Contract analysis

I. Call Details The kick-off call took place on April 18, 2022, from 2:00 p.m. to 3:45 p.m. (Eastern Daylight Time), and was conducted via video conference. The call was convened at the request of Harrowgate Capital Advisors LLC ("Harrowgate"), acting in its capacity as investment advisor to Harrowgate Private Equity Fund IV, L.P. ("HPE Fund IV"), the controlling shareholder of Veldran Industries Holdings, Inc. ("Vel

II. Attendees The following individuals participated in the kick-off call: A. Calderwood & Harkness LLP (Tax Counsel) • Leonard Cross — Responsible Partner, Tax Department • Sylvia Hartwell — Billing Partner, Tax Department • Garrett Simmons — Lead Associate, Tax Department • Leila Nazari — Working Associate, Tax Department B. Harrowgate Capital Advisors LLC (Client / Investment Advisor to HPE Fund IV) • Christine Ye

III. Overview of Proposed Transaction A. Transaction Structure Diana Fenn opened the substantive portion of the call by describing the proposed transaction at a high level, with Christine Yeung and Priya Chandrasekar providing supplemental detail as needed throughout. Distributing Corporation. Veldran Industries Holdings, Inc. ("Veldran" or "Distributing") is a Delaware corporation (EIN 86-1920347) headquartered at 2

IV. Background on the Parties and Ownership A. Harrowgate Private Equity Fund IV, L.P. Christine Yeung provided background on the Harrowgate fund structure. Harrowgate Private Equity Fund IV, L.P. ("HPE Fund IV") is a Delaware limited partnership with a registered address at 1209 Orange Street, Wilmington, DE 19801, and a principal office at 600 Lexington Avenue, 38th Floor, New York, NY 10022. HPE Fund IV's EIN is 8

V. Strategic Rationale for the Spin-Off A. Presentation by Fenn and Yeung Diana Fenn described two preliminary business purposes for the spin-off, which she characterized as the principal strategic rationale motivating the Board's consideration of the transaction:

1. Independent Capital-Allocation Strategies. Each business — Engineered Coatings and Precision Flow Solutions — would be able to pursue distinct investment, M&A, and capital-return strategies tailored to its respective end markets without competition for internal resources. Fenn noted that the two businesses serve fundamentally different customer bases and face different competitive dynamics, and that their capital

2. Management Focus and Operational Efficiency. The separation would allow each management team to focus exclusively on its respective business, improve strategic clarity for employees, customers, and investors, and enhance operational decision-making. Fenn observed that the Precision Flow Solutions Division has grown significantly since the Kestrel acquisition in 2019, and that the division's operational complexity

VI. Key Tax Issues Identified by Leonard Cross Leonard Cross provided an overview of the principal federal income tax issues that Calderwood & Harkness has identified on a preliminary basis. Cross emphasized that this was an initial identification of issues based on the facts as presented on the call, and that the analysis would be refined as diligence materials are received and reviewed. The key issues are summarize

VII. Scope of Calderwood & Harkness's Engagement and Work Allocation A. Calderwood & Harkness's Deliverables Based on the discussion during the kick-off call, Calderwood & Harkness's engagement will encompass the following deliverables:

1. Tax Opinion Letter. A "should" level tax opinion letter under IRC §§ 355 and 368(a)(1)(D), to be addressed to the Board of Directors of Veldran Industries Holdings, Inc. and to Harrowgate Private Equity Fund IV, L.P. The opinion will address the qualification of the Contribution as a tax-free reorganization under Section 368(a)(1)(D) and the qualification of the Distribution as a tax-free distribution under Sectio

2. Representation Letter. A Representation Letter to be prepared by Calderwood & Harkness for execution by officers of Veldran Industries Holdings, Inc. and Harrowgate Capital Advisors LLC (on behalf of HPE Fund IV). The Representation Letter will contain the factual representations on which the tax opinion will be based, including representations regarding business purpose, the absence of a Section 355(e) "plan," th

3. Internal Analysis Memoranda. Calderwood & Harkness will prepare internal analysis memoranda covering all key tax issues, including: Section 355(b) active trade or business (with a focus on the Kestrel acquisition); Section 355(e) plan analysis; business purpose; device test; Section 355(d); continuity of interest and Section 368(a)(1)(D) qualification; and state and local tax considerations.

4. Tax Matters Provisions. Calderwood & Harkness will draft the Tax Matters provisions for insertion into the Separation Agreement to be prepared by Whitfield & Gage LLP. These provisions will address, among other things, the allocation of tax liabilities, the treatment of pre-closing and post-closing tax periods, the handling of tax refunds, and the procedures for tax contests and audits.

5. Tax Sharing Agreement. Calderwood & Harkness will prepare a draft Tax Sharing Agreement (initially in outline form with key terms), which will govern the ongoing tax-related obligations and rights between Veldran and Meridian following the spin-off, including indemnification obligations, restrictions on certain post-spin transactions that could jeopardize the tax-free treatment of the spin-off, and information-sha

VIII. Debt / Capital Structure Considerations Priya Chandrasekar raised the issue of lender and bondholder consents in connection with the proposed spin-off, given Veldran's existing funded indebtedness. First Lien Term Loan B. The $1.1 billion First Lien Term Loan B, for which Ashfield National Bank, N.A. serves as administrative agent, is expected to contain covenants that could be triggered by the spin-off, includ

IX. Workplan and Timeline A. Immediate Next Steps (April–May 2022) The following immediate next steps were agreed upon during the call: April 25, 2022 — Tax Diligence Information Request List. Calderwood & Harkness (Simmons and Nazari) will prepare and circulate an initial tax diligence information request list to Veldran management (Philip Crundell and Rita Subramanian) and to Whitfield & Gage (Priya Chandrasekar).

X. Open Items and Action Items The following action items were identified during the call:

XI. Confidentiality and Privilege This memorandum is prepared as attorney work product in connection with Calderwood & Harkness LLP's engagement (Engagement No. 1003-00005; Matter Code HRW-SPIN-001) to render a tax opinion in connection with the proposed spin-off of the Precision Flow Solutions Division of Veldran Industries Holdings, Inc. into Meridian Flow Technologies, Inc. This memorandum is subject to the attorn