Contract analysis

I. Executive Summary This memorandum summarizes the findings from an intellectual property due diligence review of Pennfield Holdings, Inc. ("Pennfield," the "Company," or the "Target," Nasdaq: PNFD) conducted in connection with the proposed take-private acquisition of Pennfield by Harrowgate Private Equity Fund IV LP ("Harrowgate," "HPE Fund IV," or the "Buyer") for an aggregate merger consideration of approximately

II. Trademarks and Service Marks A. Overview of Registered Marks Based on our review of the Company's trademark schedules maintained in data room folder 4.1, as well as our independent verification through the USPTO TSDR database and assignment records, Pennfield owns approximately forty-two (42) active United States trademark registrations with the USPTO. These registrations cover the PENNFIELD house mark in both wo

1. PENNFIELD ALPINE (Serial No. 98/214,356; International Class 25). This application was filed in September 2024 in connection with a new premium outerwear line planned for the fall/winter 2025 retail season. The application has been examined, approved by the examining attorney, and published for opposition in the Official Gazette. As of the date of this memorandum, no Notice of Opposition has been filed, and the th

2. PENNFIELD EXPEDITION (Serial No. 98/301,478; International Class 28). This application was filed in November 2024 for a line of outdoor sporting equipment and accessories. The application is currently at the examination stage. An office action was issued by the USPTO examining attorney requesting amendments to the identification of goods to conform to the USPTO's Acceptable Identification of Goods and Services Man

3. BASECAMP DIGITAL (Serial No. 98/412,205; International Classes 35 and 42). This application was filed in January 2025 and relates to the Company's expanded e-commerce services and digital retail platform. The application was recently filed and is currently at the initial processing stage within the USPTO. No examining attorney has been assigned, and no office action has been issued. Given the typical USPTO examina

III. Trade Names and DBA Registrations Pennfield operates under its corporate name, "Pennfield Holdings, Inc.," and under the following trade names and DBA designations in connection with its retail and e-commerce operations: • Pennfield — the primary consumer-facing brand name used on store signage, marketing materials, and product labeling. • Pennfield Outfitters — the trade name used in connection with certain ful

IV. Domain Names A. Owned Domain Portfolio Based on our review of domain registrar account records provided in data room folder 4.3 and our independent verification through publicly available WHOIS records, Pennfield owns approximately twenty-eight (28) domain name registrations. The core commercial domains in the portfolio include the following: In addition to these core commercial domains, the portfolio includes va

V. Proprietary Technology and Software A. E-Commerce Platform Pennfield operates a proprietary e-commerce platform branded as "Pennfield Digital," accessible through the Company's primary commercial website at pennfield.com. The platform was developed in-house by the Company's technology team, which is based at the Company's corporate headquarters in Charlotte, North Carolina, and consists of approximately thirty-fiv

VI. Copyrights Pennfield claims common-law copyright protection over a range of original works of authorship created in the ordinary course of its business, including: • Marketing materials, including print advertisements, digital marketing content, social media creative assets, and seasonal campaign materials. • Product catalogs, both in print and digital formats. • Website content, including text, layout, and graph

VII. License Agreements A. Inbound Licenses

1. Software Licenses Pennfield is a licensee under multiple enterprise software agreements with third-party vendors providing core business systems and technology infrastructure. The key categories of software licenses include: • Enterprise Resource Planning (ERP): The Company licenses an ERP system from a major enterprise software provider, which serves as the backbone for the Company's financial reporting, procurem

2. Brand / Product Licenses Pennfield is a licensee under three (3) brand license agreements with third-party manufacturers and designers for co-branded product lines carried in Pennfield's retail stores and on its e-commerce platform. These co-branded product arrangements are a component of the Company's merchandising strategy and contribute to the product assortment offered in specific categories, including perform

3. Content Licenses Pennfield licenses certain third-party photography and graphic design content for use in its marketing materials, product catalogs, and website content under standard stock photography licenses (e.g., licenses from Kestrel Industries and Greaves Partners LLC) and creative agency agreements with third-party marketing firms. These agreements were reviewed at a high level. The stock photography licen

1. Co-Branded Product Partners: In connection with the brand license agreements discussed in Section VII.A.2 above, Pennfield grants limited licenses to its co-branded product partners allowing those partners to use the PENNFIELD trademark and associated branding elements on co-branded products and in co-branded marketing materials. These outbound licenses are the reciprocal complement to the inbound brand licenses a

2. Authorized E-Commerce Marketplace Partners: Pennfield grants a non-exclusive, limited license to its trademark, product images, and product descriptions to authorized e-commerce marketplace partners for the purpose of listing and promoting Pennfield products on third-party marketplace platforms. These licenses are governed by the Company's standard marketplace partner agreements and are generally narrow in scope,

VIII. Key Risks and Open Items Based on our review, we have identified the following key risks and open items that warrant attention in connection with the Transaction: A. SUMMIT TRAIL Opposition Proceeding The pending TTAB opposition against Pennfield's application to register the SUMMIT TRAIL mark in International Class 25 (TTAB Proceeding No. 91283741) presents a moderate risk to the Company's trademark portfolio.

IX. Impact on Merger Agreement and Disclosure Schedules The findings of this IP due diligence review have several implications for the Merger Agreement and related disclosure schedules, which are summarized below for the deal team's consideration in connection with the negotiation and drafting of the definitive transaction documentation. Representations and Warranties. The intellectual property representations in the

X. Documents Reviewed The following is a summary of the key data room documents and other materials reviewed in connection with this IP due diligence memorandum. Document references correspond to the data room folder and document numbering conventions used in the Thackeray Solutions virtual data room for Project Summit.

1. Pennfield Trademark Registration Schedule (Data Room Doc. 4.1.03) — Schedule of all active and pending U.S. trademark registrations and applications, dated January 2025.

2. USPTO TSDR Database Printouts — Independent printouts of current status information for all forty-two (42) active registrations and three (3) pending applications, obtained from the USPTO TSDR system on March 10–12, 2025.

3. USPTO Assignment Records — Chain of title records for key registered marks, confirming ownership by Pennfield Holdings, Inc.

4. TTAB Opposition File — SUMMIT TRAIL (Data Room Docs. 4.1.10 through 4.1.14) — Notice of Opposition, Pennfield's Answer, and related filings in TTAB Proceeding No. 91283741, including outside counsel's preliminary merit assessment memorandum dated November 2024.

5. Open-Source Software Inventory and Compliance Memorandum (Data Room Doc. 4.4.06) — Internal memorandum prepared by Pennfield's technology team, dated January 2025, describing open-source components used in the Pennfield Digital platform and the Company's assessment of license compliance.

6. Inbound Brand License Agreements (Data Room Docs. 4.5.01 through 4.5.03) — Three brand license agreements with third-party manufacturers/designers (counterparty names redacted per data room confidentiality protocols), reviewed for assignment, change of control, and termination provisions.

7. Enterprise Software License Agreements (Data Room Docs. 4.5.04 through 4.5.11) — Key enterprise software agreements (ERP, CRM, POS, cybersecurity), reviewed for assignment and change of control provisions; cross-referenced in Material Contracts Review Memorandum and Change of Control Analysis.

8. Domain Registrar Account Records (Data Room Doc. 4.3.01) — Summary of all twenty-eight (28) domain name registrations, including registrant information, registration and expiration dates, registrar details, and auto-renewal status.

9. Internal Pennfield Memoranda — E-Commerce Platform Architecture (Data Room Docs. 4.4.01 through 4.4.05) — Internal technical memoranda describing the architecture, technology stack, and development history of the Pennfield Digital e-commerce platform.

10. Pennfield General Counsel IP Representation Letter (Data Room Doc. 4.0.01) — Letter from Patricia Okafor, General Counsel of Pennfield Holdings, Inc., dated February 14, 2025, providing representations regarding the Company's intellectual property ownership, registrations, disputes, and material agreements.

11. DBA/Fictitious Business Name Registration Records (Data Room Docs. 4.2.01 through 4.2.06) — Selected state-level DBA registrations for "Pennfield," "Pennfield Outfitters," and "Pennfield Outlet" in North Carolina and other major market states.

12. Domain Dispute Correspondence (Data Room Doc. 4.3.09) — Correspondence file relating to the pennfield-outdoors.com cease-and-desist and voluntary domain transfer (2024).

XI. Conclusion and Recommendations Based on our review of the data room materials and independent verification of public records, Pennfield's intellectual property portfolio is adequate to support its current specialty retail operations across 209 retail and outlet locations (187 company-owned stores and 22 outlet locations in 34 states) and its direct-to-consumer e-commerce operations through the Pennfield Digital p

1. Prioritize Consent Outreach for Brand License Agreements. Consent outreach should be initiated promptly following the signing of the Merger Agreement for the inbound brand license agreement that contains an explicit licensor termination right upon change of control. This agreement is the largest of the three brand license agreements by revenue contribution, and the loss of the associated co-branded product line co

2. Monitor and Manage the SUMMIT TRAIL TTAB Opposition. The pending opposition proceeding (Proceeding No. 91283741) should be monitored through the closing process and beyond. The deal team should evaluate the feasibility of a negotiated settlement or co-existence agreement with the opposer, and should ensure that the proceeding is disclosed on the Merger Agreement disclosure schedules.

3. Ensure Timely Response to PENNFIELD EXPEDITION Office Action. The pending office action on the PENNFIELD EXPEDITION trademark application (Serial No. 98/301,478) requires a response by May 15, 2025. This deadline must be calendared and responsibility assigned to ensure that the response is timely filed and the application is not abandoned. This obligation should be addressed in the interim operating covenants of t

4. Post-Closing Workstreams. The following post-closing actions should be considered in coordination with Harrowgate's investment thesis for the Company: (a) Open-Source Software Audit. A comprehensive code-level audit of the Pennfield Digital platform should be conducted to verify compliance with open-source license terms, particularly the LGPL v2.1 component. (b) Copyright Registrations. Formal copyright registrati

5. Calendar Renewal Deadlines. Four (4) trademark renewal deadlines and three (3) domain name renewal dates fall within the next twelve (12) months. These deadlines should be calendared by the deal team and assigned post-closing responsibility to ensure continuity. The findings in this memorandum should be read in conjunction with the Material Contracts Review Memorandum and the Change of Control Analysis, both of wh