Contract analysis

I. Executive Summary The purpose of this memorandum is to summarize and analyze the fee letter (the "Fee Letter") dated March 24, 2025, executed simultaneously with the Debt Commitment Letter by Falconer National Bank, N.A. ("Falconer") and Dunmore Capital Markets LLC ("Dunmore," and together with Falconer, the "Arrangers") in connection with the proposed $980,000,000 take-private acquisition (the "Acquisition") of P

II. Background and Transaction Context A. Transaction Overview Harrowgate Private Equity Fund IV LP, a Delaware limited partnership managed by Harrowgate Capital Partners LLC (with approximately $4.8 billion in Fund IV commitments and approximately $14.2 billion in firm-wide assets under management), is acquiring Pennfield Holdings, Inc. (Nasdaq: PNFD), a Delaware corporation and specialty retailer focused on outdoor

III. Summary of Fee Letter Terms Set forth below is a detailed summary of each category of fees and economic terms contained in the Fee Letter. A. Arrangement and Structuring Fees Arrangement Fee. The Fee Letter provides for an arrangement fee payable to the Arrangers in connection with their origination, structuring, and syndication of the Facilities. The arrangement fee is allocated between the Arrangers as follows

IV. Analysis and Commentary A. Market Benchmarking Based on our review of recent precedent transactions and publicly available leveraged loan market data, as well as input from Ridgepoint Partners LLC (Marcus Hale and Priya Chandrasekaran), the arrangement fees, upfront fees/OID, commitment fees, and administrative agent fees set forth in the Fee Letter appear to be consistent with market practice for leveraged buyou

V. Summary of Fee Amounts The following table summarizes all fee categories set forth in the Fee Letter, together with the estimated dollar amounts, payees, and payment timing: The total estimated pre-closing and closing fee amount of approximately $17,300,000 to $17,400,000 represents a component of the estimated $60,000,000 in aggregate transaction costs reflected in the Sources and Uses framework. The remaining ap

VI. Open Items and Recommendations Based on our review and analysis of the Fee Letter, we identify the following open items and provide the corresponding recommendations for the deal team's consideration:

1. Equity Commitment Letter True-Up. Confirm with Jonah Whitfield (Harrowgate Capital Partners LLC) and David Nakamura (Ashford Growth Partners LP) that the Equity Commitment Letter and the Co-Investment Agreement contain mechanics to fund any shortfall in debt proceeds resulting from the Arrangers' exercise of OID flex. If the maximum OID flex is exercised (increasing OID from 100 bps to 200 bps), the net Term Loan

2. Syndication Strategy Coordination. We recommend scheduling a syndication strategy call with Gregory Poole (Falconer), Samantha Reeves (Dunmore), Marcus Hale (Ridgepoint Partners LLC), and the Harrowgate deal team to discuss the marketing strategy, target lender universe, expected timeline for commitments, and the Arrangers' current assessment of the likelihood of flex exercise. Early engagement on syndication stra

3. Funds Flow Integration. All fee amounts reflected in the Fee Letter should be incorporated into the Closing Funds Flow Memorandum and the supporting funds flow spreadsheet, which is being prepared by Megan Chu (Working Associate, Calderwood & Harkness LLP). Wire instructions for Falconer's administrative agent account (for receipt of arrangement fees, structuring fees, and administrative agent fees) and Dunmore's

4. Tax Consultation. We recommend referring the fee deductibility and OID amortization analysis to Sylvia Hartwell (Specialist Partner, Tax Group) for integration into the Tax Structure Memorandum and the Section 338(h)(10) Election Analysis currently under preparation. The tax treatment of debt issuance costs and OID will be relevant to the Sponsor's post-closing cash flow projections and tax planning, including the

5. Confidentiality. We remind the deal team that the Fee Letter and its terms (including, in particular, the specific fee amounts and the Flex Provisions) are confidential and should not be included in any SEC filings (including the proxy statement, Schedule 13E-3, or Schedule 13D), press releases, investor presentations, or communications with Pennfield or its advisors (Calloway, Briggs & Harmon LLP and Whitmore Zan

6. Marketing Period Monitoring. We recommend that the deal team establish a tracking protocol for the fifteen (15) business-day marketing period (expected to commence upon the signing of the Merger Agreement, estimated April 7, 2025) and any Flex Provision exercise notifications received from the Arrangers during such period. Any notice from the Arrangers indicating an intent to exercise pricing flex, OID flex, struc

VII. Conclusion Based on our review, the Fee Letter terms are commercially reasonable and consistent with market practice for a leveraged buyout financing of this size ($640,000,000 in aggregate committed debt) and credit quality (approximately 3.2x net leverage at closing; Pennfield FY 2024 Adjusted EBITDA of $142 million). The aggregate estimated pre-closing and closing fees of approximately $17,300,000 to $17,400,

VIII. Attachments The following documents are attached to this memorandum for reference: Attachment A: Fee Letter dated March 24, 2025, by and among Falconer National Bank, N.A., Dunmore Capital Markets LLC, and Pinnacle Merger Sub, Inc. — CONFIDENTIAL Attachment B: Debt Commitment Letter dated March 24, 2025, by and among Falconer National Bank, N.A., Dunmore Capital Markets LLC, and Pinnacle Merger Sub, Inc. (for r