Contract analysis

I. Executive Summary Calderwood & Harkness LLP has been engaged as buyer's counsel to Harrowgate Private Equity Fund IV LP ("HPE Fund IV") in connection with the proposed take-private acquisition of Pennfield Holdings, Inc. ("Pennfield"), a Delaware corporation whose shares are listed on the Nasdaq Global Select Market under the ticker symbol PNFD. The aggregate merger consideration is approximately $980,000,000, rep

II. Background on the Transaction A. Parties

1. Acquiring Person — Harrowgate Private Equity Fund IV LP The acquiring person is Harrowgate Private Equity Fund IV LP, a Delaware limited partnership formed for the purpose of making private equity investments. Key details are as follows: • Entity Name: Harrowgate Private Equity Fund IV LP • Jurisdiction of Formation: State of Delaware • Entity Type: Limited Partnership • General Partner: Harrowgate Capital Partner

2. Merger Sub — Pinnacle Merger Sub, Inc. Pinnacle Merger Sub, Inc. is a Delaware corporation newly formed as a wholly owned subsidiary of HPE Fund IV for the sole purpose of effecting the merger transaction contemplated herein. Merger Sub has no assets, liabilities, or operations other than those incidental to its formation and the execution of the Merger Agreement. Key details are as follows: • Entity Name: Pinnacl

3. Target / Acquired Person — Pennfield Holdings, Inc. The acquired person is Pennfield Holdings, Inc., a Delaware corporation whose common stock is listed on the Nasdaq Global Select Market. Key details are as follows: • Entity Name: Pennfield Holdings, Inc. • Jurisdiction of Incorporation: State of Delaware • Entity Type: Corporation • Stock Exchange: Nasdaq Global Select Market • Ticker Symbol: PNFD • CUSIP: 70823

4. Co-Investor — Ashford Growth Partners LP Ashford Growth Partners LP ("Ashford") is committing $60,000,000 of equity capital to the transaction as a co-investor alongside HPE Fund IV. Ashford is a growth-oriented private equity fund with approximately $2.3 billion in assets under management, headquartered in Greenwich, Connecticut. The principal contact for Ashford is David Nakamura, Partner. The analysis of whethe

5. Debt Financing Sources The acquisition is being financed in part by committed debt facilities totaling $640 million, arranged by the following financial institutions: • Falconer National Bank, N.A. — Lead Arranger and Administrative Agent • Dunmore Capital Markets LLC — Co-Arranger and Joint Bookrunner The committed debt consists of: (i) a $490 million Senior Secured Term Loan B (the "Term Loan"); and (ii) a $150

1. Merger Sub, a newly formed, wholly owned subsidiary of HPE Fund IV, will merge with and into Pennfield (the "Merger").

2. Following the effective time of the Merger, Pennfield will survive as the surviving corporation and will become an indirect wholly owned subsidiary of HPE Fund IV. Merger Sub will cease to exist as a separate entity.

3. At the effective time of the Merger, each outstanding share of Pennfield common stock (other than shares held by Pennfield as treasury stock, shares owned by Merger Sub, HPE Fund IV or any of their respective affiliates, and shares held by stockholders who properly exercise and perfect their appraisal rights under DGCL § 262) will be converted into the right to receive $15.95 per share in cash, without interest.

4. The aggregate merger consideration is $980,000,000, calculated as follows: $15.95 per share multiplied by 61,450,000 fully diluted shares of Pennfield common stock (comprising 58,200,000 basic shares outstanding plus 3,250,000 shares underlying outstanding stock options and restricted stock units).

5. Certain members of Pennfield's senior management team will roll over a portion of their existing equity into the post-closing entity. Specifically: • Catherine Langford, Chief Executive Officer — $12,500,000 • Derek Simmons, Chief Financial Officer — $5,000,000 • Maxwell Dunn, Chief Operating Officer — $4,000,000 • Total Management Rollover: $21,500,000 (approximately 2.2% of total equity value)

6. The definitive Agreement and Plan of Merger is expected to be executed on or about April 7, 2025, with a public announcement to follow on the same date. C. Timeline Context The anticipated transaction timeline is as follows: The filing timeline described herein is designed to ensure that HSR clearance is obtained well in advance of the anticipated stockholder vote and closing, while also providing a substantial bu

III. HSR Act Applicability Analysis A. Statutory Framework

Section 7A of the Clayton Act, as added by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, 15 U.S.C. § 18a, requires that persons contemplating certain mergers, acquisitions, or transfers of voting securities or assets file pre-merger notification with both the Federal Trade Commission and the Antitrust Division of the United States Department of Justice (the "DOJ") and observe a statutory waiting period be

IV. Filing Obligations and Parties A. Acquiring Person — Ultimate Parent Entity Determination Under the HSR Act and its implementing rules, the "person" required to file a pre-merger notification is identified by reference to its "ultimate parent entity" or "UPE." The UPE is defined as the entity that is not controlled by any other entity. 16 C.F.R. § 801.1(a)(3). For purposes of the HSR rules, "control" of a corpora

1. Pinnacle Merger Sub, Inc. — 100% owned by HPE Fund IV. Merger Sub is controlled by HPE Fund IV.

2. Harrowgate Private Equity Fund IV LP — HPE Fund IV is a limited partnership. Under the FTC's Premerger Notification Office informal interpretations and standard practice, the general partner of a limited partnership is typically treated as the entity that controls the partnership for HSR purposes, because the general partner manages the affairs of the partnership and holds the right to manage its assets. According

3. Harrowgate Capital Partners IV GP LLC — HPE IV GP is a Delaware LLC. The controlling member or members of the GP LLC must be identified. Based on the organizational documents reviewed by this office, HCP (Harrowgate Capital Partners LLC) is the sole managing member of HPE IV GP and holds 100% of the membership interests in HPE IV GP. Accordingly, HCP controls HPE IV GP.

4. Harrowgate Capital Partners LLC — HCP is itself a Delaware LLC. The final step in the UPE determination requires identifying whether any natural person or entity controls HCP. If Nathaniel Cross (Managing Partner and Co-Founder of HCP) holds 50% or more of the membership interests (or 50% or more of the rights to profits or dissolution assets) of HCP, then Mr. Cross would be the UPE as a natural person. If no sing

V. Filing Fee Calculation The HSR Act requires the payment of a filing fee at the time the pre-merger notification form is submitted. The filing fee is determined by a tiered fee schedule based on the "aggregate total amount of voting securities and assets" to be held by the acquiring person as a result of the reported transaction. The fee schedule is adjusted annually pursuant to the Merger Filing Fee Modernization

VI. Notification Form — Key Items A. Item 4(c) and 4(d) Documents The HSR notification form requires the production of certain categories of documents as part of the filing. Prompt identification, collection, and review of these documents is critical to meeting the targeted filing date. Item 4(c) Documents. Item 4(c) of the HSR Notification and Report Form requires the submission of all studies, surveys, analyses, an

VII. Waiting Period A. Standard Initial Waiting Period Upon the filing of HSR notification forms by both the acquiring person and the acquired person, a statutory waiting period commences during which the transaction may not be consummated. For cash tender offers and certain other acquisitions described in 15 U.S.C. § 18a(b)(1)(A), the initial waiting period is 15 calendar days. For all other transactions, including

1. The initial 30-day waiting period is extended indefinitely.

2. A new 30-day waiting period begins only after both parties have certified substantial compliance with the second request.

3. Compliance with a second request is a substantial undertaking, typically involving the production of large volumes of documents and data, the preparation of narrative responses, and the presentation of witnesses for investigational hearings. Depending on the scope of the second request and the volume of responsive materials, the compliance period typically ranges from 3 to 6 months from the date of issuance.

4. The practical effect of a second request is to delay transaction closing by a minimum of approximately 4 to 7 months from the original filing date. Assessment of Likelihood of a Second Request: Based on the antitrust risk assessment prepared separately by this office (see memorandum from E. Forsythe dated April 2, 2025), the risk that the reviewing agency will issue a second request in connection with the proposed

1. Fragmented Market. Pennfield operates in the specialty retail market for outdoor lifestyle, sporting goods, and adventure apparel. This market is highly fragmented, with numerous national, regional, and local competitors — including Quillon Enterprises, Penrose & Co. / Hollowell Corporation, Aldermere Industries, Ridgeline Corporation, Brightwater Group retail locations, Drayton Corporation retail locations, and h

2. No Horizontal Overlap. Harrowgate's existing portfolio of companies across HPE Funds I through IV and affiliated co-investment vehicles does not include any entity operating in the sporting goods, outdoor retail, or closely adjacent product markets. The absence of horizontal overlap between the acquiring and acquired persons significantly reduces the risk of competitive concerns.

3. Valuation Metrics Within Normal Range. The implied enterprise value-to-EBITDA multiple of approximately 6.9x ($980 million ÷ $142 million FY 2024 EBITDA) is within the normal range for mid-market specialty retail acquisitions and does not suggest a transaction premised on the exercise or acquisition of market power.

4. No Vertical Concerns. The transaction does not present vertical integration or input-foreclosure concerns. Pennfield is a downstream retailer and does not manufacture or distribute the products it sells (with the exception of its private-label lines, which are contract-manufactured by third parties). Harrowgate's existing portfolio does not include any manufacturer or distributor of sporting goods, outdoor apparel

5. Domestic Transaction. No non-U.S. merger control filings are required, as Pennfield has no foreign operations. The absence of international jurisdictional overlaps further simplifies the regulatory profile of the transaction. While a second request cannot be entirely ruled out — particularly given the current antitrust enforcement environment and the FTC's focus on private equity roll-up strategies — the specific

VIII. Recommended Filing Timeline The following table sets forth the recommended timeline for the HSR filing process and related action items: All dates are subject to adjustment based on the actual date of Merger Agreement execution and any developments in the regulatory review process.

IX. Gun-Jumping and Pre-Closing Conduct Considerations The HSR Act prohibits the consummation of a reportable acquisition prior to the expiration or earlier termination of the applicable waiting period. 15 U.S.C. § 18a(a). A violation of this prohibition — commonly referred to as "gun-jumping" — can result in the imposition of civil penalties of up to $51,744 per day of violation (as adjusted for inflation, 2025 maxi

1. Independent Operations. Harrowgate and Pennfield must continue to operate as independent, competing (or otherwise separate) entities throughout the pre-closing period. Harrowgate should not direct, influence, or control Pennfield's day-to-day business operations, including pricing decisions, product assortment, vendor negotiations, hiring and termination decisions, store openings or closures, capital expenditures,

2. Information Sharing. While certain information sharing between the parties is necessary and appropriate for integration planning and due diligence purposes, competitively sensitive information (such as detailed pricing data, customer lists, supplier terms, and forward-looking competitive strategies) should be shared only on a need-to-know basis and subject to appropriate confidentiality protections and clean-team

3. No Operational Directives. Harrowgate should not issue directives to Pennfield's management regarding operational matters. The management rollover participants (Catherine Langford, Derek Simmons, and Maxwell Dunn) should continue to exercise their independent business judgment in managing Pennfield's operations during the pre-closing period.

4. No-Shop Covenant. The no-shop covenant in the Merger Agreement restricts Pennfield from soliciting, initiating, or encouraging competing acquisition proposals, subject to customary fiduciary-out provisions. This covenant is a standard feature of definitive merger agreements and does not constitute operational integration or the exercise of control by Harrowgate. The no-shop covenant does not raise gun-jumping conc

5. Integration Planning. Harrowgate may engage in pre-closing integration planning activities, including the development of transition plans, the identification of operational synergies, and the preparation of post-closing governance and management structures. Such planning activities are permissible provided they do not involve the actual implementation of integration steps or the exercise of operational control pri

X. Non-U.S. Merger Control Filings We have assessed whether the proposed acquisition triggers mandatory pre-merger notification requirements in any jurisdiction outside the United States and have determined that no non-U.S. merger control filings are required. This conclusion is based on the following facts: • Pennfield has no operations outside the United States. All 209 of its retail locations are located within th

XI. Conclusion and Recommendations Based on our analysis set forth above, we summarize our conclusions and recommendations as follows:

1. Filing Required. Both Harrowgate Private Equity Fund IV LP (as the acquiring person) and Pennfield Holdings, Inc. (as the acquired person) are required to file pre-merger notification forms under the HSR Act prior to the consummation of the proposed Merger. The transaction satisfies the commerce test and the size-of-transaction test, and no exemption from the filing requirements applies. The size-of-person test is

2. Filing Fee. The applicable filing fee under the 2025 HSR Act fee schedule is $280,000, payable solely by HPE Fund IV (the acquiring person) at the time of filing.

3. Recommended Filing Date. We recommend filing the HSR notification forms on or about April 8, 2025, the business day immediately following the anticipated execution and public announcement of the Merger Agreement on April 7, 2025.

4. Expected Clearance. Assuming both parties file on April 8, 2025, the initial 30-day waiting period is expected to expire on approximately May 8, 2025, absent early termination or the issuance of a second request.

5. Second Request Risk. The risk of a second request is assessed as low, based on the highly fragmented nature of the specialty retail market in which Pennfield operates, the absence of horizontal overlap between Pennfield and Harrowgate's existing portfolio companies, the absence of vertical integration or foreclosure concerns, and the domestic-only profile of the transaction.

6. Immediate Action Items. The following steps should be taken promptly: (a) Document Collection. Begin collection and review of Item 4(c) and 4(d) documents from HCP investment professionals (Talmadge, Whitfield, Cross) and Ridgepoint Partners LLC (Hale, Chandrasekaran). Target completion: April 7, 2025. (b) UPE Confirmation. Review HCP LLC Agreement and confirm the ultimate parent entity determination for the acqui

XII. Contact Information Questions regarding HSR filing obligations, antitrust analysis, and related regulatory matters should be directed to: Elaine Forsythe Specialist Partner, Antitrust & Competition Calderwood & Harkness LLP One Liberty Plaza, 55th Floor New York, New York 10006 Telephone: (212) 558-7200 Email: eforsythe@calderwoodharkness.com Deal team contacts at Calderwood & Harkness LLP: Oliver Mackenzie Resp

XIII. Confidentiality and Privilege Legend This memorandum constitutes a confidential attorney-client communication and attorney work product prepared by Calderwood & Harkness LLP for Harrowgate Private Equity Fund IV LP in connection with the proposed acquisition of Pennfield Holdings, Inc. (Calderwood & Harkness Matter No. 1003-00004, Project Summit). This memorandum is protected from disclosure by the attorney-cli