Contract analysis

I. Executive Summary and Purpose This memorandum summarizes the key legal findings from Calderwood & Harkness LLP's review of the virtual data room maintained by Pennfield Holdings, Inc. ("Pennfield," the "Company," or the "Target") on the Thackeray Solutions platform under the project code name "Project Summit." The data room was opened and made available to Harrowgate Capital Partners LLC ("HCP" or the "Sponsor") a

II. Transaction Overview A. Transaction Parties Buyer. The buyer is Harrowgate Private Equity Fund IV LP ("HPE Fund IV"), a Delaware limited partnership. HPE Fund IV's general partner is Harrowgate Capital Partners IV GP LLC, a Delaware limited liability company. The investment manager of HPE Fund IV is Harrowgate Capital Partners LLC ("HCP"), a Delaware limited liability company with its principal offices located in

III. Corporate Organization and Good Standing A. Pennfield Holdings, Inc. Pennfield Holdings, Inc. was incorporated in the State of Delaware. We have reviewed the Company's original Certificate of Incorporation and all subsequent amendments thereto, including the Amended and Restated Certificate of Incorporation currently in effect. The Certificate of Incorporation sets forth the Company's authorized capital stock, p

IV. Capitalization A. Common Stock Based on our review of the data room materials, including the Company's most recent stock records and SEC filings, Pennfield has 58,200,000 shares of common stock issued and outstanding as of the most recent practicable date. On a fully diluted basis, including all shares of common stock underlying outstanding stock options and restricted stock units ("RSUs") granted under Pennfield

V. Material Contracts A. Overview. We have reviewed approximately 85 material contracts in the data room, spanning a range of categories including supply and vendor agreements, customer and wholesale agreements, distribution agreements, franchise and licensing arrangements, sponsorship agreements, joint marketing arrangements, and technology and e-commerce agreements. A detailed contract-by-contract analysis is set f

VI. Change of Control Analysis (Summary) A full and detailed change of control analysis has been prepared in a separate memorandum by Ryan Kowalski and Megan Chu, dated March 26, 2025. This Section VI summarizes the principal findings of that analysis. The Merger constitutes a "change of control" (or similar triggering event) under the following categories of Pennfield agreements and plans. A. Existing Credit Agreeme

VII. Real Estate and Lease Portfolio A full analysis of Pennfield's real estate and lease portfolio is set forth in the separate Real Estate & Lease Portfolio Summary prepared by Megan Chu, dated March 25, 2025. The following summarizes the key findings. A. Store and Outlet Locations Pennfield operates a total of 209 leased retail and outlet locations across the United States. This total comprises 187 company-owned r

VIII. Intellectual Property A full analysis of Pennfield's intellectual property portfolio is set forth in the separate IP Diligence Memorandum prepared by Megan Chu, dated March 24, 2025. The following summarizes the key findings. A. Trademarks and Trade Names Pennfield owns approximately 45 registered trademarks in the United States, covering its primary brand names, product line names, logos, taglines, and trade d

IX. Litigation and Contingent Liabilities A full analysis of Pennfield's litigation exposure and contingent liabilities is set forth in the separate Litigation & Contingent Liabilities Memorandum prepared by Ryan Kowalski, dated March 27, 2025. The following summarizes the key findings. A. Pending Litigation We have reviewed all pending litigation matters disclosed by Pennfield in the data room, including pleadings,

X. Regulatory Compliance A. HSR Act / Antitrust The Transaction requires a filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"). The aggregate merger consideration of $980,000,000 exceeds the 2025 size-of-transaction threshold of $119,500,000. Pursuant to the current fee schedule established by the Federal Trade Commission, the applicable filing fee for a transaction with

XI. Employee Benefits and Labor Matters A. Benefit Plans We have reviewed all material employee benefit plans maintained by Pennfield, as described below. 401(k) Plan. Pennfield maintains a defined contribution retirement savings plan qualified under Section 401(a) of the Internal Revenue Code, commonly known as a 401(k) plan. The plan provides for employer matching contributions of up to 4% of eligible employee comp