Contract analysis

I. ATTENDEE LIST The following individuals are expected to participate in the kick-off call scheduled for April 18, 2022. Dial-in and video conference credentials have been distributed separately by Garrett Simmons. A. Calderwood & Harkness LLP Role: Tax Counsel to Harrowgate / Veldran — Spin-Off Tax Opinion Office: 1301 Avenue of the Americas, 40th Floor, New York, NY 10019 Leonard Cross will serve as the engagement

1. Thornapple McCord LLP — Corporate Counsel to Veldran Office: 227 West Trade Street, Suite 2000, Charlotte, NC 28202 Thornapple McCord LLP is acting as separate corporate counsel to Veldran Industries Holdings, Inc., independent of Whitfield & Gage, in recognition of the controlled-company governance dynamic arising from HPE Fund IV's 62.4% controlling ownership position. Thornapple McCord's engagement is intended

2. Pemberton Rathbone LLP — Independent Auditors and Tax-Return Preparers for Veldran Office: One PPG Place, Suite 1600, Pittsburgh, PA 15222 Pemberton Rathbone LLP serves as Veldran's independent auditors and prepares the federal and state income tax returns for Veldran Industries Holdings, Inc. and its subsidiaries, including Kestrel Precision Controls, Inc. Coordination with Pemberton Rathbone will be essential fo

3. Brackenridge & Co. — Financial Advisor / Investment Bank Office: 383 Madison Avenue, New York, NY 10179 Brackenridge & Co. is serving as financial advisor to Harrowgate and the Veldran Board in connection with the proposed spin-off. Brackenridge is expected to deliver a fairness opinion and provide advisory services on the capital structure of both Veldran and Meridian post-spin. Calderwood & Harkness will need to

4. Veldran Industries Holdings, Inc. — Management Principal Office: 2400 Commerce Park Drive, Suite 500, Charlotte, NC 28217 Veldran management will be required to execute the Representation Letter upon which the Calderwood & Harkness tax opinion will rely. In addition, Veldran management will be key participants in the development and documentation of the corporate business purpose for the spin-off.

5. Dunmore Havens & Associates LLC — Tax Advisor to Prescott Capital Management LP Office: 590 Madison Avenue, 20th Floor, New York, NY 10022 Dunmore Havens & Associates LLC has been engaged by Prescott Capital Management LP (Andrew Kessler, Managing Partner), a minority shareholder of Veldran, as a separate tax advisor in connection with the spin-off. Prescott holds approximately 14.8% of Veldran's outstanding commo

II. AGENDA The following agenda items are organized in the anticipated order of discussion during the kick-off call. Time allocations are approximate and may be adjusted as the discussion warrants. Leonard Cross will chair the call and facilitate transitions between agenda items. Agenda Item 1: Overview of Proposed Transaction Structure Time Allocation: Approximately 20 minutes Lead Presenters: Priya Chandrasekar (Wh

Section 355(b)(2)(C) provides that a trade or business is not treated as meeting the five-year ATB requirement if it was acquired by the distributing corporation or the controlled corporation in a taxable transaction during the five-year pre-distribution period. Factual Issue. Veldran acquired Kestrel Precision Controls, Inc. (a Georgia corporation, EIN: 58-2847193) on June 7, 2019 from Rennick Industrial Partners Fu

Section 355(g) — Disqualified Investment Corporation Analysis. Calderwood & Harkness will confirm that neither Veldran nor Meridian is a "disqualified investment corporation" within the meaning of Section 355(g). This provision denies Section 355 treatment to a distribution if either Distributing or Controlled is a corporation whose investment assets comprise two-thirds or more of the fair market value of its total a

Section 368(a)(1)(D) Reorganization — Control Requirement. Calderwood & Harkness will confirm that the proposed transaction satisfies the requirements for a divisive "D" reorganization under Section 368(a)(1)(D). A critical element is the "control" requirement under Section 368(c), which requires that Distributing (Veldran) own stock possessing at least 80% of the total combined voting power of all classes of stock e