Contract analysis

1. Engagement and Scope of Representation Calderwood & Harkness LLP is pleased to confirm its engagement by Harrowgate Private Equity Fund IV LP, a Delaware limited partnership ("HPE Fund IV" or the "Client"), to serve as buyer's counsel in connection with HPE Fund IV's proposed take-private acquisition (the "Transaction") of Pennfield Holdings, Inc., a Delaware corporation listed on the Nasdaq Stock Market under the

2. Engagement Team The following attorneys will comprise the core engagement team for this matter. Additional attorneys, paralegals, and professional staff may be assigned as necessary to ensure that the engagement is staffed appropriately at all times and that the Client receives prompt and efficient legal service. 2.1 Responsible Partner Oliver Mackenzie, Partner, Mergers & Acquisitions Group. Mr. Mackenzie will ha

3. Fee Arrangements 3.1 Hourly Rates Legal services rendered by the Firm in connection with this engagement will be billed on an hourly basis at the Firm's standard rates then in effect for the attorneys and other timekeepers assigned to the matter. The current standard hourly rates for the Firm's professionals for the calendar year 2025 are as follows: The specific hourly rates for each member of the engagement team

4. Client Identity and Affiliates The Client for all purposes of this engagement is Harrowgate Private Equity Fund IV LP, a Delaware limited partnership (EIN: 87-2263148). All duties and obligations of the Firm under this Letter, including the duty of loyalty and the duty of confidentiality, run to HPE Fund IV as the Client. The Firm acknowledges that, in the ordinary course of this engagement, it will receive instru

5. Conflicts of Interest The Firm has conducted a comprehensive conflicts check in accordance with its standard procedures and, based on the information currently available to the Firm, is not aware of any conflict of interest that would prevent the Firm from representing HPE Fund IV in the Transaction in accordance with applicable rules of professional conduct. Specifically, the Firm does not currently represent Pen

6. Confidentiality and Privilege All communications between the Client and the Firm, including oral communications, electronic mail, written correspondence, and all documents and materials transmitted between the parties, are intended to be protected by the attorney-client privilege. In addition, all work product prepared by the Firm in connection with this engagement, including memoranda, legal analyses, draft agree

7. Document Retention Following the conclusion of this engagement (whether by completion of the Transaction, termination of the engagement, or otherwise), the Firm will retain the engagement files and documents in accordance with the Firm's standard document retention policy then in effect. Under the Firm's current policy, the Firm may, in its discretion, destroy engagement files after a period of ten (10) years foll

8. Termination Either the Client or the Firm may terminate this engagement at any time upon written notice to the other party. In the case of termination by the Firm, such termination shall be subject to the Firm's ethical obligations to avoid prejudice to the Client, including providing reasonable notice and, where applicable, obtaining leave of any tribunal before which the Firm may be appearing on the Client's beh

9. Limitation of Liability To the fullest extent permitted by applicable law, the Firm's aggregate liability to the Client arising out of or relating to this engagement, whether based in contract, tort (including negligence), statute, or any other theory of liability, shall not exceed the total amount of professional fees actually paid by the Client to the Firm under this engagement letter. In no event shall the Firm

10. Governing Law and Dispute Resolution This engagement letter and the relationship between the Firm and the Client shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles that would require or permit the application of the laws of any other jurisdiction. Any dispute, controversy, or claim arising out of or relating to this engagement

11. Miscellaneous Provisions 11.1 Entire Agreement. This engagement letter, including all exhibits attached hereto and incorporated herein by reference, constitutes the entire agreement between Calderwood & Harkness LLP and the Client with respect to the subject matter hereof and supersedes all prior and contemporaneous oral or written communications, proposals, representations, understandings, and agreements between

12. Acceptance We respectfully request that the Client confirm its agreement to the terms and conditions of this engagement letter by having an authorized representative countersign this Letter in the space provided below and return a signed copy to the undersigned. This Letter shall become effective upon execution by both parties. We are pleased to represent Harrowgate Private Equity Fund IV LP in this important tra

1. Data Security. The Firm maintains commercially reasonable administrative, technical, and physical safeguards designed to protect the confidentiality, integrity, and availability of Client information. The Firm's information security program is designed to comply with applicable laws and regulations and is subject to regular assessment and review.

2. Electronic Communications. The Client consents to the Firm's use of unencrypted electronic mail for routine communications, unless the Client specifically requests the use of encrypted communications for particular categories of information. The Client acknowledges the inherent risks associated with electronic communications, including the risk of interception by unauthorized third parties.

3. Anti-Money Laundering Compliance. The Firm maintains procedures designed to comply with applicable anti-money laundering laws and regulations, including the USA PATRIOT Act. The Firm may request information from the Client for purposes of verifying the identity of the Client and its beneficial owners, and the Client agrees to provide such information promptly upon request.

4. OFAC Sanctions Screening. The Firm conducts screening of clients and related parties against the lists maintained by the Office of Foreign Assets Control of the United States Department of the Treasury and other applicable sanctions lists. In the event that a screening reveals a potential match, the Firm may be required to take certain actions, including suspending the engagement or filing reports with applicable

1. The Firm is a large, multi-practice law firm that represents a wide range of clients across numerous industries and practice areas. The Client understands that the Firm may currently represent, or may in the future be asked to represent, one or more parties involved in the Transaction (including, without limitation, Falconer National Bank, N.A., Dunmore Capital Markets LLC, Ashford Growth Partners LP, Grandview Tr

2. The Client hereby consents to such unrelated representations, provided that (a) the unrelated matter does not involve the assertion of a claim, defense, or position that is directly adverse to HPE Fund IV in the Transaction, and (b) the Firm maintains appropriate information barriers and other ethical safeguards to protect the Client's confidential information from disclosure to other clients in unrelated matters.

3. This advance waiver is intended to be interpreted broadly and in accordance with the applicable rules of professional conduct, including Rule 1.7 of the Delaware Lawyers' Rules of Professional Conduct and any comparable rules in other applicable jurisdictions. The Client has had the opportunity to consult with independent counsel regarding the implications of this waiver and provides this consent knowingly and vol

4. This advance waiver does not extend to any matter that is substantially related to the Transaction or in which the Firm would be required to use or disclose confidential information of the Client. In the event that a proposed representation falls outside the scope of this waiver, the Firm will seek the Client's specific informed consent before accepting such representation, or will decline the representation if co