Contract analysis

I. Executive Summary and Purpose This memorandum summarizes the results of Calderwood & Harkness LLP's review of pending and threatened litigation, governmental investigations, and contingent liabilities of Pennfield Holdings, Inc. ("Pennfield," the "Company," or the "Target"; Nasdaq: PNFD; CUSIP 708234109) and its subsidiaries, in connection with the proposed $980,000,000 take-private acquisition of Pennfield by Har

II. Scope and Methodology A. Data Room Materials Reviewed We reviewed the following categories of materials made available in the Thackeray Solutions virtual data room established for Project Summit: • Litigation Docket Summaries and Pleadings (Data Room Folder 7.1 — Litigation): This folder contained copies or summaries of pleadings, complaints, answers, motions, and court orders for all pending litigation matters i

III. Pending Litigation A. Employment and Labor Matters

1. Ramirez v. Pennfield Holdings, Inc. (Wage and Hour Class Action) Court: United States District Court, Western District of North Carolina Case No.: 3:24-cv-01187 Filed: June 2024 Plaintiffs: Maria Ramirez, individually and on behalf of all others similarly situated. The named plaintiff is a former hourly store associate who worked at a Pennfield retail location in Charlotte, North Carolina. Ms. Ramirez brings this

2. EEOC Charge — Charlotte Distribution Center Agency: U.S. Equal Employment Opportunity Commission ("EEOC"), Charlotte District Office Charge No.: 430-2024-02847 Filed: September 2024 Nature of Charge: A former warehouse supervisor at Pennfield's Charlotte, North Carolina distribution center filed a charge of discrimination with the EEOC, alleging disability discrimination in the form of failure to provide a reasona

3. Thompson v. Pennfield Holdings, Inc. (Individual Wrongful Termination) Court: Superior Court, Mecklenburg County, North Carolina Case No.: 24-CVS-8341 Filed: October 2024 Plaintiff: Derek Thompson, a former Regional Sales Director for Pennfield's Southeast region. Claims: The complaint asserts claims for: (a) wrongful termination in violation of public policy, alleging that the plaintiff was terminated in retaliat

4. In re Pennfield Product Recall Litigation (Consolidated Consumer Claims) Court: United States District Court, District of South Carolina (MDL transfer) MDL No.: MDL No. 3:24-md-3044 Consolidated: November 2024 Background: In the second quarter of fiscal year 2024 (i.e., May through July 2024), Pennfield initiated a voluntary recall of approximately 45,000 units of a branded portable camping stove sold under the Co

5. Individual Slip-and-Fall Claims (Premises Liability) Nature: Pennfield and its retail subsidiary are defendants in four separate individual premises liability actions pending in various state courts, each alleging slip-and-fall injuries at Pennfield retail locations. The four pending claims are as follows: (a) Henderson v. Pennfield Retail, Inc., State Court of Fulton County, Georgia (filed March 2024) — Plaintiff

6. Pennfield Holdings, Inc. v. Ridgeway Logistics Corp. (Breach of Contract) Court: Superior Court, Mecklenburg County, North Carolina Case No.: 24-CVS-5628 Filed by Pennfield (as Plaintiff): April 2024 Nature of Dispute: This action arises from a warehousing and distribution services agreement (the "Ridgeway Services Agreement") entered into between Pennfield and Ridgeway Logistics Corp. ("Ridgeway"), a third-party

7. Landlord Dispute — Former Flagship Store (Fifth Avenue, New York) Nature of Dispute: Pennfield is involved in a pre-litigation dispute with the landlord of a former Pennfield flagship retail location at 648 Fifth Avenue, New York, New York. The lease for this location expired on December 31, 2024, and Pennfield vacated the premises at the end of the lease term. In January 2025, the landlord, Fifth Avenue Realty Pa

8. Summit Trail Brands LLC v. Pennfield Holdings, Inc. (Trademark Infringement) Court: United States District Court, Southern District of New York Case No.: 1:24-cv-09012 Filed: August 2024 Plaintiff's Claims: Summit Trail Brands LLC ("Summit Trail Brands"), a smaller outdoor apparel and accessories brand, filed this action alleging that Pennfield's "Summit Trail" private-label product line infringes Summit Trail Bra

IV. Governmental and Regulatory Investigations A. State Attorney General Consumer Protection Inquiry — California Agency: California Department of Justice, Consumer Protection Section Nature of Inquiry: In November 2024, Pennfield received a Civil Investigative Demand ("CID") from the Office of the California Attorney General, Consumer Protection Section, regarding advertising and pricing practices employed by Pennfi

V. Contingent Liabilities and Off-Balance-Sheet Obligations In addition to the pending litigation and governmental investigations discussed in Sections III and IV above, our review identified the following contingent liabilities and off-balance-sheet obligations of Pennfield and its subsidiaries that are relevant to the transaction. A. Product Recall Reserve Pennfield has established a reserve of $6,500,000 on its FY