Contract analysis

I. Executive Summary This memorandum sets forth a comprehensive checklist of all filings required to be made with the U.S. Securities and Exchange Commission (the "SEC") in connection with the proposed take-private acquisition (the "Transaction") of Pennfield Holdings, Inc., a Delaware corporation ("Pennfield" or the "Company") whose shares of common stock are listed on the Nasdaq Global Select Market under the ticke

II. Master Filing Schedule — Overview Table The following table summarizes all SEC filings required in connection with the Transaction, including the applicable form or schedule, the filing party or parties, estimated filing and effective/mailing dates, the current status of each filing, and the responsible party or counsel. This table is intended to serve as a high-level reference; detailed descriptions of each fili

III. Detailed Filing Analysis A. Form 8-K — Merger Agreement Announcement Filing Party: Pennfield Holdings, Inc. Applicable Items: Item 1.01 (Entry into a Material Definitive Agreement); Item 8.01 (Other Events); Item 9.01 (Financial Statements and Exhibits). Filing Deadline: Within four (4) business days of execution of the Agreement and Plan of Merger. The target is to file the Form 8-K on April 7, 2025, the date o

1. Description of the Agreement and Plan of Merger. A summary description of the Agreement and Plan of Merger, dated as of April 7, 2025, among Harrowgate Private Equity Fund IV LP, Pinnacle Merger Sub, Inc., and Pennfield Holdings, Inc., including the structure of the Transaction as a reverse triangular merger in which Merger Sub will merge with and into Pennfield, with Pennfield surviving as a wholly owned subsidia

2. Summary of Material Terms. The Form 8-K will describe the following material terms: • Per-share merger consideration of $15.95 in cash, without interest, for each share of Pennfield common stock (other than excluded shares); • Aggregate merger consideration of approximately $980,000,000; • Reverse triangular merger structure under DGCL § 251; • Conditions to closing, including (a) approval of the Merger by the hol

3. Voting and Support Agreements. A description of the Voting and Support Agreements, entered into concurrently with the execution of the Merger Agreement, by and among HPE Fund IV and each of Catherine Langford (Chief Executive Officer), Derek Simmons (Chief Financial Officer), and Maxwell Dunn (Chief Operating Officer), pursuant to which each such individual has agreed, among other things, to vote all shares of Pen

4. Equity Commitment Letter and Limited Guarantee. A description of the Equity Commitment Letter, pursuant to which HPE Fund IV has committed to contribute equity to Merger Sub in an amount up to $340,000,000 (which includes a $60,000,000 co-investment commitment from Ashford Growth Partners LP and $21,500,000 in management rollover equity), and the Limited Guarantee from HPE Fund IV in favor of Pennfield guaranteein

5. Exhibits. The full text of the Merger Agreement will be filed as an exhibit to the Form 8-K. The press release announcing the Transaction will be filed as Exhibit 99.1. Responsible Party for Preparation. Calloway, Briggs & Harmon LLP (Janet Alcorn, lead partner) in coordination with Patricia Okafor (Pennfield, General Counsel & Corporate Secretary). CBH will prepare the initial draft of the Form 8-K. C&H Role. Cal

IV. Additional SEC-Related Considerations A. Regulation FD Compliance All communications regarding the Transaction prior to the filing and effectiveness of the definitive proxy statement must comply with Regulation FD (Fair Disclosure) under the Exchange Act. Regulation FD prohibits selective disclosure of material nonpublic information by issuers and their agents to securities market professionals and certain other

V. Filing Responsibility Matrix The following matrix sets