Contract analysis

1. Call Details The conference call that is the subject of this memorandum took place on August 15, 2022, beginning at 3:00 p.m. (Eastern) and concluding at approximately 4:25 p.m. (Eastern). The call was conducted via videoconference and was convened at the request of Christine Yeung, General Counsel of Harrowgate Capital Advisors LLC ("Harrowgate Advisors"), in its capacity as investment manager and general partner

2. Attendees The following individuals participated in the call: Calderwood & Harkness LLP • Leonard Cross — Responsible Partner, Tax Department • Sylvia Hartwell — Billing Partner, Tax Department • Garrett Simmons — Lead Associate, Tax Department Harrowgate Capital Advisors LLC (on behalf of Harrowgate Private Equity Fund IV, L.P.) • Marcus Adler — Founding Partner & Chairman • Diana Fenn — Managing Partner & Chief

3. Purpose of Call The call was convened at Harrowgate's request to discuss two interrelated issues that had arisen since the circulation of Calderwood & Harkness's first draft tax opinion letter on August 5, 2022: (i) the sufficiency of the articulated business purposes for the proposed pro rata spin-off of one hundred percent (100%) of the common stock of Meridian Flow Technologies, Inc. ("Meridian" or "SpinCo") to

4. Summary of Discussion 4.1 Market Conditions and Timing Concerns Marcus Adler opened the substantive portion of the call by directing the group's attention to recent developments in the industrial-sector equity markets. Mr. Adler noted that industrial-sector equity valuations had deteriorated materially during mid-2022, driven by macroeconomic headwinds that included, among other factors, persistent inflationary pr

5. Open Items and Next Steps No decision was reached on the call. The participants agreed that the questions raised during the discussion required further internal deliberation within Harrowgate before a determination could be made regarding the path forward. Christine Yeung stated that she would confer with Marcus Adler and Diana Fenn internally and would revert to Calderwood & Harkness with Harrowgate's determinati

6. Privilege and Confidentiality Notice This memorandum constitutes privileged and confidential attorney work product prepared by Calderwood & Harkness LLP in connection with the rendering of legal advice to Harrowgate Private Equity Fund IV, L.P., Harrowgate Capital Advisors LLC, and Veldran Industries Holdings, Inc. This memorandum is protected by the attorney-client privilege, the work product doctrine, and all ot