1027-00002 · Pellegrino Capital Group · Transaction Documents

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SUBSCRIPTION AGREEMENT

Ridgeline-Clarion Co-Invest, L.P.

a Delaware Limited Partnership

Subscriber: Pellegrino Capital Group LLC

Capital Commitment: $25,000,000

Date: January 30, 2026

CONFIDENTIAL — THIS SUBSCRIPTION AGREEMENT AND THE INFORMATION CONTAINED HEREIN ARE CONFIDENTIAL AND ARE PROVIDED TO THE SUBSCRIBER SOLELY FOR USE IN CONNECTION WITH THE SUBSCRIBER'S INVESTMENT IN RIDGELINE-CLARION CO-INVEST, L.P. THIS AGREEMENT MAY NOT BE REPRODUCED, DISTRIBUTED, OR DISCLOSED TO ANY OTHER PERSON WITHOUT THE PRIOR WRITTEN CONSENT OF THE GENERAL PARTNER.

SUBSCRIPTION AGREEMENT

This Subscription Agreement (this "Agreement") is entered into as of January 30, 2026, by and between:

Ridgeline-Clarion Co-Invest GP LLC, a Delaware limited liability company (EIN: 93-4817302), in its capacity as the general partner (the "General Partner" or "GP") of Ridgeline-Clarion Co-Invest, L.P., a Delaware limited partnership (EIN: 93-4817265) (the "Partnership" or the "Co-Invest Vehicle"). The General Partner is wholly owned by Ridgeline Equity Management LLC, a Delaware limited liability company, with its principal headquarters located 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 "Subscriber") (EIN: 84-3291047), with its principal office at 1440 Brickell Avenue, Suite 3200, Miami, FL 33131.

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

RECITALS

WHEREAS, the Partnership has been formed as a Delaware limited partnership pursuant to the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. § 17-101, et seq., for the purpose of co-investing alongside Ridgeline Equity Partners Fund IV, L.P. ("Fund IV"), a Delaware limited partnership, in the equity of Clarion Holdings Acquisition Corp. ("AcquisitionCo"), a Delaware corporation, formed to acquire one hundred percent (100%) of the equity interests of Clarion Hospitality Holdings, Inc. ("Clarion" or the "Target"), a Delaware corporation;

WHEREAS, the Partnership is governed by that certain Amended and Restated Limited Partnership Agreement of Ridgeline-Clarion Co-Invest, L.P., dated as of January 30, 2026 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Partnership Agreement" or "LPA");

WHEREAS, the Partnership is seeking aggregate capital commitments of Seventy-Five Million Dollars ($75,000,000) from limited partners to co-invest alongside Fund IV's equity commitment of One Hundred Seventy-Five Million Dollars ($175,000,000), for a combined equity investment of Two Hundred Fifty Million Dollars ($250,000,000) in AcquisitionCo;

WHEREAS, the Subscriber desires to subscribe for a limited partnership interest in the Partnership with a capital commitment of Twenty-Five Million Dollars ($25,000,000), representing approximately thirty-three and one-third percent (33.33%) of the Partnership's aggregate capital commitments;

WHEREAS, the General Partner is willing to accept the Subscriber's subscription on the terms and conditions set forth herein and in the Partnership Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the representations and warranties of the Parties, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I — SUBSCRIPTION; CAPITAL COMMITMENT

Section 1.1 — Subscription for Limited Partnership Interest

The Subscriber hereby irrevocably subscribes for a limited partnership interest (an "Interest") in the Partnership, subject to the terms and conditions of this Agreement and the Partnership Agreement. The Subscriber's capital commitment to the Partnership shall be Twenty-Five Million Dollars ($25,000,000) (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). Based on the Partnership's pro rata participation in AcquisitionCo alongside Fund IV, the Subscriber's indirect ownership of AcquisitionCo shall be equal to approximately ten percent (10.0%) of total equity (calculated as 33.33% of the Partnership's 30% share of the $250,000,000 combined equity investment). The Subscriber's subscription for the Interest is subject to acceptance by the General Partner in accordance with Section 1.2 hereof.

Section 1.2 — Acceptance of Subscription

The General Partner may accept or reject the Subscriber's subscription, in whole or in part, in its sole and absolute discretion, without obligation to provide any reason therefor. The Subscriber's subscription shall be deemed accepted upon execution and delivery of this Agreement by the General Partner and the admission of the Subscriber as a limited partner of the Partnership in accordance with the terms of the Partnership Agreement. The General Partner shall provide written confirmation of acceptance to the Subscriber promptly following such execution and admission.

Section 1.3 — Partnership Agreement

The Subscriber hereby acknowledges that it has received, reviewed, and understands the Partnership Agreement, including all exhibits, annexes, and schedules attached thereto. The Subscriber further acknowledges that it has had the opportunity to review the Partnership Agreement with its legal counsel, Calderwood & Harkness LLP, and its tax and accounting advisors, Whitfield Greer & Associates LLP. Upon acceptance of this subscription by the General Partner and admission of the Subscriber as a limited partner, the Subscriber shall be bound by all of the terms, covenants, conditions, and obligations of the Partnership Agreement as if the Subscriber were an original signatory thereto and an original party to the Partnership Agreement. In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of the Partnership Agreement, the Partnership Agreement shall control and prevail in all respects; provided, however, that to the extent any side letter agreement entered into between the General Partner and the Subscriber (a "Side Letter") expressly modifies or supplements any provision of the Partnership Agreement or this Agreement with respect to the Subscriber, the terms of such Side Letter shall control as between the General Partner and the Subscriber to the extent of such express modification or supplement.

Section 1.4 — Capital Contributions

(a) The Subscriber agrees to fund one hundred percent (100%) of its Capital Commitment, in an amount equal to Twenty-Five Million Dollars ($25,000,000), at the closing of the Partnership's investment in AcquisitionCo (the "Closing"), which is currently expected to occur on January 30, 2026, or such other date as may be determined by the General Partner.

(b) Capital calls shall be made in accordance with the terms and procedures set forth in the Partnership Agreement. The General Partner shall provide the Subscriber with not less than ten (10) business days' prior written notice of each capital call (a "Capital Call Notice"), which notice shall specify the aggregate amount of the capital call, the Subscriber's pro rata share thereof, the purpose for which such capital contribution is being called, and the date on which funding is required (the "Funding Date").

(c) Notwithstanding the foregoing, the initial capital call at the Closing shall require the Subscriber to fund its full Capital Commitment of Twenty-Five Million Dollars ($25,000,000) on the Funding Date specified in the Capital Call Notice delivered in connection with the Closing.

(d) All capital contributions shall be made by wire transfer of immediately available funds in United States dollars in accordance with the wire transfer instructions set forth in the Funds Flow Memorandum to be delivered by the General Partner to the Subscriber prior to the applicable Funding Date. Unless otherwise instructed by the General Partner, all funds shall be wired to the account of Continental Fiduciary Services, Inc., an escrow agent with offices at 111 Wall Street, Suite 600, New York, NY 10005, for subsequent release to the Partnership upon satisfaction of all conditions to Closing as set forth in the definitive acquisition agreements relating to the acquisition of Clarion.

(e) The Subscriber acknowledges that the General Partner may call additional amounts for Partnership expenses, organizational expenses (subject to the $150,000 cap set forth in the Partnership Agreement), and other amounts as permitted under the Partnership Agreement, and the Subscriber agrees to fund its pro rata share of any such additional capital calls in accordance with the terms of the Partnership Agreement.

Section 1.5 — Default

(a) If the Subscriber fails to fund any capital call, in whole or in part, within the time period specified in the applicable Capital Call Notice (after giving effect to any cure period set forth in the Partnership Agreement), the Subscriber shall be deemed a "Defaulting Limited Partner" under the Partnership Agreement and shall be subject to the default remedies set forth therein.

(b) Without limiting the generality of the foregoing, the default remedies available to the General Partner under the Partnership Agreement include, but are not limited to: (i) the forfeiture by the Defaulting Limited Partner of fifty percent (50%) of the Defaulting Limited Partner's Interest in the Partnership, with such forfeited Interest to be reallocated among the non-defaulting limited partners pro rata in accordance with their respective Capital Commitments or as otherwise determined by the General Partner; and (ii) the subordination of the remaining fifty percent (50%) of the Defaulting Limited Partner's Interest in priority of distributions to the Interests of all non-defaulting limited partners, such that the Defaulting Limited Partner shall not receive any distribution from the Partnership until all non-defaulting limited partners have received distributions in an aggregate amount equal to their respective Capital Contributions plus a preferred return of eight percent (8%) per annum, compounded quarterly.

(c) In addition to the remedies set forth above and in the Partnership Agreement, the General Partner may pursue any and all other remedies available at law or in equity, including, without limitation, the right to recover interest on unpaid amounts at the lesser of (i) eighteen percent (18%) per annum or (ii) the maximum rate permitted by applicable law, calculated from the applicable Funding Date through the date of actual payment, together with all costs and expenses (including reasonable attorneys' fees) incurred by the Partnership or the General Partner in connection with enforcing the Subscriber's funding obligations.

ARTICLE II — REPRESENTATIONS AND WARRANTIES OF THE SUBSCRIBER

The Subscriber hereby makes the following representations and warranties to the General Partner and the Partnership as of the date hereof and as of the date of each capital contribution made by the Subscriber to the Partnership:

Section 2.1 — Organization and Good Standing

The Subscriber is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Subscriber is duly qualified and in good standing as a foreign limited liability company in the State of Florida and in each other jurisdiction in which the nature of its business or the ownership or leasing of its properties requires such qualification, except where the failure to be so qualified would not reasonably be expected to have a material adverse effect on the Subscriber's ability to perform its obligations under this Agreement. The Subscriber's registered agent in the State of Delaware is Capitol Registered Agents, Inc., 850 New Burton Road, Suite 201, Dover, DE 19904. The Subscriber has all requisite limited liability company power and authority to own, lease, and operate its properties and assets and to carry on its business as presently conducted.

Section 2.2 — Authorization; Binding Obligation

The Subscriber has full limited liability company power and authority to execute, deliver, and perform its obligations under this Agreement, the Partnership Agreement, and any Side Letter entered into in connection herewith. The execution, delivery, and performance of this Agreement and all related documents and instruments have been duly authorized by all necessary limited liability company action on the part of the Subscriber, including any requisite approvals of the Subscriber's managing member, members, managers, or other governing persons or bodies, and no further corporate, limited liability company, or other action or proceeding on the part of the Subscriber is necessary to authorize the execution, delivery, or performance of this Agreement. This Agreement constitutes the legal, valid, and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms, subject to (a) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and other similar laws of general applicability relating to or affecting creditors' rights generally, and (b) general principles of equity, whether considered in a proceeding in equity or at law (including concepts of materiality, reasonableness, good faith, and fair dealing).

Section 2.3 — No Conflicts

The execution, delivery, and performance of this Agreement and the Partnership Agreement by the Subscriber do not and will not: (a) violate, conflict with, or result in a breach of any provision of the Subscriber's certificate of formation, operating agreement, or other organizational or governing documents; (b) violate any applicable law, statute, rule, regulation, order, judgment, injunction, or decree of any court, governmental authority, or regulatory body binding on the Subscriber or any of its properties or assets; or (c) conflict with, result in a breach of, constitute (with or without notice or lapse of time, or both) a default under, give rise to a right of termination, cancellation, or acceleration of any obligation under, or result in the creation of any lien, charge, or encumbrance upon any of the properties or assets of the Subscriber pursuant to, any material agreement, contract, indenture, instrument, note, mortgage, lease, permit, license, or other arrangement to which the Subscriber is a party or by which the Subscriber or any of its properties or assets may be bound or affected.

Section 2.4 — Accredited Investor Status

The Subscriber represents and warrants that it is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"). Specifically, the Subscriber qualifies as an accredited investor on the basis that it is an entity, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of Five Million Dollars ($5,000,000). As of the date hereof, the Subscriber manages assets of approximately One Billion Eight Hundred Million Dollars ($1,800,000,000) on behalf of its clients and principals. The Subscriber acknowledges and understands that the Interest has not been registered under the Securities Act or the securities laws of any state of the United States or any other jurisdiction and is being offered and sold in reliance upon exemptions from the registration requirements of the Securities Act and such state securities laws, including the exemption provided by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. The Subscriber further acknowledges that the General Partner is relying upon the truth and accuracy of the representations made by the Subscriber in this Section 2.4 in determining the availability of such exemptions and the eligibility of the Subscriber to acquire the Interest.

Section 2.5 — Sophisticated Investor; Investment Experience

The Subscriber, either alone or together with its professional advisors, has such knowledge, sophistication, and experience in financial, tax, and business matters, and particularly in the area of private equity and co-investment transactions, as to be capable of evaluating the merits and risks of an investment in the Partnership and of making an informed decision with respect thereto. The Subscriber is able to bear the economic risk of an investment in the Partnership for an indefinite period of time, including the risk of a total loss of such investment, and has adequate means of providing for its current needs and contingencies without reliance on distributions or returns from the Partnership. The Subscriber has been afforded the opportunity to ask questions of, and receive answers from, duly authorized representatives of the General Partner and Ridgeline Equity Management LLC concerning the terms and conditions of this offering, the business, operations, and financial condition of the Partnership and Clarion, and all other matters the Subscriber has deemed relevant to its investment decision. The Subscriber has received and reviewed all information and materials that it has requested and has deemed necessary or appropriate in connection with its evaluation of the investment in the Partnership.

Section 2.6 — Investment Intent; Restricted Securities

The Subscriber is acquiring the Interest for its own account, for investment purposes only, and not with a view to, or for offer or sale in connection with, any distribution, resale, or other disposition thereof, in whole or in part, in violation of the Securities Act or any applicable state securities laws. The Subscriber acknowledges that the Interest constitutes "restricted securities" within the meaning of Rule 144 promulgated under the Securities Act and that the Interest may not be transferred, sold, assigned, pledged, hypothecated, or otherwise disposed of except (a) in compliance with the transfer restrictions set forth in the Partnership Agreement, including the requirement of prior written consent of the General Partner and any applicable rights of first refusal, and (b) in compliance with an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws or pursuant to an effective registration statement under the Securities Act. The Subscriber understands that the Partnership is under no obligation to register the Interest under the Securities Act or any state securities laws or to assist the Subscriber in complying with any exemption from such registration.

Section 2.7 — No ERISA Plan Assets

The Subscriber represents and warrants that:

(a) It is not, and is not acting on behalf of, an "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA");

(b) It is not, and is not acting on behalf of, a "plan" as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the "Code");

(c) It is not an entity whose underlying assets include "plan assets" within the meaning of the Plan Asset Regulations, 29 C.F.R. § 2510.3-101, as modified by Section 3(42) of ERISA, by reason of investment by benefit plan investors in such entity; and

(d) The Subscriber's investment in the Partnership will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code.

The Subscriber acknowledges that the General Partner is relying upon the truth and accuracy of the foregoing representations and warranties in determining whether the assets of the Partnership constitute "plan assets" under ERISA and in determining the applicability of ERISA and Section 4975 of the Code to the Partnership.

Section 2.8 — Tax Status

The Subscriber represents and warrants as follows with respect to its tax status:

(a) The Subscriber's United States federal taxpayer identification number (Employer Identification Number) is 84-3291047.

(b) The Subscriber is a "United States person" within the meaning of Section 7701(a)(30) of the Code for federal income tax purposes.

(c) The Subscriber is not subject to backup withholding under Section 3406 of the Code. The Subscriber has not been notified by the Internal Revenue Service that it is subject to backup withholding as a result of a failure to report all interest or dividends, and the Subscriber has not otherwise failed to comply with the applicable requirements for exemption from backup withholding.

(d) The Subscriber will deliver, or cause to be delivered, a properly completed and duly executed Internal Revenue Service Form W-9 (or any applicable successor form) to the General Partner prior to or at the Closing.

(e) The Subscriber's classification for United States federal income tax purposes is as a limited liability company treated as a partnership (or, alternatively, a disregarded entity), as shall be confirmed by Whitfield Greer & Associates LLP, the Subscriber's tax advisor, prior to Closing. The Subscriber shall promptly notify the General Partner in writing of its confirmed tax classification and of any change in such classification.

Section 2.9 — Anti-Money Laundering Representations

The Subscriber represents and warrants as follows:

(a) No part of the funds used or to be used to acquire the Interest constitutes or will constitute the proceeds of any criminal activity, illegal enterprise, or unlawful source of income, and the Subscriber has not engaged in, and will not engage in, any transaction designed to evade or circumvent any applicable anti-money laundering law or regulation.

(b) Neither the Subscriber nor any of its direct or indirect owners, controlling persons, affiliates, officers, directors, managers, members, partners, or employees is a person or entity identified on, or is fifty percent (50%) or more owned or controlled (directly or indirectly) by any person or entity identified on, any list maintained by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), including, without limitation, the Specially Designated Nationals and blocked Persons List (the "SDN List"), the Sectoral Sanctions Identifications List, or any other sanctions list administered by OFAC, the U.S. Department of State, or any other governmental authority.

(c) The Subscriber is not a "foreign shell bank" within the meaning of the USA PATRIOT Act (Title III of Pub. L. 107-56) and the regulations promulgated thereunder, and the Subscriber does not provide banking services, directly or indirectly, to any foreign shell bank.

(d) The Subscriber is in compliance with, and has adopted and maintained policies and procedures designed to ensure compliance with, all applicable anti-money laundering laws and regulations, including, without limitation, the Currency and Foreign Transactions Reporting Act of 1970, as amended (the "Bank Secrecy Act"), the USA PATRIOT Act, and the rules and regulations administered by OFAC.

(e) The Subscriber will promptly notify the General Partner in writing if any of the foregoing representations and warranties ceases to be true, accurate, and complete in any respect.

Section 2.10 — FATCA and CRS Representations

The Subscriber represents and warrants that it is not a "foreign financial institution" or a "non-financial foreign entity" (each as defined in Sections 1471 through 1474 of the Code and the Treasury Regulations promulgated thereunder, collectively, "FATCA") that is subject to withholding under FATCA. The Subscriber agrees to provide any additional documentation, certifications, information, or forms reasonably requested by the General Partner for purposes of FATCA compliance or compliance with the Common Reporting Standard ("CRS") adopted by the Organisation for Economic Co-operation and Development, including any intergovernmental agreements entered into by the United States in connection therewith, and the Subscriber consents to the disclosure of such information to the relevant taxing authorities as required by applicable law.

Section 2.11 — Beneficial Ownership

The beneficial owner of the Subscriber is Marco A. Pellegrino, Founder and Managing Member of Pellegrino Capital Group LLC. The Subscriber will provide, or has provided, a completed Beneficial Ownership Certification in compliance with applicable Customer Due Diligence ("CDD") requirements promulgated by the Financial Crimes Enforcement Network ("FinCEN") of the U.S. Department of the Treasury, including the requirements of 31 C.F.R. § 1010.230. The Subscriber agrees to promptly update such Beneficial Ownership Certification in the event of any change in the information previously provided.

Section 2.12 — No Governmental or Regulatory Approvals Required

No consent, approval, order, or authorization of, or registration, qualification, designation, declaration, or filing with, any federal, state, local, or foreign governmental authority, regulatory body, or self-regulatory organization is required on the part of the Subscriber in connection with the execution, delivery, and performance of this Agreement, the Partnership Agreement, or any Side Letter, or the consummation of the transactions contemplated hereby and thereby, except for such consents, approvals, orders, authorizations, registrations, qualifications, designations, declarations, or filings as have been duly obtained or made prior to the date hereof and remain in full force and effect.

Section 2.13 — No General Solicitation

The Subscriber's Interest was not offered to the Subscriber by any form of "general solicitation" or "general advertising" within the meaning of Rule 502(c) of Regulation D promulgated under the Securities Act, including, without limitation, any advertisement, article, notice, or other communication published in any newspaper, magazine, or similar media or broadcast over television, radio, or the Internet, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.

Section 2.14 — Reliance on Own Advisors

The Subscriber has been advised to consult with, and has in fact consulted with, its own independent legal counsel, Calderwood & Harkness LLP, 200 South Biscayne Boulevard, Suite 4100, Miami, FL 33131 (Attention: Nicholas Stern), and its own independent tax and accounting advisors, Whitfield Greer & Associates LLP, 100 SE 2nd Street, Suite 2800, Miami, FL 33131 (Attention: Robert K. Anand, CPA), regarding the legal, regulatory, tax, financial, and economic consequences of an investment in the Partnership and the execution, delivery, and performance of this Agreement, the Partnership Agreement, and any Side Letter. The Subscriber acknowledges and agrees that it is not relying on the General Partner, the Partnership, Ridgeline Equity Management LLC, Fund IV, or any of their respective affiliates, officers, directors, managers, members, partners, employees, representatives, or agents for any legal, regulatory, tax, financial, or investment advice in connection with this investment, and that none of the foregoing persons has made any representation, warranty, or guarantee to the Subscriber regarding the tax or financial consequences of an investment in the Partnership or the anticipated economic returns or performance of the Partnership or the Clarion investment.

Section 2.15 — Continuing Representations

The Subscriber agrees that the representations and warranties contained in this Article II shall be deemed to be made and given on and as of the date hereof and on and as of the date of each capital contribution made by the Subscriber to the Partnership, and such representations and warranties shall survive the Closing and shall continue in full force and effect for so long as the Subscriber holds an Interest in the Partnership. The Subscriber covenants and agrees that it will promptly notify the General Partner in writing if any representation or warranty made by the Subscriber herein becomes inaccurate, untrue, or incomplete in any material respect, and the Subscriber shall take such corrective or remedial action as may be reasonably requested by the General Partner in connection therewith.

ARTICLE III — REPRESENTATIONS AND WARRANTIES OF THE GENERAL PARTNER

The General Partner hereby makes the following representations and warranties to the Subscriber as of the date hereof:

Section 3.1 — Organization and Good Standing

The General Partner, Ridgeline-Clarion Co-Invest GP LLC, is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Partnership, Ridgeline-Clarion Co-Invest, L.P., is a limited partnership duly formed and validly existing under the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. § 17-101, et seq., and its Certificate of Limited Partnership has been duly filed with the Secretary of State of the State of Delaware and remains in full force and effect.

Section 3.2 — Authorization

The General Partner has full limited liability company power and authority to execute and deliver this Agreement and to perform its obligations hereunder, including, without limitation, the authority to admit the Subscriber as a limited partner of the Partnership. The execution, delivery, and performance of this Agreement have been duly authorized by all necessary limited liability company action on the part of the General Partner, and no further action or proceeding on the part of the General Partner is necessary to authorize the execution, delivery, or performance of this Agreement. This Agreement has been duly executed and delivered by the General Partner and 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, and other similar laws affecting creditors' rights generally and to general principles of equity.

Section 3.3 — Partnership Agreement

The General Partner has provided the Subscriber with a true, correct, and complete copy of the Partnership Agreement, including all exhibits, annexes, and schedules thereto. As of the date hereof, the Partnership Agreement is in full force and effect and has not been amended, modified, supplemented, or waived, except as set forth therein. The General Partner shall promptly provide the Subscriber with copies of any amendments, modifications, or supplements to the Partnership Agreement that are adopted after the date hereof.

ARTICLE IV — POWER OF ATTORNEY

Section 4.1 — Appointment

The Subscriber hereby irrevocably constitutes and appoints the General Partner (Ridgeline-Clarion Co-Invest GP LLC) and any authorized officer, manager, or member thereof, with full power of substitution and resubstitution, as the Subscriber's true and lawful attorney-in-fact, to act in the Subscriber's name, place, and stead, with full power and authority to:

(a) Execute, acknowledge, deliver, swear to, file, and record in the appropriate public offices and registries any and all documents, instruments, certificates, and notices as may be necessary or appropriate to reflect the Subscriber's admission as a limited partner of the Partnership, including, without limitation, amendments to the Certificate of Limited Partnership of the Partnership;

(b) Execute, acknowledge, deliver, file, and record all amendments to the Partnership Agreement and the Certificate of Limited Partnership of the Partnership as may be necessary, appropriate, or convenient in furtherance of the purposes of the Partnership or as required by applicable law;

(c) Execute, acknowledge, deliver, and file any and all documents, certificates, and instruments required in connection with the dissolution, liquidation, termination, and winding up of the affairs of the Partnership, including, without limitation, a certificate of cancellation of the Certificate of Limited Partnership; and

(d) Make, execute, acknowledge, deliver, file, and record any and all documents, certificates, instruments, and filings required under the laws of any jurisdiction in which the Partnership conducts or proposes to conduct business, including, without limitation, any fictitious name certificates, qualifications to do business, and similar filings.

Section 4.2 — Nature of Appointment

The power of attorney granted by the Subscriber pursuant to this Article IV is coupled with an interest and shall be irrevocable. Such power of attorney shall survive and shall not be affected by the subsequent death, disability, incapacity, incompetency, dissolution, termination, bankruptcy, insolvency, or legal disability of the Subscriber and shall extend to the Subscriber's heirs, successors, assigns, and personal representatives. The power of attorney may be exercised by the General Partner on behalf of the Subscriber by listing the Subscriber on any document or instrument that is executed, acknowledged, delivered, filed, or recorded by the General Partner, with a single signature of the General Partner acting as attorney-in-fact for all limited partners who have granted similar powers of attorney, and each such document or instrument shall be as effective as if separately executed by the Subscriber.

ARTICLE V — ADDITIONAL COVENANTS AND AGREEMENTS

Section 5.1 — Further Assurances

The Subscriber agrees to execute and deliver such additional documents, instruments, conveyances, and assurances, and to take such further actions, as may be reasonably requested by the General Partner from time to time to carry out the provisions and purposes of this Agreement and the Partnership Agreement, to confirm the Subscriber's Interest in the Partnership, and to consummate and give effect to the transactions contemplated hereby and thereby. Without limiting the generality of the foregoing, the Subscriber agrees to promptly execute and deliver any documents or instruments reasonably requested by the General Partner in connection with any financing, refinancing, or recapitalization of the Partnership's investment or in connection with any audit, examination, or inquiry by any governmental authority or regulatory body.

Section 5.2 — Confidentiality

(a) The Subscriber acknowledges that in connection with its investment in the Partnership, it has received and may in the future receive confidential and proprietary information concerning the Partnership, the General Partner, Ridgeline Equity Management LLC, Fund IV, AcquisitionCo, Clarion, and the transactions contemplated hereby (collectively, "Confidential Information"). The Subscriber shall keep strictly confidential and shall not disclose to any third party any Confidential Information, including, without limitation, any information regarding the Partnership's portfolio, investment performance, strategy, operations, finances, limited partners, the terms of this Agreement, the Partnership Agreement, or any Side Letter, without the prior written consent of the General Partner.

(b) Notwithstanding the foregoing, the Subscriber may disclose Confidential Information:

(i) To the Subscriber's legal counsel (Calderwood & Harkness LLP), tax and accounting advisors (Whitfield Greer & Associates LLP), and other professional advisors and consultants who have a bona fide need to know such information in connection with the Subscriber's investment in the Partnership and who are bound by professional obligations of confidentiality or who have entered into written confidentiality agreements with the Subscriber containing terms no less restrictive than those set forth herein;

(ii) To the extent required by applicable law, regulation, rule, or legal process (including, without limitation, any subpoena, civil investigative demand, or similar compulsory process), provided that, to the extent legally permitted, the Subscriber provides the General Partner with prompt prior written notice of such required disclosure and cooperates with the General Partner in seeking a protective order or other appropriate remedy;

(iii) To any governmental or regulatory authority having jurisdiction over the Subscriber in connection with any regulatory examination, inquiry, or investigation, to the extent required by applicable law or regulation;

(iv) In connection with the Subscriber's internal compliance, audit, risk management, and reporting functions, provided that any personnel having access to such Confidential Information are informed of and agree to be bound by the confidentiality obligations set forth herein; and

(v) As otherwise expressly permitted under the Partnership Agreement.

(c) The obligations of confidentiality set forth in this Section 5.2 shall survive the termination of this Agreement and the dissolution of the Partnership for a period of three (3) years following such termination or dissolution.

Section 5.3 — Transfer Restrictions

The Subscriber acknowledges and agrees that it may not transfer, sell, assign, pledge, hypothecate, encumber, or otherwise dispose of all or any part of its Interest in the Partnership except in strict accordance with the transfer restrictions set forth in the Partnership Agreement, including, without limitation: (a) the requirement that the Subscriber obtain the prior written consent of the General Partner, which consent may be withheld in the General Partner's sole and absolute discretion; (b) the right of first refusal in favor of the General Partner and the other co-investors in the Partnership; (c) the requirement that any proposed transferee satisfy all applicable accredited investor, qualified purchaser, and other eligibility requirements; and (d) compliance with all applicable securities laws and the delivery of such legal opinions and other documentation as the General Partner may reasonably request. Any attempted transfer in violation of this Section 5.3 or the transfer restrictions set forth in the Partnership Agreement shall be null and void and of no force or effect.

Section 5.4 — Tax Reporting Cooperation

The Subscriber agrees to cooperate fully with the General Partner and the Partnership's tax advisors in providing such information, documentation, and certifications as may be reasonably necessary or appropriate for the preparation of the Partnership's federal, state, local, and foreign tax returns and information reports, and for the timely delivery of Internal Revenue Service Schedule K-1 (Form 1065) to the Subscriber. The General Partner shall use commercially reasonable efforts to deliver, or cause to be delivered, Schedule K-1s to the Subscriber on or before March 15 of each calendar year with respect to the immediately preceding tax year. The Subscriber acknowledges that the General Partner's ability to deliver Schedule K-1s by the target date is dependent, in part, on the timely receipt of information from AcquisitionCo, Clarion, and other portfolio entities, and that the General Partner shall not be liable for any delays in the delivery of Schedule K-1s that are attributable to circumstances beyond the General Partner's reasonable control.

Section 5.5 — Notification of Changes

The Subscriber shall promptly notify the General Partner in writing of any change in the Subscriber's legal name, principal office address, mailing address, telephone number, email address, taxpayer identification number, organizational structure, jurisdiction of organization or qualification, registered agent, beneficial ownership, authorized representatives, or any other information provided by the Subscriber herein or in the Investor Questionnaire or Beneficial Ownership Certification previously delivered to the General Partner. Such notification shall be provided not later than thirty (30) days following the effective date of any such change.

ARTICLE VI — INDEMNIFICATION

Section 6.1 — Subscriber Indemnification

The Subscriber agrees to indemnify, defend, and hold harmless the General Partner, the Partnership, Ridgeline Equity Management LLC, Fund IV, and their respective officers, directors, managers, members, partners, employees, agents, representatives, successors, assigns, and affiliates (each, an "Indemnified Party" and collectively, the "Indemnified Parties") from and against any and all losses, claims, damages, liabilities, judgments, settlements, penalties, fines, costs, and expenses (including, without limitation, reasonable attorneys' fees and expenses, costs of investigation, and costs of enforcement of indemnification rights) (collectively, "Losses") arising out of, resulting from, or in connection with (a) any breach of any representation, warranty, covenant, or agreement of the Subscriber contained in this Agreement or in any document or instrument delivered by the Subscriber in connection herewith, (b) any inaccuracy in any information provided by the Subscriber to the General Partner, the Partnership, or any Indemnified Party in connection with the Subscriber's investment in the Partnership, or (c) any failure of the Subscriber to perform its obligations under this Agreement or the Partnership Agreement. The indemnification obligations of the Subscriber under this Section 6.1 shall survive the termination of this Agreement, the withdrawal or removal of the Subscriber as a limited partner, and the dissolution and winding up of the Partnership.

ARTICLE VII — MISCELLANEOUS

Section 7.1 — Governing Law

This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (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.

Section 7.2 — Jurisdiction and Venue

Each Party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery declines jurisdiction, the Superior Court of the State of Delaware, or, if the Superior Court also declines jurisdiction, the United States District Court for the District of Delaware) for any action, suit, or proceeding arising out of or relating to this Agreement, and each Party irrevocably and unconditionally consents to the personal jurisdiction of such courts and agrees that service of process may be made upon such Party in the manner provided for notices hereunder. Each Party hereby irrevocably and unconditionally waives any objection that it may now or hereafter have to the laying of venue in any such court and any claim that any action, suit, or proceeding brought in any such court has been brought in an inconvenient forum (forum non conveniens) or that such court does not have jurisdiction over the Parties or the subject matter.

Section 7.3 — Waiver of Jury Trial

EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING, ACTION, SUIT, CLAIM, COUNTERCLAIM, OR CROSS-CLAIM ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, THE PARTNERSHIP AGREEMENT, OR ANY SIDE LETTER, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF ANY SUCH PROCEEDING, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER KNOWINGLY AND VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH IN THIS SECTION 7.3.

Section 7.4 — Entire Agreement

This Agreement, together with the Partnership Agreement and any Side Letter entered into between the General Partner and the Subscriber, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, proposals, representations, warranties, commitments, undertakings, and understandings, whether written or oral, between the Parties with respect to such subject matter. No Party shall be bound by, and each Party hereby specifically objects to, any term, condition, or other provision that is different from or in addition to the provisions of this Agreement (whether or not such provision would materially alter this Agreement) and that is contained in any purchase order, acknowledgment, invoice, or other communication of the other Party.

Section 7.5 — Amendments

This Agreement may not be amended, modified, supplemented, restated, or waived except by a written instrument duly executed by the Subscriber and the General Partner. No waiver by either Party of any breach or default of the other Party under this Agreement shall be deemed a waiver of any subsequent breach or default, and no waiver shall be effective unless made in writing and signed by the waiving Party. The failure of either Party to enforce any provision of this Agreement at any time shall not be construed as a waiver of such provision or the right of such Party thereafter to enforce each and every provision of this Agreement.

Section 7.6 — Severability

If any provision of this Agreement, or the application of any such provision to any person or circumstance, is held by a court of competent jurisdiction or arbitral tribunal to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect the validity, legality, or enforceability of any other provision of this Agreement, and all other provisions of this Agreement shall remain in full force and effect. In the event that any provision is so held to be invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to replace such provision with a valid, legal, and enforceable provision that, to the greatest extent possible, achieves the original intent and economic effect of the invalid, illegal, or unenforceable provision.

Section 7.7 — Notices

All notices, requests, demands, consents, instructions, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given: (a) when delivered personally or by hand; (b) one (1) business day after being sent by nationally recognized overnight courier service (with proof of delivery); or (c) when sent by electronic mail (with confirmation of receipt by the recipient, which may be by return email or other written acknowledgment), in each case addressed to the applicable Party at the address set forth below (or at such other address as such Party may designate from time to time by written notice in accordance with this Section 7.7):

If to the Subscriber:

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

Attention: Adriana Voss, VP & General Counsel

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

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

Attention: Nicholas Stern

If to the General Partner:

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

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

Section 7.8 — Successors and Assigns

This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, executors, administrators, legal representatives, permitted successors, and permitted assigns. The Subscriber may not assign, delegate, or transfer this Agreement or any of its rights, interests, or obligations hereunder to any person without the prior written consent of the General Partner, which consent may be withheld in the General Partner's sole and absolute discretion. Any attempted assignment in violation of this Section 7.8 shall be null and void and of no force or effect.

Section 7.9 — Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution and delivery of this Agreement by exchange of facsimile copies, portable document format (.pdf) copies, or copies bearing electronic signatures (including through any electronic signature platform such as DocuSign or Ashford Health IT) shall be deemed execution and delivery of the original Agreement and shall be valid and binding on the Parties to the same extent as if original signatures had been delivered in person.

Section 7.10 — No Third-Party Beneficiaries

Except as expressly set forth in Article VI (with respect to the Indemnified Parties), nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity other than the Parties hereto and their respective permitted successors and assigns any rights, benefits, remedies, obligations, or liabilities of any nature whatsoever under or by reason of this Agreement.

Section 7.11 — Headings

The article and section headings contained in this Agreement are included for convenience of reference only and shall not affect in any way the meaning, interpretation, or construction of any provision of this Agreement.

[Remainder of this page intentionally left blank. Signature pages follow.]

SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT

RIDGELINE-CLARION CO-INVEST, L.P.

IN WITNESS WHEREOF, the Subscriber has executed this Subscription Agreement as of the date first written above.

SUBSCRIBER:

PELLEGRINO CAPITAL GROUP LLC

By: ________

Name: Marco A. Pellegrino

Title: Founder & Managing Member

Date: January 30, 2026

ACCEPTANCE BY THE GENERAL PARTNER

The General Partner hereby accepts the foregoing subscription and admits the Subscriber as a Limited Partner of Ridgeline-Clarion Co-Invest, L.P., with a Capital Commitment of Twenty-Five Million Dollars ($25,000,000), effective as of the date hereof.

GENERAL PARTNER:

RIDGELINE-CLARION CO-INVEST GP LLC

By: ________

Name: Connor M. Rafferty

Title: Authorized Signatory

Date: January 30, 2026

SCHEDULE A

SUBSCRIBER INFORMATION

SCHEDULE B

PARTNERSHIP SUMMARY TERMS

(For Reference Purposes Only — Subject in All Respects to the Terms of the Partnership Agreement)

This Schedule B is provided for the convenience and reference of the Subscriber only and is qualified in its entirety by the terms and conditions of the Partnership Agreement. In the event of any conflict or inconsistency between this Schedule B and the Partnership Agreement, the Partnership Agreement shall control in all respects.

Item	Detail
Full Legal Name	Pellegrino Capital Group LLC
Type of Entity	Limited Liability Company
Jurisdiction of Formation	State of Delaware
Foreign Qualification	State of Florida
Employer Identification Number (EIN)	84-3291047
Registered Agent (Delaware)	Capitol Registered Agents, Inc., 850 New Burton Road, Suite 201, Dover, DE 19904
Principal Office Address	1440 Brickell Avenue, Suite 3200, Miami, FL 33131
Authorized Representative / Managing Member	Marco A. Pellegrino, Founder & Managing Member
Chief Financial Officer	Daniella R. Pellegrino
General Counsel	Adriana Voss, VP & General Counsel
Capital Commitment	$25,000,000
Percentage of Aggregate Capital Commitments	33.33% (of $75,000,000)
Indirect Percentage of AcquisitionCo Equity	10.0% (of $250,000,000 total equity)
Legal Counsel	Calderwood & Harkness LLP (Attention: Nicholas Stern), 200 South Biscayne Boulevard, Suite 4100, Miami, FL 33131
Tax Counsel / Tax Advisor	Whitfield Greer & Associates LLP (Attention: Robert K. Anand, CPA), 100 SE 2nd Street, Suite 2800, Miami, FL 33131
K-1 Delivery Address	1440 Brickell Avenue, Suite 3200, Miami, FL 33131, Attention: Daniella R. Pellegrino, CFO
Wire Transfer Instructions	To be provided separately in accordance with the Funds Flow Memorandum; funds to be initially wired to Continental Fiduciary Services, Inc., 111 Wall Street, Suite 600, New York, NY 10005, as escrow agent
Beneficial Owner	Marco A. Pellegrino, Founder & Managing Member
Term	Summary
Partnership Name	Ridgeline-Clarion Co-Invest, L.P.
Partnership EIN	93-4817265
General Partner	Ridgeline-Clarion Co-Invest GP LLC (EIN: 93-4817302)
Sponsor / Manager	Ridgeline Equity Management LLC, 399 Park Avenue, 28th Floor, New York, NY 10022
Aggregate Capital Commitments	$75,000,000

Co-Investment Partner	Ridgeline Equity Partners Fund IV, L.P. (Fund IV) — $175,000,000 equity commitment
Combined Equity Investment	$250,000,000
Target Company	Clarion Hospitality Holdings, Inc. ("Clarion"), a Delaware corporation
Acquisition Vehicle	Clarion Holdings Acquisition Corp. ("AcquisitionCo"), a Delaware corporation
Enterprise Value	$555,000,000
Equity Contribution	$250,000,000 (Fund IV: $175,000,000; Co-Invest Vehicle: $75,000,000)
Net Debt	$305,000,000 — Term Loan B facility from Pinnacle National Bank, N.A.
Carried Interest	10% of net profits above an 8% preferred return (compounded quarterly)
Management Fee	0% (no management fee)
Organizational Expenses Cap	$150,000 (allocated pro rata among co-investors based on respective Capital Commitments)
Term	10 years from the date of the initial closing, subject to two (2) one-year extension periods at the sole discretion of the General Partner
Key Persons	Julian T. Whitmore and Connor M. Rafferty
Limited Partner Advisory Committee (LPAC)	3-member advisory committee, composed of representatives of the limited partners, with consultative (non-binding) authority on specified matters as set forth in the Partnership Agreement
Governing Law	State of Delaware
Tax Classification	Partnership for U.S. federal income tax purposes

SUBSCRIPTION AGREEMENT
Ridgeline-Clarion Co-Invest, L.P.
a Delaware Limited Partnership
Subscriber: Pellegrino Capital Group LLC
Capital Commitment: $25,000,000
Date: January 30, 2026
CONFIDENTIAL — THIS SUBSCRIPTION AGREEMENT AND THE INFORMATION CONTAINED HEREIN ARE CONFIDENTIAL AND ARE PROVIDED TO THE SUBSCRIBER SOLELY FOR USE IN CONNECTION WITH THE SUBSCRIBER'S INVESTMENT IN RIDGELINE-CLARION CO-INVEST, L.P. THIS AGREEMENT MAY NOT BE REPRODUCED, DISTRIBUTED, OR DISCLOSED TO ANY OTHER PERSON WITHOUT THE PRIOR WRITTEN CONSENT OF THE GENERAL PARTNER.
SUBSCRIPTION AGREEMENT
This Subscription Agreement (this "Agreement") is entered into as of January 30, 2026, by and between:
Ridgeline-Clarion Co-Invest GP LLC, a Delaware limited liability company (EIN: 93-4817302), in its capacity as the general partner (the "General Partner" or "GP") of Ridgeline-Clarion Co-Invest, L.P., a Delaware limited partnership (EIN: 93-4817265) (the "Partnership" or the "Co-Invest Vehicle"). The General Partner is wholly owned by Ridgeline Equity Management LLC, a Delaware limited liability company, with its principal headquarters located 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 "Subscriber") (EIN: 84-3291047), with its principal office at 1440 Brickell Avenue, Suite 3200, Miami, FL 33131.
The General Partner and the Subscriber are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, the Partnership has been formed as a Delaware limited partnership pursuant to the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. § 17-101, et seq., for the purpose of co-investing alongside Ridgeline Equity Partners Fund IV, L.P. ("Fund IV"), a Delaware limited partnership, in the equity of Clarion Holdings Acquisition Corp. ("AcquisitionCo"), a Delaware corporation, formed to acquire one hundred percent (100%) of the equity interests of Clarion Hospitality Holdings, Inc. ("Clarion" or the "Target"), a Delaware corporation;
WHEREAS, the Partnership is governed by that certain Amended and Restated Limited Partnership Agreement of Ridgeline-Clarion Co-Invest, L.P., dated as of January 30, 2026 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Partnership Agreement" or "LPA");
WHEREAS, the Partnership is seeking aggregate capital commitments of Seventy-Five Million Dollars ($75,000,000) from limited partners to co-invest alongside Fund IV's equity commitment of One Hundred Seventy-Five Million Dollars ($175,000,000), for a combined equity investment of Two Hundred Fifty Million Dollars ($250,000,000) in AcquisitionCo;
WHEREAS, the Subscriber desires to subscribe for a limited partnership interest in the Partnership with a capital commitment of Twenty-Five Million Dollars ($25,000,000), representing approximately thirty-three and one-third percent (33.33%) of the Partnership's aggregate capital commitments;
WHEREAS, the General Partner is willing to accept the Subscriber's subscription on the terms and conditions set forth herein and in the Partnership Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the representations and warranties of the Parties, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE I — SUBSCRIPTION; CAPITAL COMMITMENT
Section 1.1 — Subscription for Limited Partnership Interest
The Subscriber hereby irrevocably subscribes for a limited partnership interest (an "Interest") in the Partnership, subject to the terms and conditions of this Agreement and the Partnership Agreement. The Subscriber's capital commitment to the Partnership shall be Twenty-Five Million Dollars ($25,000,000) (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). Based on the Partnership's pro rata participation in AcquisitionCo alongside Fund IV, the Subscriber's indirect ownership of AcquisitionCo shall be equal to approximately ten percent (10.0%) of total equity (calculated as 33.33% of the Partnership's 30% share of the $250,000,000 combined equity investment). The Subscriber's subscription for the Interest is subject to acceptance by the General Partner in accordance with Section 1.2 hereof.
Section 1.2 — Acceptance of Subscription
The General Partner may accept or reject the Subscriber's subscription, in whole or in part, in its sole and absolute discretion, without obligation to provide any reason therefor. The Subscriber's subscription shall be deemed accepted upon execution and delivery of this Agreement by the General Partner and the admission of the Subscriber as a limited partner of the Partnership in accordance with the terms of the Partnership Agreement. The General Partner shall provide written confirmation of acceptance to the Subscriber promptly following such execution and admission.
Section 1.3 — Partnership Agreement
The Subscriber hereby acknowledges that it has received, reviewed, and understands the Partnership Agreement, including all exhibits, annexes, and schedules attached thereto. The Subscriber further acknowledges that it has had the opportunity to review the Partnership Agreement with its legal counsel, Calderwood & Harkness LLP, and its tax and accounting advisors, Whitfield Greer & Associates LLP. Upon acceptance of this subscription by the General Partner and admission of the Subscriber as a limited partner, the Subscriber shall be bound by all of the terms, covenants, conditions, and obligations of the Partnership Agreement as if the Subscriber were an original signatory thereto and an original party to the Partnership Agreement. In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of the Partnership Agreement, the Partnership Agreement shall control and prevail in all respects; provided, however, that to the extent any side letter agreement entered into between the General Partner and the Subscriber (a "Side Letter") expressly modifies or supplements any provision of the Partnership Agreement or this Agreement with respect to the Subscriber, the terms of such Side Letter shall control as between the General Partner and the Subscriber to the extent of such express modification or supplement.
Section 1.4 — Capital Contributions
(a) The Subscriber agrees to fund one hundred percent (100%) of its Capital Commitment, in an amount equal to Twenty-Five Million Dollars ($25,000,000), at the closing of the Partnership's investment in AcquisitionCo (the "Closing"), which is currently expected to occur on January 30, 2026, or such other date as may be determined by the General Partner.
(b) Capital calls shall be made in accordance with the terms and procedures set forth in the Partnership Agreement. The General Partner shall provide the Subscriber with not less than ten (10) business days' prior written notice of each capital call (a "Capital Call Notice"), which notice shall specify the aggregate amount of the capital call, the Subscriber's pro rata share thereof, the purpose for which such capital contribution is being called, and the date on which funding is required (the "Funding Date").
(c) Notwithstanding the foregoing, the initial capital call at the Closing shall require the Subscriber to fund its full Capital Commitment of Twenty-Five Million Dollars ($25,000,000) on the Funding Date specified in the Capital Call Notice delivered in connection with the Closing.
(d) All capital contributions shall be made by wire transfer of immediately available funds in United States dollars in accordance with the wire transfer instructions set forth in the Funds Flow Memorandum to be delivered by the General Partner to the Subscriber prior to the applicable Funding Date. Unless otherwise instructed by the General Partner, all funds shall be wired to the account of Continental Fiduciary Services, Inc., an escrow agent with offices at 111 Wall Street, Suite 600, New York, NY 10005, for subsequent release to the Partnership upon satisfaction of all conditions to Closing as set forth in the definitive acquisition agreements relating to the acquisition of Clarion.
(e) The Subscriber acknowledges that the General Partner may call additional amounts for Partnership expenses, organizational expenses (subject to the $150,000 cap set forth in the Partnership Agreement), and other amounts as permitted under the Partnership Agreement, and the Subscriber agrees to fund its pro rata share of any such additional capital calls in accordance with the terms of the Partnership Agreement.
Section 1.5 — Default
(a) If the Subscriber fails to fund any capital call, in whole or in part, within the time period specified in the applicable Capital Call Notice (after giving effect to any cure period set forth in the Partnership Agreement), the Subscriber shall be deemed a "Defaulting Limited Partner" under the Partnership Agreement and shall be subject to the default remedies set forth therein.
(b) Without limiting the generality of the foregoing, the default remedies available to the General Partner under the Partnership Agreement include, but are not limited to: (i) the forfeiture by the Defaulting Limited Partner of fifty percent (50%) of the Defaulting Limited Partner's Interest in the Partnership, with such forfeited Interest to be reallocated among the non-defaulting limited partners pro rata in accordance with their respective Capital Commitments or as otherwise determined by the General Partner; and (ii) the subordination of the remaining fifty percent (50%) of the Defaulting Limited Partner's Interest in priority of distributions to the Interests of all non-defaulting limited partners, such that the Defaulting Limited Partner shall not receive any distribution from the Partnership until all non-defaulting limited partners have received distributions in an aggregate amount equal to their respective Capital Contributions plus a preferred return of eight percent (8%) per annum, compounded quarterly.
(c) In addition to the remedies set forth above and in the Partnership Agreement, the General Partner may pursue any and all other remedies available at law or in equity, including, without limitation, the right to recover interest on unpaid amounts at the lesser of (i) eighteen percent (18%) per annum or (ii) the maximum rate permitted by applicable law, calculated from the applicable Funding Date through the date of actual payment, together with all costs and expenses (including reasonable attorneys' fees) incurred by the Partnership or the General Partner in connection with enforcing the Subscriber's funding obligations.
ARTICLE II — REPRESENTATIONS AND WARRANTIES OF THE SUBSCRIBER
The Subscriber hereby makes the following representations and warranties to the General Partner and the Partnership as of the date hereof and as of the date of each capital contribution made by the Subscriber to the Partnership:
Section 2.1 — Organization and Good Standing
The Subscriber is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Subscriber is duly qualified and in good standing as a foreign limited liability company in the State of Florida and in each other jurisdiction in which the nature of its business or the ownership or leasing of its properties requires such qualification, except where the failure to be so qualified would not reasonably be expected to have a material adverse effect on the Subscriber's ability to perform its obligations under this Agreement. The Subscriber's registered agent in the State of Delaware is Capitol Registered Agents, Inc., 850 New Burton Road, Suite 201, Dover, DE 19904. The Subscriber has all requisite limited liability company power and authority to own, lease, and operate its properties and assets and to carry on its business as presently conducted.
Section 2.2 — Authorization; Binding Obligation
The Subscriber has full limited liability company power and authority to execute, deliver, and perform its obligations under this Agreement, the Partnership Agreement, and any Side Letter entered into in connection herewith. The execution, delivery, and performance of this Agreement and all related documents and instruments have been duly authorized by all necessary limited liability company action on the part of the Subscriber, including any requisite approvals of the Subscriber's managing member, members, managers, or other governing persons or bodies, and no further corporate, limited liability company, or other action or proceeding on the part of the Subscriber is necessary to authorize the execution, delivery, or performance of this Agreement. This Agreement constitutes the legal, valid, and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms, subject to (a) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and other similar laws of general applicability relating to or affecting creditors' rights generally, and (b) general principles of equity, whether considered in a proceeding in equity or at law (including concepts of materiality, reasonableness, good faith, and fair dealing).
Section 2.3 — No Conflicts
The execution, delivery, and performance of this Agreement and the Partnership Agreement by the Subscriber do not and will not: (a) violate, conflict with, or result in a breach of any provision of the Subscriber's certificate of formation, operating agreement, or other organizational or governing documents; (b) violate any applicable law, statute, rule, regulation, order, judgment, injunction, or decree of any court, governmental authority, or regulatory body binding on the Subscriber or any of its properties or assets; or (c) conflict with, result in a breach of, constitute (with or without notice or lapse of time, or both) a default under, give rise to a right of termination, cancellation, or acceleration of any obligation under, or result in the creation of any lien, charge, or encumbrance upon any of the properties or assets of the Subscriber pursuant to, any material agreement, contract, indenture, instrument, note, mortgage, lease, permit, license, or other arrangement to which the Subscriber is a party or by which the Subscriber or any of its properties or assets may be bound or affected.
Section 2.4 — Accredited Investor Status
The Subscriber represents and warrants that it is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"). Specifically, the Subscriber qualifies as an accredited investor on the basis that it is an entity, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of Five Million Dollars ($5,000,000). As of the date hereof, the Subscriber manages assets of approximately One Billion Eight Hundred Million Dollars ($1,800,000,000) on behalf of its clients and principals. The Subscriber acknowledges and understands that the Interest has not been registered under the Securities Act or the securities laws of any state of the United States or any other jurisdiction and is being offered and sold in reliance upon exemptions from the registration requirements of the Securities Act and such state securities laws, including the exemption provided by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. The Subscriber further acknowledges that the General Partner is relying upon the truth and accuracy of the representations made by the Subscriber in this Section 2.4 in determining the availability of such exemptions and the eligibility of the Subscriber to acquire the Interest.
Section 2.5 — Sophisticated Investor; Investment Experience
The Subscriber, either alone or together with its professional advisors, has such knowledge, sophistication, and experience in financial, tax, and business matters, and particularly in the area of private equity and co-investment transactions, as to be capable of evaluating the merits and risks of an investment in the Partnership and of making an informed decision with respect thereto. The Subscriber is able to bear the economic risk of an investment in the Partnership for an indefinite period of time, including the risk of a total loss of such investment, and has adequate means of providing for its current needs and contingencies without reliance on distributions or returns from the Partnership. The Subscriber has been afforded the opportunity to ask questions of, and receive answers from, duly authorized representatives of the General Partner and Ridgeline Equity Management LLC concerning the terms and conditions of this offering, the business, operations, and financial condition of the Partnership and Clarion, and all other matters the Subscriber has deemed relevant to its investment decision. The Subscriber has received and reviewed all information and materials that it has requested and has deemed necessary or appropriate in connection with its evaluation of the investment in the Partnership.
Section 2.6 — Investment Intent; Restricted Securities
The Subscriber is acquiring the Interest for its own account, for investment purposes only, and not with a view to, or for offer or sale in connection with, any distribution, resale, or other disposition thereof, in whole or in part, in violation of the Securities Act or any applicable state securities laws. The Subscriber acknowledges that the Interest constitutes "restricted securities" within the meaning of Rule 144 promulgated under the Securities Act and that the Interest may not be transferred, sold, assigned, pledged, hypothecated, or otherwise disposed of except (a) in compliance with the transfer restrictions set forth in the Partnership Agreement, including the requirement of prior written consent of the General Partner and any applicable rights of first refusal, and (b) in compliance with an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws or pursuant to an effective registration statement under the Securities Act. The Subscriber understands that the Partnership is under no obligation to register the Interest under the Securities Act or any state securities laws or to assist the Subscriber in complying with any exemption from such registration.
Section 2.7 — No ERISA Plan Assets
The Subscriber represents and warrants that:
(a) It is not, and is not acting on behalf of, an "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA");
(b) It is not, and is not acting on behalf of, a "plan" as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the "Code");
(c) It is not an entity whose underlying assets include "plan assets" within the meaning of the Plan Asset Regulations, 29 C.F.R. § 2510.3-101, as modified by Section 3(42) of ERISA, by reason of investment by benefit plan investors in such entity; and
(d) The Subscriber's investment in the Partnership will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code.
The Subscriber acknowledges that the General Partner is relying upon the truth and accuracy of the foregoing representations and warranties in determining whether the assets of the Partnership constitute "plan assets" under ERISA and in determining the applicability of ERISA and Section 4975 of the Code to the Partnership.
Section 2.8 — Tax Status
The Subscriber represents and warrants as follows with respect to its tax status:
(a) The Subscriber's United States federal taxpayer identification number (Employer Identification Number) is 84-3291047.
(b) The Subscriber is a "United States person" within the meaning of Section 7701(a)(30) of the Code for federal income tax purposes.
(c) The Subscriber is not subject to backup withholding under Section 3406 of the Code. The Subscriber has not been notified by the Internal Revenue Service that it is subject to backup withholding as a result of a failure to report all interest or dividends, and the Subscriber has not otherwise failed to comply with the applicable requirements for exemption from backup withholding.
(d) The Subscriber will deliver, or cause to be delivered, a properly completed and duly executed Internal Revenue Service Form W-9 (or any applicable successor form) to the General Partner prior to or at the Closing.
(e) The Subscriber's classification for United States federal income tax purposes is as a limited liability company treated as a partnership (or, alternatively, a disregarded entity), as shall be confirmed by Whitfield Greer & Associates LLP, the Subscriber's tax advisor, prior to Closing. The Subscriber shall promptly notify the General Partner in writing of its confirmed tax classification and of any change in such classification.
Section 2.9 — Anti-Money Laundering Representations
The Subscriber represents and warrants as follows:
(a) No part of the funds used or to be used to acquire the Interest constitutes or will constitute the proceeds of any criminal activity, illegal enterprise, or unlawful source of income, and the Subscriber has not engaged in, and will not engage in, any transaction designed to evade or circumvent any applicable anti-money laundering law or regulation.
(b) Neither the Subscriber nor any of its direct or indirect owners, controlling persons, affiliates, officers, directors, managers, members, partners, or employees is a person or entity identified on, or is fifty percent (50%) or more owned or controlled (directly or indirectly) by any person or entity identified on, any list maintained by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), including, without limitation, the Specially Designated Nationals and blocked Persons List (the "SDN List"), the Sectoral Sanctions Identifications List, or any other sanctions list administered by OFAC, the U.S. Department of State, or any other governmental authority.
(c) The Subscriber is not a "foreign shell bank" within the meaning of the USA PATRIOT Act (Title III of Pub. L. 107-56) and the regulations promulgated thereunder, and the Subscriber does not provide banking services, directly or indirectly, to any foreign shell bank.
(d) The Subscriber is in compliance with, and has adopted and maintained policies and procedures designed to ensure compliance with, all applicable anti-money laundering laws and regulations, including, without limitation, the Currency and Foreign Transactions Reporting Act of 1970, as amended (the "Bank Secrecy Act"), the USA PATRIOT Act, and the rules and regulations administered by OFAC.
(e) The Subscriber will promptly notify the General Partner in writing if any of the foregoing representations and warranties ceases to be true, accurate, and complete in any respect.
Section 2.10 — FATCA and CRS Representations
The Subscriber represents and warrants that it is not a "foreign financial institution" or a "non-financial foreign entity" (each as defined in Sections 1471 through 1474 of the Code and the Treasury Regulations promulgated thereunder, collectively, "FATCA") that is subject to withholding under FATCA. The Subscriber agrees to provide any additional documentation, certifications, information, or forms reasonably requested by the General Partner for purposes of FATCA compliance or compliance with the Common Reporting Standard ("CRS") adopted by the Organisation for Economic Co-operation and Development, including any intergovernmental agreements entered into by the United States in connection therewith, and the Subscriber consents to the disclosure of such information to the relevant taxing authorities as required by applicable law.
Section 2.11 — Beneficial Ownership
The beneficial owner of the Subscriber is Marco A. Pellegrino, Founder and Managing Member of Pellegrino Capital Group LLC. The Subscriber will provide, or has provided, a completed Beneficial Ownership Certification in compliance with applicable Customer Due Diligence ("CDD") requirements promulgated by the Financial Crimes Enforcement Network ("FinCEN") of the U.S. Department of the Treasury, including the requirements of 31 C.F.R. § 1010.230. The Subscriber agrees to promptly update such Beneficial Ownership Certification in the event of any change in the information previously provided.
Section 2.12 — No Governmental or Regulatory Approvals Required
No consent, approval, order, or authorization of, or registration, qualification, designation, declaration, or filing with, any federal, state, local, or foreign governmental authority, regulatory body, or self-regulatory organization is required on the part of the Subscriber in connection with the execution, delivery, and performance of this Agreement, the Partnership Agreement, or any Side Letter, or the consummation of the transactions contemplated hereby and thereby, except for such consents, approvals, orders, authorizations, registrations, qualifications, designations, declarations, or filings as have been duly obtained or made prior to the date hereof and remain in full force and effect.
Section 2.13 — No General Solicitation
The Subscriber's Interest was not offered to the Subscriber by any form of "general solicitation" or "general advertising" within the meaning of Rule 502(c) of Regulation D promulgated under the Securities Act, including, without limitation, any advertisement, article, notice, or other communication published in any newspaper, magazine, or similar media or broadcast over television, radio, or the Internet, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
Section 2.14 — Reliance on Own Advisors
The Subscriber has been advised to consult with, and has in fact consulted with, its own independent legal counsel, Calderwood & Harkness LLP, 200 South Biscayne Boulevard, Suite 4100, Miami, FL 33131 (Attention: Nicholas Stern), and its own independent tax and accounting advisors, Whitfield Greer & Associates LLP, 100 SE 2nd Street, Suite 2800, Miami, FL 33131 (Attention: Robert K. Anand, CPA), regarding the legal, regulatory, tax, financial, and economic consequences of an investment in the Partnership and the execution, delivery, and performance of this Agreement, the Partnership Agreement, and any Side Letter. The Subscriber acknowledges and agrees that it is not relying on the General Partner, the Partnership, Ridgeline Equity Management LLC, Fund IV, or any of their respective affiliates, officers, directors, managers, members, partners, employees, representatives, or agents for any legal, regulatory, tax, financial, or investment advice in connection with this investment, and that none of the foregoing persons has made any representation, warranty, or guarantee to the Subscriber regarding the tax or financial consequences of an investment in the Partnership or the anticipated economic returns or performance of the Partnership or the Clarion investment.
Section 2.15 — Continuing Representations
The Subscriber agrees that the representations and warranties contained in this Article II shall be deemed to be made and given on and as of the date hereof and on and as of the date of each capital contribution made by the Subscriber to the Partnership, and such representations and warranties shall survive the Closing and shall continue in full force and effect for so long as the Subscriber holds an Interest in the Partnership. The Subscriber covenants and agrees that it will promptly notify the General Partner in writing if any representation or warranty made by the Subscriber herein becomes inaccurate, untrue, or incomplete in any material respect, and the Subscriber shall take such corrective or remedial action as may be reasonably requested by the General Partner in connection therewith.
ARTICLE III — REPRESENTATIONS AND WARRANTIES OF THE GENERAL PARTNER
The General Partner hereby makes the following representations and warranties to the Subscriber as of the date hereof:
Section 3.1 — Organization and Good Standing
The General Partner, Ridgeline-Clarion Co-Invest GP LLC, is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Partnership, Ridgeline-Clarion Co-Invest, L.P., is a limited partnership duly formed and validly existing under the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. § 17-101, et seq., and its Certificate of Limited Partnership has been duly filed with the Secretary of State of the State of Delaware and remains in full force and effect.
Section 3.2 — Authorization
The General Partner has full limited liability company power and authority to execute and deliver this Agreement and to perform its obligations hereunder, including, without limitation, the authority to admit the Subscriber as a limited partner of the Partnership. The execution, delivery, and performance of this Agreement have been duly authorized by all necessary limited liability company action on the part of the General Partner, and no further action or proceeding on the part of the General Partner is necessary to authorize the execution, delivery, or performance of this Agreement. This Agreement has been duly executed and delivered by the General Partner and 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, and other similar laws affecting creditors' rights generally and to general principles of equity.
Section 3.3 — Partnership Agreement
The General Partner has provided the Subscriber with a true, correct, and complete copy of the Partnership Agreement, including all exhibits, annexes, and schedules thereto. As of the date hereof, the Partnership Agreement is in full force and effect and has not been amended, modified, supplemented, or waived, except as set forth therein. The General Partner shall promptly provide the Subscriber with copies of any amendments, modifications, or supplements to the Partnership Agreement that are adopted after the date hereof.
ARTICLE IV — POWER OF ATTORNEY
Section 4.1 — Appointment
The Subscriber hereby irrevocably constitutes and appoints the General Partner (Ridgeline-Clarion Co-Invest GP LLC) and any authorized officer, manager, or member thereof, with full power of substitution and resubstitution, as the Subscriber's true and lawful attorney-in-fact, to act in the Subscriber's name, place, and stead, with full power and authority to:
(a) Execute, acknowledge, deliver, swear to, file, and record in the appropriate public offices and registries any and all documents, instruments, certificates, and notices as may be necessary or appropriate to reflect the Subscriber's admission as a limited partner of the Partnership, including, without limitation, amendments to the Certificate of Limited Partnership of the Partnership;
(b) Execute, acknowledge, deliver, file, and record all amendments to the Partnership Agreement and the Certificate of Limited Partnership of the Partnership as may be necessary, appropriate, or convenient in furtherance of the purposes of the Partnership or as required by applicable law;
(c) Execute, acknowledge, deliver, and file any and all documents, certificates, and instruments required in connection with the dissolution, liquidation, termination, and winding up of the affairs of the Partnership, including, without limitation, a certificate of cancellation of the Certificate of Limited Partnership; and
(d) Make, execute, acknowledge, deliver, file, and record any and all documents, certificates, instruments, and filings required under the laws of any jurisdiction in which the Partnership conducts or proposes to conduct business, including, without limitation, any fictitious name certificates, qualifications to do business, and similar filings.
Section 4.2 — Nature of Appointment
The power of attorney granted by the Subscriber pursuant to this Article IV is coupled with an interest and shall be irrevocable. Such power of attorney shall survive and shall not be affected by the subsequent death, disability, incapacity, incompetency, dissolution, termination, bankruptcy, insolvency, or legal disability of the Subscriber and shall extend to the Subscriber's heirs, successors, assigns, and personal representatives. The power of attorney may be exercised by the General Partner on behalf of the Subscriber by listing the Subscriber on any document or instrument that is executed, acknowledged, delivered, filed, or recorded by the General Partner, with a single signature of the General Partner acting as attorney-in-fact for all limited partners who have granted similar powers of attorney, and each such document or instrument shall be as effective as if separately executed by the Subscriber.
ARTICLE V — ADDITIONAL COVENANTS AND AGREEMENTS
Section 5.1 — Further Assurances
The Subscriber agrees to execute and deliver such additional documents, instruments, conveyances, and assurances, and to take such further actions, as may be reasonably requested by the General Partner from time to time to carry out the provisions and purposes of this Agreement and the Partnership Agreement, to confirm the Subscriber's Interest in the Partnership, and to consummate and give effect to the transactions contemplated hereby and thereby. Without limiting the generality of the foregoing, the Subscriber agrees to promptly execute and deliver any documents or instruments reasonably requested by the General Partner in connection with any financing, refinancing, or recapitalization of the Partnership's investment or in connection with any audit, examination, or inquiry by any governmental authority or regulatory body.
Section 5.2 — Confidentiality
(a) The Subscriber acknowledges that in connection with its investment in the Partnership, it has received and may in the future receive confidential and proprietary information concerning the Partnership, the General Partner, Ridgeline Equity Management LLC, Fund IV, AcquisitionCo, Clarion, and the transactions contemplated hereby (collectively, "Confidential Information"). The Subscriber shall keep strictly confidential and shall not disclose to any third party any Confidential Information, including, without limitation, any information regarding the Partnership's portfolio, investment performance, strategy, operations, finances, limited partners, the terms of this Agreement, the Partnership Agreement, or any Side Letter, without the prior written consent of the General Partner.
(b) Notwithstanding the foregoing, the Subscriber may disclose Confidential Information:
(i) To the Subscriber's legal counsel (Calderwood & Harkness LLP), tax and accounting advisors (Whitfield Greer & Associates LLP), and other professional advisors and consultants who have a bona fide need to know such information in connection with the Subscriber's investment in the Partnership and who are bound by professional obligations of confidentiality or who have entered into written confidentiality agreements with the Subscriber containing terms no less restrictive than those set forth herein;
(ii) To the extent required by applicable law, regulation, rule, or legal process (including, without limitation, any subpoena, civil investigative demand, or similar compulsory process), provided that, to the extent legally permitted, the Subscriber provides the General Partner with prompt prior written notice of such required disclosure and cooperates with the General Partner in seeking a protective order or other appropriate remedy;
(iii) To any governmental or regulatory authority having jurisdiction over the Subscriber in connection with any regulatory examination, inquiry, or investigation, to the extent required by applicable law or regulation;
(iv) In connection with the Subscriber's internal compliance, audit, risk management, and reporting functions, provided that any personnel having access to such Confidential Information are informed of and agree to be bound by the confidentiality obligations set forth herein; and
(v) As otherwise expressly permitted under the Partnership Agreement.
(c) The obligations of confidentiality set forth in this Section 5.2 shall survive the termination of this Agreement and the dissolution of the Partnership for a period of three (3) years following such termination or dissolution.
Section 5.3 — Transfer Restrictions
The Subscriber acknowledges and agrees that it may not transfer, sell, assign, pledge, hypothecate, encumber, or otherwise dispose of all or any part of its Interest in the Partnership except in strict accordance with the transfer restrictions set forth in the Partnership Agreement, including, without limitation: (a) the requirement that the Subscriber obtain the prior written consent of the General Partner, which consent may be withheld in the General Partner's sole and absolute discretion; (b) the right of first refusal in favor of the General Partner and the other co-investors in the Partnership; (c) the requirement that any proposed transferee satisfy all applicable accredited investor, qualified purchaser, and other eligibility requirements; and (d) compliance with all applicable securities laws and the delivery of such legal opinions and other documentation as the General Partner may reasonably request. Any attempted transfer in violation of this Section 5.3 or the transfer restrictions set forth in the Partnership Agreement shall be null and void and of no force or effect.
Section 5.4 — Tax Reporting Cooperation
The Subscriber agrees to cooperate fully with the General Partner and the Partnership's tax advisors in providing such information, documentation, and certifications as may be reasonably necessary or appropriate for the preparation of the Partnership's federal, state, local, and foreign tax returns and information reports, and for the timely delivery of Internal Revenue Service Schedule K-1 (Form 1065) to the Subscriber. The General Partner shall use commercially reasonable efforts to deliver, or cause to be delivered, Schedule K-1s to the Subscriber on or before March 15 of each calendar year with respect to the immediately preceding tax year. The Subscriber acknowledges that the General Partner's ability to deliver Schedule K-1s by the target date is dependent, in part, on the timely receipt of information from AcquisitionCo, Clarion, and other portfolio entities, and that the General Partner shall not be liable for any delays in the delivery of Schedule K-1s that are attributable to circumstances beyond the General Partner's reasonable control.
Section 5.5 — Notification of Changes
The Subscriber shall promptly notify the General Partner in writing of any change in the Subscriber's legal name, principal office address, mailing address, telephone number, email address, taxpayer identification number, organizational structure, jurisdiction of organization or qualification, registered agent, beneficial ownership, authorized representatives, or any other information provided by the Subscriber herein or in the Investor Questionnaire or Beneficial Ownership Certification previously delivered to the General Partner. Such notification shall be provided not later than thirty (30) days following the effective date of any such change.
ARTICLE VI — INDEMNIFICATION
Section 6.1 — Subscriber Indemnification
The Subscriber agrees to indemnify, defend, and hold harmless the General Partner, the Partnership, Ridgeline Equity Management LLC, Fund IV, and their respective officers, directors, managers, members, partners, employees, agents, representatives, successors, assigns, and affiliates (each, an "Indemnified Party" and collectively, the "Indemnified Parties") from and against any and all losses, claims, damages, liabilities, judgments, settlements, penalties, fines, costs, and expenses (including, without limitation, reasonable attorneys' fees and expenses, costs of investigation, and costs of enforcement of indemnification rights) (collectively, "Losses") arising out of, resulting from, or in connection with (a) any breach of any representation, warranty, covenant, or agreement of the Subscriber contained in this Agreement or in any document or instrument delivered by the Subscriber in connection herewith, (b) any inaccuracy in any information provided by the Subscriber to the General Partner, the Partnership, or any Indemnified Party in connection with the Subscriber's investment in the Partnership, or (c) any failure of the Subscriber to perform its obligations under this Agreement or the Partnership Agreement. The indemnification obligations of the Subscriber under this Section 6.1 shall survive the termination of this Agreement, the withdrawal or removal of the Subscriber as a limited partner, and the dissolution and winding up of the Partnership.
ARTICLE VII — MISCELLANEOUS
Section 7.1 — Governing Law
This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (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.
Section 7.2 — Jurisdiction and Venue
Each Party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery declines jurisdiction, the Superior Court of the State of Delaware, or, if the Superior Court also declines jurisdiction, the United States District Court for the District of Delaware) for any action, suit, or proceeding arising out of or relating to this Agreement, and each Party irrevocably and unconditionally consents to the personal jurisdiction of such courts and agrees that service of process may be made upon such Party in the manner provided for notices hereunder. Each Party hereby irrevocably and unconditionally waives any objection that it may now or hereafter have to the laying of venue in any such court and any claim that any action, suit, or proceeding brought in any such court has been brought in an inconvenient forum (forum non conveniens) or that such court does not have jurisdiction over the Parties or the subject matter.
Section 7.3 — Waiver of Jury Trial
EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING, ACTION, SUIT, CLAIM, COUNTERCLAIM, OR CROSS-CLAIM ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, THE PARTNERSHIP AGREEMENT, OR ANY SIDE LETTER, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF ANY SUCH PROCEEDING, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER KNOWINGLY AND VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH IN THIS SECTION 7.3.
Section 7.4 — Entire Agreement
This Agreement, together with the Partnership Agreement and any Side Letter entered into between the General Partner and the Subscriber, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, proposals, representations, warranties, commitments, undertakings, and understandings, whether written or oral, between the Parties with respect to such subject matter. No Party shall be bound by, and each Party hereby specifically objects to, any term, condition, or other provision that is different from or in addition to the provisions of this Agreement (whether or not such provision would materially alter this Agreement) and that is contained in any purchase order, acknowledgment, invoice, or other communication of the other Party.
Section 7.5 — Amendments
This Agreement may not be amended, modified, supplemented, restated, or waived except by a written instrument duly executed by the Subscriber and the General Partner. No waiver by either Party of any breach or default of the other Party under this Agreement shall be deemed a waiver of any subsequent breach or default, and no waiver shall be effective unless made in writing and signed by the waiving Party. The failure of either Party to enforce any provision of this Agreement at any time shall not be construed as a waiver of such provision or the right of such Party thereafter to enforce each and every provision of this Agreement.
Section 7.6 — Severability
If any provision of this Agreement, or the application of any such provision to any person or circumstance, is held by a court of competent jurisdiction or arbitral tribunal to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect the validity, legality, or enforceability of any other provision of this Agreement, and all other provisions of this Agreement shall remain in full force and effect. In the event that any provision is so held to be invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to replace such provision with a valid, legal, and enforceable provision that, to the greatest extent possible, achieves the original intent and economic effect of the invalid, illegal, or unenforceable provision.
Section 7.7 — Notices
All notices, requests, demands, consents, instructions, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given: (a) when delivered personally or by hand; (b) one (1) business day after being sent by nationally recognized overnight courier service (with proof of delivery); or (c) when sent by electronic mail (with confirmation of receipt by the recipient, which may be by return email or other written acknowledgment), in each case addressed to the applicable Party at the address set forth below (or at such other address as such Party may designate from time to time by written notice in accordance with this Section 7.7):
If to the Subscriber:
Pellegrino Capital Group LLC 1440 Brickell Avenue, Suite 3200 Miami, FL 33131
Attention: Adriana Voss, VP & General Counsel
With a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 200 South Biscayne Boulevard, Suite 4100 Miami, FL 33131
Attention: Nicholas Stern
If to the General Partner:
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
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
Section 7.8 — Successors and Assigns
This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, executors, administrators, legal representatives, permitted successors, and permitted assigns. The Subscriber may not assign, delegate, or transfer this Agreement or any of its rights, interests, or obligations hereunder to any person without the prior written consent of the General Partner, which consent may be withheld in the General Partner's sole and absolute discretion. Any attempted assignment in violation of this Section 7.8 shall be null and void and of no force or effect.
Section 7.9 — Counterparts
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution and delivery of this Agreement by exchange of facsimile copies, portable document format (.pdf) copies, or copies bearing electronic signatures (including through any electronic signature platform such as DocuSign or Ashford Health IT) shall be deemed execution and delivery of the original Agreement and shall be valid and binding on the Parties to the same extent as if original signatures had been delivered in person.
Section 7.10 — No Third-Party Beneficiaries
Except as expressly set forth in Article VI (with respect to the Indemnified Parties), nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity other than the Parties hereto and their respective permitted successors and assigns any rights, benefits, remedies, obligations, or liabilities of any nature whatsoever under or by reason of this Agreement.
Section 7.11 — Headings
The article and section headings contained in this Agreement are included for convenience of reference only and shall not affect in any way the meaning, interpretation, or construction of any provision of this Agreement.
[Remainder of this page intentionally left blank. Signature pages follow.]
SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT
RIDGELINE-CLARION CO-INVEST, L.P.
IN WITNESS WHEREOF, the Subscriber has executed this Subscription Agreement as of the date first written above.
SUBSCRIBER:
PELLEGRINO CAPITAL GROUP LLC
By: ________
Name: Marco A. Pellegrino
Title: Founder & Managing Member
Date: January 30, 2026
ACCEPTANCE BY THE GENERAL PARTNER
The General Partner hereby accepts the foregoing subscription and admits the Subscriber as a Limited Partner of Ridgeline-Clarion Co-Invest, L.P., with a Capital Commitment of Twenty-Five Million Dollars ($25,000,000), effective as of the date hereof.
GENERAL PARTNER:
RIDGELINE-CLARION CO-INVEST GP LLC
By: ________
Name: Connor M. Rafferty
Title: Authorized Signatory
Date: January 30, 2026
SCHEDULE A
SUBSCRIBER INFORMATION
SCHEDULE B
PARTNERSHIP SUMMARY TERMS
(For Reference Purposes Only — Subject in All Respects to the Terms of the Partnership Agreement)
This Schedule B is provided for the convenience and reference of the Subscriber only and is qualified in its entirety by the terms and conditions of the Partnership Agreement. In the event of any conflict or inconsistency between this Schedule B and the Partnership Agreement, the Partnership Agreement shall control in all respects.
Item | Detail
Full Legal Name | Pellegrino Capital Group LLC
Type of Entity | Limited Liability Company
Jurisdiction of Formation | State of Delaware
Foreign Qualification | State of Florida
Employer Identification Number (EIN) | 84-3291047
Registered Agent (Delaware) | Capitol Registered Agents, Inc., 850 New Burton Road, Suite 201, Dover, DE 19904
Principal Office Address | 1440 Brickell Avenue, Suite 3200, Miami, FL 33131
Authorized Representative / Managing Member | Marco A. Pellegrino, Founder & Managing Member
Chief Financial Officer | Daniella R. Pellegrino
General Counsel | Adriana Voss, VP & General Counsel
Capital Commitment | $25,000,000
Percentage of Aggregate Capital Commitments | 33.33% (of $75,000,000)
Indirect Percentage of AcquisitionCo Equity | 10.0% (of $250,000,000 total equity)
Legal Counsel | Calderwood & Harkness LLP (Attention: Nicholas Stern), 200 South Biscayne Boulevard, Suite 4100, Miami, FL 33131
Tax Counsel / Tax Advisor | Whitfield Greer & Associates LLP (Attention: Robert K. Anand, CPA), 100 SE 2nd Street, Suite 2800, Miami, FL 33131
K-1 Delivery Address | 1440 Brickell Avenue, Suite 3200, Miami, FL 33131, Attention: Daniella R. Pellegrino, CFO
Wire Transfer Instructions | To be provided separately in accordance with the Funds Flow Memorandum; funds to be initially wired to Continental Fiduciary Services, Inc., 111 Wall Street, Suite 600, New York, NY 10005, as escrow agent
Beneficial Owner | Marco A. Pellegrino, Founder & Managing Member
Term | Summary
Partnership Name | Ridgeline-Clarion Co-Invest, L.P.
Partnership EIN | 93-4817265
General Partner | Ridgeline-Clarion Co-Invest GP LLC (EIN: 93-4817302)
Sponsor / Manager | Ridgeline Equity Management LLC, 399 Park Avenue, 28th Floor, New York, NY 10022
Aggregate Capital Commitments | $75,000,000
Co-Investment Partner | Ridgeline Equity Partners Fund IV, L.P. (Fund IV) — $175,000,000 equity commitment
Combined Equity Investment | $250,000,000
Target Company | Clarion Hospitality Holdings, Inc. ("Clarion"), a Delaware corporation
Acquisition Vehicle | Clarion Holdings Acquisition Corp. ("AcquisitionCo"), a Delaware corporation
Enterprise Value | $555,000,000
Equity Contribution | $250,000,000 (Fund IV: $175,000,000; Co-Invest Vehicle: $75,000,000)
Net Debt | $305,000,000 — Term Loan B facility from Pinnacle National Bank, N.A.
Carried Interest | 10% of net profits above an 8% preferred return (compounded quarterly)
Management Fee | 0% (no management fee)
Organizational Expenses Cap | $150,000 (allocated pro rata among co-investors based on respective Capital Commitments)
Term | 10 years from the date of the initial closing, subject to two (2) one-year extension periods at the sole discretion of the General Partner
Key Persons | Julian T. Whitmore and Connor M. Rafferty
Limited Partner Advisory Committee (LPAC) | 3-member advisory committee, composed of representatives of the limited partners, with consultative (non-binding) authority on specified matters as set forth in the Partnership Agreement
Governing Law | State of Delaware
Tax Classification | Partnership for U.S. federal income tax purposes

SUBSCRIPTION AGREEMENT

SUBSCRIPTION AGREEMENT

RECITALS

SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT

RIDGELINE-CLARION CO-INVEST, L.P.

SUBSCRIBER:

PELLEGRINO CAPITAL GROUP LLC

ACCEPTANCE BY THE GENERAL PARTNER

GENERAL PARTNER:

RIDGELINE-CLARION CO-INVEST GP LLC

SCHEDULE A

SUBSCRIBER INFORMATION

SCHEDULE B

PARTNERSHIP SUMMARY TERMS

Record

Parties

Dates

Amounts