Contract analysis

I. EXECUTIVE SUMMARY Calderwood & Harkness LLP ("C&H" or the "Firm") was retained by Harrowgate Capital Management LLC ("HCM"), a Delaware limited liability company serving as the general partner of Harrowgate Private Equity Fund IV, L.P. ("HPE Fund IV"), in connection with the Hart-Scott-Rodino Act premerger notification filing for HPE Fund IV's proposed acquisition of 100% of the outstanding membership interests of

II. IDENTIFICATION OF PARTIES AND KEY PERSONNEL A. Client Harrowgate Private Equity Fund IV, L.P. is a Delaware limited partnership with its principal place of business at 1200 North Market Street, Suite 1400, Wilmington, Delaware 19801. HPE Fund IV is a private equity fund focused on middle-market financial services and asset management platform acquisitions. The fund held its final close in December 2023 with total

1. Separately Managed Accounts (SMAs) for Institutional Investors. Ridgemark manages SMAs on behalf of pension funds, endowments, foundations, and insurance companies, with a particular concentration in alternative credit strategies. As of March 31, 2024, Ridgemark's alternative credit SMA assets totaled approximately $1.4 billion.

2. Alternative Credit Strategies. Ridgemark's alternative credit platform encompasses private credit origination, structured credit (CLO equity and mezzanine), and distressed debt investing. These strategies are offered across both SMA and commingled fund vehicles.

3. Sub-Advisory Services for Mutual Fund Complexes. Ridgemark provides sub-advisory services to several mutual fund sponsors, managing alternative credit sleeves within larger multi-strategy mutual fund products. The applicable NAICS codes for Ridgemark's business are 523920 (Portfolio Management) and 523910 (Miscellaneous Intermediation). Ridgemark's balance sheet reflected total assets of approximately $87 million,

III. TRANSACTION SUMMARY A. Structure and Terms The proposed transaction was structured as a membership interest acquisition pursuant to the Membership Interest Purchase Agreement ("MIPA"), dated June 4, 2024, among the following parties: Harrowgate Private Equity Fund IV, L.P. (as buyer), Ridgemark Capital Advisors, LLC (as the company), Jonathan Kessler, Priya Narayanan, certain other employee partners of Ridgemark

Section 8.03(b) of the MIPA provided for a reverse termination fee of $7.4 million, calculated as 2.0% of the total enterprise value of $370 million. The reverse termination fee was payable by HPE Fund IV to Ridgemark upon termination of the MIPA by the buyer without cause or upon the buyer's failure to consummate the closing when all conditions to closing had been satisfied. In accordance with this provision, HPE Fu

IV. SCOPE OF ENGAGEMENT The scope of C&H's engagement was defined in the engagement letter dated June 5, 2024, executed by Howard Bellamy and Elaine Forsythe on behalf of the Firm and by Gavin Trask on behalf of HCM. The engagement encompassed the following categories of work:

1. HSR Premerger Notification Preparation and Filing. C&H was retained to prepare and file the HSR Notification and Report Form on behalf of HCM, as the Ultimate Parent Entity of the Acquiring Person, in accordance with the requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, 15 U.S.C. § 18a, and the implementing regulations set forth at 16 C.F.R. Parts 801–803. This included the identification a

2. Antitrust Risk Assessment. C&H was engaged to conduct an independent antitrust risk assessment of the proposed acquisition, including an analysis of competitive overlaps between Ridgemark and Dunmore Asset Management LLC (an existing HPE Fund IV portfolio company), relevant market definition, combined market share estimation, and the likelihood and potential scope of regulatory review by the FTC or DOJ.

3. Second Request Compliance Advisory. In the event of the issuance of a Second Request by the FTC or DOJ, C&H was engaged to advise HCM on compliance strategy, scope negotiation, custodian identification, document review protocols, timeline management, and estimated costs. The engagement letter contemplated that substantial Second Request compliance work — including large-scale document review, interrogatory respons

4. Coordination with FTC Staff. C&H was authorized to communicate directly with FTC and DOJ staff on behalf of HCM in connection with the HSR filing and any subsequent investigation, including responding to voluntary access letters, participating in meetings with agency staff, and presenting advocacy materials in support of clearance. The engagement did not encompass M&A transaction counsel work (which was handled by

V. CHRONOLOGICAL SUMMARY OF WORK PERFORMED The following is a chronological summary of the principal work performed by C&H in connection with Matter No. 1003-00001, organized by phase. All dates, deliverables, and descriptions are based on the Firm's contemporaneous time records, correspondence files, and work product maintained in the document management system under the matter number. A. Pre-Filing Phase (June 5 –

1. June 5, 2024 — Engagement Opened. The C&H engagement was formally opened upon execution of the engagement letter. The engagement letter was signed by Howard Bellamy and Elaine Forsythe on behalf of the Firm and by Gavin Trask, Managing Partner and Chairman of Harrowgate Capital Management LLC, on behalf of the client. The engagement letter set forth the scope of services, the fee arrangement (including the volunta

2. June 7, 2024 — Item 4(c) and 4(d) Document Collection Memorandum Transmitted. Elliot Nguyen prepared and transmitted a detailed memorandum to Marcus Hale and Diane Ochoa at HCM providing instructions for the identification, collection, and initial review of documents responsive to Items 4(c) and 4(d) of the HSR Notification and Report Form. Item 4(c) requires the production of documents prepared by or for officers

3. June 10, 2024 — Antitrust Risk Assessment Memorandum Delivered. C&H delivered a comprehensive antitrust risk assessment memorandum to Gavin Trask and Diane Ochoa. The memorandum was prepared by Elliot Nguyen under the supervision of Howard Bellamy and contained the following principal analyses: Competitive Overlap Analysis. The memorandum identified the primary competitive overlap between Ridgemark and Dunmore in

4. June 5–17, 2024 — HSR Form Preparation and Item 4 Document Collection. During this period, the engagement team — principally Elliot Nguyen and Aaron Liu — prepared the HSR Notification and Report Form for the Acquiring Person and coordinated Item 4 document collection and review. This work included the following activities: • Identification of the applicable NAICS codes for Ridgemark's business activities: 523920

5. June 15, 2024 — Draft HSR Form Circulated to Client. A draft HSR Notification and Report Form for the Acquiring Person was circulated by Elliot Nguyen to Diane Ochoa and Marcus Hale for client review and comment. The draft form identified Harrowgate Capital Management LLC as the Ultimate Parent Entity, referenced the MIPA dated June 4, 2024 as the definitive transaction agreement, and contained the completed Item

6. June 18, 2024 — HSR Notification and Report Forms Filed. The HSR Notification and Report Forms were filed simultaneously for both the Acquiring Person (Harrowgate Capital Management LLC, as UPE) and the Acquired Person (Ridgemark Capital Advisors, LLC). The filings were submitted to the Premerger Notification Office of the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice. A tra

7. June 21, 2024 — FTC Acknowledgment of Receipt. The FTC acknowledged receipt of the HSR filings and assigned clearance for the transaction to the FTC rather than the DOJ. The FTC Transaction Number assigned to the matter was 2418-7603. The assignment of clearance to the FTC was consistent with the agency's longstanding practice of reviewing transactions in the financial services and asset management sectors.

8. July 8, 2024 — FTC Voluntary Access Letter. Prior to the expiration of the initial 30-day waiting period, FTC staff issued a voluntary access letter to C&H requesting additional documents responsive to Items 4(c) and 4(d) of the HSR Notification and Report Form. The voluntary access letter identified several categories of supplemental documents that the FTC believed had not been included in the initial production,

9. July 10, 2024 — Supplemental Item 4 Production. In response to the FTC's voluntary access letter, C&H produced 23 supplemental documents on behalf of the Acquiring Person. A cover letter was transmitted by Elliot Nguyen to the FTC Bureau of Competition, Mergers IV Division, referencing FTC Transaction Number 2418-7603 and noting that the production was made voluntarily and without waiver of any privileges or objec

10. July 16, 2024 — FTC Second Request Issued. On July 16, 2024 — two days before the scheduled expiration of the initial 30-day waiting period — the FTC issued a Second Request to both the Acquiring Person and the Acquired Person, pursuant to 15 U.S.C. § 18a(e)(1)(A). The Second Request was issued by the FTC Bureau of Competition, Mergers IV Division. The Second Request identified the following primary competitive c

11. July 18, 2024 — Initial 30-Day Waiting Period Expired. The initial 30-day statutory waiting period under the HSR Act expired on July 18, 2024. However, the issuance of the Second Request on July 16, 2024 tolled the waiting period, and the transaction could not be consummated until 30 days following the Acquiring Person's certification of substantial compliance with the Second Request (or such shorter period as th

12. July 19, 2024 — Second Request Strategy Memorandum Delivered. C&H delivered a comprehensive Second Request initial analysis and recommended compliance strategy memorandum to Gavin Trask and Diane Ochoa. The memorandum was prepared by Elliot Nguyen and reviewed by Howard Bellamy. Its contents included the following: • A detailed analysis of each specification and interrogatory in the Second Request, organized by t

13. July 19, 2024 — FTC Meeting Preparation Memorandum. Aaron Liu prepared, and Howard Bellamy and Elliot Nguyen reviewed, an internal memorandum setting forth talking points and strategy for the upcoming in-person meeting with FTC Mergers IV staff. The memorandum addressed the following topics: • Distinct competitive characteristics of Dunmore vs. Ridgemark. The memorandum identified key factual differences between

14. July 22, 2024 — In-Person Meeting with FTC Mergers IV Staff. An in-person meeting was held at the FTC's offices with staff from the Bureau of Competition, Mergers IV Division. The C&H attendees were Howard Bellamy and Elliot Nguyen. Diane Ochoa attended on behalf of HCM. Rajesh Subramaniam of Blackwell, Oakes & Hardin LLP attended on behalf of Ridgemark as the acquired person. The meeting addressed the FTC's comp

15. August 5, 2024 — Harrowgate Investment Committee Meeting. The Harrowgate Investment Committee convened a meeting on August 5, 2024 at which significant concerns were raised regarding the commercial trajectory of the Ridgemark acquisition. C&H was not present at this meeting but was informed of its contents through subsequent communications with Diane Ochoa and Gavin Trask. The key concerns flagged at the meeting

16. August 14, 2024 — Second Request Compliance Timeline and Cost Estimate Memorandum. C&H delivered a Second Request compliance timeline and cost estimate memorandum to Gavin Trask and Diane Ochoa. The memorandum was prepared by Elliot Nguyen and reviewed by Howard Bellamy and Elaine Forsythe. The memorandum provided the following key estimates and analysis: • Custodians. The memorandum estimated that 12–15 custodia

17. August 26, 2024 — Investment Committee Decision to Abandon Transaction. The Harrowgate Investment Committee voted to abandon the proposed acquisition of Ridgemark Capital Advisors, LLC, citing the deterioration in Ridgemark's commercial performance and revised financial projections described above. The committee concluded that the combination of declining performance fee revenue, key personnel departures, compres

18. August 27, 2024 — Termination Advisory Memorandum Delivered. Upon notification of the Investment Committee's decision, C&H promptly delivered a termination advisory memorandum to Gavin Trask and Diane Ochoa. The memorandum was prepared by Elliot Nguyen under the supervision of Howard Bellamy and addressed the following matters: • MIPA Termination Mechanics. The memorandum analyzed the buyer's termination right un

19. August 30, 2024 — MIPA Terminated. The MIPA was formally terminated on August 30, 2024. The termination was effective upon delivery of the buyer's termination notice in accordance with the notice provisions of the MIPA. Notice was delivered to Ridgemark Capital Advisors, LLC, Jonathan Kessler, Priya Narayanan, Thornfield Growth Partners, LLC, Blackwell, Oakes & Hardin LLP (Catherine Oakes and Rajesh Subramaniam),

20. September 3, 2024 — HSR Withdrawal Notification Letter Filed. Howard Bellamy, on behalf of HCM, transmitted an HSR withdrawal notification letter to the FTC Premerger Notification Office. The letter formally withdrew the HSR Notification and Report Form filed on June 18, 2024 on behalf of Harrowgate Capital Management LLC as the Ultimate Parent Entity of the Acquiring Person. The letter referenced FTC Transaction

21. September 10, 2024 — Reverse Termination Fee Payment. HPE Fund IV wired the reverse termination fee of $7.4 million to Ridgemark Capital Advisors, LLC. The wire transfer was processed through HCM's custodian bank in accordance with the wire instructions provided by Ridgemark's counsel. C&H was informed of the payment by Marcus Hale on the date of transfer. No further financial obligations of HPE Fund IV to Ridgem

VI. REGULATORY OUTCOME The regulatory outcome of this matter is summarized as follows:

1. No formal antitrust clearance was obtained. The proposed acquisition of Ridgemark Capital Advisors, LLC by Harrowgate Private Equity Fund IV, L.P. was never cleared by the Federal Trade Commission or the Department of Justice. The initial 30-day waiting period under the HSR Act was tolled by the issuance of the Second Request on July 16, 2024, and the extended waiting period never commenced because the Acquiring P

2. The FTC Second Request was never substantially complied with. Upon the Harrowgate Investment Committee's decision to abandon the transaction on August 26, 2024, all Second Request compliance work ceased. C&H had engaged in preliminary compliance planning, including custodian identification, scope analysis, and preparation of a compliance timeline and cost estimate, but had not commenced large-scale document collec

3. The HSR notification was formally withdrawn. On September 3, 2024, C&H submitted an HSR withdrawal notification letter to the FTC Premerger Notification Office on behalf of HCM, formally withdrawing the HSR Notification and Report Form filed on June 18, 2024 and citing the abandonment of the proposed transaction and termination of the MIPA. Written confirmation of the withdrawal from the FTC is pending as of the d

4. No enforcement action was initiated. The FTC did not initiate any consent order, complaint, preliminary injunction action, or other enforcement proceeding in connection with this transaction. No civil investigative demands were issued beyond the Second Request. There are no outstanding obligations to the FTC or DOJ arising from this matter, other than the pending confirmation of the withdrawal.

VII. BILLING SUMMARY A. Fee Arrangement The fee arrangement for this engagement was set forth in the engagement letter dated June 5, 2024. The applicable hourly rates were as follows: The engagement letter provided for a voluntary fee cap of $650,000 for all professional services rendered through initial clearance of the transaction (i.e., expiration or early termination of the initial HSR waiting period without the

VIII. KEY DOCUMENTS AND WORK PRODUCT INDEX The following is an index of the key documents and work product generated or received in connection with this matter. All documents are maintained in the Firm's document management system under Matter No. 1003-00001 unless otherwise noted. C&H Work Product FTC Correspondence. Client-Provided Documents. Item 4 Production Materials All electronic files are tagged to Matter No.

IX. DOCUMENT RETENTION OBLIGATIONS The following document retention obligations apply to the materials maintained in connection with this matter: General Retention Policy. All privileged and work product materials generated by C&H in connection with this matter are to be retained in accordance with the Firm's document retention policy and applicable rules of professional conduct. Client files — including copies of HS

X. MATTER-CLOSING CHECKLIST CONFIRMATION The following checklist items must be completed or confirmed prior to final closure of Matter No. 1003-00001 in the Firm's matter management system. The Responsible Partner (Howard Bellamy) and Billing Partner (Elaine Forsythe) should review and confirm completion of each item: • [ ] Final invoice issued and confirmed paid by client. • [ ] All time entries reviewed and finaliz