1003-00001 · Harrowgate Capital Management LLC · Engagement

engagement-letter-harrowgate-hsr.docx DOCUMENT Antitrust

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CALDERWOOD & HARKNESS LLP Attorneys at Law

425 Lexington Avenue New York, New York 10017

Telephone: (212) 554-7000 Facsimile: (212) 554-7001 www.calderwoodharkness.com

June 5, 2024

VIA EMAIL AND OVERNIGHT COURIER

Mr. Gavin Trask Managing Partner & Chairman Harrowgate Capital Management LLC 1200 North Market Street, Suite 1400 Wilmington, Delaware 19801

Re: Engagement of Calderwood & Harkness LLP — Hart-Scott-Rodino Premerger Notification Filing and Antitrust Advisory Services in Connection with the Proposed Acquisition of Ridgemark Capital Advisors, LLC by Harrowgate Private Equity Fund IV, L.P.

Matter Number: 1003-00001

Dear Mr. Trask:

1. Introduction and Purpose

Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm the terms of its engagement by Harrowgate Capital Management LLC ("HCM" or the "Client"), in its capacity as general partner of Harrowgate Private Equity Fund IV, L.P. ("HPE Fund IV"), a Delaware limited partnership. We appreciate the confidence that you and your colleagues have placed in our Firm, and we look forward to working with the Harrowgate team on this important transaction.

This letter (the "Engagement Letter") confirms the terms and conditions under which C&H will provide legal services in connection with the proposed acquisition by HPE Fund IV of one hundred percent (100%) of the outstanding membership interests of Ridgemark Capital Advisors, LLC ("Ridgemark" or "RCA"), a Delaware limited liability company and SEC-registered investment adviser (CRD No. 298174), headquartered at 600 Boylston Street, Suite 3200, Boston, Massachusetts 02116 (such acquisition, the "Transaction"). The Transaction is being undertaken pursuant to that certain Membership Interest Purchase Agreement dated as of June 4, 2024 (the "MIPA"), by and among HPE Fund IV, as purchaser, Ridgemark, Jonathan Kessler, Priya Narayanan, the other employee partners of Ridgemark named therein, and Thornfield Growth Partners, LLC, a Delaware limited liability company, as selling sponsor. As set forth in the MIPA, the total enterprise value of the Transaction is Three Hundred Seventy Million Dollars ($370,000,000) (the "Total Enterprise Value").

The terms and conditions set forth in this Engagement Letter, together with the Firm's Standard Terms and Conditions of Engagement attached hereto as Attachment A and the Firm's Privacy Notice and Data Processing Terms attached hereto as Attachment B (each of which is incorporated herein by reference), collectively govern the relationship between C&H and the Client with respect to this engagement. In the event of any conflict between the terms of this Engagement Letter and the terms of Attachment A or Attachment B, the terms of this Engagement Letter shall control. By executing this Engagement Letter in the space provided below, the Client acknowledges that it has received, reviewed, and agrees to be bound by each of the foregoing documents.

2. Scope of Engagement

The Firm's engagement encompasses the services described in Sections 2.1 through 2.4 below (collectively, the "Services"). The scope of the engagement is subject to the limitations set forth in Section 2.5.

2.1 HSR Premerger Notification Preparation and Filing

C&H will prepare the Notification and Report Form required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), 15 U.S.C. § 18a, and the implementing regulations promulgated by the Federal Trade Commission (the "FTC") at 16 C.F.R. Parts 801 through 803 (the "HSR Notification" or "HSR Filing"), on behalf of the Acquiring Person in connection with the Transaction. For purposes of the HSR Filing, Harrowgate Capital Management LLC has been identified as the Ultimate Parent Entity ("UPE") of the Acquiring Person.

In connection with the preparation and submission of the HSR Filing, C&H will undertake the following specific tasks:

(a) Filing Obligation Analysis. C&H will analyze the HSR filing obligations applicable to the Transaction, including the size-of-transaction test and the size-of-persons test. Based on our preliminary analysis, the Transaction is reportable under the HSR Act because (i) the Total Enterprise Value of $370,000,000 exceeds the 2024 as-adjusted size-of-transaction threshold of $119,500,000, thereby satisfying the size-of-transaction test, and (ii) HCM's total assets exceed $23,900,000,000 (across all managed funds, vehicles, and affiliated entities), and Ridgemark's total assets are approximately $87,000,000 (excluding client assets under management), thereby satisfying the applicable size-of-persons thresholds for the 2024 calendar year. The Firm will confirm these calculations as part of its preparatory work and will advise the Client if any adjustment to the foregoing analysis is warranted.

(b) NAICS Code Identification and Classification. C&H will identify and classify the relevant North American Industry Classification System ("NAICS") codes applicable to the operations of the Acquiring Person and the Acquired Person, including, without limitation, NAICS Code 523920 (Portfolio Management) and NAICS Code 523910 (Miscellaneous Intermediation). The Firm will also analyze whether any additional NAICS codes are applicable to any portfolio companies controlled by HPE Fund IV that may be relevant to the competitive analysis.

(c) Item 4(c) and Item 4(d) Document Collection and Review. C&H will coordinate with the Client's deal team and internal legal department to identify, collect, review, and produce all documents responsive to Item 4(c) and Item 4(d) of the HSR Notification Form. Item 4(c) requires the production of certain documents prepared by or for officers, directors, or employees of the filing person that analyze the Transaction with respect to markets, market shares, competition, competitors, potential for sales growth, or expansion into product or geographic markets. Item 4(d) requires the production of certain studies, surveys, analyses, and reports that were prepared by or for any officer, director, or employee of the filing person for the purpose of evaluating or analyzing the Transaction with respect to market shares, competition, competitors, markets, potential for sales growth, or expansion into product or geographic markets. C&H will implement a targeted search protocol, provide guidance to custodians regarding the scope of responsive materials, and review collected documents for privilege and responsiveness prior to production.

(d) Coordination with Counsel to Other Filing Parties. C&H will coordinate with counsel to the Acquired Person, Blackwell, Oakes & Hardin LLP (Catherine Oakes, Lead M&A Partner; Rajesh Subramaniam, Antitrust Partner), and counsel to the selling sponsor Thornfield Growth Partners, LLC, Lyle & Pennington LLP (Thomas Pennington III, Lead Partner), regarding the preparation, timing, and submission of simultaneous HSR filings by the respective parties to the Transaction. This coordination will include, as appropriate, the exchange of non-confidential filing information, the alignment of NAICS code classifications, and the establishment of a mutually agreeable timeline for the submission of filings.

(e) Filing Submission. C&H will prepare and submit the completed HSR Notification on behalf of the Acquiring Person to both the Federal Trade Commission and the United States Department of Justice, Antitrust Division, Premerger Notification Office (the "PNO"), in accordance with applicable rules and procedures. The Firm will also arrange for payment of the applicable HSR filing fee, as described in Section 5.3 below, and will confirm receipt of the filing by the reviewing agencies.

2.2 Antitrust Risk Assessment

In connection with the Transaction, C&H will prepare a comprehensive antitrust risk assessment addressing the competitive implications of the proposed acquisition. This assessment will include, without limitation, the following components:

(a) Competitive Overlap Analysis. C&H will analyze the competitive overlaps, if any, between Ridgemark and the existing portfolio companies of HPE Fund IV. In particular, the Firm will evaluate the potential horizontal overlap arising from HPE Fund IV's existing ownership of Dunmore Asset Management LLC ("Dunmore"), an SEC-registered investment adviser with approximately $3,900,000,000 in assets under management and approximately $2,100,000,000 in alternative credit separately managed accounts ("SMAs"). The Firm will assess whether the combination of Ridgemark and Dunmore, under common ownership by HPE Fund IV, could raise competitive concerns in any relevant product or geographic market.

(b) Market Share and Concentration Analysis. C&H will assess the combined market shares of Ridgemark and Dunmore (and any other relevant HPE Fund IV portfolio companies) in the alternative credit SMA market for U.S. institutional clients. The Firm will also evaluate the parties' combined presence in sub-advisory services for alternative credit mutual funds. This analysis will consider relevant market definitions, concentration levels (including Herfindahl-Hirschman Index calculations), and the competitive significance of the merging parties relative to other market participants.

(c) Second Request Likelihood Assessment. Based on the foregoing analysis, C&H will evaluate the likelihood that the reviewing agency (whether the FTC or the DOJ) will issue a Request for Additional Information and Documentary Material (a "Second Request") in connection with the Transaction. The Firm will advise the Client regarding the relative risks and benefits of seeking early termination of the initial thirty (30) day waiting period under the HSR Act, as opposed to allowing the waiting period to expire by effluxion of time.

2.3 Second Request Compliance Advisory

In the event that the FTC or the DOJ issues a Second Request in connection with the Transaction, C&H will provide advisory services relating to the Client's compliance with such Second Request. These services will include, without limitation:

(a) Development and implementation of a comprehensive compliance strategy, including the establishment of a compliance timeline, identification of key milestones, and coordination with the Client's internal teams and outside vendors;

(b) Identification of relevant custodians and data sources within the Client's organization and the organizations of relevant HPE Fund IV portfolio companies, including Dunmore;

(c) Development and oversight of document review protocols, including the design of search terms, the engagement and management of contract review attorneys (if applicable), and the implementation of privilege review procedures;

(d) Compilation and preparation of data responsive to interrogatories and other requests contained in the Second Request, including financial data, customer data, transaction data, and market data;

(e) Negotiation with agency staff regarding the scope and limitations of the Second Request, including efforts to narrow the scope of document requests and interrogatories to the extent practicable; and

(f) Preparation for and assistance with the certification of substantial compliance with the Second Request, including the preparation of any declarations or certifications required by the reviewing agency.

The Client acknowledges that Second Request compliance is typically a resource-intensive process that may require the engagement of e-discovery vendors, contract review attorneys, and other third-party service providers. The costs associated with such third-party engagements will be the responsibility of the Client, as described in Section 5.3 below.

2.4 Coordination with FTC and DOJ Staff

C&H will serve as the Client's primary point of contact for all communications and correspondence with the Premerger Notification Office, the FTC Bureau of Competition (including the Mergers IV Division, or such other division to which the review of the Transaction may be assigned), and/or the DOJ Antitrust Division. The Firm's responsibilities in this regard will include:

(a) All written and oral communications with agency staff, including responses to informal inquiries, voluntary submissions of information, and white paper presentations;

(b) Attendance at meetings with agency staff as necessary, whether in person at the FTC's or DOJ's offices in Washington, D.C., or by telephone or videoconference, including any meetings to discuss the scope of a Second Request, the competitive implications of the Transaction, or the status of the agency's review;

(c) Preparation and filing of any withdrawal and re-filing notifications in the event that the parties to the Transaction determine to withdraw and re-file the HSR Notification for any reason; and

(d) Preparation and filing of any withdrawal notifications in the event that the Transaction is abandoned or terminated.

2.5 Limitations on Scope

The scope of this engagement is expressly limited to the Services described in Sections 2.1 through 2.4 above. Without limiting the generality of the foregoing, this engagement does not encompass:

(a) Mergers and acquisitions transaction documentation, including the negotiation, drafting, or review of the MIPA or any ancillary transaction agreements (including, without limitation, employment agreements, non-competition agreements, transition services agreements, or escrow agreements);

(b) Negotiation of the MIPA or any amendments, modifications, or supplements thereto;

(c) Investment Advisers Act of 1940 regulatory filings, SEC notice filings, or other securities regulatory matters, including Form ADV amendments or consent solicitations to advisory clients in connection with the change-of-control provisions of Section 205(a)(2) of the Investment Advisers Act;

(d) Tax advisory services of any kind, including federal, state, local, or international tax planning, structuring, or compliance matters;

(e) Debt financing documentation, including credit agreements, indentures, or other financing instruments entered into in connection with the Transaction; or

(f) Litigation or enforcement proceedings, whether arising out of or relating to the Transaction or otherwise, unless separately agreed in writing by C&H and the Client.

If matters arise outside the scope of this engagement that may require legal attention, C&H will promptly discuss the scope and terms of any expanded engagement with the Client before undertaking such work. Any expansion of the scope of this engagement will be reflected in a separate written agreement or an amendment to this Engagement Letter.

3. Engagement Team

The following attorneys have been assigned to this matter and will be primarily responsible for the delivery of the Services described herein:

Additional attorneys, paraprofessionals, or other support personnel may be assigned to this matter from time to time as the needs of the engagement require. The Client will be informed of any material changes to the composition of the engagement team, including the assignment of any additional partners or the departure of any of the above-named attorneys from the matter.

Howard Bellamy will serve as the primary point of contact for the Client on all substantive matters relating to the engagement, including the antitrust risk assessment, HSR filing strategy, communications with agency staff, and Second Request compliance (if applicable). Elaine Forsythe will oversee billing and financial administration for the engagement, including the preparation and delivery of monthly invoices, the tracking of fees and disbursements against the Fee Cap (as defined in Section 5.2 below), and the resolution of any billing inquiries.

4. Client Contacts

The Firm's primary contacts at the Client for this engagement shall be the following individuals:

(a) Gavin Trask, Managing Partner & Chairman, Harrowgate Capital Management LLC;

(b) Diane Ochoa, Partner, Head of Financial Services Investments, Harrowgate Capital Management LLC; and

Direction and authorization for the Firm's work in connection with this engagement may be provided by any of the above-named individuals. The Client shall notify C&H in writing if any changes to the foregoing list of authorized contacts are made during the term of this engagement. C&H shall be entitled to rely upon any direction or authorization received from any of the above-named individuals unless and until the Client provides written notice to the contrary.

5. Fees and Billing Arrangements

5.1 Hourly Rates

C&H's services under this engagement will be billed on an hourly basis at the Firm's current standard rates, which are as follows for the categories of timekeepers expected to work on this matter:

• Partners: $1,650 per hour

• Counsel: $1,350 per hour

• Associates: $875 per hour

Rates for paraprofessionals, legal assistants, and other support personnel will be communicated separately to the Client if and when such personnel are assigned to the matter. These rates are subject to annual adjustment, typically effective as of January 1 of each calendar year. The Client will be notified in writing of any changes to the Firm's standard rates in advance of the effective date of such changes. The adjusted rates will apply to all services rendered on or after the effective date of the adjustment.

Time is recorded and billed in increments of one-tenth (0.1) of an hour. The Firm exercises professional judgment in recording time and endeavors to ensure that all time entries accurately reflect the work performed.

5.2 Voluntary Fee Cap — Initial Clearance Phase

In recognition of our valued relationship with Harrowgate Capital Management and the nature of the Services to be provided during the initial HSR clearance phase, C&H has agreed to a voluntary fee cap of Six Hundred Fifty Thousand Dollars ($650,000) (the "Fee Cap") for all professional fees incurred through and including the date on which initial HSR clearance is obtained in connection with the Transaction. For purposes of this Section 5.2, "initial HSR clearance" means (i) the expiration of the initial thirty (30) day waiting period under the HSR Act without the issuance of a Second Request, (ii) the grant of early termination of the waiting period by the reviewing agency, or (iii) any other resolution of the initial review period that permits the parties to consummate the Transaction without the issuance of a Second Request (collectively, "Initial Clearance").

The Fee Cap applies solely to professional fees for attorney time and does not include disbursements, filing fees, vendor costs, or any other out-of-pocket expenses, all of which shall be billed and payable in accordance with Section 5.3 below regardless of whether the Fee Cap is in effect.

Voiding of Fee Cap upon Second Request. In the event that the FTC or the DOJ issues a Request for Additional Information and Documentary Material (a "Second Request") in connection with the Transaction at any time during the initial waiting period or any extension thereof, the Fee Cap shall be automatically voided and of no further force or effect as of the date of issuance of such Second Request. Upon the voiding of the Fee Cap, all Services rendered from the date of this engagement forward — including, without limitation, all fees already billed or accrued during the initial clearance phase prior to the date of the Second Request — shall be billed at the standard hourly rates set forth in Section 5.1 above, without any cap, ceiling, or limitation.

For the avoidance of doubt, if the Fee Cap is voided pursuant to the preceding paragraph, the Client's obligation to pay fees already billed at hourly rates during the initial clearance phase shall not be reduced or otherwise affected by the prior existence of the Fee Cap; such fees shall remain payable in full in accordance with the payment terms set forth in Section 5.4 below. The parties acknowledge that the Fee Cap is intended solely as a budgetary accommodation for the initial clearance phase and is expressly conditioned upon the Transaction not receiving a Second Request.

5.3 Disbursements and Costs

The Client shall reimburse C&H for all reasonable out-of-pocket costs and disbursements incurred in connection with this engagement. Such costs and disbursements include, but are not limited to, the following:

(a) HSR Filing Fee. The applicable HSR filing fee for the Transaction is $160,000, based on a Total Enterprise Value of $370,000,000, which falls within the $173,300,000 to $536,400,000 filing fee band under the 2024 HSR filing fee schedule as adjusted by the FTC. This amount will be billed to the Client as a pass-through disbursement and will be payable upon submission of the HSR Filing or upon receipt of C&H's invoice, whichever occurs first.

(b) Travel Expenses. Reasonable travel expenses incurred by C&H attorneys in connection with meetings with agency staff in Washington, D.C., or elsewhere, or meetings with the Client or other parties to the Transaction, including airfare (coach or business class for flights exceeding three hours), hotel accommodations, ground transportation, and meals.

(c) Photocopying, Printing, and Document Production. Costs associated with the photocopying, printing, scanning, and physical production of documents, including documents produced in connection with the HSR Filing, Item 4(c) and Item 4(d) document productions, and any Second Request compliance.

(d) E-discovery Vendor Charges. Charges incurred by third-party e-discovery vendors retained by or on behalf of the Client in connection with document collection, processing, hosting, review platform licensing, and production, particularly in connection with Second Request compliance. C&H will consult with the Client regarding the selection and engagement of any e-discovery vendors and will obtain the Client's approval before incurring material e-discovery costs.

(e) Database and Research Charges. Charges for online legal research services (including Westmark Data Systems, Sundial Solutions, and Cascade Services Inc.), industry databases, and other research tools utilized in connection with the engagement.

(f) Messenger and Courier Services. Charges for messenger, courier, and overnight delivery services.

(g) Long-Distance Telephone and Videoconference Charges. Charges for long-distance telephone calls and videoconference services incurred in connection with the engagement.

The Firm will endeavor to manage disbursements and costs prudently and will consult with the Client before incurring any single disbursement item in excess of $10,000 (exclusive of the HSR filing fee).

5.4 Billing Cycle and Payment Terms

C&H will render invoices on a monthly basis, with each invoice reflecting the professional fees and disbursements incurred during the preceding calendar month. Invoices will be transmitted to the Client electronically and, upon request, in hard copy. Each invoice will reference Matter Number 1003-00001 and will include a detailed description of the services rendered, the timekeepers involved, the hours worked, and the applicable rates.

Payment of each invoice is due within thirty (30) days of the date of the invoice. Payments should be made by wire transfer to the account specified on the face of each invoice, or by check payable to "Calderwood & Harkness LLP" and mailed to the Firm's billing address.

Past-due amounts may be subject to a late charge of one percent (1.0%) per month, calculated from the date on which payment was due, or the maximum rate permitted by applicable law, whichever is less. The Client agrees that the imposition of a late charge shall not constitute a waiver of any other rights or remedies available to the Firm under this Engagement Letter or applicable law.

The Firm reserves the right to suspend work on this engagement if invoices remain unpaid for more than sixty (60) days from the date of issuance. Before exercising this right, C&H will provide the Client with written notice and a reasonable opportunity to cure the payment default.

6. Confidentiality

C&H will maintain the confidentiality of all information received from the Client, or on behalf of the Client, in connection with this engagement, in accordance with the Firm's professional obligations under applicable rules of professional conduct and the Firm's internal information security policies. Without limiting the generality of the foregoing, the Firm will not disclose Confidential Information (as defined below) to any third party, except as follows:

(a) Disclosures required by law, regulation, court order, or subpoena, provided that C&H will, to the extent permitted by law, provide the Client with prompt notice of any such requirement and cooperate with the Client in seeking a protective order or other appropriate relief;

(b) Disclosures to the FTC, DOJ, or other governmental authority as reasonably necessary for the preparation, submission, and prosecution of the HSR Filing and the clearance process, including disclosures made in response to informal inquiries, Second Request compliance, or voluntary submissions; and

For purposes of this Section 6, "Confidential Information" means all non-public information, data, documents, and materials provided to C&H by or on behalf of the Client in connection with this engagement, including financial information, business plans, strategic analyses, customer data, proprietary investment strategies, and all other information that the Client designates as confidential or that a reasonable attorney would understand to be confidential in nature.

The Client acknowledges that certain Confidential Information may need to be shared with counsel to the Acquired Person, Blackwell, Oakes & Hardin LLP, or counsel to the selling sponsor, Lyle & Pennington LLP, in the ordinary course of coordinating HSR filings and related antitrust matters. The Firm will consult with the Client before making any such disclosures and will limit the scope of any shared information to that which is reasonably necessary for the filing and clearance process.

7. Conflicts of Interest

C&H has conducted a comprehensive conflicts check in connection with this engagement utilizing the Firm's conflicts management system. Based on the results of that check, the Firm is not currently aware of any conflict of interest that would prevent it from undertaking this engagement in accordance with applicable rules of professional conduct.

The Client acknowledges that C&H is a large law firm with offices in multiple jurisdictions and a diverse client base. The Client understands and agrees that C&H may currently represent, and may in the future represent, other clients in matters unrelated to this Transaction that may involve parties whose interests are adverse to the Client, the Client's affiliates, or the Client's managed funds or portfolio companies. The Client hereby consents to such representations, provided that (i) such representations are not substantially related to the subject matter of this engagement, and (ii) C&H complies at all times with its obligations under applicable rules of professional conduct, including the New York Rules of Professional Conduct.

For the avoidance of doubt, C&H confirms that it does not currently represent Ridgemark Capital Advisors, LLC, Thornfield Growth Partners, LLC, Dunmore Asset Management LLC, or any other party to the Transaction in any capacity. If C&H becomes aware of any potential conflict of interest during the course of this engagement, the Firm will promptly notify the Client and take appropriate steps to address the conflict in accordance with applicable professional responsibility rules.

8. Document Retention

Upon the conclusion of this engagement, whether by completion of the Services, termination, or otherwise, C&H will retain the engagement file (including both paper and electronic files) in accordance with the Firm's document retention policy, as in effect from time to time. The Firm's current policy provides for the retention of closed matter files for a period of ten (10) years following the closure of the matter, unless the Client requests the return of original documents or the parties agree upon an alternative retention arrangement.

Electronic files maintained in connection with this engagement, including HSR filings, correspondence with the FTC and DOJ, internal and external memoranda, and attorney work product, will be maintained in the Firm's secure document management system for the duration of the retention period. The Firm maintains commercially reasonable administrative, technical, and physical safeguards designed to protect the confidentiality and integrity of client files.

The Client may request the return of original documents at any time during or after the engagement by providing written notice to the Responsible Partner. Upon receipt of such request, C&H will return original documents to the Client within a reasonable period of time, retaining copies for the Firm's files as permitted by applicable professional responsibility rules.

9. Termination of Engagement

Either party may terminate this engagement at any time upon written notice to the other party. The Client's obligation to pay all fees and disbursements incurred through the date of termination shall survive any such termination. In the event of termination by the Client, C&H will render a final invoice reflecting all unbilled fees and disbursements through the date of termination, and payment of such final invoice shall be due within thirty (30) days of the date thereof.

Upon termination of this engagement, C&H will take such steps as are reasonably practicable to protect the Client's interests, including, without limitation, cooperating in the orderly transition of the matter to successor counsel selected by the Client. Such cooperation may include the preparation of a status memorandum, the transfer of relevant files and work product, and the provision of reasonable assistance to successor counsel in familiarizing themselves with the status of the matter.

Notwithstanding the termination of this engagement for any reason, the confidentiality obligations set forth in Section 6 of this Engagement Letter shall survive in full force and effect and shall continue to bind C&H and its partners, associates, and employees with respect to all Confidential Information received during the course of the engagement.

10. Limitation of Liability

To the fullest extent permitted by applicable law, C&H's aggregate liability to the Client in connection with this engagement, whether arising in contract, tort (including negligence), strict liability, or otherwise, shall not exceed the total amount of professional fees actually paid by the Client to C&H for Services rendered under this Engagement Letter. This limitation of liability applies to all claims, losses, damages, costs, and expenses of any nature arising out of or relating to the Services provided hereunder.

In no event shall C&H be liable to the Client or any third party for consequential, incidental, indirect, special, exemplary, or punitive damages of any kind, including, without limitation, lost profits, lost business opportunities, diminution in value, or damage to reputation, regardless of whether such damages were foreseeable or whether C&H was advised of the possibility of such damages.

The limitations set forth in this Section 10 shall not apply to losses arising from the Firm's willful misconduct or fraud.

11. Governing Law and Dispute Resolution

This Engagement Letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law that would require the application of the laws of any other jurisdiction.

Any dispute, controversy, or claim arising out of or relating to this Engagement Letter, the Services provided hereunder, or the relationship between C&H and the Client, including any dispute regarding the validity, interpretation, or enforceability of this Engagement Letter or any provision hereof, shall be submitted to final and binding arbitration in New York, New York, before a single arbitrator selected in accordance with the then-prevailing Commercial Arbitration Rules of the American Arbitration Association (the "AAA"). The arbitrator shall be a retired judge or attorney with not fewer than fifteen (15) years of experience in commercial litigation or the practice of law at a major law firm. The arbitration shall be conducted on a confidential basis, and neither party shall disclose the existence or results of any arbitration proceeding to any third party except as required by law or as necessary to enforce an arbitration award. The decision of the arbitrator shall be final and binding upon the parties, and judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Each party shall bear its own attorneys' fees and costs in connection with any arbitration proceeding, unless the arbitrator determines that an award of fees and costs to the prevailing party is warranted under the circumstances.

12. Entire Agreement and Amendments

This Engagement Letter, together with Attachment A (C&H Standard Terms and Conditions of Engagement) and Attachment B (C&H Privacy Notice and Data Processing Terms), constitutes the entire agreement between C&H and the Client with respect to the terms and conditions of this engagement, and supersedes all prior and contemporaneous discussions, negotiations, understandings, and agreements, whether oral or written, relating to the subject matter hereof.

This Engagement Letter may not be amended, modified, or supplemented except by a written instrument executed by both parties hereto. No waiver of any provision of this Engagement Letter shall be effective unless set forth in a writing signed by the party granting such waiver, and no such waiver shall constitute a waiver of any other provision or a continuing waiver of the same provision.

13. Acceptance and Execution

We are delighted to have the opportunity to represent Harrowgate Capital Management LLC in connection with this important transaction. If the foregoing terms and conditions are acceptable to you, please countersign this Engagement Letter in the space provided below and return a fully executed copy to our office. Upon receipt of the executed Engagement Letter, we will promptly commence work on the matters described herein.

Please do not hesitate to contact Howard Bellamy at (212) 554-7112 or howard.bellamy@calderwoodharkness.com, or Elaine Forsythe at (212) 554-7248 or elaine.forsythe@calderwoodharkness.com, if you have any questions regarding the terms of this engagement or if you would like to discuss any aspect of the proposed representation.

We look forward to working with you, Diane, Marcus, and the entire Harrowgate team.

CALDERWOOD & HARKNESS LLP

By: ________

Name: Howard Bellamy

Title: Partner — Responsible Partner

Antitrust & Competition Group Calderwood & Harkness LLP 425 Lexington Avenue, New York, NY 10017

Date: June 5, 2024

By: ________

Name: Elaine Forsythe

Title: Partner — Billing Partner

Antitrust & Competition Group Calderwood & Harkness LLP 425 Lexington Avenue, New York, NY 10017

Date: June 5, 2024

ACCEPTED AND AGREED

The undersigned hereby accepts and agrees to the terms and conditions of this Engagement Letter, including Attachment A and Attachment B attached hereto and incorporated herein by reference, on behalf of Harrowgate Capital Management LLC, in its capacity as general partner of Harrowgate Private Equity Fund IV, L.P.

HARROWGATE CAPITAL MANAGEMENT LLC

By: ________

Name: Gavin Trask

Title: Managing Partner & Chairman

Harrowgate Capital Management LLC 1200 North Market Street, Suite 1400 Wilmington, Delaware 19801

Date: ________

Enclosures

The following documents are enclosed with and incorporated into this Engagement Letter by reference:

Attachment A: Calderwood & Harkness LLP — Standard Terms and Conditions of Engagement

Attachment B: Calderwood & Harkness LLP — Privacy Notice and Data Processing Terms

This Engagement Letter and the attachments hereto contain information that is privileged, confidential, and/or protected by the attorney-client privilege and the work product doctrine. This document is intended solely for the use of the addressee. If you are not the intended recipient, please notify the sender immediately and destroy all copies of this document. Any unauthorized review, use, disclosure, or distribution of this document is strictly prohibited.

Name	Title	Role	Hourly Rate
Howard Bellamy	Partner, Antitrust & Competition Group	Responsible Partner	$1,650/hr
Elaine Forsythe	Partner, Antitrust & Competition Group	Billing Partner	$1,650/hr
Elliot Nguyen	Associate, Antitrust & Competition Group	Lead Associate	$875/hr
Aaron Liu	Associate, Antitrust & Competition Group	Working Associate	$875/hr

CALDERWOOD & HARKNESS LLP Attorneys at Law
425 Lexington Avenue New York, New York 10017
Telephone: (212) 554-7000 Facsimile: (212) 554-7001 www.calderwoodharkness.com
June 5, 2024
VIA EMAIL AND OVERNIGHT COURIER
Mr. Gavin Trask Managing Partner & Chairman Harrowgate Capital Management LLC 1200 North Market Street, Suite 1400 Wilmington, Delaware 19801
Re: Engagement of Calderwood & Harkness LLP — Hart-Scott-Rodino Premerger Notification Filing and Antitrust Advisory Services in Connection with the Proposed Acquisition of Ridgemark Capital Advisors, LLC by Harrowgate Private Equity Fund IV, L.P.
Matter Number: 1003-00001
Dear Mr. Trask:
1. Introduction and Purpose
Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm the terms of its engagement by Harrowgate Capital Management LLC ("HCM" or the "Client"), in its capacity as general partner of Harrowgate Private Equity Fund IV, L.P. ("HPE Fund IV"), a Delaware limited partnership. We appreciate the confidence that you and your colleagues have placed in our Firm, and we look forward to working with the Harrowgate team on this important transaction.
This letter (the "Engagement Letter") confirms the terms and conditions under which C&H will provide legal services in connection with the proposed acquisition by HPE Fund IV of one hundred percent (100%) of the outstanding membership interests of Ridgemark Capital Advisors, LLC ("Ridgemark" or "RCA"), a Delaware limited liability company and SEC-registered investment adviser (CRD No. 298174), headquartered at 600 Boylston Street, Suite 3200, Boston, Massachusetts 02116 (such acquisition, the "Transaction"). The Transaction is being undertaken pursuant to that certain Membership Interest Purchase Agreement dated as of June 4, 2024 (the "MIPA"), by and among HPE Fund IV, as purchaser, Ridgemark, Jonathan Kessler, Priya Narayanan, the other employee partners of Ridgemark named therein, and Thornfield Growth Partners, LLC, a Delaware limited liability company, as selling sponsor. As set forth in the MIPA, the total enterprise value of the Transaction is Three Hundred Seventy Million Dollars ($370,000,000) (the "Total Enterprise Value").
The terms and conditions set forth in this Engagement Letter, together with the Firm's Standard Terms and Conditions of Engagement attached hereto as Attachment A and the Firm's Privacy Notice and Data Processing Terms attached hereto as Attachment B (each of which is incorporated herein by reference), collectively govern the relationship between C&H and the Client with respect to this engagement. In the event of any conflict between the terms of this Engagement Letter and the terms of Attachment A or Attachment B, the terms of this Engagement Letter shall control. By executing this Engagement Letter in the space provided below, the Client acknowledges that it has received, reviewed, and agrees to be bound by each of the foregoing documents.
2. Scope of Engagement
The Firm's engagement encompasses the services described in Sections 2.1 through 2.4 below (collectively, the "Services"). The scope of the engagement is subject to the limitations set forth in Section 2.5.
2.1 HSR Premerger Notification Preparation and Filing
C&H will prepare the Notification and Report Form required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), 15 U.S.C. § 18a, and the implementing regulations promulgated by the Federal Trade Commission (the "FTC") at 16 C.F.R. Parts 801 through 803 (the "HSR Notification" or "HSR Filing"), on behalf of the Acquiring Person in connection with the Transaction. For purposes of the HSR Filing, Harrowgate Capital Management LLC has been identified as the Ultimate Parent Entity ("UPE") of the Acquiring Person.
In connection with the preparation and submission of the HSR Filing, C&H will undertake the following specific tasks:
(a) Filing Obligation Analysis. C&H will analyze the HSR filing obligations applicable to the Transaction, including the size-of-transaction test and the size-of-persons test. Based on our preliminary analysis, the Transaction is reportable under the HSR Act because (i) the Total Enterprise Value of $370,000,000 exceeds the 2024 as-adjusted size-of-transaction threshold of $119,500,000, thereby satisfying the size-of-transaction test, and (ii) HCM's total assets exceed $23,900,000,000 (across all managed funds, vehicles, and affiliated entities), and Ridgemark's total assets are approximately $87,000,000 (excluding client assets under management), thereby satisfying the applicable size-of-persons thresholds for the 2024 calendar year. The Firm will confirm these calculations as part of its preparatory work and will advise the Client if any adjustment to the foregoing analysis is warranted.
(b) NAICS Code Identification and Classification. C&H will identify and classify the relevant North American Industry Classification System ("NAICS") codes applicable to the operations of the Acquiring Person and the Acquired Person, including, without limitation, NAICS Code 523920 (Portfolio Management) and NAICS Code 523910 (Miscellaneous Intermediation). The Firm will also analyze whether any additional NAICS codes are applicable to any portfolio companies controlled by HPE Fund IV that may be relevant to the competitive analysis.
(c) Item 4(c) and Item 4(d) Document Collection and Review. C&H will coordinate with the Client's deal team and internal legal department to identify, collect, review, and produce all documents responsive to Item 4(c) and Item 4(d) of the HSR Notification Form. Item 4(c) requires the production of certain documents prepared by or for officers, directors, or employees of the filing person that analyze the Transaction with respect to markets, market shares, competition, competitors, potential for sales growth, or expansion into product or geographic markets. Item 4(d) requires the production of certain studies, surveys, analyses, and reports that were prepared by or for any officer, director, or employee of the filing person for the purpose of evaluating or analyzing the Transaction with respect to market shares, competition, competitors, markets, potential for sales growth, or expansion into product or geographic markets. C&H will implement a targeted search protocol, provide guidance to custodians regarding the scope of responsive materials, and review collected documents for privilege and responsiveness prior to production.
(d) Coordination with Counsel to Other Filing Parties. C&H will coordinate with counsel to the Acquired Person, Blackwell, Oakes & Hardin LLP (Catherine Oakes, Lead M&A Partner; Rajesh Subramaniam, Antitrust Partner), and counsel to the selling sponsor Thornfield Growth Partners, LLC, Lyle & Pennington LLP (Thomas Pennington III, Lead Partner), regarding the preparation, timing, and submission of simultaneous HSR filings by the respective parties to the Transaction. This coordination will include, as appropriate, the exchange of non-confidential filing information, the alignment of NAICS code classifications, and the establishment of a mutually agreeable timeline for the submission of filings.
(e) Filing Submission. C&H will prepare and submit the completed HSR Notification on behalf of the Acquiring Person to both the Federal Trade Commission and the United States Department of Justice, Antitrust Division, Premerger Notification Office (the "PNO"), in accordance with applicable rules and procedures. The Firm will also arrange for payment of the applicable HSR filing fee, as described in Section 5.3 below, and will confirm receipt of the filing by the reviewing agencies.
2.2 Antitrust Risk Assessment
In connection with the Transaction, C&H will prepare a comprehensive antitrust risk assessment addressing the competitive implications of the proposed acquisition. This assessment will include, without limitation, the following components:
(a) Competitive Overlap Analysis. C&H will analyze the competitive overlaps, if any, between Ridgemark and the existing portfolio companies of HPE Fund IV. In particular, the Firm will evaluate the potential horizontal overlap arising from HPE Fund IV's existing ownership of Dunmore Asset Management LLC ("Dunmore"), an SEC-registered investment adviser with approximately $3,900,000,000 in assets under management and approximately $2,100,000,000 in alternative credit separately managed accounts ("SMAs"). The Firm will assess whether the combination of Ridgemark and Dunmore, under common ownership by HPE Fund IV, could raise competitive concerns in any relevant product or geographic market.
(b) Market Share and Concentration Analysis. C&H will assess the combined market shares of Ridgemark and Dunmore (and any other relevant HPE Fund IV portfolio companies) in the alternative credit SMA market for U.S. institutional clients. The Firm will also evaluate the parties' combined presence in sub-advisory services for alternative credit mutual funds. This analysis will consider relevant market definitions, concentration levels (including Herfindahl-Hirschman Index calculations), and the competitive significance of the merging parties relative to other market participants.
(c) Second Request Likelihood Assessment. Based on the foregoing analysis, C&H will evaluate the likelihood that the reviewing agency (whether the FTC or the DOJ) will issue a Request for Additional Information and Documentary Material (a "Second Request") in connection with the Transaction. The Firm will advise the Client regarding the relative risks and benefits of seeking early termination of the initial thirty (30) day waiting period under the HSR Act, as opposed to allowing the waiting period to expire by effluxion of time.
2.3 Second Request Compliance Advisory
In the event that the FTC or the DOJ issues a Second Request in connection with the Transaction, C&H will provide advisory services relating to the Client's compliance with such Second Request. These services will include, without limitation:
(a) Development and implementation of a comprehensive compliance strategy, including the establishment of a compliance timeline, identification of key milestones, and coordination with the Client's internal teams and outside vendors;
(b) Identification of relevant custodians and data sources within the Client's organization and the organizations of relevant HPE Fund IV portfolio companies, including Dunmore;
(c) Development and oversight of document review protocols, including the design of search terms, the engagement and management of contract review attorneys (if applicable), and the implementation of privilege review procedures;
(d) Compilation and preparation of data responsive to interrogatories and other requests contained in the Second Request, including financial data, customer data, transaction data, and market data;
(e) Negotiation with agency staff regarding the scope and limitations of the Second Request, including efforts to narrow the scope of document requests and interrogatories to the extent practicable; and
(f) Preparation for and assistance with the certification of substantial compliance with the Second Request, including the preparation of any declarations or certifications required by the reviewing agency.
The Client acknowledges that Second Request compliance is typically a resource-intensive process that may require the engagement of e-discovery vendors, contract review attorneys, and other third-party service providers. The costs associated with such third-party engagements will be the responsibility of the Client, as described in Section 5.3 below.
2.4 Coordination with FTC and DOJ Staff
C&H will serve as the Client's primary point of contact for all communications and correspondence with the Premerger Notification Office, the FTC Bureau of Competition (including the Mergers IV Division, or such other division to which the review of the Transaction may be assigned), and/or the DOJ Antitrust Division. The Firm's responsibilities in this regard will include:
(a) All written and oral communications with agency staff, including responses to informal inquiries, voluntary submissions of information, and white paper presentations;
(b) Attendance at meetings with agency staff as necessary, whether in person at the FTC's or DOJ's offices in Washington, D.C., or by telephone or videoconference, including any meetings to discuss the scope of a Second Request, the competitive implications of the Transaction, or the status of the agency's review;
(c) Preparation and filing of any withdrawal and re-filing notifications in the event that the parties to the Transaction determine to withdraw and re-file the HSR Notification for any reason; and
(d) Preparation and filing of any withdrawal notifications in the event that the Transaction is abandoned or terminated.
2.5 Limitations on Scope
The scope of this engagement is expressly limited to the Services described in Sections 2.1 through 2.4 above. Without limiting the generality of the foregoing, this engagement does not encompass:
(a) Mergers and acquisitions transaction documentation, including the negotiation, drafting, or review of the MIPA or any ancillary transaction agreements (including, without limitation, employment agreements, non-competition agreements, transition services agreements, or escrow agreements);
(b) Negotiation of the MIPA or any amendments, modifications, or supplements thereto;
(c) Investment Advisers Act of 1940 regulatory filings, SEC notice filings, or other securities regulatory matters, including Form ADV amendments or consent solicitations to advisory clients in connection with the change-of-control provisions of Section 205(a)(2) of the Investment Advisers Act;
(d) Tax advisory services of any kind, including federal, state, local, or international tax planning, structuring, or compliance matters;
(e) Debt financing documentation, including credit agreements, indentures, or other financing instruments entered into in connection with the Transaction; or
(f) Litigation or enforcement proceedings, whether arising out of or relating to the Transaction or otherwise, unless separately agreed in writing by C&H and the Client.
If matters arise outside the scope of this engagement that may require legal attention, C&H will promptly discuss the scope and terms of any expanded engagement with the Client before undertaking such work. Any expansion of the scope of this engagement will be reflected in a separate written agreement or an amendment to this Engagement Letter.
3. Engagement Team
The following attorneys have been assigned to this matter and will be primarily responsible for the delivery of the Services described herein:
Additional attorneys, paraprofessionals, or other support personnel may be assigned to this matter from time to time as the needs of the engagement require. The Client will be informed of any material changes to the composition of the engagement team, including the assignment of any additional partners or the departure of any of the above-named attorneys from the matter.
Howard Bellamy will serve as the primary point of contact for the Client on all substantive matters relating to the engagement, including the antitrust risk assessment, HSR filing strategy, communications with agency staff, and Second Request compliance (if applicable). Elaine Forsythe will oversee billing and financial administration for the engagement, including the preparation and delivery of monthly invoices, the tracking of fees and disbursements against the Fee Cap (as defined in Section 5.2 below), and the resolution of any billing inquiries.
4. Client Contacts
The Firm's primary contacts at the Client for this engagement shall be the following individuals:
(a) Gavin Trask, Managing Partner & Chairman, Harrowgate Capital Management LLC;
(b) Diane Ochoa, Partner, Head of Financial Services Investments, Harrowgate Capital Management LLC; and
(c) Marcus Hale, Vice President, Deal Execution, Harrowgate Capital Management LLC.
Direction and authorization for the Firm's work in connection with this engagement may be provided by any of the above-named individuals. The Client shall notify C&H in writing if any changes to the foregoing list of authorized contacts are made during the term of this engagement. C&H shall be entitled to rely upon any direction or authorization received from any of the above-named individuals unless and until the Client provides written notice to the contrary.
5. Fees and Billing Arrangements
5.1 Hourly Rates
C&H's services under this engagement will be billed on an hourly basis at the Firm's current standard rates, which are as follows for the categories of timekeepers expected to work on this matter:
•  Partners: $1,650 per hour
•  Counsel: $1,350 per hour
•  Associates: $875 per hour
Rates for paraprofessionals, legal assistants, and other support personnel will be communicated separately to the Client if and when such personnel are assigned to the matter. These rates are subject to annual adjustment, typically effective as of January 1 of each calendar year. The Client will be notified in writing of any changes to the Firm's standard rates in advance of the effective date of such changes. The adjusted rates will apply to all services rendered on or after the effective date of the adjustment.
Time is recorded and billed in increments of one-tenth (0.1) of an hour. The Firm exercises professional judgment in recording time and endeavors to ensure that all time entries accurately reflect the work performed.
5.2 Voluntary Fee Cap — Initial Clearance Phase
In recognition of our valued relationship with Harrowgate Capital Management and the nature of the Services to be provided during the initial HSR clearance phase, C&H has agreed to a voluntary fee cap of Six Hundred Fifty Thousand Dollars ($650,000) (the "Fee Cap") for all professional fees incurred through and including the date on which initial HSR clearance is obtained in connection with the Transaction. For purposes of this Section 5.2, "initial HSR clearance" means (i) the expiration of the initial thirty (30) day waiting period under the HSR Act without the issuance of a Second Request, (ii) the grant of early termination of the waiting period by the reviewing agency, or (iii) any other resolution of the initial review period that permits the parties to consummate the Transaction without the issuance of a Second Request (collectively, "Initial Clearance").
The Fee Cap applies solely to professional fees for attorney time and does not include disbursements, filing fees, vendor costs, or any other out-of-pocket expenses, all of which shall be billed and payable in accordance with Section 5.3 below regardless of whether the Fee Cap is in effect.
Voiding of Fee Cap upon Second Request. In the event that the FTC or the DOJ issues a Request for Additional Information and Documentary Material (a "Second Request") in connection with the Transaction at any time during the initial waiting period or any extension thereof, the Fee Cap shall be automatically voided and of no further force or effect as of the date of issuance of such Second Request. Upon the voiding of the Fee Cap, all Services rendered from the date of this engagement forward — including, without limitation, all fees already billed or accrued during the initial clearance phase prior to the date of the Second Request — shall be billed at the standard hourly rates set forth in Section 5.1 above, without any cap, ceiling, or limitation.
For the avoidance of doubt, if the Fee Cap is voided pursuant to the preceding paragraph, the Client's obligation to pay fees already billed at hourly rates during the initial clearance phase shall not be reduced or otherwise affected by the prior existence of the Fee Cap; such fees shall remain payable in full in accordance with the payment terms set forth in Section 5.4 below. The parties acknowledge that the Fee Cap is intended solely as a budgetary accommodation for the initial clearance phase and is expressly conditioned upon the Transaction not receiving a Second Request.
5.3 Disbursements and Costs
The Client shall reimburse C&H for all reasonable out-of-pocket costs and disbursements incurred in connection with this engagement. Such costs and disbursements include, but are not limited to, the following:
(a) HSR Filing Fee. The applicable HSR filing fee for the Transaction is $160,000, based on a Total Enterprise Value of $370,000,000, which falls within the $173,300,000 to $536,400,000 filing fee band under the 2024 HSR filing fee schedule as adjusted by the FTC. This amount will be billed to the Client as a pass-through disbursement and will be payable upon submission of the HSR Filing or upon receipt of C&H's invoice, whichever occurs first.
(b) Travel Expenses. Reasonable travel expenses incurred by C&H attorneys in connection with meetings with agency staff in Washington, D.C., or elsewhere, or meetings with the Client or other parties to the Transaction, including airfare (coach or business class for flights exceeding three hours), hotel accommodations, ground transportation, and meals.
(c) Photocopying, Printing, and Document Production. Costs associated with the photocopying, printing, scanning, and physical production of documents, including documents produced in connection with the HSR Filing, Item 4(c) and Item 4(d) document productions, and any Second Request compliance.
(d) E-discovery Vendor Charges. Charges incurred by third-party e-discovery vendors retained by or on behalf of the Client in connection with document collection, processing, hosting, review platform licensing, and production, particularly in connection with Second Request compliance. C&H will consult with the Client regarding the selection and engagement of any e-discovery vendors and will obtain the Client's approval before incurring material e-discovery costs.
(e) Database and Research Charges. Charges for online legal research services (including Westmark Data Systems, Sundial Solutions, and Cascade Services Inc.), industry databases, and other research tools utilized in connection with the engagement.
(f) Messenger and Courier Services. Charges for messenger, courier, and overnight delivery services.
(g) Long-Distance Telephone and Videoconference Charges. Charges for long-distance telephone calls and videoconference services incurred in connection with the engagement.
The Firm will endeavor to manage disbursements and costs prudently and will consult with the Client before incurring any single disbursement item in excess of $10,000 (exclusive of the HSR filing fee).
5.4 Billing Cycle and Payment Terms
C&H will render invoices on a monthly basis, with each invoice reflecting the professional fees and disbursements incurred during the preceding calendar month. Invoices will be transmitted to the Client electronically and, upon request, in hard copy. Each invoice will reference Matter Number 1003-00001 and will include a detailed description of the services rendered, the timekeepers involved, the hours worked, and the applicable rates.
Payment of each invoice is due within thirty (30) days of the date of the invoice. Payments should be made by wire transfer to the account specified on the face of each invoice, or by check payable to "Calderwood & Harkness LLP" and mailed to the Firm's billing address.
Past-due amounts may be subject to a late charge of one percent (1.0%) per month, calculated from the date on which payment was due, or the maximum rate permitted by applicable law, whichever is less. The Client agrees that the imposition of a late charge shall not constitute a waiver of any other rights or remedies available to the Firm under this Engagement Letter or applicable law.
The Firm reserves the right to suspend work on this engagement if invoices remain unpaid for more than sixty (60) days from the date of issuance. Before exercising this right, C&H will provide the Client with written notice and a reasonable opportunity to cure the payment default.
6. Confidentiality
C&H will maintain the confidentiality of all information received from the Client, or on behalf of the Client, in connection with this engagement, in accordance with the Firm's professional obligations under applicable rules of professional conduct and the Firm's internal information security policies. Without limiting the generality of the foregoing, the Firm will not disclose Confidential Information (as defined below) to any third party, except as follows:
(a) Disclosures required by law, regulation, court order, or subpoena, provided that C&H will, to the extent permitted by law, provide the Client with prompt notice of any such requirement and cooperate with the Client in seeking a protective order or other appropriate relief;
(b) Disclosures to the FTC, DOJ, or other governmental authority as reasonably necessary for the preparation, submission, and prosecution of the HSR Filing and the clearance process, including disclosures made in response to informal inquiries, Second Request compliance, or voluntary submissions; and
(c) Disclosures made with the Client's prior written consent.
For purposes of this Section 6, "Confidential Information" means all non-public information, data, documents, and materials provided to C&H by or on behalf of the Client in connection with this engagement, including financial information, business plans, strategic analyses, customer data, proprietary investment strategies, and all other information that the Client designates as confidential or that a reasonable attorney would understand to be confidential in nature.
The Client acknowledges that certain Confidential Information may need to be shared with counsel to the Acquired Person, Blackwell, Oakes & Hardin LLP, or counsel to the selling sponsor, Lyle & Pennington LLP, in the ordinary course of coordinating HSR filings and related antitrust matters. The Firm will consult with the Client before making any such disclosures and will limit the scope of any shared information to that which is reasonably necessary for the filing and clearance process.
7. Conflicts of Interest
C&H has conducted a comprehensive conflicts check in connection with this engagement utilizing the Firm's conflicts management system. Based on the results of that check, the Firm is not currently aware of any conflict of interest that would prevent it from undertaking this engagement in accordance with applicable rules of professional conduct.
The Client acknowledges that C&H is a large law firm with offices in multiple jurisdictions and a diverse client base. The Client understands and agrees that C&H may currently represent, and may in the future represent, other clients in matters unrelated to this Transaction that may involve parties whose interests are adverse to the Client, the Client's affiliates, or the Client's managed funds or portfolio companies. The Client hereby consents to such representations, provided that (i) such representations are not substantially related to the subject matter of this engagement, and (ii) C&H complies at all times with its obligations under applicable rules of professional conduct, including the New York Rules of Professional Conduct.
For the avoidance of doubt, C&H confirms that it does not currently represent Ridgemark Capital Advisors, LLC, Thornfield Growth Partners, LLC, Dunmore Asset Management LLC, or any other party to the Transaction in any capacity. If C&H becomes aware of any potential conflict of interest during the course of this engagement, the Firm will promptly notify the Client and take appropriate steps to address the conflict in accordance with applicable professional responsibility rules.
8. Document Retention
Upon the conclusion of this engagement, whether by completion of the Services, termination, or otherwise, C&H will retain the engagement file (including both paper and electronic files) in accordance with the Firm's document retention policy, as in effect from time to time. The Firm's current policy provides for the retention of closed matter files for a period of ten (10) years following the closure of the matter, unless the Client requests the return of original documents or the parties agree upon an alternative retention arrangement.
Electronic files maintained in connection with this engagement, including HSR filings, correspondence with the FTC and DOJ, internal and external memoranda, and attorney work product, will be maintained in the Firm's secure document management system for the duration of the retention period. The Firm maintains commercially reasonable administrative, technical, and physical safeguards designed to protect the confidentiality and integrity of client files.
The Client may request the return of original documents at any time during or after the engagement by providing written notice to the Responsible Partner. Upon receipt of such request, C&H will return original documents to the Client within a reasonable period of time, retaining copies for the Firm's files as permitted by applicable professional responsibility rules.
9. Termination of Engagement
Either party may terminate this engagement at any time upon written notice to the other party. The Client's obligation to pay all fees and disbursements incurred through the date of termination shall survive any such termination. In the event of termination by the Client, C&H will render a final invoice reflecting all unbilled fees and disbursements through the date of termination, and payment of such final invoice shall be due within thirty (30) days of the date thereof.
Upon termination of this engagement, C&H will take such steps as are reasonably practicable to protect the Client's interests, including, without limitation, cooperating in the orderly transition of the matter to successor counsel selected by the Client. Such cooperation may include the preparation of a status memorandum, the transfer of relevant files and work product, and the provision of reasonable assistance to successor counsel in familiarizing themselves with the status of the matter.
Notwithstanding the termination of this engagement for any reason, the confidentiality obligations set forth in Section 6 of this Engagement Letter shall survive in full force and effect and shall continue to bind C&H and its partners, associates, and employees with respect to all Confidential Information received during the course of the engagement.
10. Limitation of Liability
To the fullest extent permitted by applicable law, C&H's aggregate liability to the Client in connection with this engagement, whether arising in contract, tort (including negligence), strict liability, or otherwise, shall not exceed the total amount of professional fees actually paid by the Client to C&H for Services rendered under this Engagement Letter. This limitation of liability applies to all claims, losses, damages, costs, and expenses of any nature arising out of or relating to the Services provided hereunder.
In no event shall C&H be liable to the Client or any third party for consequential, incidental, indirect, special, exemplary, or punitive damages of any kind, including, without limitation, lost profits, lost business opportunities, diminution in value, or damage to reputation, regardless of whether such damages were foreseeable or whether C&H was advised of the possibility of such damages.
The limitations set forth in this Section 10 shall not apply to losses arising from the Firm's willful misconduct or fraud.
11. Governing Law and Dispute Resolution
This Engagement Letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law that would require the application of the laws of any other jurisdiction.
Any dispute, controversy, or claim arising out of or relating to this Engagement Letter, the Services provided hereunder, or the relationship between C&H and the Client, including any dispute regarding the validity, interpretation, or enforceability of this Engagement Letter or any provision hereof, shall be submitted to final and binding arbitration in New York, New York, before a single arbitrator selected in accordance with the then-prevailing Commercial Arbitration Rules of the American Arbitration Association (the "AAA"). The arbitrator shall be a retired judge or attorney with not fewer than fifteen (15) years of experience in commercial litigation or the practice of law at a major law firm. The arbitration shall be conducted on a confidential basis, and neither party shall disclose the existence or results of any arbitration proceeding to any third party except as required by law or as necessary to enforce an arbitration award. The decision of the arbitrator shall be final and binding upon the parties, and judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Each party shall bear its own attorneys' fees and costs in connection with any arbitration proceeding, unless the arbitrator determines that an award of fees and costs to the prevailing party is warranted under the circumstances.
12. Entire Agreement and Amendments
This Engagement Letter, together with Attachment A (C&H Standard Terms and Conditions of Engagement) and Attachment B (C&H Privacy Notice and Data Processing Terms), constitutes the entire agreement between C&H and the Client with respect to the terms and conditions of this engagement, and supersedes all prior and contemporaneous discussions, negotiations, understandings, and agreements, whether oral or written, relating to the subject matter hereof.
This Engagement Letter may not be amended, modified, or supplemented except by a written instrument executed by both parties hereto. No waiver of any provision of this Engagement Letter shall be effective unless set forth in a writing signed by the party granting such waiver, and no such waiver shall constitute a waiver of any other provision or a continuing waiver of the same provision.
13. Acceptance and Execution
We are delighted to have the opportunity to represent Harrowgate Capital Management LLC in connection with this important transaction. If the foregoing terms and conditions are acceptable to you, please countersign this Engagement Letter in the space provided below and return a fully executed copy to our office. Upon receipt of the executed Engagement Letter, we will promptly commence work on the matters described herein.
Please do not hesitate to contact Howard Bellamy at (212) 554-7112 or howard.bellamy@calderwoodharkness.com, or Elaine Forsythe at (212) 554-7248 or elaine.forsythe@calderwoodharkness.com, if you have any questions regarding the terms of this engagement or if you would like to discuss any aspect of the proposed representation.
We look forward to working with you, Diane, Marcus, and the entire Harrowgate team.
CALDERWOOD & HARKNESS LLP
By: ________
Name: Howard Bellamy
Title: Partner — Responsible Partner
Antitrust & Competition Group Calderwood & Harkness LLP 425 Lexington Avenue, New York, NY 10017
Date: June 5, 2024
By: ________
Name: Elaine Forsythe
Title: Partner — Billing Partner
Antitrust & Competition Group Calderwood & Harkness LLP 425 Lexington Avenue, New York, NY 10017
Date: June 5, 2024
ACCEPTED AND AGREED
The undersigned hereby accepts and agrees to the terms and conditions of this Engagement Letter, including Attachment A and Attachment B attached hereto and incorporated herein by reference, on behalf of Harrowgate Capital Management LLC, in its capacity as general partner of Harrowgate Private Equity Fund IV, L.P.
HARROWGATE CAPITAL MANAGEMENT LLC
By: ________
Name: Gavin Trask
Title: Managing Partner & Chairman
Harrowgate Capital Management LLC 1200 North Market Street, Suite 1400 Wilmington, Delaware 19801
Date: ________
Enclosures
The following documents are enclosed with and incorporated into this Engagement Letter by reference:
Attachment A: Calderwood & Harkness LLP — Standard Terms and Conditions of Engagement
Attachment B: Calderwood & Harkness LLP — Privacy Notice and Data Processing Terms
This Engagement Letter and the attachments hereto contain information that is privileged, confidential, and/or protected by the attorney-client privilege and the work product doctrine. This document is intended solely for the use of the addressee. If you are not the intended recipient, please notify the sender immediately and destroy all copies of this document. Any unauthorized review, use, disclosure, or distribution of this document is strictly prohibited.
Name | Title | Role | Hourly Rate
Howard Bellamy | Partner, Antitrust & Competition Group | Responsible Partner | $1,650/hr
Elaine Forsythe | Partner, Antitrust & Competition Group | Billing Partner | $1,650/hr
Elliot Nguyen | Associate, Antitrust & Competition Group | Lead Associate | $875/hr
Aaron Liu | Associate, Antitrust & Competition Group | Working Associate | $875/hr

CALDERWOOD & HARKNESS LLP Attorneys at Law

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CALDERWOOD & HARKNESS LLP

ACCEPTED AND AGREED

HARROWGATE CAPITAL MANAGEMENT LLC

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