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

officer-certificate-buyer.docx DOCUMENT M&A / Corporate

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OFFICER'S CERTIFICATE OF HARROWGATE PRIVATE EQUITY FUND IV LP

Delivered Pursuant to Section 7.03 of the Agreement and Plan of Merger

June 30, 2025

This Officer's Certificate (this "Certificate") is delivered by the undersigned on behalf of Harrowgate Private Equity Fund IV LP, a Delaware limited partnership ("Parent"), pursuant to Section 7.03 of the Agreement and Plan of Merger, dated as of April 7, 2025 (as may be amended, supplemented, or otherwise modified from time to time in accordance with its terms, the "Merger Agreement"), by and among Parent, Pinnacle Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and Pennfield Holdings, Inc., a Delaware corporation (the "Company"). Parent, Merger Sub, and the Company are each referred to herein individually as a "Party" and collectively as the "Parties."

Capitalized terms used but not otherwise defined in this Certificate shall have the respective meanings ascribed to such terms in the Merger Agreement.

RECITALS

A. The Merger Agreement provides for the merger of Merger Sub with and into the Company (the "Merger"), with the Company continuing as the surviving corporation and as a wholly owned subsidiary of Parent, pursuant to and in accordance with Section 251 of the Delaware General Corporation Law, as amended (the "DGCL"). Upon consummation of the Merger, each issued and outstanding share of common stock, par value $0.01 per share, of the Company (other than shares owned by the Company, Parent, Merger Sub, or any of their respective wholly owned subsidiaries, and shares held by holders who have properly and validly perfected their appraisal rights under Section 262 of the DGCL) will be converted into the right to receive the Merger Consideration, payable in cash, without interest, in accordance with and subject to the terms and conditions set forth in the Merger Agreement.

B. This Certificate is being delivered pursuant to Section 7.03 of the Merger Agreement as a condition to the obligation of the Company to consummate the Merger and the other transactions contemplated by the Merger Agreement (the "Closing"). Section 7.03 of the Merger Agreement requires Parent to deliver to the Company, at or prior to the Closing, a certificate signed by a duly authorized officer of Parent certifying as to the satisfaction of the conditions set forth in Sections 7.03(a) and 7.03(b) of the Merger Agreement, including the accuracy of the representations and warranties of Parent and Merger Sub and the performance of the covenants and obligations of Parent and Merger Sub under the Merger Agreement.

C. The undersigned is a duly authorized officer of Harrowgate Capital Partners IV GP LLC, a Delaware limited liability company ("HPE IV GP"), in its capacity as the sole general partner of Parent, and has been duly authorized to execute and deliver this Certificate on behalf of Parent in connection with the Closing. HPE IV GP has all requisite limited liability company power and authority to act on behalf of Parent in all matters relating to the Merger Agreement and the transactions contemplated thereby, and the undersigned has been duly authorized by the managing members and the board of managers of HPE IV GP to execute and deliver this Certificate.

CERTIFICATIONS

The undersigned, Nathaniel Cross, in his capacity as Managing Partner and Co-Founder of Harrowgate Capital Partners LLC, and Chairman of Harrowgate Capital Partners IV GP LLC, in its capacity as general partner of Harrowgate Private Equity Fund IV LP, hereby certifies as follows in connection with the Closing:

Section 1. Identification of Certifying Officer

The undersigned is Nathaniel Cross. He serves as Managing Partner and Co-Founder of Harrowgate Capital Partners LLC and as Chairman of HPE IV GP, in its capacity as general partner of Parent. The undersigned is duly authorized to execute, deliver, and perform this Certificate on behalf of both Parent and Merger Sub, and to make each of the certifications, representations, and confirmations set forth herein. The undersigned has personal knowledge of the facts and matters certified herein, or has made such inquiry as is necessary and appropriate to make the certifications contained herein. The undersigned is delivering this Certificate in connection with the Closing under the Merger Agreement, dated as of April 7, 2025, and in satisfaction of the conditions set forth in Section 7.03 thereof.

Section 2. Certification Regarding Representations and Warranties of Parent and Merger Sub

The undersigned hereby certifies that the representations and warranties of Parent and Merger Sub set forth in Article V of the Merger Agreement, including without limitation the representations and warranties regarding organization and qualification, authority and enforceability, capitalization of Merger Sub, absence of conflicts or violations, required consents and governmental approvals, financing, solvency, litigation, brokers and finders, absence of ownership of Company securities (other than through Merger Sub), investment intent, information in the proxy statement, and non-reliance on extra-contractual representations:

(a) to the extent qualified by materiality, "Material Adverse Effect," or similar qualifiers, are true and correct in all respects as of the date of the Merger Agreement (April 7, 2025) and as of the Closing Date (June 30, 2025) as though made on and as of the Closing Date (except to the extent that any such representation or warranty expressly relates to a specific earlier date, in which case such representation or warranty is true and correct in all respects as of such earlier date); and

(b) to the extent not qualified by materiality, "Material Adverse Effect," or similar qualifiers, are true and correct in all material respects as of the date of the Merger Agreement (April 7, 2025) and as of the Closing Date (June 30, 2025) as though made on and as of the Closing Date (except to the extent that any such representation or warranty expressly relates to a specific earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date).

Without limiting the generality of the foregoing, the undersigned specifically certifies as follows with respect to the following key representations and warranties:

(i) Parent is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. Parent has all requisite limited partnership power and authority to own, lease, and operate its properties and assets and to conduct its business as presently conducted. Parent has all requisite limited partnership power and authority to execute and deliver the Merger Agreement and each of the other Transaction Documents to which it is a party, and to consummate the transactions contemplated thereby.

(ii) Merger Sub is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. Merger Sub has all requisite corporate power and authority to execute and deliver the Merger Agreement and each of the other Transaction Documents to which it is a party, and to consummate the transactions contemplated thereby, including the Merger. The execution and delivery of the Merger Agreement by Merger Sub, and the consummation by Merger Sub of the transactions contemplated thereby, have been duly and validly authorized by all necessary corporate action on the part of Merger Sub, including the approval of the board of directors of Merger Sub and the approval of Parent as the sole stockholder of Merger Sub.

(iii) Each of Parent and Merger Sub has all requisite power and authority to execute and deliver the Merger Agreement and to consummate the transactions contemplated thereby. The execution, delivery, and performance of the Merger Agreement by each of Parent and Merger Sub, and the consummation of the Merger and the other transactions contemplated by the Merger Agreement, do not and will not (A) violate, conflict with, or result in a breach of any provision of the organizational documents of Parent or Merger Sub, (B) violate, conflict with, or result in a breach of any applicable law, order, judgment, injunction, decree, rule, or regulation of any governmental authority applicable to Parent or Merger Sub, or (C) result in a breach of, constitute a default under, or give rise to any right of termination, amendment, acceleration, or cancellation under, any material contract or agreement to which Parent or Merger Sub is a party or by which any of their respective properties or assets are bound.

With respect to Pinnacle Merger Sub, Inc. (Employer Identification Number: 93-4081562), the undersigned further certifies that Merger Sub was incorporated as a direct, wholly owned subsidiary of Parent for the sole purpose of effecting the Merger, and has had no prior operations, no assets other than those related to the Merger, and no liabilities other than those incurred in connection with its incorporation and the transactions contemplated by the Merger Agreement. Merger Sub's registered office is located at 1200 Market Street, Suite 3100, Wilmington, Delaware 19801, and its registered agent in the State of Delaware is Cobalt Ridge Technologies. Since its date of incorporation, Merger Sub has conducted no business and has engaged in no activity other than in connection with, and as contemplated by, the Merger Agreement and the transactions contemplated thereby.

Section 3. Certification Regarding Performance of Covenants

The undersigned hereby certifies that Parent and Merger Sub have performed or complied in all material respects with all covenants and obligations required to be performed or complied with by them under the Merger Agreement at or prior to the Closing, including without limitation the following:

(a) Regulatory Approvals. Parent and Merger Sub have obtained, or caused to be obtained, all required regulatory approvals necessary for the consummation of the Merger. In particular, the filing required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), was made by Parent on or about April 8, 2025, and the initial thirty (30) calendar day waiting period under the HSR Act expired on or about May 8, 2025, without the issuance of a request for additional information or documentary materials (a "second request") by the Federal Trade Commission or the Antitrust Division of the United States Department of Justice. Accordingly, the conditions under the HSR Act to the consummation of the Merger have been fully satisfied, and Parent and Merger Sub are free to consummate the Merger without restriction under applicable antitrust laws.

(b) Debt Financing. Parent and Merger Sub have used their reasonable best efforts to obtain the committed debt financing on the terms and conditions set forth in the Debt Commitment Letter, dated as of March 24, 2025 (the "Debt Commitment Letter"), issued by Falconer National Bank, N.A., in its capacity as Lead Arranger and Administrative Agent, and Dunmore Capital Markets LLC, in its capacity as Co-Arranger and Joint Bookrunner (collectively, the "Debt Financing Sources"). The Debt Commitment Letter provides for (i) a senior secured term loan B facility in an aggregate principal amount of $490,000,000 (the "Term Loan B Facility") and (ii) a senior secured revolving credit facility in an aggregate principal amount of $150,000,000 (the "Revolving Credit Facility" and, together with the Term Loan B Facility, the "Debt Financing"). Parent and Merger Sub have satisfied, or caused to be satisfied, all conditions precedent to the funding of the Debt Financing that are within their control, and the full proceeds of the Debt Financing are available to be drawn at Closing in accordance with the terms of the Debt Commitment Letter and the definitive credit documentation entered into in connection therewith.

(c) Equity Contributions. Parent has obtained the equity contributions contemplated by the Equity Commitment Letter, dated as of March 27, 2025 (the "Equity Commitment Letter"), pursuant to which the limited partners of Parent have committed to fund equity contributions in an aggregate amount sufficient to consummate the Merger, and the Co-Investment Agreement, dated as of March 27, 2025 (the "Co-Investment Agreement"), by and between Parent and Ashford Growth Partners LP, a Delaware limited partnership ("Ashford"), pursuant to which Ashford has committed to provide co-investment equity in the amount of $60,000,000. Parent has received, or will receive simultaneously with the Closing, (i) the Equity Contribution in the aggregate amount of $340,000,000, consisting of (A) $258,500,000 of equity from Harrowgate Private Equity Fund IV LP (net of co-investment and management rollover equity), (B) $60,000,000 of co-investment equity from Ashford Growth Partners LP pursuant to the Co-Investment Agreement, and (C) $21,500,000 of management rollover equity from certain members of the Company's management team (as further described in Section 5 below). All conditions precedent to the funding of the equity contributions under the Equity Commitment Letter and the Co-Investment Agreement have been satisfied or waived.

(d) Obligations Regarding Merger Sub. Parent has caused Merger Sub to perform all of its obligations under the Merger Agreement at or prior to the Closing. Parent has maintained Merger Sub as a direct, wholly owned subsidiary of Parent at all times since Merger Sub's date of incorporation, and has not permitted Merger Sub to engage in any business or activity other than as contemplated by the Merger Agreement and the transactions contemplated thereby.

(e) No Actions to Impede the Merger. Neither Parent nor Merger Sub has taken any action, or failed to take any action, that would reasonably be expected to prevent, materially delay, or materially impede the consummation of the Merger or the other transactions contemplated by the Merger Agreement. Parent and Merger Sub have cooperated with the Company in all material respects in connection with the satisfaction of the conditions to Closing and the preparation and filing of all documents and instruments required to be filed in connection with the Merger.

(f) Confidentiality and Interim Conduct. Parent and Merger Sub have complied in all material respects with their obligations under the Merger Agreement with respect to confidentiality, including the obligations set forth in Section 6.05 of the Merger Agreement and the Confidentiality Agreement, dated as of January 14, 2025, between Harrowgate Capital Partners LLC and the Company (the "Confidentiality Agreement"). Parent and Merger Sub have conducted their respective businesses in the ordinary course consistent with past practice during the period between the date of the Merger Agreement and the Closing Date, and have not taken any action that would constitute a breach of the covenants set forth in Section 6.01(b) of the Merger Agreement applicable to Parent and Merger Sub.

Section 4. Certification Regarding Absence of Parent Material Adverse Effect

The undersigned hereby certifies that, since the date of the Merger Agreement (April 7, 2025), no event, change, effect, development, condition, circumstance, or occurrence has occurred that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by the Merger Agreement on or before the Outside Date of September 30, 2025 (a "Parent Material Adverse Effect"). Neither Parent nor Merger Sub has experienced any change in its financial condition, results of operations, business, properties, assets, liabilities, or prospects that would reasonably be expected to impair or delay the ability of Parent or Merger Sub to perform its obligations under the Merger Agreement or to consummate the Merger. Parent and Merger Sub remain fully capable of performing their respective obligations under the Merger Agreement and consummating the Merger in accordance with the terms and conditions set forth therein.

Section 5. Certification Regarding Financing

The undersigned hereby confirms that, as of the Closing Date, the full proceeds of the debt financing contemplated by the Debt Commitment Letter are available to be funded at Closing in accordance with the terms and conditions of the Debt Commitment Letter and the definitive credit documentation entered into in connection therewith, and all conditions precedent to the funding of the Debt Financing have been satisfied or waived. In addition, Parent has received, or will receive simultaneously with the Closing, the equity contributions contemplated by the Equity Commitment Letter and the Co-Investment Agreement, and all conditions precedent to the funding of such equity contributions have been satisfied or waived.

The aggregate Merger Consideration of $980,000,000 (representing $15.95 per share of Company common stock on a fully diluted basis, based on 61,450,000 shares of Company common stock outstanding on a fully diluted basis as of the Closing Date), together with all estimated transaction costs and expenses associated with the Closing, will be fully funded at Closing from the following sources:

Note: The total sources set forth above, together with the $90,000,000 of Pennfield cash on balance sheet applied at Closing, are sufficient to fund the aggregate Merger Consideration and approximately $60,000,000 in estimated transaction costs (including advisory fees, legal fees, accounting fees, financing fees, transfer taxes, and other costs and expenses of Parent, Merger Sub, and the Company in connection with the Merger). The $150,000,000 Revolving Credit Facility will be undrawn at Closing and available to the surviving corporation for working capital and general corporate purposes following the Closing.

The management rollover equity in the aggregate amount of $21,500,000 consists of the following contributions by members of the Company's senior management team, each of whom has executed a Management Rollover Agreement, dated as of April 7, 2025, in the form attached as Exhibit D to the Merger Agreement:

• Catherine Langford, Chief Executive Officer of the Company: $12,500,000

• Derek Simmons, Chief Financial Officer of the Company: $5,000,000

• Maxwell Dunn, Chief Operating Officer of the Company: $4,000,000

The undersigned further confirms that Parent has reviewed and approved the Closing Funds Flow Memorandum, dated as of June 27, 2025, setting forth detailed wire transfer instructions, disbursement mechanics, payoff amounts, and the timing and sequence of all payments to be made at or in connection with the Closing (the "Funds Flow Memorandum"). All wire transfers and payments will be made in accordance with the Funds Flow Memorandum, and Parent has delivered, or caused to be delivered, irrevocable wire transfer instructions to the applicable financial institutions for the funding of all amounts required to be paid at or in connection with the Closing.

Section 6. Certification Regarding Merger Sub

The undersigned hereby confirms as follows with respect to Pinnacle Merger Sub, Inc.:

(a) Merger Sub was duly incorporated in the State of Delaware on March 18, 2025, and has been maintained as a direct, wholly owned subsidiary of Parent at all times since its date of incorporation. The sole incorporator of Merger Sub was Jonah Whitfield, an associate at Marsden & Holt LLP, counsel to Parent and Merger Sub.

(b) Since its date of incorporation, Merger Sub has not engaged in any business or activity, and has not incurred any liabilities or obligations, other than as contemplated by the Merger Agreement and the transactions contemplated thereby, including the execution and delivery of the Merger Agreement, the performance of its obligations thereunder, and the preparation of documents and instruments in connection with the Closing.

(c) The board of directors of Merger Sub has duly adopted resolutions, by unanimous written consent in lieu of a meeting, authorizing (i) the execution and delivery by Merger Sub of the Merger Agreement and each of the other Transaction Documents to which Merger Sub is a party, (ii) the performance by Merger Sub of its obligations under the Merger Agreement and such other Transaction Documents, and (iii) the consummation of the Merger and the other transactions contemplated by the Merger Agreement, in each case upon the terms and subject to the conditions set forth in the Merger Agreement.

(d) Parent, as the sole stockholder of Merger Sub, has executed a Written Consent of Sole Stockholder, effective as of April 7, 2025, approving the Merger Agreement and the Merger pursuant to Section 228 of the DGCL, which Written Consent constitutes the requisite stockholder approval for the adoption of the Merger Agreement and the approval of the Merger by the stockholders of Merger Sub.

(e) No other corporate action on the part of Merger Sub is necessary to authorize the execution, delivery, and performance of the Merger Agreement or the consummation of the Merger, other than the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL, which filing will be made simultaneously with the Closing.

Section 7. Certification Regarding Limited Guarantee

The undersigned hereby confirms that the Limited Guarantee (the "Limited Guarantee"), dated as of April 7, 2025, executed and delivered by Parent in favor of the Company, guaranteeing the payment obligations of Merger Sub under the Merger Agreement, including without limitation Merger Sub's obligation to pay the reverse termination fee in the amount of $58,800,000 (the "Reverse Termination Fee") in the event such payment becomes due and payable pursuant to Section 8.03(b) of the Merger Agreement, remains in full force and effect as of the Closing Date. The Limited Guarantee has not been amended, supplemented, modified, terminated, or waived in any respect since its date of execution, and Parent's obligations thereunder remain valid, binding, and enforceable against Parent in accordance with the terms thereof. No event has occurred that would give rise to a termination of the Limited Guarantee other than in accordance with its terms, and no claim has been made or is pending under the Limited Guarantee.

Section 8. Certification Regarding No Litigation

The undersigned hereby certifies that, as of the Closing Date, there is no action, suit, claim, proceeding, arbitration, investigation, or inquiry pending or, to the knowledge of the undersigned (after due inquiry), threatened in writing against Parent, Merger Sub, HPE IV GP, or any of their respective affiliates, directors, officers, managers, or members, before any court, arbitral tribunal, governmental authority, or other body, that (a) challenges or seeks to restrain, enjoin, prohibit, or otherwise prevent the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement, (b) seeks damages or other relief in connection with the Merger Agreement or the transactions contemplated thereby, or (c) would otherwise reasonably be expected to prevent, materially delay, or materially impede the consummation of the Merger or the other transactions contemplated by the Merger Agreement. To the knowledge of the undersigned, no governmental authority has indicated an intention to commence any such action, suit, claim, proceeding, arbitration, investigation, or inquiry.

Section 9. Certification Regarding Governmental Approvals

The undersigned hereby certifies that all consents, approvals, orders, authorizations, permits, licenses, and clearances of, and all filings, registrations, declarations, and notifications with, any governmental authority that are required to be obtained or made by Parent or Merger Sub in connection with the execution, delivery, and performance of the Merger Agreement and the consummation of the Merger and the other transactions contemplated thereby have been duly obtained or made, and all such consents, approvals, orders, authorizations, permits, licenses, and clearances remain in full force and effect as of the Closing Date. Specifically and without limitation:

(a) HSR Act Clearance. As set forth in Section 3(a) above, the filing required under the HSR Act was made by Parent on or about April 8, 2025, and the initial thirty (30) calendar day waiting period under the HSR Act expired on or about May 8, 2025, without the issuance of a second request for additional information or documentary materials. Accordingly, the waiting period requirements under the HSR Act have been fully satisfied, and no further action under the HSR Act is required in connection with the consummation of the Merger.

(b) Non-U.S. Merger Control Filings. Based on the representations and warranties of the Company in the Merger Agreement and the due diligence conducted by Parent prior to the execution of the Merger Agreement, the Company does not have material foreign operations, foreign subsidiaries, or foreign revenues that would trigger mandatory merger control filing requirements in any jurisdiction outside the United States. Accordingly, no non-U.S. merger control filings were required in connection with the Merger, and no non-U.S. governmental authority has jurisdiction over, or has asserted jurisdiction over, the Merger or the transactions contemplated by the Merger Agreement.

(c) Other Material Governmental Consents. All other material consents, approvals, and authorizations of governmental authorities required to be obtained by Parent or Merger Sub in connection with the consummation of the Merger, to the extent any such consents, approvals, or authorizations were required, have been duly obtained and remain in full force and effect. Neither Parent nor Merger Sub has received any written notice from any governmental authority indicating that any such consent, approval, or authorization has been revoked, suspended, modified, or conditioned in any manner that would reasonably be expected to have a material adverse effect on the ability of Parent or Merger Sub to consummate the Merger.

Section 10. Reliance; No Other Representations

This Certificate is being delivered by the undersigned solely for the purpose of satisfying the conditions to the Closing set forth in Section 7.03 of the Merger Agreement, and may be relied upon by the Company, its board of directors, and its legal counsel, Calloway, Briggs & Harmon LLP, solely for the purpose of determining whether the conditions set forth in Section 7.03 of the Merger Agreement have been satisfied. This Certificate is not intended to, and shall not, confer any rights or remedies upon any person other than the Company, its board of directors, and its counsel, and shall not be relied upon by any other person for any purpose whatsoever.

Nothing contained in this Certificate shall be deemed to expand, modify, supplement, amend, or otherwise alter the representations, warranties, covenants, agreements, or obligations of Parent or Merger Sub set forth in the Merger Agreement or any other Transaction Document, or to create any additional representations, warranties, covenants, agreements, or obligations on the part of Parent, Merger Sub, or any of their respective affiliates. The certifications contained herein are made solely as of the Closing Date and are subject in all respects to the terms, conditions, limitations, exceptions, and qualifications set forth in the Merger Agreement.

Section 11. Governing Law

This Certificate shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice or conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware, consistent with and subject to Section 9.09 of the Merger Agreement (Governing Law; Jurisdiction; Waiver of Jury Trial). Any dispute arising out of or in connection with this Certificate shall be resolved in accordance with the dispute resolution provisions set forth in Section 9.09 of the Merger Agreement, including the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if such court lacks subject matter jurisdiction, the United States District Court for the District of Delaware).

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IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate as of the date first written above.

HARROWGATE PRIVATE EQUITY FUND IV LP

By: Harrowgate Capital Partners IV GP LLC,

its General Partner

By: ________

Name: Nathaniel Cross

Title: Chairman

Date: June 30, 2025

EXHIBIT AND ATTACHMENT REFERENCE

This Certificate is delivered together with, and as part of, the Closing deliverables of Parent and Merger Sub as set forth in the Closing Checklist (the "Closing Checklist") attached as Annex A to the Funds Flow Memorandum. The Closing deliverables being delivered simultaneously herewith include, without limitation, the following:

1. FIRPTA Certificate of the Company, certifying that the Company is not, and has not been during the applicable period, a "United States real property holding corporation" within the meaning of Section 897(c)(2) of the Internal Revenue Code of 1986, as amended, together with the related notice to the Internal Revenue Service, in each case in accordance with Treasury Regulations Section 1.1445-2(c)(3);

2. Legal opinions of Marsden & Holt LLP, Delaware counsel to Parent and Merger Sub, as to (a) the due organization and valid existence of Parent under the laws of the State of Delaware, (b) the due incorporation and valid existence of Merger Sub under the laws of the State of Delaware, (c) the due authorization, execution, and delivery of the Merger Agreement by each of Parent and Merger Sub, and (d) the enforceability of the Merger Agreement against each of Parent and Merger Sub;

3. Executed copies of all ancillary agreements contemplated by the Merger Agreement, including the Escrow Agreement, the Management Rollover Agreements, the Non-Competition and Non-Solicitation Agreements, and the Stockholders' Agreement;

4. The Certificate of Merger, duly executed by Merger Sub and the Company, to be filed with the Secretary of State of the State of Delaware simultaneously with the Closing in accordance with Section 251 of the DGCL;

5. The Officer's Certificate of the Company, certifying the Company's compliance with its own closing conditions set forth in Section 7.02 of the Merger Agreement, including the accuracy of the Company's representations and warranties and the performance of the Company's covenants and obligations; and

6. All other documents, instruments, certificates, and deliverables required to be delivered by Parent or Merger Sub at or prior to the Closing pursuant to the Merger Agreement and the Closing Checklist.

This Certificate, together with all exhibits and attachments hereto, constitutes a Closing deliverable under the Merger Agreement and is subject to the terms and conditions of the Merger Agreement. This Certificate may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Certificate by facsimile, portable document format (.pdf), or other electronic transmission shall be deemed to constitute delivery of an original executed counterpart.

Source	Amount
Term Loan B Facility proceeds (Falconer National Bank, N.A. / Dunmore Capital Markets LLC)	$490,000,000
HPE Fund IV equity contribution (net of co-investment and management rollover equity)	$258,500,000
Ashford Growth Partners LP co-investment equity	$60,000,000
Management rollover equity	$21,500,000
Pennfield Holdings, Inc. cash on balance sheet (applied at Closing)	$90,000,000
Total Sources	$920,000,000

OFFICER'S CERTIFICATE OF HARROWGATE PRIVATE EQUITY FUND IV LP
Delivered Pursuant to Section 7.03 of the Agreement and Plan of Merger
June 30, 2025
This Officer's Certificate (this "Certificate") is delivered by the undersigned on behalf of Harrowgate Private Equity Fund IV LP, a Delaware limited partnership ("Parent"), pursuant to Section 7.03 of the Agreement and Plan of Merger, dated as of April 7, 2025 (as may be amended, supplemented, or otherwise modified from time to time in accordance with its terms, the "Merger Agreement"), by and among Parent, Pinnacle Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and Pennfield Holdings, Inc., a Delaware corporation (the "Company"). Parent, Merger Sub, and the Company are each referred to herein individually as a "Party" and collectively as the "Parties."
Capitalized terms used but not otherwise defined in this Certificate shall have the respective meanings ascribed to such terms in the Merger Agreement.
RECITALS
A. The Merger Agreement provides for the merger of Merger Sub with and into the Company (the "Merger"), with the Company continuing as the surviving corporation and as a wholly owned subsidiary of Parent, pursuant to and in accordance with Section 251 of the Delaware General Corporation Law, as amended (the "DGCL"). Upon consummation of the Merger, each issued and outstanding share of common stock, par value $0.01 per share, of the Company (other than shares owned by the Company, Parent, Merger Sub, or any of their respective wholly owned subsidiaries, and shares held by holders who have properly and validly perfected their appraisal rights under Section 262 of the DGCL) will be converted into the right to receive the Merger Consideration, payable in cash, without interest, in accordance with and subject to the terms and conditions set forth in the Merger Agreement.
B. This Certificate is being delivered pursuant to Section 7.03 of the Merger Agreement as a condition to the obligation of the Company to consummate the Merger and the other transactions contemplated by the Merger Agreement (the "Closing"). Section 7.03 of the Merger Agreement requires Parent to deliver to the Company, at or prior to the Closing, a certificate signed by a duly authorized officer of Parent certifying as to the satisfaction of the conditions set forth in Sections 7.03(a) and 7.03(b) of the Merger Agreement, including the accuracy of the representations and warranties of Parent and Merger Sub and the performance of the covenants and obligations of Parent and Merger Sub under the Merger Agreement.
C. The undersigned is a duly authorized officer of Harrowgate Capital Partners IV GP LLC, a Delaware limited liability company ("HPE IV GP"), in its capacity as the sole general partner of Parent, and has been duly authorized to execute and deliver this Certificate on behalf of Parent in connection with the Closing. HPE IV GP has all requisite limited liability company power and authority to act on behalf of Parent in all matters relating to the Merger Agreement and the transactions contemplated thereby, and the undersigned has been duly authorized by the managing members and the board of managers of HPE IV GP to execute and deliver this Certificate.
CERTIFICATIONS
The undersigned, Nathaniel Cross, in his capacity as Managing Partner and Co-Founder of Harrowgate Capital Partners LLC, and Chairman of Harrowgate Capital Partners IV GP LLC, in its capacity as general partner of Harrowgate Private Equity Fund IV LP, hereby certifies as follows in connection with the Closing:
Section 1. Identification of Certifying Officer
The undersigned is Nathaniel Cross. He serves as Managing Partner and Co-Founder of Harrowgate Capital Partners LLC and as Chairman of HPE IV GP, in its capacity as general partner of Parent. The undersigned is duly authorized to execute, deliver, and perform this Certificate on behalf of both Parent and Merger Sub, and to make each of the certifications, representations, and confirmations set forth herein. The undersigned has personal knowledge of the facts and matters certified herein, or has made such inquiry as is necessary and appropriate to make the certifications contained herein. The undersigned is delivering this Certificate in connection with the Closing under the Merger Agreement, dated as of April 7, 2025, and in satisfaction of the conditions set forth in Section 7.03 thereof.
Section 2. Certification Regarding Representations and Warranties of Parent and Merger Sub
The undersigned hereby certifies that the representations and warranties of Parent and Merger Sub set forth in Article V of the Merger Agreement, including without limitation the representations and warranties regarding organization and qualification, authority and enforceability, capitalization of Merger Sub, absence of conflicts or violations, required consents and governmental approvals, financing, solvency, litigation, brokers and finders, absence of ownership of Company securities (other than through Merger Sub), investment intent, information in the proxy statement, and non-reliance on extra-contractual representations:
(a) to the extent qualified by materiality, "Material Adverse Effect," or similar qualifiers, are true and correct in all respects as of the date of the Merger Agreement (April 7, 2025) and as of the Closing Date (June 30, 2025) as though made on and as of the Closing Date (except to the extent that any such representation or warranty expressly relates to a specific earlier date, in which case such representation or warranty is true and correct in all respects as of such earlier date); and
(b) to the extent not qualified by materiality, "Material Adverse Effect," or similar qualifiers, are true and correct in all material respects as of the date of the Merger Agreement (April 7, 2025) and as of the Closing Date (June 30, 2025) as though made on and as of the Closing Date (except to the extent that any such representation or warranty expressly relates to a specific earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date).
Without limiting the generality of the foregoing, the undersigned specifically certifies as follows with respect to the following key representations and warranties:
(i) Parent is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. Parent has all requisite limited partnership power and authority to own, lease, and operate its properties and assets and to conduct its business as presently conducted. Parent has all requisite limited partnership power and authority to execute and deliver the Merger Agreement and each of the other Transaction Documents to which it is a party, and to consummate the transactions contemplated thereby.
(ii) Merger Sub is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. Merger Sub has all requisite corporate power and authority to execute and deliver the Merger Agreement and each of the other Transaction Documents to which it is a party, and to consummate the transactions contemplated thereby, including the Merger. The execution and delivery of the Merger Agreement by Merger Sub, and the consummation by Merger Sub of the transactions contemplated thereby, have been duly and validly authorized by all necessary corporate action on the part of Merger Sub, including the approval of the board of directors of Merger Sub and the approval of Parent as the sole stockholder of Merger Sub.
(iii) Each of Parent and Merger Sub has all requisite power and authority to execute and deliver the Merger Agreement and to consummate the transactions contemplated thereby. The execution, delivery, and performance of the Merger Agreement by each of Parent and Merger Sub, and the consummation of the Merger and the other transactions contemplated by the Merger Agreement, do not and will not (A) violate, conflict with, or result in a breach of any provision of the organizational documents of Parent or Merger Sub, (B) violate, conflict with, or result in a breach of any applicable law, order, judgment, injunction, decree, rule, or regulation of any governmental authority applicable to Parent or Merger Sub, or (C) result in a breach of, constitute a default under, or give rise to any right of termination, amendment, acceleration, or cancellation under, any material contract or agreement to which Parent or Merger Sub is a party or by which any of their respective properties or assets are bound.
With respect to Pinnacle Merger Sub, Inc. (Employer Identification Number: 93-4081562), the undersigned further certifies that Merger Sub was incorporated as a direct, wholly owned subsidiary of Parent for the sole purpose of effecting the Merger, and has had no prior operations, no assets other than those related to the Merger, and no liabilities other than those incurred in connection with its incorporation and the transactions contemplated by the Merger Agreement. Merger Sub's registered office is located at 1200 Market Street, Suite 3100, Wilmington, Delaware 19801, and its registered agent in the State of Delaware is Cobalt Ridge Technologies. Since its date of incorporation, Merger Sub has conducted no business and has engaged in no activity other than in connection with, and as contemplated by, the Merger Agreement and the transactions contemplated thereby.
Section 3. Certification Regarding Performance of Covenants
The undersigned hereby certifies that Parent and Merger Sub have performed or complied in all material respects with all covenants and obligations required to be performed or complied with by them under the Merger Agreement at or prior to the Closing, including without limitation the following:
(a) Regulatory Approvals. Parent and Merger Sub have obtained, or caused to be obtained, all required regulatory approvals necessary for the consummation of the Merger. In particular, the filing required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), was made by Parent on or about April 8, 2025, and the initial thirty (30) calendar day waiting period under the HSR Act expired on or about May 8, 2025, without the issuance of a request for additional information or documentary materials (a "second request") by the Federal Trade Commission or the Antitrust Division of the United States Department of Justice. Accordingly, the conditions under the HSR Act to the consummation of the Merger have been fully satisfied, and Parent and Merger Sub are free to consummate the Merger without restriction under applicable antitrust laws.
(b) Debt Financing. Parent and Merger Sub have used their reasonable best efforts to obtain the committed debt financing on the terms and conditions set forth in the Debt Commitment Letter, dated as of March 24, 2025 (the "Debt Commitment Letter"), issued by Falconer National Bank, N.A., in its capacity as Lead Arranger and Administrative Agent, and Dunmore Capital Markets LLC, in its capacity as Co-Arranger and Joint Bookrunner (collectively, the "Debt Financing Sources"). The Debt Commitment Letter provides for (i) a senior secured term loan B facility in an aggregate principal amount of $490,000,000 (the "Term Loan B Facility") and (ii) a senior secured revolving credit facility in an aggregate principal amount of $150,000,000 (the "Revolving Credit Facility" and, together with the Term Loan B Facility, the "Debt Financing"). Parent and Merger Sub have satisfied, or caused to be satisfied, all conditions precedent to the funding of the Debt Financing that are within their control, and the full proceeds of the Debt Financing are available to be drawn at Closing in accordance with the terms of the Debt Commitment Letter and the definitive credit documentation entered into in connection therewith.
(c) Equity Contributions. Parent has obtained the equity contributions contemplated by the Equity Commitment Letter, dated as of March 27, 2025 (the "Equity Commitment Letter"), pursuant to which the limited partners of Parent have committed to fund equity contributions in an aggregate amount sufficient to consummate the Merger, and the Co-Investment Agreement, dated as of March 27, 2025 (the "Co-Investment Agreement"), by and between Parent and Ashford Growth Partners LP, a Delaware limited partnership ("Ashford"), pursuant to which Ashford has committed to provide co-investment equity in the amount of $60,000,000. Parent has received, or will receive simultaneously with the Closing, (i) the Equity Contribution in the aggregate amount of $340,000,000, consisting of (A) $258,500,000 of equity from Harrowgate Private Equity Fund IV LP (net of co-investment and management rollover equity), (B) $60,000,000 of co-investment equity from Ashford Growth Partners LP pursuant to the Co-Investment Agreement, and (C) $21,500,000 of management rollover equity from certain members of the Company's management team (as further described in Section 5 below). All conditions precedent to the funding of the equity contributions under the Equity Commitment Letter and the Co-Investment Agreement have been satisfied or waived.
(d) Obligations Regarding Merger Sub. Parent has caused Merger Sub to perform all of its obligations under the Merger Agreement at or prior to the Closing. Parent has maintained Merger Sub as a direct, wholly owned subsidiary of Parent at all times since Merger Sub's date of incorporation, and has not permitted Merger Sub to engage in any business or activity other than as contemplated by the Merger Agreement and the transactions contemplated thereby.
(e) No Actions to Impede the Merger. Neither Parent nor Merger Sub has taken any action, or failed to take any action, that would reasonably be expected to prevent, materially delay, or materially impede the consummation of the Merger or the other transactions contemplated by the Merger Agreement. Parent and Merger Sub have cooperated with the Company in all material respects in connection with the satisfaction of the conditions to Closing and the preparation and filing of all documents and instruments required to be filed in connection with the Merger.
(f) Confidentiality and Interim Conduct. Parent and Merger Sub have complied in all material respects with their obligations under the Merger Agreement with respect to confidentiality, including the obligations set forth in Section 6.05 of the Merger Agreement and the Confidentiality Agreement, dated as of January 14, 2025, between Harrowgate Capital Partners LLC and the Company (the "Confidentiality Agreement"). Parent and Merger Sub have conducted their respective businesses in the ordinary course consistent with past practice during the period between the date of the Merger Agreement and the Closing Date, and have not taken any action that would constitute a breach of the covenants set forth in Section 6.01(b) of the Merger Agreement applicable to Parent and Merger Sub.
Section 4. Certification Regarding Absence of Parent Material Adverse Effect
The undersigned hereby certifies that, since the date of the Merger Agreement (April 7, 2025), no event, change, effect, development, condition, circumstance, or occurrence has occurred that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by the Merger Agreement on or before the Outside Date of September 30, 2025 (a "Parent Material Adverse Effect"). Neither Parent nor Merger Sub has experienced any change in its financial condition, results of operations, business, properties, assets, liabilities, or prospects that would reasonably be expected to impair or delay the ability of Parent or Merger Sub to perform its obligations under the Merger Agreement or to consummate the Merger. Parent and Merger Sub remain fully capable of performing their respective obligations under the Merger Agreement and consummating the Merger in accordance with the terms and conditions set forth therein.
Section 5. Certification Regarding Financing
The undersigned hereby confirms that, as of the Closing Date, the full proceeds of the debt financing contemplated by the Debt Commitment Letter are available to be funded at Closing in accordance with the terms and conditions of the Debt Commitment Letter and the definitive credit documentation entered into in connection therewith, and all conditions precedent to the funding of the Debt Financing have been satisfied or waived. In addition, Parent has received, or will receive simultaneously with the Closing, the equity contributions contemplated by the Equity Commitment Letter and the Co-Investment Agreement, and all conditions precedent to the funding of such equity contributions have been satisfied or waived.
The aggregate Merger Consideration of $980,000,000 (representing $15.95 per share of Company common stock on a fully diluted basis, based on 61,450,000 shares of Company common stock outstanding on a fully diluted basis as of the Closing Date), together with all estimated transaction costs and expenses associated with the Closing, will be fully funded at Closing from the following sources:
Note: The total sources set forth above, together with the $90,000,000 of Pennfield cash on balance sheet applied at Closing, are sufficient to fund the aggregate Merger Consideration and approximately $60,000,000 in estimated transaction costs (including advisory fees, legal fees, accounting fees, financing fees, transfer taxes, and other costs and expenses of Parent, Merger Sub, and the Company in connection with the Merger). The $150,000,000 Revolving Credit Facility will be undrawn at Closing and available to the surviving corporation for working capital and general corporate purposes following the Closing.
The management rollover equity in the aggregate amount of $21,500,000 consists of the following contributions by members of the Company's senior management team, each of whom has executed a Management Rollover Agreement, dated as of April 7, 2025, in the form attached as Exhibit D to the Merger Agreement:
•  Catherine Langford, Chief Executive Officer of the Company: $12,500,000
•  Derek Simmons, Chief Financial Officer of the Company: $5,000,000
•  Maxwell Dunn, Chief Operating Officer of the Company: $4,000,000
The undersigned further confirms that Parent has reviewed and approved the Closing Funds Flow Memorandum, dated as of June 27, 2025, setting forth detailed wire transfer instructions, disbursement mechanics, payoff amounts, and the timing and sequence of all payments to be made at or in connection with the Closing (the "Funds Flow Memorandum"). All wire transfers and payments will be made in accordance with the Funds Flow Memorandum, and Parent has delivered, or caused to be delivered, irrevocable wire transfer instructions to the applicable financial institutions for the funding of all amounts required to be paid at or in connection with the Closing.
Section 6. Certification Regarding Merger Sub
The undersigned hereby confirms as follows with respect to Pinnacle Merger Sub, Inc.:
(a) Merger Sub was duly incorporated in the State of Delaware on March 18, 2025, and has been maintained as a direct, wholly owned subsidiary of Parent at all times since its date of incorporation. The sole incorporator of Merger Sub was Jonah Whitfield, an associate at Marsden & Holt LLP, counsel to Parent and Merger Sub.
(b) Since its date of incorporation, Merger Sub has not engaged in any business or activity, and has not incurred any liabilities or obligations, other than as contemplated by the Merger Agreement and the transactions contemplated thereby, including the execution and delivery of the Merger Agreement, the performance of its obligations thereunder, and the preparation of documents and instruments in connection with the Closing.
(c) The board of directors of Merger Sub has duly adopted resolutions, by unanimous written consent in lieu of a meeting, authorizing (i) the execution and delivery by Merger Sub of the Merger Agreement and each of the other Transaction Documents to which Merger Sub is a party, (ii) the performance by Merger Sub of its obligations under the Merger Agreement and such other Transaction Documents, and (iii) the consummation of the Merger and the other transactions contemplated by the Merger Agreement, in each case upon the terms and subject to the conditions set forth in the Merger Agreement.
(d) Parent, as the sole stockholder of Merger Sub, has executed a Written Consent of Sole Stockholder, effective as of April 7, 2025, approving the Merger Agreement and the Merger pursuant to Section 228 of the DGCL, which Written Consent constitutes the requisite stockholder approval for the adoption of the Merger Agreement and the approval of the Merger by the stockholders of Merger Sub.
(e) No other corporate action on the part of Merger Sub is necessary to authorize the execution, delivery, and performance of the Merger Agreement or the consummation of the Merger, other than the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL, which filing will be made simultaneously with the Closing.
Section 7. Certification Regarding Limited Guarantee
The undersigned hereby confirms that the Limited Guarantee (the "Limited Guarantee"), dated as of April 7, 2025, executed and delivered by Parent in favor of the Company, guaranteeing the payment obligations of Merger Sub under the Merger Agreement, including without limitation Merger Sub's obligation to pay the reverse termination fee in the amount of $58,800,000 (the "Reverse Termination Fee") in the event such payment becomes due and payable pursuant to Section 8.03(b) of the Merger Agreement, remains in full force and effect as of the Closing Date. The Limited Guarantee has not been amended, supplemented, modified, terminated, or waived in any respect since its date of execution, and Parent's obligations thereunder remain valid, binding, and enforceable against Parent in accordance with the terms thereof. No event has occurred that would give rise to a termination of the Limited Guarantee other than in accordance with its terms, and no claim has been made or is pending under the Limited Guarantee.
Section 8. Certification Regarding No Litigation
The undersigned hereby certifies that, as of the Closing Date, there is no action, suit, claim, proceeding, arbitration, investigation, or inquiry pending or, to the knowledge of the undersigned (after due inquiry), threatened in writing against Parent, Merger Sub, HPE IV GP, or any of their respective affiliates, directors, officers, managers, or members, before any court, arbitral tribunal, governmental authority, or other body, that (a) challenges or seeks to restrain, enjoin, prohibit, or otherwise prevent the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement, (b) seeks damages or other relief in connection with the Merger Agreement or the transactions contemplated thereby, or (c) would otherwise reasonably be expected to prevent, materially delay, or materially impede the consummation of the Merger or the other transactions contemplated by the Merger Agreement. To the knowledge of the undersigned, no governmental authority has indicated an intention to commence any such action, suit, claim, proceeding, arbitration, investigation, or inquiry.
Section 9. Certification Regarding Governmental Approvals
The undersigned hereby certifies that all consents, approvals, orders, authorizations, permits, licenses, and clearances of, and all filings, registrations, declarations, and notifications with, any governmental authority that are required to be obtained or made by Parent or Merger Sub in connection with the execution, delivery, and performance of the Merger Agreement and the consummation of the Merger and the other transactions contemplated thereby have been duly obtained or made, and all such consents, approvals, orders, authorizations, permits, licenses, and clearances remain in full force and effect as of the Closing Date. Specifically and without limitation:
(a) HSR Act Clearance. As set forth in Section 3(a) above, the filing required under the HSR Act was made by Parent on or about April 8, 2025, and the initial thirty (30) calendar day waiting period under the HSR Act expired on or about May 8, 2025, without the issuance of a second request for additional information or documentary materials. Accordingly, the waiting period requirements under the HSR Act have been fully satisfied, and no further action under the HSR Act is required in connection with the consummation of the Merger.
(b) Non-U.S. Merger Control Filings. Based on the representations and warranties of the Company in the Merger Agreement and the due diligence conducted by Parent prior to the execution of the Merger Agreement, the Company does not have material foreign operations, foreign subsidiaries, or foreign revenues that would trigger mandatory merger control filing requirements in any jurisdiction outside the United States. Accordingly, no non-U.S. merger control filings were required in connection with the Merger, and no non-U.S. governmental authority has jurisdiction over, or has asserted jurisdiction over, the Merger or the transactions contemplated by the Merger Agreement.
(c) Other Material Governmental Consents. All other material consents, approvals, and authorizations of governmental authorities required to be obtained by Parent or Merger Sub in connection with the consummation of the Merger, to the extent any such consents, approvals, or authorizations were required, have been duly obtained and remain in full force and effect. Neither Parent nor Merger Sub has received any written notice from any governmental authority indicating that any such consent, approval, or authorization has been revoked, suspended, modified, or conditioned in any manner that would reasonably be expected to have a material adverse effect on the ability of Parent or Merger Sub to consummate the Merger.
Section 10. Reliance; No Other Representations
This Certificate is being delivered by the undersigned solely for the purpose of satisfying the conditions to the Closing set forth in Section 7.03 of the Merger Agreement, and may be relied upon by the Company, its board of directors, and its legal counsel, Calloway, Briggs & Harmon LLP, solely for the purpose of determining whether the conditions set forth in Section 7.03 of the Merger Agreement have been satisfied. This Certificate is not intended to, and shall not, confer any rights or remedies upon any person other than the Company, its board of directors, and its counsel, and shall not be relied upon by any other person for any purpose whatsoever.
Nothing contained in this Certificate shall be deemed to expand, modify, supplement, amend, or otherwise alter the representations, warranties, covenants, agreements, or obligations of Parent or Merger Sub set forth in the Merger Agreement or any other Transaction Document, or to create any additional representations, warranties, covenants, agreements, or obligations on the part of Parent, Merger Sub, or any of their respective affiliates. The certifications contained herein are made solely as of the Closing Date and are subject in all respects to the terms, conditions, limitations, exceptions, and qualifications set forth in the Merger Agreement.
Section 11. Governing Law
This Certificate shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice or conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware, consistent with and subject to Section 9.09 of the Merger Agreement (Governing Law; Jurisdiction; Waiver of Jury Trial). Any dispute arising out of or in connection with this Certificate shall be resolved in accordance with the dispute resolution provisions set forth in Section 9.09 of the Merger Agreement, including the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if such court lacks subject matter jurisdiction, the United States District Court for the District of Delaware).
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate as of the date first written above.
HARROWGATE PRIVATE EQUITY FUND IV LP
By: Harrowgate Capital Partners IV GP LLC,
its General Partner
By: ________
Name: Nathaniel Cross
Title: Chairman
Date: June 30, 2025
EXHIBIT AND ATTACHMENT REFERENCE
This Certificate is delivered together with, and as part of, the Closing deliverables of Parent and Merger Sub as set forth in the Closing Checklist (the "Closing Checklist") attached as Annex A to the Funds Flow Memorandum. The Closing deliverables being delivered simultaneously herewith include, without limitation, the following:
1.  FIRPTA Certificate of the Company, certifying that the Company is not, and has not been during the applicable period, a "United States real property holding corporation" within the meaning of Section 897(c)(2) of the Internal Revenue Code of 1986, as amended, together with the related notice to the Internal Revenue Service, in each case in accordance with Treasury Regulations Section 1.1445-2(c)(3);
2.  Legal opinions of Marsden & Holt LLP, Delaware counsel to Parent and Merger Sub, as to (a) the due organization and valid existence of Parent under the laws of the State of Delaware, (b) the due incorporation and valid existence of Merger Sub under the laws of the State of Delaware, (c) the due authorization, execution, and delivery of the Merger Agreement by each of Parent and Merger Sub, and (d) the enforceability of the Merger Agreement against each of Parent and Merger Sub;
3.  Executed copies of all ancillary agreements contemplated by the Merger Agreement, including the Escrow Agreement, the Management Rollover Agreements, the Non-Competition and Non-Solicitation Agreements, and the Stockholders' Agreement;
4.  The Certificate of Merger, duly executed by Merger Sub and the Company, to be filed with the Secretary of State of the State of Delaware simultaneously with the Closing in accordance with Section 251 of the DGCL;
5.  The Officer's Certificate of the Company, certifying the Company's compliance with its own closing conditions set forth in Section 7.02 of the Merger Agreement, including the accuracy of the Company's representations and warranties and the performance of the Company's covenants and obligations; and
6.  All other documents, instruments, certificates, and deliverables required to be delivered by Parent or Merger Sub at or prior to the Closing pursuant to the Merger Agreement and the Closing Checklist.
This Certificate, together with all exhibits and attachments hereto, constitutes a Closing deliverable under the Merger Agreement and is subject to the terms and conditions of the Merger Agreement. This Certificate may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Certificate by facsimile, portable document format (.pdf), or other electronic transmission shall be deemed to constitute delivery of an original executed counterpart.
Source | Amount
Term Loan B Facility proceeds (Falconer National Bank, N.A. / Dunmore Capital Markets LLC) | $490,000,000
HPE Fund IV equity contribution (net of co-investment and management rollover equity) | $258,500,000
Ashford Growth Partners LP co-investment equity | $60,000,000
Management rollover equity | $21,500,000
Pennfield Holdings, Inc. cash on balance sheet (applied at Closing) | $90,000,000
Total Sources | $920,000,000

OFFICER'S CERTIFICATE OF HARROWGATE PRIVATE EQUITY FUND IV LP

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CERTIFICATIONS

HARROWGATE PRIVATE EQUITY FUND IV LP

EXHIBIT AND ATTACHMENT REFERENCE

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