engagement-letter-hpe-fund-iv.docx

1003-00004 · Harrowgate Private Equity Fund IV LP · Administrative

engagement-letter-hpe-fund-iv.docx DOCUMENT M&A / Corporate

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CALDERWOOD & HARKNESS LLP Attorneys at Law One Liberty Plaza, 55th Floor New York, NY 10006 Telephone: (212) 455-7800 Facsimile: (212) 455-7801 www.calderwoodharkness.com

March 30, 2025

VIA EMAIL AND OVERNIGHT COURIER

Nathaniel Cross Managing Partner & Co-Founder Harrowgate Capital Partners LLC (as Investment Manager of Harrowgate Private Equity Fund IV LP) 1200 Market Street, Suite 3100 Wilmington, DE 19801

cc: Jonah Whitfield, Principal, Deal Lead Rebecca Talmadge, Partner, Head of Consumer & Retail Investing

Re: Engagement of Calderwood & Harkness LLP by Harrowgate Private Equity Fund IV LP — Take-Private Acquisition of Pennfield Holdings, Inc. (Nasdaq: PNFD) Matter Number: 1003-00004 Project Code Name: Project Summit

Dear Mr. Cross:

We are writing to confirm the terms and conditions of the engagement of Calderwood & Harkness LLP (the "Firm," "C&H," "we," or "us") by Harrowgate Private Equity Fund IV LP in connection with the proposed take-private acquisition of Pennfield Holdings, Inc. This engagement letter (this "Letter") sets forth the scope of our representation, the members of the engagement team, the fee arrangements, and the other terms governing our attorney-client relationship. We ask that you review this Letter carefully and, if acceptable, countersign and return a copy to us to confirm your agreement.

1. Engagement and Scope of Representation

Calderwood & Harkness LLP is pleased to confirm its engagement by Harrowgate Private Equity Fund IV LP, a Delaware limited partnership ("HPE Fund IV" or the "Client"), to serve as buyer's counsel in connection with HPE Fund IV's proposed take-private acquisition (the "Transaction") of Pennfield Holdings, Inc., a Delaware corporation listed on the Nasdaq Stock Market under the ticker symbol PNFD ("Pennfield" or the "Target").

The Transaction is currently structured as a reverse triangular merger under Section 251 of the Delaware General Corporation Law (the "DGCL"), pursuant to which Pinnacle Merger Sub, Inc., a newly formed, wholly owned Delaware corporation subsidiary of HPE Fund IV ("Merger Sub"), will merge with and into Pennfield, with Pennfield surviving the merger as a wholly owned subsidiary of HPE Fund IV (the "Surviving Corporation"). The aggregate merger consideration is expected to be approximately Nine Hundred Eighty Million Dollars ($980,000,000), representing Fifteen Dollars and Ninety-Five Cents ($15.95) per share of Pennfield common stock on a fully diluted basis, calculated on the basis of approximately 61,450,000 shares of Pennfield common stock outstanding (including shares underlying vested and unvested equity awards, calculated on a treasury stock method basis, and shares subject to rollover arrangements).

1.1 Scope of Representation

Our representation of the Client in connection with the Transaction will include, but is not limited to, the following:

(a) Merger Agreement and Ancillary Transaction Documents. Drafting, negotiating, reviewing, and finalizing the Agreement and Plan of Merger (the "Merger Agreement") between and among HPE Fund IV, Merger Sub, and Pennfield, together with all ancillary transaction agreements, including the following:

(i) the Equity Commitment Letter to be delivered by HPE Fund IV in favor of Merger Sub and, to the extent required, Pennfield, evidencing HPE Fund IV's commitment to fund the equity portion of the merger consideration;

(ii) the Co-Investment Agreement between HPE Fund IV and Ashford Growth Partners LP ("Ashford"), setting forth the terms and conditions of Ashford's co-investment in the Transaction;

(iii) the Limited Guarantee to be delivered by HPE Fund IV (or its designee) in favor of Pennfield guaranteeing certain obligations of Merger Sub under the Merger Agreement, including the reverse termination fee;

(iv) the Voting and Support Agreement to be entered into by certain stockholders of Pennfield in support of the Transaction;

(v) the Rollover Agreement (or Rollover Agreements, as applicable) with management rollover participants Catherine Langford (Chief Executive Officer), Derek Simmons (Chief Financial Officer), and Maxwell Dunn (Chief Operating Officer), pursuant to which such persons will contribute an aggregate of approximately Twenty-One Million Five Hundred Thousand Dollars ($21,500,000) in equity value into the post-closing entity in exchange for equity interests in the Surviving Corporation or a parent entity thereof; and

(vi) the Escrow Agreement among HPE Fund IV (or its designee), Pennfield (or the stockholder representative), and Grandview Trust Company, N.A., as escrow agent, establishing the terms of the post-closing escrow arrangements.

(b) Debt Financing Documentation. Review and markup of the Debt Commitment Letter from Falconer National Bank, N.A. (serving as Lead Arranger and Administrative Agent) and Dunmore Capital Markets LLC (serving as Co-Arranger and Joint Bookrunner) for total committed indebtedness of Six Hundred Forty Million Dollars ($640,000,000), together with the related fee letters, flex provisions, and any interim or final credit agreements, security documents, intercreditor agreements, and other financing documentation.

(c) Buyer-Side Disclosure Schedules. Preparation and review of all buyer-side disclosure schedules to the Merger Agreement, including schedules relating to the representations and warranties of HPE Fund IV and Merger Sub.

(d) Legal Due Diligence. Comprehensive legal due diligence of Pennfield and its domestic and international subsidiaries, including review and analysis of materials posted to the virtual data room hosted on Thackeray Solutions under the project name "Project Summit." Due diligence will encompass review of corporate organizational documents, material contracts, real property matters, intellectual property, employment and benefits matters, environmental compliance, litigation and regulatory proceedings, insurance coverage, and such other areas as may be reasonably necessary to advise the Client in connection with the Transaction.

(e) Representations and Warranty Insurance. Negotiation, review, and advice in connection with the buyer-side representations and warranty insurance policy (the "R&W Policy") to be issued by Meridian Specialty Insurance Company, including coordination with the insurance broker, Lockwood Risk Advisors LLC, and underwriting counsel, Winslow & Crane LLP. Our work will include review of the R&W Policy application, binder, and final policy, as well as analysis of policy exclusions, retention amounts, and coverage limits.

(f) Antitrust and Competition Matters. Federal antitrust and competition review, including analysis of the Transaction under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), preparation and submission of the HSR Act notification and report form (estimated filing date on or about April 8, 2025; the filing fee is currently estimated at $280,000, which will be the responsibility of the Client as set forth below), and strategic advice regarding the regulatory approval process, including preparation for any potential Second Request or investigation by the Federal Trade Commission or the Antitrust Division of the United States Department of Justice.

(g) SEC Compliance Matters. Review of and advice regarding compliance with applicable federal securities laws and regulations, including review and comment on the Schedule 13E-3 (Rule 13e-3 Transaction Statement), the Schedule 14A proxy statement to be filed by Pennfield in connection with the stockholder vote on the Transaction, and Form 8-K filings relating to the Transaction. The Firm's securities law advice will be provided from the buyer's perspective; we will not serve as securities counsel to Pennfield or its board of directors.

(h) Tax Structuring and Advice. Tax structuring and analysis in connection with the Transaction, including analysis of the federal income tax consequences of the reverse triangular merger structure, advice regarding the tax treatment of the management rollover arrangements (including qualification of such rollovers as tax-deferred transactions under applicable provisions of the Internal Revenue Code of 1986, as amended), and analysis of the potential benefits and consequences of a Section 338(h)(10) election. In addition, the Firm will provide advice regarding state and local tax considerations across the thirty-four (34) states in which Pennfield currently conducts business operations.

(i) Formation and Organizational Matters. Preparation of all formation and organizational documents for Pinnacle Merger Sub, Inc., including the Certificate of Incorporation, Bylaws, initial Board of Directors resolutions, and Written Consent of the Sole Stockholder (HPE Fund IV) authorizing the merger.

(j) Closing Deliverables and Coordination. Preparation of all closing deliverables, including officer's certificates, secretary's certificates, the FIRPTA certificate request to Pennfield, a comprehensive closing checklist, and the funds flow memorandum detailing the flow of all consideration, financing proceeds, and other amounts at closing.

(k) Coordination with Local Counsel. Coordination with local Delaware counsel, Marsden & Holt LLP (Elizabeth Parrish, Partner), for the preparation of DGCL legal opinions and the filing of the Certificate of Merger and related documents with the Delaware Secretary of State.

(l) General Transactional Advice. General legal advice to HPE Fund IV and its affiliates in connection with all aspects of the Transaction from the date hereof through the closing of the Transaction (the "Closing"), including advice on interim operating covenants, closing conditions, and any pre-closing or post-signing developments.

1.2 Matters Outside the Scope of Representation

For the avoidance of doubt, the scope of our engagement expressly does not include the representation of any of the following:

(a) Pennfield Holdings, Inc. or any of its subsidiaries, or the Special Committee of the Board of Directors of Pennfield (currently comprised of Gloria Vásquez, Martin Ashworth, and Diane Kauffman), which we understand is separately represented by Calloway, Briggs & Harmon LLP as legal counsel and Whitmore Zanthor & Co. as financial advisor;

(b) any individual rollover participant (including Catherine Langford, Derek Simmons, and Maxwell Dunn) in his or her personal capacity — each such individual should retain independent counsel to advise on the tax, employment, and other consequences of the rollover arrangements;

(c) Ashford Growth Partners LP, in its capacity as a separate party to the Co-Investment Agreement, or in any other capacity (Ashford should retain its own independent counsel with respect to its co-investment); and

(d) any portfolio company of Harrowgate Capital Partners LLC, other than Pennfield to the extent it becomes a subsidiary of the Client following the Closing, and except to the extent that advice relating to a portfolio company is directly relevant to and provided in the context of this Transaction.

Should the Client wish to engage the Firm in connection with any post-closing matters, integration activities, or additional transactions, such engagement would be the subject of a separate engagement letter.

2. Engagement Team

The following attorneys will comprise the core engagement team for this matter. Additional attorneys, paralegals, and professional staff may be assigned as necessary to ensure that the engagement is staffed appropriately at all times and that the Client receives prompt and efficient legal service.

2.1 Responsible Partner

Oliver Mackenzie, Partner, Mergers & Acquisitions Group. Mr. Mackenzie will have overall responsibility for the engagement and will serve as the primary relationship and supervisory partner. All significant strategic decisions and client communications will be overseen by Mr. Mackenzie. Mr. Mackenzie has extensive experience representing private equity sponsors in take-private transactions and leveraged buyouts, and he has served as lead partner on more than forty completed acquisition transactions in the past five years.

2.2 Billing Partner

Harrison Wexford, Partner, Mergers & Acquisitions Group. Mr. Wexford will oversee all billing, invoicing, and fee-related matters for this engagement. Any billing inquiries should be directed to Mr. Wexford or his designee. Mr. Wexford will also serve as a senior deal attorney on substantive transactional matters as needed.

2.3 Lead Associate

Ryan Kowalski, Associate, Mergers & Acquisitions Group. Mr. Kowalski will serve as the lead associate on the engagement and will be responsible for the day-to-day management of the transaction workflow, including document drafting, due diligence coordination, and communications with opposing counsel and other parties' advisors.

2.4 Working Associate

Megan Chu, Associate, Mergers & Acquisitions Group. Ms. Chu will work alongside Mr. Kowalski on all aspects of the Transaction, with particular focus on due diligence review, disclosure schedule preparation, and closing deliverables.

2.5 Tax Specialist

Sylvia Hartwell, Partner, Tax Group. Ms. Hartwell will lead all tax structuring matters for the Transaction, including the Section 338(h)(10) election analysis, the tax treatment of the management rollover arrangements, and the analysis of state and local tax considerations across the jurisdictions in which Pennfield operates. Ms. Hartwell's team may include additional tax associates and specialists as needed.

2.6 Antitrust and Competition Specialist

Elaine Forsythe, Partner, Antitrust & Competition Group. Ms. Forsythe will lead the HSR Act filing analysis, preparation, and submission, as well as the broader antitrust risk assessment and regulatory approval process. Ms. Forsythe will also advise on strategic considerations related to any potential second request or investigation by the applicable antitrust enforcement agency.

2.7 Client Contacts

The Firm reserves the right to assign additional attorneys, paralegals, and staff members as necessary to staff the engagement appropriately, and the Firm will endeavor to notify the Client of material changes to the engagement team. The Client's primary day-to-day contacts at Harrowgate Capital Partners LLC are expected to be Jonah Whitfield (Principal, Deal Lead) and Rebecca Talmadge (Partner, Head of Consumer & Retail Investing). The Firm will direct routine communications and document drafts to Mr. Whitfield and Ms. Talmadge unless otherwise instructed by the Client.

3. Fee Arrangements

3.1 Hourly Rates

Legal services rendered by the Firm in connection with this engagement will be billed on an hourly basis at the Firm's standard rates then in effect for the attorneys and other timekeepers assigned to the matter. The current standard hourly rates for the Firm's professionals for the calendar year 2025 are as follows:

The specific hourly rates for each member of the engagement team are set forth in Exhibit B attached hereto and incorporated herein by reference. The Firm's hourly rates are subject to periodic adjustment, typically on an annual basis effective January 1 of each year, and the Firm will provide advance notice to the Client of any rate adjustments. Any rate adjustments that take effect during the course of this engagement will apply to services rendered on or after the effective date of such adjustment.

3.2 Expenses and Disbursements

In addition to professional fees for legal services, the Client will be responsible for the reimbursement of all reasonable out-of-pocket expenses and disbursements incurred by the Firm in connection with this engagement. Such expenses and disbursements include, but are not limited to, the following:

(a) Filing Fees. All filing fees incurred in connection with the Transaction, including the HSR Act filing fee of Two Hundred Eighty Thousand Dollars ($280,000) (which will be invoiced as a direct pass-through to the Client), as well as any court and regulatory filing fees;

(b) Travel Expenses. Reasonable travel expenses, including airfare, hotel accommodations, ground transportation, and meals, incurred in connection with travel required for the Transaction (including travel to Wilmington, Delaware; Pennfield's corporate headquarters; and any regulatory proceedings);

(c) Document Reproduction and Delivery. Costs of document reproduction, printing, binding, and courier or overnight delivery services;

(d) Data Room Access. Costs associated with access to and use of the virtual data room hosted on Thackeray Solutions, to the extent such costs are borne by the Firm;

(e) Local Counsel Fees. Fees and expenses of local Delaware counsel, Marsden & Holt LLP, if such counsel is engaged through or at the direction of the Firm; alternatively, if Marsden & Holt LLP is engaged directly by the Client, its fees and expenses will be billed separately by that firm;

(f) Expert and Consultant Fees. Fees of any experts, consultants, or other professionals retained in connection with the Transaction, if applicable and pre-approved by the Client;

(g) Computerized Research. Charges for computerized legal research (including Westlaw, Sundial Solutions, and other research databases) incurred in connection with the engagement; and

(h) Other Disbursements. Such other reasonable and customary expenses and disbursements as may be incurred in the ordinary course of rendering legal services in connection with this engagement.

3.3 Billing and Payment Terms

The Firm will render invoices to the Client on a monthly basis. Each invoice will provide reasonable detail regarding the legal services rendered and expenses incurred during the applicable billing period, and will reference Matter Number 1003-00004. All invoices are due and payable within thirty (30) days of receipt.

Invoices will be directed to:

Harrowgate Capital Partners LLC

Attention: Accounts Payable / Jonah Whitfield

1200 Market Street, Suite 3100 Wilmington, DE 19801

The Firm may, in its discretion, require a retainer or advance payment at any time during the course of the engagement. Any such retainer or advance will be held in the Firm's client trust account (IOLTA account) and will be applied and credited against the final invoice rendered in connection with this engagement. The Firm will notify the Client in advance of any request for a retainer or advance payment.

In the event that any invoice remains unpaid for more than sixty (60) days after receipt, the Firm reserves the right to charge interest on the overdue balance at the rate of one percent (1.0%) per month (or the maximum rate permitted by applicable law, if less), compounding monthly, from the date such payment was due until the date of actual payment.

3.4 Fee Estimates

While the Firm is unable to provide a fixed fee for this engagement given the complexity, negotiated nature, and inherent uncertainties of the Transaction, the Firm estimates that aggregate legal fees and expenses (exclusive of the HSR Act filing fee and other third-party filing fees, and exclusive of fees of local Delaware counsel if engaged separately by the Client) for the full scope of work described in Section 1 through the Closing will be in the range of Three Million Five Hundred Thousand Dollars ($3,500,000) to Five Million Five Hundred Thousand Dollars ($5,500,000), depending on a number of factors, including the complexity and duration of the negotiation of the Merger Agreement and ancillary documents, the scope and duration of the regulatory review process, the extent of any litigation or contested matters (including any potential appraisal proceedings), and the overall timeline to Closing.

This estimate is provided solely for the Client's internal budgeting and planning purposes and does not constitute a fee cap, a cap on expenses, or a guarantee of total cost. Actual fees and expenses may be higher or lower than this estimate depending on the course of the Transaction. The Firm will endeavor to keep the Client informed of the status of fees and expenses as the engagement progresses and will promptly notify the Client if it appears that aggregate fees and expenses are likely to significantly exceed the upper end of this estimated range.

4. Client Identity and Affiliates

The Client for all purposes of this engagement is Harrowgate Private Equity Fund IV LP, a Delaware limited partnership (EIN: 87-2263148). All duties and obligations of the Firm under this Letter, including the duty of loyalty and the duty of confidentiality, run to HPE Fund IV as the Client.

The Firm acknowledges that, in the ordinary course of this engagement, it will receive instructions from, and communicate with, authorized representatives of Harrowgate Capital Partners IV GP LLC, a Delaware limited liability company and the general partner of HPE Fund IV (the "General Partner"), and Harrowgate Capital Partners LLC, a Delaware limited liability company and the investment manager of HPE Fund IV (the "Investment Manager"). Each of the following individuals is authorized to provide instructions to the Firm on behalf of the Client in connection with this engagement:

• Nathaniel Cross, Managing Partner & Co-Founder, Harrowgate Capital Partners LLC; Chairman, Harrowgate Capital Partners IV GP LLC

• Rebecca Talmadge, Partner, Head of Consumer & Retail Investing, Harrowgate Capital Partners LLC

• Jonah Whitfield, Principal, Deal Lead, Harrowgate Capital Partners LLC

Notwithstanding the foregoing, the Firm's attorney-client relationship is with HPE Fund IV, and such relationship does not extend individually to the General Partner, the Investment Manager, any of their respective principals, members, officers, or employees, or to any co-investor (including Ashford Growth Partners LP) or portfolio company of the Harrowgate platform, unless a separate attorney-client relationship is established in writing.

Pinnacle Merger Sub, Inc. (EIN: 93-4081562), a newly formed Delaware corporation, is included within the scope of this engagement as a wholly owned subsidiary of the Client that has been formed solely for the purpose of effectuating the Transaction. The Firm's representation of Merger Sub is co-extensive with its representation of the Client and is limited to matters arising in connection with the Transaction.

5. Conflicts of Interest

The Firm has conducted a comprehensive conflicts check in accordance with its standard procedures and, based on the information currently available to the Firm, is not aware of any conflict of interest that would prevent the Firm from representing HPE Fund IV in the Transaction in accordance with applicable rules of professional conduct.

Specifically, the Firm does not currently represent Pennfield Holdings, Inc., any member of the Pennfield Board of Directors, any member of the Special Committee of the Pennfield Board (currently comprised of Gloria Vásquez, Martin Ashworth, and Diane Kauffman), or any of Pennfield's professional advisors (including Calloway, Briggs & Harmon LLP and Whitmore Zanthor & Co.) in any matter that is adverse to the Client or that is substantially related to the Transaction.

The Client acknowledges and agrees that the Firm may currently represent, and may in the future represent, other clients in matters unrelated to the Transaction that could involve one or more of the parties to the Transaction or their affiliates. By way of example and not limitation, the Firm may represent or may come to represent Falconer National Bank, N.A., Dunmore Capital Markets LLC, Ashford Growth Partners LP, or their respective affiliates, in matters that are entirely unrelated to the Transaction and that are not directly adverse to HPE Fund IV in connection with the Transaction. By countersigning this Letter, the Client consents to such unrelated representations, provided that they do not involve the assertion of a claim or position that is directly adverse to HPE Fund IV in the Transaction. A form of the Firm's advance conflict waiver is attached hereto as Exhibit C and incorporated herein by reference.

In the event that an actual or potential conflict of interest arises during the course of this engagement, the Firm will promptly notify the Client and will work diligently to resolve the conflict in accordance with applicable rules of professional conduct, including, where appropriate, seeking the Client's informed written consent to continue the representation or, if the conflict cannot be resolved, withdrawing from the engagement in an orderly manner that minimizes prejudice to the Client.

6. Confidentiality and Privilege

All communications between the Client and the Firm, including oral communications, electronic mail, written correspondence, and all documents and materials transmitted between the parties, are intended to be protected by the attorney-client privilege. In addition, all work product prepared by the Firm in connection with this engagement, including memoranda, legal analyses, draft agreements, due diligence reports, and internal communications among Firm personnel, is intended to be protected by the attorney work product doctrine.

The Firm will maintain the confidentiality of all information received from or on behalf of the Client in connection with this engagement, consistent with the Firm's ethical obligations under the applicable rules of professional conduct and the terms of any confidentiality agreement or non-disclosure agreement executed by the Firm or the Client in connection with the Transaction, including the Confidentiality Agreement between HPE Fund IV (or its affiliate) and Pennfield governing access to the virtual data room.

The Client acknowledges that certain information provided to the Firm may need to be disclosed in connection with regulatory filings (including, without limitation, HSR Act notification and report forms and SEC filings such as the Schedule 13E-3 and Schedule 14A), court or arbitration proceedings, or as otherwise required by applicable law, regulation, or legal process. The Firm will consult with the Client to the extent practicable before making any such disclosure and will use commercially reasonable efforts to limit the scope of any required disclosure.

The Firm's obligation of confidentiality with respect to Client information survives the termination, completion, or other conclusion of this engagement and continues indefinitely thereafter, subject only to the exceptions described in this Section 6 and as otherwise permitted by applicable rules of professional conduct.

7. Document Retention

Following the conclusion of this engagement (whether by completion of the Transaction, termination of the engagement, or otherwise), the Firm will retain the engagement files and documents in accordance with the Firm's standard document retention policy then in effect.

Under the Firm's current policy, the Firm may, in its discretion, destroy engagement files after a period of ten (10) years following the conclusion or termination of the engagement, unless the Client provides a written request that files be returned to the Client or maintained by the Firm for a longer period. Any such request should be directed to the Responsible Partner or the Billing Partner identified in Section 2 of this Letter.

The Client is encouraged to maintain its own complete copies of all significant documents, agreements, correspondence, and other materials generated or received in connection with this engagement. The Firm will cooperate with the Client in providing access to or copies of engagement files as reasonably requested during the retention period, subject to the Firm's right to retain copies for its own records and to charge reasonable fees for reproduction and delivery.

8. Termination

Either the Client or the Firm may terminate this engagement at any time upon written notice to the other party. In the case of termination by the Firm, such termination shall be subject to the Firm's ethical obligations to avoid prejudice to the Client, including providing reasonable notice and, where applicable, obtaining leave of any tribunal before which the Firm may be appearing on the Client's behalf. The Firm will take all steps reasonably necessary to protect the Client's interests during any transition period.

Upon termination of this engagement for any reason, the Client will remain responsible for the payment of all fees and expenses incurred by the Firm through the effective date of termination. The Firm will render a final invoice promptly following the effective date of termination, and such invoice shall be due and payable in accordance with the terms of Section 3.3 of this Letter.

The Firm's obligations of confidentiality, privilege, and document retention, as described in Sections 6 and 7 of this Letter, shall survive any termination of this engagement and shall continue in full force and effect.

9. Limitation of Liability

To the fullest extent permitted by applicable law, the Firm's aggregate liability to the Client arising out of or relating to this engagement, whether based in contract, tort (including negligence), statute, or any other theory of liability, shall not exceed the total amount of professional fees actually paid by the Client to the Firm under this engagement letter.

In no event shall the Firm be liable to the Client for any consequential, incidental, indirect, special, exemplary, or punitive damages, including without limitation lost profits, loss of business opportunity, or diminution in value, regardless of whether the Firm has been advised of the possibility of such damages and regardless of the form of action.

The foregoing limitations of liability shall not apply to any liability arising directly from the Firm's willful misconduct or gross negligence in the performance of its obligations under this engagement.

10. Governing Law and Dispute Resolution

This engagement letter and the relationship between the Firm and the Client shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles that would require or permit the application of the laws of any other jurisdiction.

Any dispute, controversy, or claim arising out of or relating to this engagement or the breach, termination, or validity hereof shall be finally resolved by binding arbitration administered in Wilmington, Delaware, in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. The arbitration shall be conducted by a single arbitrator selected in accordance with such rules. The arbitrator's award shall be final and binding on the parties and may be entered as a judgment in any court of competent jurisdiction. Each party agrees to maintain the confidentiality of all arbitration proceedings, submissions, and awards, except to the extent disclosure is required by applicable law or regulation.

The prevailing party in any arbitration or other proceeding arising under or in connection with this engagement letter shall be entitled to recover its reasonable attorneys' fees, costs, and expenses from the non-prevailing party.

11. Miscellaneous Provisions

11.1 Entire Agreement. This engagement letter, including all exhibits attached hereto and incorporated herein by reference, constitutes the entire agreement between Calderwood & Harkness LLP and the Client with respect to the subject matter hereof and supersedes all prior and contemporaneous oral or written communications, proposals, representations, understandings, and agreements between the parties with respect to such subject matter.

11.2 Amendments. No amendment, modification, supplement, or waiver of any provision of this engagement letter shall be effective unless made in writing and signed by authorized representatives of both the Firm and the Client.

11.3 Counterparts. This engagement letter may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution and delivery of this engagement letter by electronic signature (including signatures transmitted by PDF, DocuSign, or similar electronic signature platform) shall be deemed valid and effective for all purposes.

11.4 Notices. All notices, requests, demands, and other communications required or permitted under this engagement letter shall be in writing and shall be deemed duly given when delivered personally, sent by recognized overnight courier service, or transmitted by electronic mail (with confirmation of receipt), addressed as follows:

If to the Firm:

Oliver Mackenzie, Partner Calderwood & Harkness LLP One Liberty Plaza, 55th Floor New York, NY 10006

Email: omackenzie@calderwoodharkness.com

If to the Client:

Jonah Whitfield, Principal, Deal Lead Harrowgate Capital Partners LLC 1200 Market Street, Suite 3100 Wilmington, DE 19801

Email: jwhitfield@harrowgatecapital.com

Either party may change its address for purposes of notices under this Letter by providing written notice to the other party in accordance with this Section 11.4.

11.5 Assignment. Neither party may assign, delegate, or otherwise transfer its rights or obligations under this engagement letter without the prior written consent of the other party. Any purported assignment in violation of this provision shall be null and void. Subject to the foregoing, this engagement letter shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

11.6 Severability. If any provision of this engagement letter is held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this engagement letter shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.

11.7 Waiver. The failure of either party to enforce any provision of this engagement letter shall not be construed as a waiver of such provision or the right to enforce it at a later time.

12. Acceptance

We respectfully request that the Client confirm its agreement to the terms and conditions of this engagement letter by having an authorized representative countersign this Letter in the space provided below and return a signed copy to the undersigned. This Letter shall become effective upon execution by both parties.

We are pleased to represent Harrowgate Private Equity Fund IV LP in this important transaction and look forward to working with you and your team. Please do not hesitate to contact Oliver Mackenzie or Harrison Wexford at any time if you have questions regarding this Letter or any other aspect of the engagement.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Oliver Mackenzie

Title: Partner (Responsible Partner)

Date: ________

By: ________

Name: Harrison Wexford

Title: Partner (Billing Partner)

Date: ________

ACKNOWLEDGED AND AGREED:

HARROWGATE PRIVATE EQUITY FUND IV LP

By: Harrowgate Capital Partners IV GP LLC, its General Partner

By: ________

Name: Nathaniel Cross

Title: Managing Partner & Co-Founder, Harrowgate Capital Partners LLC; Chairman, Harrowgate Capital Partners IV GP LLC

Date: ________

Enclosures

The following exhibits are attached hereto and incorporated herein by reference as integral parts of this engagement letter:

Exhibit A: Standard Terms of Engagement (including detailed provisions regarding data security and cybersecurity protocols, use of electronic communications, anti-money laundering compliance, and Office of Foreign Assets Control (OFAC) sanctions screening procedures)

Exhibit B: Current Hourly Rate Schedule for Engagement Team Members (setting forth the individual hourly billing rates for Oliver Mackenzie, Harrison Wexford, Ryan Kowalski, Megan Chu, Sylvia Hartwell, and Elaine Forsythe, as well as rates for paralegals and other support staff expected to work on the engagement)

Exhibit C: Advance Conflict Waiver — Unrelated Representations (form consent regarding the Firm's representation of other parties in matters unrelated to the Transaction, as described in Section 5 of this engagement letter)

EXHIBIT A

STANDARD TERMS OF ENGAGEMENT

The Standard Terms of Engagement of Calderwood & Harkness LLP, as in effect on March 30, 2025, are incorporated by reference into the engagement letter to which this Exhibit A is attached. The Standard Terms of Engagement include, among other things, the following provisions:

1. Data Security. The Firm maintains commercially reasonable administrative, technical, and physical safeguards designed to protect the confidentiality, integrity, and availability of Client information. The Firm's information security program is designed to comply with applicable laws and regulations and is subject to regular assessment and review.

2. Electronic Communications. The Client consents to the Firm's use of unencrypted electronic mail for routine communications, unless the Client specifically requests the use of encrypted communications for particular categories of information. The Client acknowledges the inherent risks associated with electronic communications, including the risk of interception by unauthorized third parties.

3. Anti-Money Laundering Compliance. The Firm maintains procedures designed to comply with applicable anti-money laundering laws and regulations, including the USA PATRIOT Act. The Firm may request information from the Client for purposes of verifying the identity of the Client and its beneficial owners, and the Client agrees to provide such information promptly upon request.

4. OFAC Sanctions Screening. The Firm conducts screening of clients and related parties against the lists maintained by the Office of Foreign Assets Control of the United States Department of the Treasury and other applicable sanctions lists. In the event that a screening reveals a potential match, the Firm may be required to take certain actions, including suspending the engagement or filing reports with applicable governmental authorities.

A complete copy of the Standard Terms of Engagement is available upon request from the Responsible Partner or the Billing Partner identified in the engagement letter.

EXHIBIT B

CURRENT HOURLY RATE SCHEDULE ENGAGEMENT TEAM MEMBERS — MATTER NO. 1003-00004

The following hourly rates are in effect as of March 30, 2025, for the core engagement team members assigned to this matter. These rates are subject to periodic adjustment as described in Section 3.1 of the engagement letter.

Rates for additional attorneys, paralegals, and other timekeepers who may be assigned to the engagement will fall within the ranges set forth in Section 3.1 of the engagement letter and will be reflected on the applicable monthly invoice.

EXHIBIT C

ADVANCE CONFLICT WAIVER — UNRELATED REPRESENTATIONS

Reference is made to the Engagement Letter dated March 30, 2025 (the "Engagement Letter"), between Calderwood & Harkness LLP (the "Firm") and Harrowgate Private Equity Fund IV LP (the "Client"), relating to the Firm's engagement as buyer's counsel in connection with the proposed take-private acquisition of Pennfield Holdings, Inc. (the "Transaction"). Capitalized terms used but not defined herein have the meanings given to them in the Engagement Letter.

By countersigning the Engagement Letter (to which this Exhibit C is attached), the Client acknowledges and agrees to the following:

1. The Firm is a large, multi-practice law firm that represents a wide range of clients across numerous industries and practice areas. The Client understands that the Firm may currently represent, or may in the future be asked to represent, one or more parties involved in the Transaction (including, without limitation, Falconer National Bank, N.A., Dunmore Capital Markets LLC, Ashford Growth Partners LP, Grandview Trust Company, N.A., Meridian Specialty Insurance Company, Lockwood Risk Advisors LLC, or their respective affiliates) in matters that are entirely unrelated to the Transaction.

2. The Client hereby consents to such unrelated representations, provided that (a) the unrelated matter does not involve the assertion of a claim, defense, or position that is directly adverse to HPE Fund IV in the Transaction, and (b) the Firm maintains appropriate information barriers and other ethical safeguards to protect the Client's confidential information from disclosure to other clients in unrelated matters.

3. This advance waiver is intended to be interpreted broadly and in accordance with the applicable rules of professional conduct, including Rule 1.7 of the Delaware Lawyers' Rules of Professional Conduct and any comparable rules in other applicable jurisdictions. The Client has had the opportunity to consult with independent counsel regarding the implications of this waiver and provides this consent knowingly and voluntarily.

4. This advance waiver does not extend to any matter that is substantially related to the Transaction or in which the Firm would be required to use or disclose confidential information of the Client. In the event that a proposed representation falls outside the scope of this waiver, the Firm will seek the Client's specific informed consent before accepting such representation, or will decline the representation if consent is not obtained.

This Exhibit C is incorporated into and forms an integral part of the Engagement Letter.

Matter No. 1003-00004	Project Summit	Calderwood & Harkness LLP	Confidential
Timekeeper Category	Rate Range (per hour)
Partners	$1,450 — $1,850
Counsel	$1,200 — $1,450
Associates	$750 — $1,250
Paralegals and Legal Assistants	$350 — $550
Timekeeper	Position	Practice Group	Hourly Rate
Oliver Mackenzie	Partner	Mergers & Acquisitions	$1,825
Harrison Wexford	Partner	Mergers & Acquisitions	$1,750
Sylvia Hartwell	Partner	Tax	$1,650
Elaine Forsythe	Partner	Antitrust & Competition	$1,700
Ryan Kowalski	Senior Associate	Mergers & Acquisitions	$1,150
Megan Chu	Associate	Mergers & Acquisitions	$950

CALDERWOOD & HARKNESS LLP Attorneys at Law One Liberty Plaza, 55th Floor New York, NY 10006 Telephone: (212) 455-7800 Facsimile: (212) 455-7801 www.calderwoodharkness.com
March 30, 2025
VIA EMAIL AND OVERNIGHT COURIER
Nathaniel Cross Managing Partner & Co-Founder Harrowgate Capital Partners LLC (as Investment Manager of Harrowgate Private Equity Fund IV LP) 1200 Market Street, Suite 3100 Wilmington, DE 19801
cc: Jonah Whitfield, Principal, Deal Lead Rebecca Talmadge, Partner, Head of Consumer & Retail Investing
Re: Engagement of Calderwood & Harkness LLP by Harrowgate Private Equity Fund IV LP — Take-Private Acquisition of Pennfield Holdings, Inc. (Nasdaq: PNFD) Matter Number: 1003-00004 Project Code Name: Project Summit
Dear Mr. Cross:
We are writing to confirm the terms and conditions of the engagement of Calderwood & Harkness LLP (the "Firm," "C&H," "we," or "us") by Harrowgate Private Equity Fund IV LP in connection with the proposed take-private acquisition of Pennfield Holdings, Inc. This engagement letter (this "Letter") sets forth the scope of our representation, the members of the engagement team, the fee arrangements, and the other terms governing our attorney-client relationship. We ask that you review this Letter carefully and, if acceptable, countersign and return a copy to us to confirm your agreement.
1. Engagement and Scope of Representation
Calderwood & Harkness LLP is pleased to confirm its engagement by Harrowgate Private Equity Fund IV LP, a Delaware limited partnership ("HPE Fund IV" or the "Client"), to serve as buyer's counsel in connection with HPE Fund IV's proposed take-private acquisition (the "Transaction") of Pennfield Holdings, Inc., a Delaware corporation listed on the Nasdaq Stock Market under the ticker symbol PNFD ("Pennfield" or the "Target").
The Transaction is currently structured as a reverse triangular merger under Section 251 of the Delaware General Corporation Law (the "DGCL"), pursuant to which Pinnacle Merger Sub, Inc., a newly formed, wholly owned Delaware corporation subsidiary of HPE Fund IV ("Merger Sub"), will merge with and into Pennfield, with Pennfield surviving the merger as a wholly owned subsidiary of HPE Fund IV (the "Surviving Corporation"). The aggregate merger consideration is expected to be approximately Nine Hundred Eighty Million Dollars ($980,000,000), representing Fifteen Dollars and Ninety-Five Cents ($15.95) per share of Pennfield common stock on a fully diluted basis, calculated on the basis of approximately 61,450,000 shares of Pennfield common stock outstanding (including shares underlying vested and unvested equity awards, calculated on a treasury stock method basis, and shares subject to rollover arrangements).
1.1 Scope of Representation
Our representation of the Client in connection with the Transaction will include, but is not limited to, the following:
(a) Merger Agreement and Ancillary Transaction Documents. Drafting, negotiating, reviewing, and finalizing the Agreement and Plan of Merger (the "Merger Agreement") between and among HPE Fund IV, Merger Sub, and Pennfield, together with all ancillary transaction agreements, including the following:
(i) the Equity Commitment Letter to be delivered by HPE Fund IV in favor of Merger Sub and, to the extent required, Pennfield, evidencing HPE Fund IV's commitment to fund the equity portion of the merger consideration;
(ii) the Co-Investment Agreement between HPE Fund IV and Ashford Growth Partners LP ("Ashford"), setting forth the terms and conditions of Ashford's co-investment in the Transaction;
(iii) the Limited Guarantee to be delivered by HPE Fund IV (or its designee) in favor of Pennfield guaranteeing certain obligations of Merger Sub under the Merger Agreement, including the reverse termination fee;
(iv) the Voting and Support Agreement to be entered into by certain stockholders of Pennfield in support of the Transaction;
(v) the Rollover Agreement (or Rollover Agreements, as applicable) with management rollover participants Catherine Langford (Chief Executive Officer), Derek Simmons (Chief Financial Officer), and Maxwell Dunn (Chief Operating Officer), pursuant to which such persons will contribute an aggregate of approximately Twenty-One Million Five Hundred Thousand Dollars ($21,500,000) in equity value into the post-closing entity in exchange for equity interests in the Surviving Corporation or a parent entity thereof; and
(vi) the Escrow Agreement among HPE Fund IV (or its designee), Pennfield (or the stockholder representative), and Grandview Trust Company, N.A., as escrow agent, establishing the terms of the post-closing escrow arrangements.
(b) Debt Financing Documentation. Review and markup of the Debt Commitment Letter from Falconer National Bank, N.A. (serving as Lead Arranger and Administrative Agent) and Dunmore Capital Markets LLC (serving as Co-Arranger and Joint Bookrunner) for total committed indebtedness of Six Hundred Forty Million Dollars ($640,000,000), together with the related fee letters, flex provisions, and any interim or final credit agreements, security documents, intercreditor agreements, and other financing documentation.
(c) Buyer-Side Disclosure Schedules. Preparation and review of all buyer-side disclosure schedules to the Merger Agreement, including schedules relating to the representations and warranties of HPE Fund IV and Merger Sub.
(d) Legal Due Diligence. Comprehensive legal due diligence of Pennfield and its domestic and international subsidiaries, including review and analysis of materials posted to the virtual data room hosted on Thackeray Solutions under the project name "Project Summit." Due diligence will encompass review of corporate organizational documents, material contracts, real property matters, intellectual property, employment and benefits matters, environmental compliance, litigation and regulatory proceedings, insurance coverage, and such other areas as may be reasonably necessary to advise the Client in connection with the Transaction.
(e) Representations and Warranty Insurance. Negotiation, review, and advice in connection with the buyer-side representations and warranty insurance policy (the "R&W Policy") to be issued by Meridian Specialty Insurance Company, including coordination with the insurance broker, Lockwood Risk Advisors LLC, and underwriting counsel, Winslow & Crane LLP. Our work will include review of the R&W Policy application, binder, and final policy, as well as analysis of policy exclusions, retention amounts, and coverage limits.
(f) Antitrust and Competition Matters. Federal antitrust and competition review, including analysis of the Transaction under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), preparation and submission of the HSR Act notification and report form (estimated filing date on or about April 8, 2025; the filing fee is currently estimated at $280,000, which will be the responsibility of the Client as set forth below), and strategic advice regarding the regulatory approval process, including preparation for any potential Second Request or investigation by the Federal Trade Commission or the Antitrust Division of the United States Department of Justice.
(g) SEC Compliance Matters. Review of and advice regarding compliance with applicable federal securities laws and regulations, including review and comment on the Schedule 13E-3 (Rule 13e-3 Transaction Statement), the Schedule 14A proxy statement to be filed by Pennfield in connection with the stockholder vote on the Transaction, and Form 8-K filings relating to the Transaction. The Firm's securities law advice will be provided from the buyer's perspective; we will not serve as securities counsel to Pennfield or its board of directors.
(h) Tax Structuring and Advice. Tax structuring and analysis in connection with the Transaction, including analysis of the federal income tax consequences of the reverse triangular merger structure, advice regarding the tax treatment of the management rollover arrangements (including qualification of such rollovers as tax-deferred transactions under applicable provisions of the Internal Revenue Code of 1986, as amended), and analysis of the potential benefits and consequences of a Section 338(h)(10) election. In addition, the Firm will provide advice regarding state and local tax considerations across the thirty-four (34) states in which Pennfield currently conducts business operations.
(i) Formation and Organizational Matters. Preparation of all formation and organizational documents for Pinnacle Merger Sub, Inc., including the Certificate of Incorporation, Bylaws, initial Board of Directors resolutions, and Written Consent of the Sole Stockholder (HPE Fund IV) authorizing the merger.
(j) Closing Deliverables and Coordination. Preparation of all closing deliverables, including officer's certificates, secretary's certificates, the FIRPTA certificate request to Pennfield, a comprehensive closing checklist, and the funds flow memorandum detailing the flow of all consideration, financing proceeds, and other amounts at closing.
(k) Coordination with Local Counsel. Coordination with local Delaware counsel, Marsden & Holt LLP (Elizabeth Parrish, Partner), for the preparation of DGCL legal opinions and the filing of the Certificate of Merger and related documents with the Delaware Secretary of State.
(l) General Transactional Advice. General legal advice to HPE Fund IV and its affiliates in connection with all aspects of the Transaction from the date hereof through the closing of the Transaction (the "Closing"), including advice on interim operating covenants, closing conditions, and any pre-closing or post-signing developments.
1.2 Matters Outside the Scope of Representation
For the avoidance of doubt, the scope of our engagement expressly does not include the representation of any of the following:
(a) Pennfield Holdings, Inc. or any of its subsidiaries, or the Special Committee of the Board of Directors of Pennfield (currently comprised of Gloria Vásquez, Martin Ashworth, and Diane Kauffman), which we understand is separately represented by Calloway, Briggs & Harmon LLP as legal counsel and Whitmore Zanthor & Co. as financial advisor;
(b) any individual rollover participant (including Catherine Langford, Derek Simmons, and Maxwell Dunn) in his or her personal capacity — each such individual should retain independent counsel to advise on the tax, employment, and other consequences of the rollover arrangements;
(c) Ashford Growth Partners LP, in its capacity as a separate party to the Co-Investment Agreement, or in any other capacity (Ashford should retain its own independent counsel with respect to its co-investment); and
(d) any portfolio company of Harrowgate Capital Partners LLC, other than Pennfield to the extent it becomes a subsidiary of the Client following the Closing, and except to the extent that advice relating to a portfolio company is directly relevant to and provided in the context of this Transaction.
Should the Client wish to engage the Firm in connection with any post-closing matters, integration activities, or additional transactions, such engagement would be the subject of a separate engagement letter.
2. Engagement Team
The following attorneys will comprise the core engagement team for this matter. Additional attorneys, paralegals, and professional staff may be assigned as necessary to ensure that the engagement is staffed appropriately at all times and that the Client receives prompt and efficient legal service.
2.1 Responsible Partner
Oliver Mackenzie, Partner, Mergers & Acquisitions Group. Mr. Mackenzie will have overall responsibility for the engagement and will serve as the primary relationship and supervisory partner. All significant strategic decisions and client communications will be overseen by Mr. Mackenzie. Mr. Mackenzie has extensive experience representing private equity sponsors in take-private transactions and leveraged buyouts, and he has served as lead partner on more than forty completed acquisition transactions in the past five years.
2.2 Billing Partner
Harrison Wexford, Partner, Mergers & Acquisitions Group. Mr. Wexford will oversee all billing, invoicing, and fee-related matters for this engagement. Any billing inquiries should be directed to Mr. Wexford or his designee. Mr. Wexford will also serve as a senior deal attorney on substantive transactional matters as needed.
2.3 Lead Associate
Ryan Kowalski, Associate, Mergers & Acquisitions Group. Mr. Kowalski will serve as the lead associate on the engagement and will be responsible for the day-to-day management of the transaction workflow, including document drafting, due diligence coordination, and communications with opposing counsel and other parties' advisors.
2.4 Working Associate
Megan Chu, Associate, Mergers & Acquisitions Group. Ms. Chu will work alongside Mr. Kowalski on all aspects of the Transaction, with particular focus on due diligence review, disclosure schedule preparation, and closing deliverables.
2.5 Tax Specialist
Sylvia Hartwell, Partner, Tax Group. Ms. Hartwell will lead all tax structuring matters for the Transaction, including the Section 338(h)(10) election analysis, the tax treatment of the management rollover arrangements, and the analysis of state and local tax considerations across the jurisdictions in which Pennfield operates. Ms. Hartwell's team may include additional tax associates and specialists as needed.
2.6 Antitrust and Competition Specialist
Elaine Forsythe, Partner, Antitrust & Competition Group. Ms. Forsythe will lead the HSR Act filing analysis, preparation, and submission, as well as the broader antitrust risk assessment and regulatory approval process. Ms. Forsythe will also advise on strategic considerations related to any potential second request or investigation by the applicable antitrust enforcement agency.
2.7 Client Contacts
The Firm reserves the right to assign additional attorneys, paralegals, and staff members as necessary to staff the engagement appropriately, and the Firm will endeavor to notify the Client of material changes to the engagement team. The Client's primary day-to-day contacts at Harrowgate Capital Partners LLC are expected to be Jonah Whitfield (Principal, Deal Lead) and Rebecca Talmadge (Partner, Head of Consumer & Retail Investing). The Firm will direct routine communications and document drafts to Mr. Whitfield and Ms. Talmadge unless otherwise instructed by the Client.
3. Fee Arrangements
3.1 Hourly Rates
Legal services rendered by the Firm in connection with this engagement will be billed on an hourly basis at the Firm's standard rates then in effect for the attorneys and other timekeepers assigned to the matter. The current standard hourly rates for the Firm's professionals for the calendar year 2025 are as follows:
The specific hourly rates for each member of the engagement team are set forth in Exhibit B attached hereto and incorporated herein by reference. The Firm's hourly rates are subject to periodic adjustment, typically on an annual basis effective January 1 of each year, and the Firm will provide advance notice to the Client of any rate adjustments. Any rate adjustments that take effect during the course of this engagement will apply to services rendered on or after the effective date of such adjustment.
3.2 Expenses and Disbursements
In addition to professional fees for legal services, the Client will be responsible for the reimbursement of all reasonable out-of-pocket expenses and disbursements incurred by the Firm in connection with this engagement. Such expenses and disbursements include, but are not limited to, the following:
(a) Filing Fees. All filing fees incurred in connection with the Transaction, including the HSR Act filing fee of Two Hundred Eighty Thousand Dollars ($280,000) (which will be invoiced as a direct pass-through to the Client), as well as any court and regulatory filing fees;
(b) Travel Expenses. Reasonable travel expenses, including airfare, hotel accommodations, ground transportation, and meals, incurred in connection with travel required for the Transaction (including travel to Wilmington, Delaware; Pennfield's corporate headquarters; and any regulatory proceedings);
(c) Document Reproduction and Delivery. Costs of document reproduction, printing, binding, and courier or overnight delivery services;
(d) Data Room Access. Costs associated with access to and use of the virtual data room hosted on Thackeray Solutions, to the extent such costs are borne by the Firm;
(e) Local Counsel Fees. Fees and expenses of local Delaware counsel, Marsden & Holt LLP, if such counsel is engaged through or at the direction of the Firm; alternatively, if Marsden & Holt LLP is engaged directly by the Client, its fees and expenses will be billed separately by that firm;
(f) Expert and Consultant Fees. Fees of any experts, consultants, or other professionals retained in connection with the Transaction, if applicable and pre-approved by the Client;
(g) Computerized Research. Charges for computerized legal research (including Westlaw, Sundial Solutions, and other research databases) incurred in connection with the engagement; and
(h) Other Disbursements. Such other reasonable and customary expenses and disbursements as may be incurred in the ordinary course of rendering legal services in connection with this engagement.
3.3 Billing and Payment Terms
The Firm will render invoices to the Client on a monthly basis. Each invoice will provide reasonable detail regarding the legal services rendered and expenses incurred during the applicable billing period, and will reference Matter Number 1003-00004. All invoices are due and payable within thirty (30) days of receipt.
Invoices will be directed to:
Harrowgate Capital Partners LLC
Attention: Accounts Payable / Jonah Whitfield
1200 Market Street, Suite 3100 Wilmington, DE 19801
The Firm may, in its discretion, require a retainer or advance payment at any time during the course of the engagement. Any such retainer or advance will be held in the Firm's client trust account (IOLTA account) and will be applied and credited against the final invoice rendered in connection with this engagement. The Firm will notify the Client in advance of any request for a retainer or advance payment.
In the event that any invoice remains unpaid for more than sixty (60) days after receipt, the Firm reserves the right to charge interest on the overdue balance at the rate of one percent (1.0%) per month (or the maximum rate permitted by applicable law, if less), compounding monthly, from the date such payment was due until the date of actual payment.
3.4 Fee Estimates
While the Firm is unable to provide a fixed fee for this engagement given the complexity, negotiated nature, and inherent uncertainties of the Transaction, the Firm estimates that aggregate legal fees and expenses (exclusive of the HSR Act filing fee and other third-party filing fees, and exclusive of fees of local Delaware counsel if engaged separately by the Client) for the full scope of work described in Section 1 through the Closing will be in the range of Three Million Five Hundred Thousand Dollars ($3,500,000) to Five Million Five Hundred Thousand Dollars ($5,500,000), depending on a number of factors, including the complexity and duration of the negotiation of the Merger Agreement and ancillary documents, the scope and duration of the regulatory review process, the extent of any litigation or contested matters (including any potential appraisal proceedings), and the overall timeline to Closing.
This estimate is provided solely for the Client's internal budgeting and planning purposes and does not constitute a fee cap, a cap on expenses, or a guarantee of total cost. Actual fees and expenses may be higher or lower than this estimate depending on the course of the Transaction. The Firm will endeavor to keep the Client informed of the status of fees and expenses as the engagement progresses and will promptly notify the Client if it appears that aggregate fees and expenses are likely to significantly exceed the upper end of this estimated range.
4. Client Identity and Affiliates
The Client for all purposes of this engagement is Harrowgate Private Equity Fund IV LP, a Delaware limited partnership (EIN: 87-2263148). All duties and obligations of the Firm under this Letter, including the duty of loyalty and the duty of confidentiality, run to HPE Fund IV as the Client.
The Firm acknowledges that, in the ordinary course of this engagement, it will receive instructions from, and communicate with, authorized representatives of Harrowgate Capital Partners IV GP LLC, a Delaware limited liability company and the general partner of HPE Fund IV (the "General Partner"), and Harrowgate Capital Partners LLC, a Delaware limited liability company and the investment manager of HPE Fund IV (the "Investment Manager"). Each of the following individuals is authorized to provide instructions to the Firm on behalf of the Client in connection with this engagement:
•  Nathaniel Cross, Managing Partner & Co-Founder, Harrowgate Capital Partners LLC; Chairman, Harrowgate Capital Partners IV GP LLC
•  Rebecca Talmadge, Partner, Head of Consumer & Retail Investing, Harrowgate Capital Partners LLC
•  Jonah Whitfield, Principal, Deal Lead, Harrowgate Capital Partners LLC
Notwithstanding the foregoing, the Firm's attorney-client relationship is with HPE Fund IV, and such relationship does not extend individually to the General Partner, the Investment Manager, any of their respective principals, members, officers, or employees, or to any co-investor (including Ashford Growth Partners LP) or portfolio company of the Harrowgate platform, unless a separate attorney-client relationship is established in writing.
Pinnacle Merger Sub, Inc. (EIN: 93-4081562), a newly formed Delaware corporation, is included within the scope of this engagement as a wholly owned subsidiary of the Client that has been formed solely for the purpose of effectuating the Transaction. The Firm's representation of Merger Sub is co-extensive with its representation of the Client and is limited to matters arising in connection with the Transaction.
5. Conflicts of Interest
The Firm has conducted a comprehensive conflicts check in accordance with its standard procedures and, based on the information currently available to the Firm, is not aware of any conflict of interest that would prevent the Firm from representing HPE Fund IV in the Transaction in accordance with applicable rules of professional conduct.
Specifically, the Firm does not currently represent Pennfield Holdings, Inc., any member of the Pennfield Board of Directors, any member of the Special Committee of the Pennfield Board (currently comprised of Gloria Vásquez, Martin Ashworth, and Diane Kauffman), or any of Pennfield's professional advisors (including Calloway, Briggs & Harmon LLP and Whitmore Zanthor & Co.) in any matter that is adverse to the Client or that is substantially related to the Transaction.
The Client acknowledges and agrees that the Firm may currently represent, and may in the future represent, other clients in matters unrelated to the Transaction that could involve one or more of the parties to the Transaction or their affiliates. By way of example and not limitation, the Firm may represent or may come to represent Falconer National Bank, N.A., Dunmore Capital Markets LLC, Ashford Growth Partners LP, or their respective affiliates, in matters that are entirely unrelated to the Transaction and that are not directly adverse to HPE Fund IV in connection with the Transaction. By countersigning this Letter, the Client consents to such unrelated representations, provided that they do not involve the assertion of a claim or position that is directly adverse to HPE Fund IV in the Transaction. A form of the Firm's advance conflict waiver is attached hereto as Exhibit C and incorporated herein by reference.
In the event that an actual or potential conflict of interest arises during the course of this engagement, the Firm will promptly notify the Client and will work diligently to resolve the conflict in accordance with applicable rules of professional conduct, including, where appropriate, seeking the Client's informed written consent to continue the representation or, if the conflict cannot be resolved, withdrawing from the engagement in an orderly manner that minimizes prejudice to the Client.
6. Confidentiality and Privilege
All communications between the Client and the Firm, including oral communications, electronic mail, written correspondence, and all documents and materials transmitted between the parties, are intended to be protected by the attorney-client privilege. In addition, all work product prepared by the Firm in connection with this engagement, including memoranda, legal analyses, draft agreements, due diligence reports, and internal communications among Firm personnel, is intended to be protected by the attorney work product doctrine.
The Firm will maintain the confidentiality of all information received from or on behalf of the Client in connection with this engagement, consistent with the Firm's ethical obligations under the applicable rules of professional conduct and the terms of any confidentiality agreement or non-disclosure agreement executed by the Firm or the Client in connection with the Transaction, including the Confidentiality Agreement between HPE Fund IV (or its affiliate) and Pennfield governing access to the virtual data room.
The Client acknowledges that certain information provided to the Firm may need to be disclosed in connection with regulatory filings (including, without limitation, HSR Act notification and report forms and SEC filings such as the Schedule 13E-3 and Schedule 14A), court or arbitration proceedings, or as otherwise required by applicable law, regulation, or legal process. The Firm will consult with the Client to the extent practicable before making any such disclosure and will use commercially reasonable efforts to limit the scope of any required disclosure.
The Firm's obligation of confidentiality with respect to Client information survives the termination, completion, or other conclusion of this engagement and continues indefinitely thereafter, subject only to the exceptions described in this Section 6 and as otherwise permitted by applicable rules of professional conduct.
7. Document Retention
Following the conclusion of this engagement (whether by completion of the Transaction, termination of the engagement, or otherwise), the Firm will retain the engagement files and documents in accordance with the Firm's standard document retention policy then in effect.
Under the Firm's current policy, the Firm may, in its discretion, destroy engagement files after a period of ten (10) years following the conclusion or termination of the engagement, unless the Client provides a written request that files be returned to the Client or maintained by the Firm for a longer period. Any such request should be directed to the Responsible Partner or the Billing Partner identified in Section 2 of this Letter.
The Client is encouraged to maintain its own complete copies of all significant documents, agreements, correspondence, and other materials generated or received in connection with this engagement. The Firm will cooperate with the Client in providing access to or copies of engagement files as reasonably requested during the retention period, subject to the Firm's right to retain copies for its own records and to charge reasonable fees for reproduction and delivery.
8. Termination
Either the Client or the Firm may terminate this engagement at any time upon written notice to the other party. In the case of termination by the Firm, such termination shall be subject to the Firm's ethical obligations to avoid prejudice to the Client, including providing reasonable notice and, where applicable, obtaining leave of any tribunal before which the Firm may be appearing on the Client's behalf. The Firm will take all steps reasonably necessary to protect the Client's interests during any transition period.
Upon termination of this engagement for any reason, the Client will remain responsible for the payment of all fees and expenses incurred by the Firm through the effective date of termination. The Firm will render a final invoice promptly following the effective date of termination, and such invoice shall be due and payable in accordance with the terms of Section 3.3 of this Letter.
The Firm's obligations of confidentiality, privilege, and document retention, as described in Sections 6 and 7 of this Letter, shall survive any termination of this engagement and shall continue in full force and effect.
9. Limitation of Liability
To the fullest extent permitted by applicable law, the Firm's aggregate liability to the Client arising out of or relating to this engagement, whether based in contract, tort (including negligence), statute, or any other theory of liability, shall not exceed the total amount of professional fees actually paid by the Client to the Firm under this engagement letter.
In no event shall the Firm be liable to the Client for any consequential, incidental, indirect, special, exemplary, or punitive damages, including without limitation lost profits, loss of business opportunity, or diminution in value, regardless of whether the Firm has been advised of the possibility of such damages and regardless of the form of action.
The foregoing limitations of liability shall not apply to any liability arising directly from the Firm's willful misconduct or gross negligence in the performance of its obligations under this engagement.
10. Governing Law and Dispute Resolution
This engagement letter and the relationship between the Firm and the Client shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles that would require or permit the application of the laws of any other jurisdiction.
Any dispute, controversy, or claim arising out of or relating to this engagement or the breach, termination, or validity hereof shall be finally resolved by binding arbitration administered in Wilmington, Delaware, in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. The arbitration shall be conducted by a single arbitrator selected in accordance with such rules. The arbitrator's award shall be final and binding on the parties and may be entered as a judgment in any court of competent jurisdiction. Each party agrees to maintain the confidentiality of all arbitration proceedings, submissions, and awards, except to the extent disclosure is required by applicable law or regulation.
The prevailing party in any arbitration or other proceeding arising under or in connection with this engagement letter shall be entitled to recover its reasonable attorneys' fees, costs, and expenses from the non-prevailing party.
11. Miscellaneous Provisions
11.1 Entire Agreement. This engagement letter, including all exhibits attached hereto and incorporated herein by reference, constitutes the entire agreement between Calderwood & Harkness LLP and the Client with respect to the subject matter hereof and supersedes all prior and contemporaneous oral or written communications, proposals, representations, understandings, and agreements between the parties with respect to such subject matter.
11.2 Amendments. No amendment, modification, supplement, or waiver of any provision of this engagement letter shall be effective unless made in writing and signed by authorized representatives of both the Firm and the Client.
11.3 Counterparts. This engagement letter may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution and delivery of this engagement letter by electronic signature (including signatures transmitted by PDF, DocuSign, or similar electronic signature platform) shall be deemed valid and effective for all purposes.
11.4 Notices. All notices, requests, demands, and other communications required or permitted under this engagement letter shall be in writing and shall be deemed duly given when delivered personally, sent by recognized overnight courier service, or transmitted by electronic mail (with confirmation of receipt), addressed as follows:
If to the Firm:
Oliver Mackenzie, Partner Calderwood & Harkness LLP One Liberty Plaza, 55th Floor New York, NY 10006
Email: omackenzie@calderwoodharkness.com
If to the Client:
Jonah Whitfield, Principal, Deal Lead Harrowgate Capital Partners LLC 1200 Market Street, Suite 3100 Wilmington, DE 19801
Email: jwhitfield@harrowgatecapital.com
Either party may change its address for purposes of notices under this Letter by providing written notice to the other party in accordance with this Section 11.4.
11.5 Assignment. Neither party may assign, delegate, or otherwise transfer its rights or obligations under this engagement letter without the prior written consent of the other party. Any purported assignment in violation of this provision shall be null and void. Subject to the foregoing, this engagement letter shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
11.6 Severability. If any provision of this engagement letter is held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this engagement letter shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.
11.7 Waiver. The failure of either party to enforce any provision of this engagement letter shall not be construed as a waiver of such provision or the right to enforce it at a later time.
12. Acceptance
We respectfully request that the Client confirm its agreement to the terms and conditions of this engagement letter by having an authorized representative countersign this Letter in the space provided below and return a signed copy to the undersigned. This Letter shall become effective upon execution by both parties.
We are pleased to represent Harrowgate Private Equity Fund IV LP in this important transaction and look forward to working with you and your team. Please do not hesitate to contact Oliver Mackenzie or Harrison Wexford at any time if you have questions regarding this Letter or any other aspect of the engagement.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Oliver Mackenzie
Title: Partner (Responsible Partner)
Date: ________
By: ________
Name: Harrison Wexford
Title: Partner (Billing Partner)
Date: ________
ACKNOWLEDGED AND AGREED:
HARROWGATE PRIVATE EQUITY FUND IV LP
By: Harrowgate Capital Partners IV GP LLC, its General Partner
By: ________
Name: Nathaniel Cross
Title: Managing Partner & Co-Founder, Harrowgate Capital Partners LLC; Chairman, Harrowgate Capital Partners IV GP LLC
Date: ________
Enclosures
The following exhibits are attached hereto and incorporated herein by reference as integral parts of this engagement letter:
Exhibit A: Standard Terms of Engagement (including detailed provisions regarding data security and cybersecurity protocols, use of electronic communications, anti-money laundering compliance, and Office of Foreign Assets Control (OFAC) sanctions screening procedures)
Exhibit B: Current Hourly Rate Schedule for Engagement Team Members (setting forth the individual hourly billing rates for Oliver Mackenzie, Harrison Wexford, Ryan Kowalski, Megan Chu, Sylvia Hartwell, and Elaine Forsythe, as well as rates for paralegals and other support staff expected to work on the engagement)
Exhibit C: Advance Conflict Waiver — Unrelated Representations (form consent regarding the Firm's representation of other parties in matters unrelated to the Transaction, as described in Section 5 of this engagement letter)
EXHIBIT A
STANDARD TERMS OF ENGAGEMENT
The Standard Terms of Engagement of Calderwood & Harkness LLP, as in effect on March 30, 2025, are incorporated by reference into the engagement letter to which this Exhibit A is attached. The Standard Terms of Engagement include, among other things, the following provisions:
1.  Data Security. The Firm maintains commercially reasonable administrative, technical, and physical safeguards designed to protect the confidentiality, integrity, and availability of Client information. The Firm's information security program is designed to comply with applicable laws and regulations and is subject to regular assessment and review.
2.  Electronic Communications. The Client consents to the Firm's use of unencrypted electronic mail for routine communications, unless the Client specifically requests the use of encrypted communications for particular categories of information. The Client acknowledges the inherent risks associated with electronic communications, including the risk of interception by unauthorized third parties.
3.  Anti-Money Laundering Compliance. The Firm maintains procedures designed to comply with applicable anti-money laundering laws and regulations, including the USA PATRIOT Act. The Firm may request information from the Client for purposes of verifying the identity of the Client and its beneficial owners, and the Client agrees to provide such information promptly upon request.
4.  OFAC Sanctions Screening. The Firm conducts screening of clients and related parties against the lists maintained by the Office of Foreign Assets Control of the United States Department of the Treasury and other applicable sanctions lists. In the event that a screening reveals a potential match, the Firm may be required to take certain actions, including suspending the engagement or filing reports with applicable governmental authorities.
A complete copy of the Standard Terms of Engagement is available upon request from the Responsible Partner or the Billing Partner identified in the engagement letter.
EXHIBIT B
CURRENT HOURLY RATE SCHEDULE ENGAGEMENT TEAM MEMBERS — MATTER NO. 1003-00004
The following hourly rates are in effect as of March 30, 2025, for the core engagement team members assigned to this matter. These rates are subject to periodic adjustment as described in Section 3.1 of the engagement letter.
Rates for additional attorneys, paralegals, and other timekeepers who may be assigned to the engagement will fall within the ranges set forth in Section 3.1 of the engagement letter and will be reflected on the applicable monthly invoice.
EXHIBIT C
ADVANCE CONFLICT WAIVER — UNRELATED REPRESENTATIONS
Reference is made to the Engagement Letter dated March 30, 2025 (the "Engagement Letter"), between Calderwood & Harkness LLP (the "Firm") and Harrowgate Private Equity Fund IV LP (the "Client"), relating to the Firm's engagement as buyer's counsel in connection with the proposed take-private acquisition of Pennfield Holdings, Inc. (the "Transaction"). Capitalized terms used but not defined herein have the meanings given to them in the Engagement Letter.
By countersigning the Engagement Letter (to which this Exhibit C is attached), the Client acknowledges and agrees to the following:
1.  The Firm is a large, multi-practice law firm that represents a wide range of clients across numerous industries and practice areas. The Client understands that the Firm may currently represent, or may in the future be asked to represent, one or more parties involved in the Transaction (including, without limitation, Falconer National Bank, N.A., Dunmore Capital Markets LLC, Ashford Growth Partners LP, Grandview Trust Company, N.A., Meridian Specialty Insurance Company, Lockwood Risk Advisors LLC, or their respective affiliates) in matters that are entirely unrelated to the Transaction.
2.  The Client hereby consents to such unrelated representations, provided that (a) the unrelated matter does not involve the assertion of a claim, defense, or position that is directly adverse to HPE Fund IV in the Transaction, and (b) the Firm maintains appropriate information barriers and other ethical safeguards to protect the Client's confidential information from disclosure to other clients in unrelated matters.
3.  This advance waiver is intended to be interpreted broadly and in accordance with the applicable rules of professional conduct, including Rule 1.7 of the Delaware Lawyers' Rules of Professional Conduct and any comparable rules in other applicable jurisdictions. The Client has had the opportunity to consult with independent counsel regarding the implications of this waiver and provides this consent knowingly and voluntarily.
4.  This advance waiver does not extend to any matter that is substantially related to the Transaction or in which the Firm would be required to use or disclose confidential information of the Client. In the event that a proposed representation falls outside the scope of this waiver, the Firm will seek the Client's specific informed consent before accepting such representation, or will decline the representation if consent is not obtained.
This Exhibit C is incorporated into and forms an integral part of the Engagement Letter.
Matter No. 1003-00004 | Project Summit | Calderwood & Harkness LLP | Confidential
Timekeeper Category | Rate Range (per hour)
Partners | $1,450 — $1,850
Counsel | $1,200 — $1,450
Associates | $750 — $1,250
Paralegals and Legal Assistants | $350 — $550
Timekeeper | Position | Practice Group | Hourly Rate
Oliver Mackenzie | Partner | Mergers & Acquisitions | $1,825
Harrison Wexford | Partner | Mergers & Acquisitions | $1,750
Sylvia Hartwell | Partner | Tax | $1,650
Elaine Forsythe | Partner | Antitrust & Competition | $1,700
Ryan Kowalski | Senior Associate | Mergers & Acquisitions | $1,150
Megan Chu | Associate | Mergers & Acquisitions | $950

VIA EMAIL AND OVERNIGHT COURIER

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGED AND AGREED:

HARROWGATE PRIVATE EQUITY FUND IV LP

EXHIBIT A

STANDARD TERMS OF ENGAGEMENT

EXHIBIT B

EXHIBIT C

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