certified mail, return receipt requested, postage prepaid, or (d) electronic mail (with confirmation of receipt, which may include a read receipt, a reply email confirming receipt, or other reasonable evidence of delivery). Notices shall be deemed to have been duly given and effective (i) if delivered by personal delivery, upon delivery, (ii) if sent by nationally recognized overnight courier service, on the first business day following the date of deposit with such courier service, (iii) if sent by registered or certified mail, on the fifth business day following the date of mailing, or (iv) if sent by electronic mail, upon confirmation of receipt. Either Party may change its notice address by providing written notice thereof to the other Party in accordance with this Section 9.
Section 10. Confidentiality
10.1 Confidentiality of Side Letter. The terms, conditions, and existence of this Side Letter are confidential, and neither Party shall disclose or permit the disclosure of the terms, conditions, or existence of this Side Letter to any person other than:
(a) such Party's directors, officers, employees, members, partners, legal advisors, tax advisors, and accounting advisors who have a bona fide need to know the contents hereof in connection with such Party's investment in the Partnership and who are bound by obligations of confidentiality no less restrictive than those contained herein (including, with respect to the Limited Partner, Calderwood & Harkness LLP and Whitfield Greer & Associates LLP, and, with respect to the General Partner, Hartwell Velmoran & Pratt LLP);
(b) as required by applicable law, rule, regulation, stock exchange requirement, or legal process (including, without limitation, any subpoena, civil investigative demand, or order of a court or governmental authority of competent jurisdiction), provided that the disclosing Party shall, to the extent permitted by law and reasonably practicable, provide the other Party with prompt advance written notice of such required disclosure and shall cooperate with the other Party in seeking a protective order or other appropriate remedy to limit the scope of such disclosure; and
(c) as required in connection with the enforcement of such Party's rights under this Side Letter, the Partnership Agreement, or any related agreement.
10.2 MFN Disclosure Exception. Notwithstanding the foregoing provisions of Section 10.1, the General Partner may disclose the existence and terms of this Side Letter to other limited partners of the Partnership to the extent necessary to comply with most-favored-nation obligations owed to such other limited partners under side letters or similar arrangements entered into between the General Partner and such other limited partners. Any such disclosure shall be made on a redacted basis to the extent permitted, with the identity of the Limited Partner and the specific dollar amount of the Limited Partner's Capital Commitment redacted. The General Partner shall use commercially reasonable efforts to limit any such MFN-related disclosure to the minimum scope necessary to comply with its obligations.
Section 11. Representations and Warranties
11.1 Representations of the General Partner. The General Partner hereby represents and warrants to the Limited Partner, as of the Effective Date, as follows:
(a) The General Partner is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware.
(b) The General Partner has full limited liability company power and authority to execute and deliver this Side Letter and to perform its obligations hereunder.
(c) The execution, delivery, and performance of this Side Letter by the General Partner have been duly authorized by all necessary limited liability company action on the part of the General Partner, and no further approval, authorization, or consent of any person (including any member or manager of the General Partner) is required in connection therewith.
(d) This Side Letter constitutes the legal, valid, and binding obligation of the General Partner, enforceable against the General Partner in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, and other similar laws of general applicability relating to or affecting creditors' rights and to general equitable principles (whether considered in a proceeding in equity or at law).
(e) The execution and delivery of this Side Letter by the General Partner does not and will not (i) conflict with, result in a breach or violation of, or constitute a default under the General Partner's certificate of formation or limited liability company agreement, (ii) conflict with, result in a breach or violation of, or constitute a default under any material agreement, contract, or instrument to which the General Partner is a party or by which it is bound, or (iii) violate any applicable law, rule, regulation, order, judgment, or decree of any court or governmental authority having jurisdiction over the General Partner.
(f) As of the Effective Date, the General Partner has not entered into any Other Side Letter with any other limited partner of the Partnership.
11.2 Representations of the Limited Partner. The Limited Partner hereby represents and warrants to the General Partner, as of the Effective Date, as follows:
(a) The Limited Partner is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware and is duly qualified to transact business in the State of Florida.
(b) The Limited Partner has full limited liability company power and authority to execute and deliver this Side Letter and to perform its obligations hereunder.
(c) The execution, delivery, and performance of this Side Letter by the Limited Partner have been duly authorized by all necessary limited liability company action on the part of the Limited Partner, and no further approval, authorization, or consent of any person (including any member or manager of the Limited Partner) is required in connection therewith.
(d) This Side Letter constitutes the legal, valid, and binding obligation of the Limited Partner, enforceable against the Limited Partner in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, and other similar laws of general applicability relating to or affecting creditors' rights and to general equitable principles (whether considered in a proceeding in equity or at law).
Section 12. General Provisions
12.1 Governing Law. This Side Letter shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Each Party irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have subject matter jurisdiction, the Superior Court of the State of Delaware, or the United States District Court for the District of Delaware) for the purpose of any action, suit, or proceeding arising out of or relating to this Side Letter, and each Party hereby irrevocably waives, and agrees not to assert, any objection that it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any such court, or any claim that any such action, suit, or proceeding has been brought in an inconvenient forum.
12.2 Entire Agreement. This Side Letter, together with the Partnership Agreement and the Subscription Agreement dated as of the date hereof between the General Partner and the Limited Partner (and any exhibits, schedules, and annexes thereto), constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, correspondence, representations, understandings, and agreements (whether written or oral) between the Parties relating to the subject matter hereof. Each Party acknowledges that, in entering into this Side Letter, it has not relied on any statement, representation, warranty, or agreement of the other Party other than those expressly set forth herein, in the Partnership Agreement, or in the Subscription Agreement.
12.3 Amendment; Waiver. This Side Letter may not be amended, modified, restated, or supplemented except by a written instrument duly executed by both the General Partner and the Limited Partner. No waiver of any provision of this Side Letter, or of any right or remedy arising hereunder, shall be effective unless set forth in a written instrument signed by the Party granting such waiver. No failure or delay by either Party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power, or privilege hereunder.
12.4 Severability. If any term, provision, covenant, or restriction of this Side Letter is held by a court of competent jurisdiction or other governmental authority to be invalid, void, illegal, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions of this Side Letter shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either Party. Upon such a determination, the Parties shall negotiate in good faith to modify this Side Letter so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby may be consummated as originally contemplated to the fullest extent possible.
12.5 Successors and Assigns. This Side Letter shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns. The Limited Partner may not assign, transfer, delegate, or otherwise dispose of its rights or obligations under this Side Letter without the prior written consent of the General Partner, which consent may be granted or withheld in the General Partner's sole discretion; provided, however, that the Limited Partner may assign its rights (but not its obligations) under this Side Letter in connection with a permitted transfer of all or a portion of the Limited Partner's limited partnership interest in the Partnership made in accordance with the terms and conditions of the Partnership Agreement, and such assignee shall succeed to the rights of the Limited Partner hereunder to the extent of the interest so transferred. The General Partner may not assign its obligations under this Side Letter without the prior written consent of the Limited Partner, except in connection with a transfer of the General Partner's general partner interest in the Partnership to a successor general partner in accordance with the Partnership Agreement.
12.6 Counterparts. This Side Letter may be executed in one or more counterparts (including by means of facsimile or electronic transmission in portable document format (PDF)), each of which, when so executed and delivered, shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument. Signatures delivered by facsimile, electronic mail (including PDF), or other electronic transmission shall be deemed original signatures and shall have the same force and effect as original signatures for all purposes.
12.7 Third-Party Beneficiaries. Nothing in this Side Letter, express or implied, is intended to or shall confer upon any person other than the Parties hereto any rights, benefits, or remedies of any nature whatsoever under or by reason of this Side Letter. Notwithstanding the foregoing, the Parties acknowledge and agree that Ridgeline Equity Management LLC and Ridgeline Equity Partners Fund IV, L.P. are express third-party beneficiaries of Section 10 (Confidentiality) of this Side Letter and shall be entitled to enforce the provisions thereof as if they were parties hereto.
12.8 Relationship to Partnership Agreement. Except as expressly modified, amended, or supplemented by this Side Letter, the Partnership Agreement shall remain in full force and effect in accordance with its terms, and nothing herein shall be construed to amend, modify, or otherwise affect the rights, duties, or obligations of any party under the Partnership Agreement except as expressly set forth herein with respect to the Limited Partner. This Side Letter is not intended to, and shall not, create any rights in favor of any limited partner of the Partnership other than the Limited Partner. The Limited Partner acknowledges and confirms that, except as expressly modified hereby, it remains bound by all of the terms, conditions, and obligations of the Partnership Agreement applicable to limited partners.
[Signature Page Follows]
IN WITNESS WHEREOF, the Parties have executed this Side Letter Agreement as of the date first written above.
GENERAL PARTNER:
RIDGELINE-CLARION CO-INVEST GP LLC
By: ________
Name: Connor M. Rafferty
Title: Authorized Signatory
Date: January 30, 2026
LIMITED PARTNER:
PELLEGRINO CAPITAL GROUP LLC
By: ________
Name: Marco A. Pellegrino
Title: Founder & Managing Member
Date: January 30, 2026
ACKNOWLEDGMENT
Acknowledged and agreed solely for purposes of Sections 4 (Future Co-Investment Allocation Rights), 5 (Enhanced Reporting Rights), and 6 (ESG Reporting) of this Side Letter Agreement:
RIDGELINE EQUITY MANAGEMENT LLC
By: ________
Name: Julian T. Whitmore
Title: Co-Founder & Managing Partner
Date: January 30, 2026

SIDE LETTER AGREEMENT

RECITALS

GENERAL PARTNER:

RIDGELINE-CLARION CO-INVEST GP LLC

LIMITED PARTNER:

PELLEGRINO CAPITAL GROUP LLC

ACKNOWLEDGMENT

RIDGELINE EQUITY MANAGEMENT LLC

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Parties

Dates

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