CALDERWOOD & HARKNESS LLP Attorneys at Law 425 Lexington Avenue New York, NY 10017

Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com

Howard Bellamy Direct Dial: (212) 558-4172 hbellamy@calderwoodharkness.com

September 3, 2024

Premerger Notification Office Bureau of Competition Federal Trade Commission 600 Pennsylvania Avenue, N.W. Washington, D.C. 20580

Re: Withdrawal of HSR Notification and Report Form — FTC Transaction Number 2418-7603 Proposed Acquisition of Ridgemark Capital Advisors, LLC by Harrowgate Capital Management LLC (as Ultimate Parent Entity of Harrowgate Private Equity Fund IV, L.P.)

To the Premerger Notification Office:

This firm, Calderwood & Harkness LLP, represents Harrowgate Capital Management LLC, a Delaware limited liability company, in its capacity as the Ultimate Parent Entity of Harrowgate Private Equity Fund IV, L.P., a Delaware limited partnership (collectively, the "Acquiring Person"), in connection with the above-referenced matter. We write with respect to the Notification and Report Form (the "HSR Filing") filed on June 18, 2024, with the Federal Trade Commission (the "Commission") and the Antitrust Division of the U.S. Department of Justice (the "Division"), pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, 15 U.S.C. § 18a (the "HSR Act"), and the rules and regulations promulgated thereunder at 16 C.F.R. Parts 801–803. The HSR Filing was assigned FTC Transaction Number 2418-7603.

The HSR Filing was made in connection with the proposed acquisition by Harrowgate Private Equity Fund IV, L.P. of one hundred percent (100%) of the outstanding membership interests of Ridgemark Capital Advisors, LLC, a Delaware limited liability company (the "Acquired Person"), pursuant to a Membership Interest Purchase Agreement dated June 4, 2024 (the "Purchase Agreement"), by and among Harrowgate Private Equity Fund IV, L.P., Ridgemark Capital Advisors, LLC, Jonathan Kessler, Priya Narayanan, certain other employee partners of the Acquired Person, and Thornfield Growth Partners, LLC.

Abandonment of the Proposed Transaction. We write to advise the Commission that the parties to the Purchase Agreement have abandoned the proposed transaction described in the HSR Filing. The Purchase Agreement, dated June 4, 2024, among Harrowgate Private Equity Fund IV, L.P., Ridgemark Capital Advisors, LLC, Jonathan Kessler, Priya Narayanan, the other employee partners named therein, and Thornfield Growth Partners, LLC, was terminated by mutual written agreement of the parties, effective as of August 30, 2024. As a result of such termination, the parties do not intend to consummate the proposed acquisition, and no further obligations remain outstanding under the Purchase Agreement that would require the consummation of the transaction as originally contemplated.

Formal Withdrawal of HSR Notification. In light of the foregoing, pursuant to 16 C.F.R. § 803.7, Calderwood & Harkness LLP, on behalf of the Acquiring Person, Harrowgate Capital Management LLC, in its capacity as the Ultimate Parent Entity of Harrowgate Private Equity Fund IV, L.P., hereby formally withdraws the Notification and Report Form filed on June 18, 2024, bearing FTC Transaction Number 2418-7603. Accordingly, any waiting period associated with the HSR Filing, to the extent not already expired or otherwise tolled, should be deemed terminated.

We note that, on July 16, 2024, the Commission issued a Request for Additional Information and Documentary Material (the "Second Request") to the Acquiring Person in connection with this transaction. In light of the abandonment of the proposed transaction and the withdrawal of the HSR Filing as set forth herein, the Second Request is now moot. The Acquiring Person will cease all compliance efforts with respect to the Second Request, effective as of the date of this letter.

We further note that the Acquired Person, Ridgemark Capital Advisors, LLC, through its counsel, Rajesh Subramaniam of Blackwell, Oakes & Hardin LLP, is separately and simultaneously notifying the Commission of the withdrawal of the Acquired Person's corresponding Notification and Report Form filed in connection with FTC Transaction Number 2418-7603.

Request for Confirmation. We respectfully request that the Premerger Notification Office provide written confirmation that the withdrawal of the HSR Filing has been accepted and that FTC Transaction Number 2418-7603 has been closed in the records of the Commission. Please direct any such confirmation, or any questions regarding this withdrawal, to:

Howard Bellamy Partner, Antitrust & Competition Group Calderwood & Harkness LLP 425 Lexington Avenue New York, NY 10017 Telephone: (212) 558-4172

Email: hbellamy@calderwoodharkness.com

Copies and Coordination. A copy of this letter is being sent simultaneously to the Antitrust Division of the U.S. Department of Justice, Premerger Notification Unit. In addition, counsel for the Acquired Person, Rajesh Subramaniam of Blackwell, Oakes & Hardin LLP, 125 High Street, Suite 2800, Boston, MA 02110, and counsel for Thornfield Growth Partners, LLC, Thomas Pennington III of Lyle & Pennington LLP, 51 West 52nd Street, New York, NY 10019, are being copied on this correspondence, as are the individuals listed below.

Should you have any questions or require any additional information in connection with the matters discussed herein, please do not hesitate to contact the undersigned at the telephone number or email address indicated above.

Respectfully submitted,