Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings ascribed to them below: "Acquisition" means the acquisition of Pennfield Holdings, Inc. by HPE Fund IV through the Merger, together with all related transactions contemplated by the Merger Agreement and this Agreement. "Affiliate" means, with respect to any Person, any other Person that directly or indirectly, through o

Section 1.2 — Interpretation Unless the context otherwise requires, the following rules of construction shall apply to this Agreement: (a) The headings and captions of the articles, sections, and subsections of this Agreement are inserted for convenience of reference only and shall not affect the interpretation or construction of this Agreement. (b) Words in the singular shall include the plural and vice versa, and w

ARTICLE II — CO-INVESTMENT COMMITMENT

Section 2.1 — Co-Investment Commitment (a) Subject to the terms and conditions of this Agreement, Ashford hereby irrevocably commits to contribute $60,000,000 (the "Co-Investment Amount") in cash to fund a portion of the equity required for the Acquisition. The Co-Investment Amount represents approximately 18.84% of the total Sponsor Equity ($318,500,000) and approximately 6.12% of the total funding required for the

Section 2.2 — Use of Proceeds HPE Fund IV shall use the Co-Investment Amount solely to fund, directly or indirectly, (a) the aggregate merger consideration payable to the stockholders of the Company under the Merger Agreement, (b) Transaction Costs incurred in connection with the Acquisition, and (c) amounts required to repay or refinance outstanding indebtedness of the Company at the Closing, in each case in accorda

Section 2.3 — Funding Mechanics (a) HPE Fund IV shall deliver written notice to Ashford (a "Capital Call Notice") in substantially the form attached hereto as Exhibit A no later than five (5) Business Days prior to the anticipated Closing Date. The Capital Call Notice shall specify (i) the Funding Date, (ii) the Co-Investment Amount (as may have been adjusted pursuant to Section 2.4), (iii) complete wire instructions

Section 2.4 — Adjustment to Co-Investment Amount (a) HPE Fund IV shall have the right, in its sole discretion, to reduce the Co-Investment Amount by up to twenty-five percent (25%) (i.e., to not less than $45,000,000) upon not less than fifteen (15) Business Days' prior written notice to Ashford; provided that any such reduction shall be made on a pro rata basis with any corresponding reduction in HPE Fund IV's own e

Section 2.5 — Failure to Fund (a) If Ashford fails to fund all or any portion of the Co-Investment Amount on or before the Funding Date and such failure is not cured within one (1) Business Day after the Funding Date (a "Funding Default"), HPE Fund IV shall have the right, in addition to any other remedies available at law or in equity (including the right to seek specific performance pursuant to Section 12.10), to t

ARTICLE III — REPRESENTATIONS AND WARRANTIES OF CO-INVESTOR Ashford hereby represents and warrants to HPE Fund IV as of the Effective Date and as of the Funding Date (except where a specific date is specified) as follows:

Section 3.1 — Organization and Good Standing Ashford is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. Ashford has all requisite limited partnership power and authority to own, lease, and operate its assets and properties and to carry on its business as currently conducted. Ashford is duly qualified or licensed to do business and is in good standi

Section 3.2 — Authority; Binding Effect Ashford has all requisite limited partnership power and authority to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement by Ashford and the consummation by Ashford of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the

Section 3.3 — No Conflicts The execution, delivery, and performance of this Agreement by Ashford do not and will not (a) violate, conflict with, or result in a breach of any provision of Ashford's certificate of limited partnership, limited partnership agreement, or other organizational documents, (b) violate, conflict with, or result in a breach of any applicable law, statute, ordinance, rule, regulation, judgment,

Section 3.4 — Financial Capacity (a) Ashford has, and will have on the Funding Date, sufficient cash, liquid assets, or uncalled capital commitments available to pay the Co-Investment Amount in full when due and to perform all of its obligations under this Agreement. Ashford has not incurred, and will not incur prior to the Funding Date, any obligation, commitment, or liability that would impair or adversely affect i

Section 3.5 — Accredited Investor; Qualified Purchaser (a) Ashford is an "accredited investor" as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended. (b) Ashford is a "qualified purchaser" as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder. (c) Ashford is a sophisticated investor with subst

Section 3.6 — Investment Intent Ashford is acquiring the equity interests in the post-closing holding structure of the Surviving Company for its own account for investment purposes only and not with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or any other applicable securities laws. Ashford acknowledges that the equity interests have not been and wil

Section 3.7 — Independent Investigation Ashford has conducted its own independent investigation, review, and analysis of the business, operations, assets, liabilities, results of operations, financial condition, and prospects of the Company. In making its decision to enter into this Agreement and to make the co-investment contemplated hereby, Ashford has relied solely on its own investigation and analysis and on the

Section 3.8 — No Brokers No broker, finder, investment bank, financial advisor, or other intermediary (other than Ridgepoint Partners LLC, which serves as HPE Fund IV's financial advisor in connection with the Acquisition) is entitled to any brokerage commission, finder's fee, financial advisory fee, or similar compensation from Ashford or any of its Affiliates in connection with the transactions contemplated by this

ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF LEAD INVESTOR HPE Fund IV hereby represents and warrants to Ashford as of the Effective Date and as of the Funding Date (except where a specific date is specified) as follows:

Section 4.1 — Organization and Good Standing HPE Fund IV is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. HPE Fund IV has all requisite limited partnership power and authority to own, lease, and operate its assets and properties and to carry on its business as currently conducted. The general partner of HPE Fund IV is Harrowgate Capital Partners

Section 4.2 — Authority; Binding Effect HPE Fund IV has all requisite limited partnership power and authority to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement by HPE Fund IV and the consummation by HPE Fund IV of the transactions contemplated hereby have been duly and validly authorized by all necessary a

Section 4.3 — No Conflicts The execution, delivery, and performance of this Agreement by HPE Fund IV do not and will not (a) violate, conflict with, or result in a breach of any provision of HPE Fund IV's certificate of limited partnership, limited partnership agreement, or other organizational documents, (b) violate, conflict with, or result in a breach of any applicable law, statute, ordinance, rule, regulation, ju

Section 4.4 — Merger Agreement (a) HPE Fund IV shall provide Ashford with a complete, true, and correct copy of the Merger Agreement (including all exhibits, schedules, annexes, and disclosure schedules thereto) and all material amendments, waivers, and supplements thereto, promptly (and in any event within two (2) Business Days) following the execution and delivery thereof by the parties to the Merger Agreement. (b)

Section 4.5 — Equity Commitment Letter HPE Fund IV has executed and delivered to Merger Sub the Equity Commitment Letter dated March 27, 2025, pursuant to which HPE Fund IV has committed to contribute $340,000,000 in equity to Merger Sub in connection with the consummation of the Merger. The Equity Commitment Letter is in full force and effect and has not been amended, modified, or terminated. The Co-Investment Amoun

Section 4.6 — Debt Financing The Debt Commitment Letter has been duly executed and delivered by Falconer National Bank, N.A., as Lead Arranger and Administrative Agent, and Dunmore Capital Markets LLC, as Co-Arranger and Joint Bookrunner, and is in full force and effect as of the Effective Date. The Debt Commitment Letter provides for aggregate committed debt financing of $640,000,000, consisting of (a) a $490,000,00

Section 4.7 — R&W Insurance HPE Fund IV has bound a buyer-side representations and warranty insurance policy (the "R&W Insurance Policy") with Meridian Specialty Insurance Company in connection with the Acquisition. The R&W Insurance Policy has a total policy limit of $100,000,000 and a retention (self-insured amount) of $9,800,000. The R&W Insurance Policy is in full force and effect as of the Effective Date and has

ARTICLE V — CONDITIONS TO CO-INVESTOR'S OBLIGATION TO FUND

Section 5.1 — Conditions Precedent Ashford's obligation to fund the Co-Investment Amount on the Funding Date is subject to the satisfaction (or waiver by Ashford in writing) of each of the following conditions: (a) Execution of Merger Agreement. The Merger Agreement shall have been duly executed and delivered by all parties thereto (HPE Fund IV, Merger Sub, and the Company) and shall be in full force and effect and s

Section 5.2 — Waiver of Conditions Ashford may waive any or all of the conditions set forth in Section 5.1 at any time, in whole or in part, by delivering a written waiver to HPE Fund IV. Any such waiver shall be effective only if set forth in a written instrument signed by Ashford. No waiver of any condition shall be deemed a waiver of any other condition, whether or not similar, and no waiver shall constitute a con

Section 6.1 — Information Rights (a) From the Effective Date until the earlier of the Closing Date or the termination of this Agreement, HPE Fund IV shall provide Ashford with: (i) copies of all material notices, correspondence, filings, and communications under or relating to the Merger Agreement, including without limitation any filings with the Securities and Exchange Commission (including Schedule 13E-3, the prel

Section 6.2 — Consent Rights HPE Fund IV shall not, without Ashford's prior written consent (which consent shall not be unreasonably withheld, conditioned, or delayed), take any of the following actions: (a) Amend or waive any material provision of the Merger Agreement, including without limitation (i) the aggregate merger consideration of $980,000,000, (ii) the per-share merger consideration of $15.95, (iii) the ind

Section 6.3 — Confidentiality (a) Each Party shall maintain in strict confidence and shall not disclose, publish, or disseminate to any Person (other than as expressly permitted herein) any non-public information regarding (i) the Acquisition (including the terms and conditions of the Merger Agreement, the Debt Commitment Letter, and the Equity Commitment Letter), (ii) this Agreement (including the existence, terms,

Section 6.4 — Exclusivity; Restrictions on Transfer (a) Ashford shall not, directly or indirectly, transfer, assign, pledge, hypothecate, encumber, or otherwise dispose of any of its rights or obligations under this Agreement to any Person without the prior written consent of HPE Fund IV, which consent may be withheld in HPE Fund IV's sole discretion; provided, however, that Ashford may assign its rights and delegate

Section 6.5 — Cooperation Each Party shall use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, or advisable under applicable laws, regulations, and agreements to consummate and make effective the transactions contemplated by this Agreement, including (a) executing and delivering such additional instruments, documents, and agreeme

Section 6.6 — Expense Sharing (a) Ashford shall bear its pro rata share (based on the Co-Investment Percentage) of the Transaction Costs, which are estimated at approximately $60,000,000 as of the Effective Date. Transaction Costs include, without limitation, legal fees, financial advisory fees, accounting and auditing fees, due diligence costs, debt financing fees (including commitment fees, arrangement fees, and un

ARTICLE VII — TAG-ALONG AND DRAG-ALONG RIGHTS

Section 7.1 — Tag-Along Rights (a) If, at any time following the Closing, HPE Fund IV or any of its Affiliates proposes to transfer, sell, assign, or otherwise dispose of all or any portion of its equity interests in the Surviving Company (or in any holding entity through which HPE Fund IV holds its equity interests in the Surviving Company) to a third party that is not an Affiliate of HPE Fund IV (a "Tag-Along Sale"

Section 7.2 — Drag-Along Rights (a) If, at any time following the Closing, HPE Fund IV proposes to sell, transfer, or otherwise dispose of one hundred percent (100%) of its equity interests in the Surviving Company (or in any holding entity through which HPE Fund IV holds its equity interests in the Surviving Company) to a bona fide third-party buyer in an arm's-length transaction (a "Drag-Along Sale"), HPE Fund IV s

Section 7.3 — Pre-Emptive Rights (a) If, at any time following the Closing, HPE Fund IV (or any holding entity through which HPE Fund IV holds its equity interests in the Surviving Company) proposes to issue or sell additional equity interests in the post-closing holding structure (including common equity, preferred equity, warrants, options, or other equity-linked securities), Ashford shall have the right (but not t