Contract analysis

Section 1: Nature of Proposed Engagement Calderwood & Harkness LLP has been asked to serve as tax counsel to Harrowgate Private Equity Fund IV, L.P. ("HPE Fund IV") and Veldran Industries Holdings, Inc. ("Veldran") in connection with a proposed tax-free spin-off of Veldran's Precision Flow Solutions Division into a newly formed entity, Meridian Flow Technologies, Inc. ("Meridian" or "SpinCo"). The proposed engagement

Section 2: Identification of Client The client of record for purposes of this engagement is as follows: Client of Record: Harrowgate Private Equity Fund IV, L.P. • Entity Type: Delaware limited partnership • Employer Identification Number (EIN): 84-3291067 • Registered Address: 1209 Orange Street, Wilmington, Delaware 19801 • Principal Office: 600 Lexington Avenue, 38th Floor, New York, New York 10022 • Fund Size: $6

Section 3: Parties Screened for Conflicts All of the following entities and individuals have been submitted to the firm's Conflict Management System ("CMS") for screening. This memorandum organizes the screened parties by category in accordance with firm conflict-checking protocols. Each entity has been assigned a sequential reference number for ease of identification throughout this memorandum. 3.1 Client Entities a

Section 4: Transaction Context and Potential Conflict Considerations This section sets forth the engagement team's analysis of the potential conflict considerations associated with the proposed engagement, including the dual representation of HPE Fund IV and Veldran and the relationships among the various screened parties. Dual Representation Note. Calderwood & Harkness is being engaged to serve as tax counsel to bot

Section 5: Conflict Search Results The following summarizes the results of the conflict search conducted by the firm's Conflicts Department. • Database Searched: Calderwood & Harkness LLP Conflict Management System (CMS), including all current representations, closed matters within the firm's retention period, and lateral-hire conflict data • Date of Search: April 8, 2022 • Search Conducted By: Conflicts Department,

Section 6: Engagement Team The following attorneys will constitute the engagement team for this matter: Leonard Cross will serve as the Responsible Partner for the engagement and will have primary oversight of the tax opinion and the analysis of the Section 355 and Section 368(a)(1)(D) requirements. Sylvia Hartwell will serve as the Billing Partner and will be responsible for matter management, billing, and client co

Section 7: Conclusion and Approval Conclusion. Based on the conflict search results described in Section 5 and the analysis of potential conflict considerations set forth in Section 4, no conflicts of interest exist that would preclude Calderwood & Harkness LLP from accepting the engagement to serve as tax counsel to Harrowgate Private Equity Fund IV, L.P. and Veldran Industries Holdings, Inc. in connection with the

Section 8: Approvals Responsible Partner Approval: Leonard Cross Partner, Tax Department Calderwood & Harkness LLP Signature: ________ Date: April 11, 2022 Billing Partner Approval: Sylvia Hartwell Partner, Tax Department Calderwood & Harkness LLP Signature: ________ Date: April 11, 2022 Conflicts Clearance: Cleared by: ________ Name: Conflicts Department, New York Office Calderwood & Harkness LLP Date: April 8, 2022