Contract analysis

I. Executive Summary This memorandum summarizes the findings of Calderwood & Harkness LLP's review of the material commercial contracts of Pennfield Holdings, Inc. ("Pennfield," the "Company," or the "Target"), a publicly traded specialty retailer listed on the Nasdaq Global Select Market under the ticker symbol PNFD. This review has been conducted in connection with the proposed take-private acquisition of Pennfield

II. Scope and Methodology A. Scope of Review The contracts reviewed in connection with this memorandum were produced by Pennfield into the Project Summit virtual data room hosted on the Thackeray Solutions platform. Our review encompassed contracts contained in the following data room folders: • Material Contracts (Folder 4.0) • Supply & Procurement (Folder 4.1) • Vendor Agreements (Folder 4.2) • Customer Agreements

1. Our review is based solely on documents produced to the Project Summit data room as of March 24, 2025. Pennfield may have additional contracts that have not yet been uploaded to the data room or that were not identified as material by the Company's management or outside counsel. We have requested supplemental production of any outstanding material contracts and will update our analysis upon receipt.

2. We have not reviewed any oral agreements, informal understandings, or course-of-dealing arrangements unless such arrangements are referenced in the written contracts produced to the data room. We note that Patricia Okafor has represented to us that Pennfield does not have any material oral agreements, but we have not independently verified this representation.

3. Tax, environmental, employee benefit, and ERISA-governed contracts and arrangements are being reviewed separately by Sylvia Hartwell and the applicable specialist teams within Calderwood & Harkness LLP. Those categories of agreements are excluded from this memorandum.

4. As noted above, credit agreements, executive employment agreements, commercial leases, and equity incentive plans are addressed in the separate Change of Control Analysis memorandum and are excluded from this memorandum.

5. Our analysis of governing law provisions is general in nature. Where specific questions of contract interpretation arise under the laws of jurisdictions other than Delaware and New York, we recommend engagement of local counsel as appropriate.

III. Summary of Key Findings by Contract Category A. Supply Agreements

1. Overview. Pennfield maintains approximately 85 active supply agreements for inventory, raw materials, components, and finished goods that support the Company's 187 company-owned retail stores, 22 outlet locations, and e-commerce operations across 34 states. The Company's supply chain encompasses domestic and international suppliers providing a range of product categories, including outdoor and adventure apparel, f

2. Top Supplier Agreements — Change of Control / Assignment Provisions Pennfield's supply chain is moderately concentrated, with the Company's top three suppliers collectively accounting for approximately $280 million in annual procurement spend. The following is a summary of the most significant supply agreements reviewed, organized by estimated annual spend and strategic importance: (a) Ridgecrest Outdoor Products,

3. Exclusivity and Volume Commitments Certain supply agreements contain exclusivity provisions that require Pennfield to source specified product categories exclusively from the designated counterparty. The following exclusivity provisions were identified: • Ridgecrest Outdoor Products, Inc.: Section 5.1 of the Master Supply Agreement grants Ridgecrest exclusive supplier status for the "premium outerwear" and "techni

4. Most-Favored-Nation (MFN) Pricing Clauses Approximately 4 of the supply agreements reviewed contain MFN pricing provisions. These provisions generally require the supplier to offer Pennfield pricing that is no less favorable than the pricing offered to other comparable national specialty retailers purchasing similar volumes of similar products. The MFN provisions are found in the agreements with Ridgecrest Outdoor

5. Risk Assessment and Recommendations Based on our review, high-priority consents are needed from approximately 6 supply agreement counterparties prior to or promptly after closing. These counterparties are Ridgecrest Outdoor Products, Inc., Summit Trail Manufacturing Co., Cascadia Gear Solutions, Inc., Ironwood Textiles International Ltd., and two additional suppliers whose agreements contain clearly triggered chan

1. Overview. We reviewed approximately 45 vendor and professional services agreements covering a range of operational functions, including logistics and warehousing operations, IT infrastructure and managed services, payment processing, marketing and advertising services, store maintenance and facilities management, and consulting services. These agreements are distinct from the supply agreements discussed in Section

2. Key Vendor Agreements — Change of Control / Assignment Provisions The following vendor agreements were identified as containing change of control or anti-assignment provisions that may be triggered by the merger: (a) Mercer Logistics Group, Inc. — Logistics and Warehousing Services Agreement. Pennfield is party to a Logistics Services Agreement dated August 1, 2021, as amended, with Mercer Logistics Group, Inc. ("

3. Termination for Convenience Provisions Approximately 12 of the 45 vendor agreements reviewed contain termination-for-convenience clauses that are exercisable by either party upon 30 to 90 days' prior written notice. While these provisions are not directly triggered by the merger (i.e., the merger itself does not constitute an exercise of the termination-for-convenience right), they create a risk that vendors could

4. Risk Assessment and Recommendations Based on our review, high-priority consents are needed from approximately 3 vendor counterparties: Mercer Logistics Group, Inc., Clearpath Payment Solutions, Inc., and Sentinel Shield IT Services, LLC. The aggregate annual spend represented by these 3 high-priority vendor agreements is approximately $53 million. The payment processing and logistics/warehousing agreements are fla

1. Overview. Pennfield operates primarily through company-owned retail locations — 187 full-line stores and 22 outlet locations, for a total of 209 company-operated locations across 34 states. The Company does not operate a franchise model for its retail stores and has no franchise agreements in place. Accordingly, Pennfield is not subject to federal or state franchise disclosure requirements in connection with the o

2. Inbound License Agreements (Third-Party Brands Licensed to Pennfield) We reviewed the 9 active inbound license agreements produced to the data room. Of these, 4 inbound licenses contain change of control provisions or anti-assignment clauses that would be triggered by the merger. The most significant of these are discussed below. (a) TrailForge Footwear, Inc. — Co-Branded Outdoor Footwear License. Pennfield is par

3. Outbound License Agreements (Pennfield Brands Licensed to Third Parties) We reviewed 3 outbound international distribution and license agreements under which Pennfield licenses its trademarks and brand names to third-party distributors for sales in markets outside the United States: (a) Sterling Pacific Distribution Ltd. — Asia-Pacific License. Pennfield is party to a Distribution and Trademark License Agreement d

4. Risk Assessment and Recommendations Based on our review, high-priority consents are needed for approximately 4 inbound license agreements (TrailForge Footwear, Alpine Innovations, Pineridge Sports Brands, and Westbound Heritage). One additional outbound license consent (Sterling Pacific Distribution) should be obtained as a medium-priority item. The aggregate annual royalty payments under the 4 high-priority inbou

1. Overview. Pennfield's revenue is primarily generated through retail store and e-commerce sales to individual consumers. The Company does not maintain traditional long-term customer contracts in its business-to-consumer ("B2C") channel. Individual retail transactions are conducted at the point of sale subject to the Company's standard terms of sale, return and exchange policy, and privacy policy, none of which cont

2. Key B2B / Institutional Customer Contracts The following B2B and institutional customer contracts were identified as significant: (a) Peakview Recreation Corp. — Corporate Sales Program Agreement. Pennfield is party to a Corporate Sales Program Agreement dated June 1, 2023, with Peakview Recreation Corp. ("Peakview"), a major outdoor recreation company that purchases Pennfield-branded apparel and gear for employee

3. E-Commerce Platform and Marketplace Agreements Pennfield operates a proprietary e-commerce platform (pennfield.com) and also sells through third-party online marketplaces. The Company does not have individualized customer contracts with e-commerce purchasers; all sales are made subject to the Company's standard website terms and conditions and privacy policy. With respect to third-party marketplace agreements, we

4. Gift Card and Loyalty Program Obligations Pennfield operates a customer loyalty program ("Pennfield Rewards") and has outstanding gift card liabilities. The loyalty program and gift card program are administered under an agreement with ValueServe Processing, Inc. ("ValueServe"), a third-party gift card and loyalty program processor. The agreement has an initial term of three years, expiring December 31, 2025, with

5. Risk Assessment and Recommendations The overall risk in the customer agreement category is low. No high-priority consents are required from customer counterparties. We recommend the following actions: • Provide post-closing notice to the State of Colorado and State of Oregon contracting agencies regarding the change in corporate ownership. • Provide post-closing notice to Marketplace A within 15 business days of c

1. Overview. We reviewed approximately 8 distribution and logistics contracts that are separate from the vendor agreements addressed in Section III.B above. These contracts cover Pennfield's distribution center operations (from a logistics services perspective; the real property lease aspects are addressed in the Real Estate & Lease Portfolio Summary), freight and transportation services, and last-mile delivery partn

2. Key Distribution Agreements (a) Distribution Center Operating Agreements. Pennfield leases and operates 2 distribution centers: (i) a 425,000-square-foot facility in Bethlehem, Pennsylvania (the "East Coast DC"), and (ii) a 310,000-square-foot facility in Sparks, Nevada (the "West Coast DC"). The real property lease terms for both facilities are addressed in the Real Estate & Lease Portfolio Summary. The logistics