Contract analysis

1. FIRPTA Certificate of Non-Foreign Status (Treasury Regulations § 1.1445-2(c)(3)) 1.1 Legal Basis for the Request Under Section 1445(a) of the Code, a transferee of a United States real property interest ("USRPI") is generally required to deduct and withhold a tax equal to fifteen percent (15%) of the amount realized by a foreign person on the disposition of such USRPI. This withholding obligation applies broadly a

Section 1445(b)(2) of the Code provides a critical exemption from the withholding requirement described above. Specifically, Section 1445(b)(2) provides that no withholding is required if the transferor furnishes to the transferee an affidavit (commonly referred to as a "Non-Foreign Affidavit" or a "FIRPTA Certificate") stating, under penalty of perjury, that the transferor is not a "foreign person" as that term is d

2. Notice to the IRS Regarding USRPHC Status (Treasury Regulations § 1.897-2(h)) 2.1 Legal Basis for the Request Under Section 897(a) of the Code, gain or loss of a nonresident alien individual or a foreign corporation from the disposition of a USRPI is treated as if such gain or loss were effectively connected with the conduct of a trade or business within the United States. For purposes of Section 897, an interest

3. Form and Timing of Delivery The FIRPTA Certificate described in Section 1 above and the IRS Notice described in Section 2 above (or, in the alternative, written confirmation of the Company's USRPHC status and proposed alternative withholding arrangements) should be delivered no later than two (2) business days prior to the Closing Date. For reference, the estimated Closing Date is June 30, 2025, and the Outside Da

4. Merger Agreement Reference As noted above, the specific closing deliverable provisions of the Merger Agreement require the Company to deliver to the Buyer and Merger Sub, as a condition precedent to the Buyer's and Merger Sub's obligation to consummate the Closing, a properly executed FIRPTA Certificate in compliance with Treasury Regulations Section 1.1445-2(c)(3) and a duly prepared and delivered IRS Notice in c

5. Coordination with Tax Advisors We suggest that the Company coordinate with its independent tax advisor, Crestline Tax Advisors LLC (Alan Fitzgerald, Managing Director; 300 South Brevard Street, Suite 1500, Charlotte, NC 28202), and its independent auditor, Pemberton & Associates LLP (Kevin Tarrant Corporation, Lead Audit Partner), in preparing the USRPHC analysis referenced in Section 2.3 above and in finalizing t

Section 1445 of the Internal Revenue Code of 1986, as amended (the "Code"), provides that a transferee of a United States real property interest must withhold tax if the transferor is a foreign person. For purposes of informing Harrowgate Private Equity Fund IV LP, a Delaware limited partnership (the "Buyer"), and Pinnacle Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Buyer ("Merger Sub"

1. The Company is not a foreign corporation, foreign partnership, foreign trust, or foreign estate, as those terms are defined in the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder. The Company is a corporation duly organized and existing under the laws of the State of Delaware.

2. The Company's U.S. employer identification number (EIN) is 82-4917305.

3. The Company's principal office address is: Pennfield Holdings, Inc. 4500 Commerce Boulevard, Suite 800 Charlotte, NC 28202

4. The Company understands that this certification may be disclosed to the Internal Revenue Service by the Buyer or Merger Sub, and that any false statement contained herein could be punished by fine, imprisonment, or both. The Company understands that the Buyer and Merger Sub are relying on this certification in determining that withholding is not required under Section 1445 of the Code in connection with the Merger

1. Identity of the Corporation. The Company's full legal name is Pennfield Holdings, Inc. The Company is a domestic corporation duly organized and existing under the laws of the State of Delaware. The Company's U.S. employer identification number (EIN) is 82-4917305. The Company's principal office address is: Pennfield Holdings, Inc. 4500 Commerce Boulevard, Suite 800 Charlotte, NC 28202

2. Non-USRPHC Status. The Company is not, and has not been at any time during the five-year period ending on the date hereof, a United States real property holding corporation ("USRPHC") within the meaning of Section 897(c)(2) of the Internal Revenue Code of 1986, as amended (the "Code"). Specifically, the fair market value of the Company's United States real property interests has not, at any time during such five-y

3. Interests in the Company Are Not USRPIs. Because the Company is not and has not been a USRPHC within the meaning of Section 897(c)(2) of the Code during the applicable testing period, interests in the Company are not United States real property interests within the meaning of Section 897(c)(1) of the Code.

4. Transaction. This notice is provided in connection with the merger (the "Merger") of Pinnacle Merger Sub, Inc., a Delaware corporation (EIN: 93-4081562) and a wholly owned subsidiary of Harrowgate Private Equity Fund IV LP, a Delaware limited partnership, with and into the Company, pursuant to the Agreement and Plan of Merger, dated as of April 7, 2025, among Harrowgate Private Equity Fund IV LP, Pinnacle Merger S