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

no-claims-declaration.docx DOCUMENT M&A / Corporate

26 / 39 ← → ✕

NO-CLAIMS DECLARATION

Pre-Closing Declaration Delivered Pursuant to the Buyer-Side Representations and Warranty Insurance Policy

Policy Reference: Representations and Warranty Insurance Policy No. RWI-2025-MSI-04781 (the "Policy"), issued by Meridian Specialty Insurance Company (the "Insurer"), bound on March 28, 2025

Named Insured: Harrowgate Private Equity Fund IV LP, a Delaware limited partnership

Additional Insured: Pinnacle Merger Sub, Inc., a Delaware corporation, and their respective successors and assigns

Transaction: The acquisition of Pennfield Holdings, Inc. (Nasdaq: PNFD), a Delaware corporation, pursuant to that certain Agreement and Plan of Merger, dated as of April 7, 2025 (the "Merger Agreement"), by and among Harrowgate Private Equity Fund IV LP, Pinnacle Merger Sub, Inc., and Pennfield Holdings, Inc.

Policy Limit: $100,000,000

Retention: $9,800,000 (being 1% of the aggregate merger consideration of $980,000,000)

Date of Declaration: As of June 30, 2025 (the "Closing Date")

RECITALS

A. The Policy. Meridian Specialty Insurance Company, with offices at One Constitution Plaza, 18th Floor, Hartford, CT 06103 (the "Insurer"), issued that certain Representations and Warranty Insurance Policy No. RWI-2025-MSI-04781 (the "Policy"), bound on March 28, 2025, providing buyer-side representations and warranty insurance coverage in connection with the Transaction (as defined below). The Policy was brokered by Lockwood Risk Advisors LLC, 125 High Street, Suite 900, Boston, MA 02110 (contact: James Fielding, Senior Vice President). Underwriting counsel for the Insurer in connection with the issuance of the Policy was Winslow & Crane LLP, 101 Federal Street, Suite 2600, Boston, MA 02110 (contact: Andrea Shelby, Partner). The Policy provides buyer-side representations and warranty insurance coverage to the Named Insured and the Additional Insured in connection with the Transaction, subject to the terms, conditions, limitations, and exclusions set forth therein.

B. The Transaction. Harrowgate Private Equity Fund IV LP, a Delaware limited partnership ("Harrowgate" or the "Named Insured"), with principal offices at 1200 Market Street, Suite 3100, Wilmington, DE 19801, Pinnacle Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Harrowgate ("Merger Sub"), with offices at the same address, and Pennfield Holdings, Inc., a Delaware corporation (Nasdaq: PNFD) ("Pennfield" or the "Company"), with principal offices at 4500 Commerce Boulevard, Suite 800, Charlotte, NC 28202, entered into that certain Agreement and Plan of Merger, dated as of April 7, 2025 (the "Merger Agreement"), pursuant to which the parties agreed to consummate a reverse triangular merger under Section 251 of the General Corporation Law of the State of Delaware (the "DGCL"), whereby Merger Sub will merge with and into Pennfield, with Pennfield surviving as a wholly owned subsidiary of Harrowgate (the "Transaction"). The aggregate merger consideration payable in connection with the Transaction is $980,000,000, representing $15.95 per share on a fully diluted basis of 61,450,000 shares of Pennfield common stock.

C. Requirement to Deliver Declaration. The Policy requires, as a condition to the effectiveness of coverage thereunder on and after the Closing Date, the delivery by the Named Insured to the Insurer of a no-claims declaration in substantially the form contemplated by Section 7(b)(iv) of the Policy (the "No-Claims Declaration Condition"). This Declaration (this "Declaration") is being delivered by the Named Insured to the Insurer in satisfaction of the No-Claims Declaration Condition and to confirm, as of the Closing Date, the matters set forth herein.

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, and in order to satisfy the No-Claims Declaration Condition under the Policy, the Named Insured hereby declares and confirms as follows:

SECTION 1 — DEFINITIONS

For purposes of this Declaration, the following terms shall have the meanings set forth below:

"Claim" shall have the meaning ascribed to such term in the Policy, and generally means any written demand, notice, or assertion of a right to indemnification or recovery under the Policy in respect of a breach of any representation or warranty of Pennfield Holdings, Inc. set forth in the Merger Agreement, including any formal or informal notice of claim submitted to the Insurer in accordance with the claims notification provisions of the Policy.

"Closing" shall have the meaning ascribed to such term in the Merger Agreement, and refers to the closing of the Transaction contemplated thereby.

"Closing Date" shall have the meaning ascribed to such term in the Merger Agreement, and refers to the date on which the Closing occurs; estimated to be June 30, 2025.

"Knowledge" shall have the meaning ascribed to such term in the Policy, and means the actual knowledge of the following designated individuals of the Named Insured (collectively, the "Knowledge Persons"), in each case after reasonable inquiry of legal counsel and advisors involved in the due diligence process for the Transaction:

(i) Nathaniel Cross, Managing Partner & Co-Founder, Harrowgate Capital Partners LLC;

(ii) Rebecca Talmadge, Partner, Head of Consumer & Retail, Harrowgate Capital Partners LLC; and

(iii) Jonah Whitfield, Principal, Deal Lead, Harrowgate Capital Partners LLC.

The Knowledge Persons are further described in Schedule A attached hereto and made a part hereof.

"Loss" shall have the meaning ascribed to such term in the Policy.

"Merger Agreement" means the Agreement and Plan of Merger, dated as of April 7, 2025, by and among Harrowgate Private Equity Fund IV LP, Pinnacle Merger Sub, Inc., and Pennfield Holdings, Inc., as the same may be amended, modified, or supplemented from time to time in accordance with its terms.

"Named Insured" means Harrowgate Private Equity Fund IV LP, a Delaware limited partnership.

"Policy" means the Representations and Warranty Insurance Policy No. RWI-2025-MSI-04781, issued by Meridian Specialty Insurance Company, bound on March 28, 2025, as the same may be amended or endorsed from time to time.

"Retention" means $9,800,000, being 1% of the aggregate merger consideration of $980,000,000, representing the amount of Loss that must be incurred before coverage under the Policy becomes available, as more fully described in the Policy.

All other capitalized terms used but not otherwise defined in this Declaration shall have the meanings given to such terms in the Policy or, if not defined therein, in the Merger Agreement.

SECTION 2 — DECLARATIONS AND CONFIRMATIONS

2.1 No Claim Made

The Named Insured hereby declares and confirms that, as of the Closing Date, no Claim has been made under the Policy by the Named Insured or any Additional Insured. Neither the Named Insured nor any Additional Insured has submitted, or caused to be submitted, any notice of claim, notice of circumstances, or any other communication to the Insurer that could reasonably be construed as the assertion of a Claim or a reservation of rights with respect to any potential Claim under the Policy. No agent, representative, or affiliate of the Named Insured or any Additional Insured has initiated or authorized the initiation of any Claim under the Policy as of the date hereof.

2.2 No Known Claim

The Named Insured hereby declares and confirms that, as of the Closing Date, to the Knowledge of the Named Insured, no facts, circumstances, or conditions exist that would reasonably be expected to give rise to a Claim under the Policy. Without limiting the generality of the foregoing, to the Knowledge of the Named Insured, there are no pending or contemplated demands, disputes, investigations, inquiries, or other matters that would reasonably be expected to result in the assertion of a Claim by the Named Insured or any Additional Insured under the Policy. The Named Insured has conducted a reasonable review of the information available to it, including information obtained through the due diligence process and the period between signing and closing, and is not aware of any matter that would reasonably be expected to constitute or give rise to a Claim.

2.3 No Breach Known

The Named Insured hereby declares and confirms that, as of the Closing Date, to the Knowledge of the Named Insured:

(a) no breach of any representation or warranty of Pennfield Holdings, Inc. set forth in Article IV of the Merger Agreement has occurred or is continuing that would reasonably be expected to result in a Loss covered under the Policy; and

(b) no written notice of any such breach has been received by the Named Insured from Pennfield Holdings, Inc., its counsel Calloway, Briggs & Harmon LLP, or any third party, whether in the form of a bring-down disclosure schedule supplement, a notice of breach, an update letter, or otherwise.

The Named Insured further confirms that it has reviewed the bring-down certificate delivered by Pennfield Holdings, Inc. pursuant to Section 8.2(c) of the Merger Agreement and, to the Knowledge of the Named Insured, no information contained therein or omitted therefrom constitutes or reveals a breach of any representation or warranty of Pennfield Holdings, Inc. that would reasonably be expected to result in a Loss covered under the Policy.

2.4 No Pending or Threatened Litigation Relating to Representations and Warranties

The Named Insured hereby declares and confirms that, as of the Closing Date, to the Knowledge of the Named Insured, no litigation, arbitration, or administrative proceeding is pending or, to the Knowledge of the Named Insured, threatened against the Named Insured, Pinnacle Merger Sub, Inc., or Pennfield Holdings, Inc. that relates to or arises out of any of the representations and warranties set forth in the Merger Agreement that would constitute a Claim under the Policy. For the avoidance of doubt, the Named Insured has not received any demand letter, complaint, subpoena, civil investigative demand, or other legal process directed at any of the foregoing entities that relates to or arises out of the accuracy or completeness of any representation or warranty in the Merger Agreement. To the Knowledge of the Named Insured, no governmental authority, regulatory body, or self-regulatory organization has commenced or threatened to commence any investigation, inquiry, or proceeding that would implicate the representations and warranties set forth in the Merger Agreement in a manner that would reasonably be expected to give rise to a Claim under the Policy.

2.5 Due Diligence Confirmation

The Named Insured confirms that the due diligence conducted in connection with the Transaction, including the review of the virtual data room maintained on the Thackeray Solutions platform under the project designation "Project Summit," was conducted in a manner consistent in all material respects with the representations made to the Insurer and underwriting counsel (Winslow & Crane LLP) during the underwriting process for the Policy. The scope, depth, and methodology of the due diligence investigation as described to the Insurer during the underwriting process, including with respect to financial, tax, legal, environmental, intellectual property, cybersecurity, employment, and regulatory matters, has not been materially altered or curtailed since the binding of the Policy. No material information has come to the Knowledge of the Named Insured since the binding of the Policy on March 28, 2025, that would constitute a material change to the information provided to the Insurer during the underwriting process, including the information set forth in the underwriting submission materials, the management presentations, and the responses to the Insurer's and underwriting counsel's due diligence questionnaire and follow-up inquiries.

2.6 No Material Changes to Merger Agreement

The Named Insured confirms that, as of the Closing Date, there have been no material amendments, modifications, or waivers to the Merger Agreement, including the representations and warranties contained therein, the indemnification provisions set forth therein, or the conditions to closing set forth therein, that have not been previously disclosed to the Insurer in writing. To the extent any non-material amendments, supplements, or modifications have been made to the Merger Agreement or the disclosure schedules delivered in connection therewith, such changes do not affect, alter, or diminish the scope of the representations and warranties of Pennfield Holdings, Inc. set forth in the Merger Agreement in any manner that would be material to the coverage provided under the Policy.

SECTION 3 — INDEMNIFICATION FRAMEWORK REFERENCE

For informational purposes and without limiting or expanding the terms of the Policy, the Named Insured notes the following with respect to the indemnification framework applicable to the Transaction:

(a) The Merger Agreement provides for an indemnification cap of $117,600,000, which represents 12% of the aggregate merger consideration of $980,000,000, applicable to claims for breaches of the representations and warranties of Pennfield Holdings, Inc. set forth in Article IV of the Merger Agreement (exclusive of the Fundamental Representations and certain specified representations, which are subject to separate limitations as set forth in the Merger Agreement).

(b) The Policy provides coverage for Losses in excess of the Retention of $9,800,000, up to the Policy Limit of $100,000,000, subject to the terms, conditions, limitations, and exclusions set forth in the Policy.

(c) This Declaration does not modify, limit, or expand the coverage provided under the Policy or the indemnification obligations of any party under the Merger Agreement. The rights and obligations of the parties under the Merger Agreement and the Policy, respectively, shall be determined solely in accordance with the terms thereof, and nothing in this Declaration shall be deemed to create, alter, or affect any such rights or obligations.

SECTION 4 — RELIANCE AND SCOPE

4.1 Reliance. This Declaration is delivered solely for the benefit of, and may be relied upon solely by, Meridian Specialty Insurance Company in its capacity as Insurer under the Policy. The Named Insured acknowledges that the Insurer is relying on the declarations and confirmations set forth herein in permitting the coverage under the Policy to become effective on and after the Closing Date. This Declaration constitutes a condition to the effectiveness of coverage under the Policy on and after the Closing Date, as required by the terms of the Policy, and is not intended to supplement, modify, or amend the Policy in any respect.

4.2 No Third-Party Beneficiaries

No person or entity other than the Insurer shall be entitled to rely upon or enforce this Declaration. Without limiting the generality of the foregoing, Pennfield Holdings, Inc., its stockholders (whether former, current, or future), its directors, officers, employees, agents, and their respective representatives, successors, and assigns shall not be deemed third-party beneficiaries of this Declaration and shall have no rights hereunder. This Declaration shall not confer upon any person or entity not a party hereto any rights or remedies of any nature whatsoever, whether at law, in equity, or otherwise.

4.3 Limitation of Liability

The delivery of this Declaration shall not give rise to any independent cause of action or liability of the Named Insured to the Insurer, except to the extent that any statement contained herein is materially false or misleading when made and the Insurer is thereby actually and demonstrably prejudiced in the administration, adjustment, or resolution of a Claim under the Policy. For the avoidance of doubt, the Named Insured's liability, if any, arising from or in connection with this Declaration shall be limited to the remedies expressly provided for in the Policy with respect to pre-closing declarations and shall not create any separate or additional obligations of indemnification or contribution by the Named Insured in favor of the Insurer.

SECTION 5 — GOVERNING LAW

This Declaration shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. The selection of Delaware law as the governing law of this Declaration is consistent with, and is intended to complement, the governing law provisions of both the Merger Agreement and the Policy, each of which is also governed by the laws of the State of Delaware. Any dispute arising out of or in connection with this Declaration shall be resolved in accordance with the dispute resolution provisions set forth in the Policy.

SECTION 6 — MISCELLANEOUS

6.1 Counterparts. This Declaration may be executed in one or more counterparts, including by means of electronic signature (in .pdf format transmitted by email or other electronic transmission), each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. The exchange of copies of this Declaration and of signature pages by electronic transmission (including in .pdf format) shall constitute effective execution and delivery of this Declaration and may be used in lieu of an original Declaration for all purposes. Signatures of the parties transmitted by electronic means shall be deemed to be their original signatures for all purposes.

6.2 Severability. If any provision of this Declaration is held by a court of competent jurisdiction or other appropriate authority to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Declaration, and this Declaration shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein, so long as the economic and legal substance of the transactions and undertakings contemplated hereby is not affected in any manner materially adverse to any party. Upon any such determination, the parties shall negotiate in good faith to modify this Declaration so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner.

6.3 Notices. All notices, requests, demands, and other communications under this Declaration shall be in writing and shall be delivered by hand, by overnight courier service, or by email (with confirmation of transmission) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

If to the Named Insured:

Harrowgate Private Equity Fund IV LP c/o Harrowgate Capital Partners LLC 1200 Market Street, Suite 3100 Wilmington, DE 19801

Attention: Jonah Whitfield, Principal

with a copy (which shall not constitute notice) to:

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

Attention: Oliver Mackenzie, Partner

If to the Insurer:

Meridian Specialty Insurance Company One Constitution Plaza, 18th Floor Hartford, CT 06103

Attention: Claims Department — Representations and Warranty Insurance

If to the Broker:

Lockwood Risk Advisors LLC 125 High Street, Suite 900 Boston, MA 02110

Attention: James Fielding, Senior Vice President

[Remainder of this page intentionally left blank. Signature page follows.]

SIGNATURE PAGE TO NO-CLAIMS DECLARATION

IN WITNESS WHEREOF, the undersigned has executed this No-Claims Declaration 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: Jonah Whitfield

Title: Principal, Authorized Signatory

Date: ____, 2025

Acknowledged and received by:

MERIDIAN SPECIALTY INSURANCE COMPANY

By: ________

Name: ________

Title: ________

Date: ____, 2025

SCHEDULE A

KNOWLEDGE PERSONS

The following individuals constitute the "Knowledge Persons" for purposes of this Declaration. "Knowledge" of the Named Insured, as used in this Declaration and as defined in the Policy, means the actual knowledge of each of the following individuals, in each case after reasonable inquiry of legal counsel and advisors involved in the due diligence process for the Transaction:

Scope of Reasonable Inquiry. For purposes of the "reasonable inquiry" standard applicable to the Knowledge Persons, such inquiry includes, without limitation, the following:

(a) Review of all materials posted to the Project Summit virtual data room maintained on the Thackeray Solutions platform in connection with the Transaction, including all documents, files, and information made available by Pennfield Holdings, Inc. and its advisors through the date of this Declaration;

(b) Review of all due diligence memoranda, reports, and summaries prepared by Calderwood & Harkness LLP, counsel to the Named Insured in connection with the Transaction (Matter No. 1003-00004), including legal due diligence reports covering corporate matters, material contracts, litigation, regulatory compliance, intellectual property, employment and benefits, environmental, tax, and real property matters;

(c) Review of all financial, accounting, and tax due diligence reports and analyses prepared by the Named Insured's financial and tax advisors in connection with the Transaction;

(d) Communications with, and review of materials provided by, Ridgepoint Partners LLC, financial advisor to the Named Insured in connection with the Transaction (deal team contacts: Marcus Hale, Managing Director, and Priya Chandrasekaran, Vice President), including financial models, valuation analyses, and quality of earnings reports;

(e) Attendance at and participation in management presentations conducted by Pennfield Holdings, Inc. and its senior management team;

(f) Review of all publicly available information regarding Pennfield Holdings, Inc., including filings with the U.S. Securities and Exchange Commission, press releases, analyst reports, and other publicly available materials; and

(g) Consultation with the Named Insured's internal legal, financial, and operational professionals with respect to the matters covered by this Declaration.

The Knowledge Persons have each confirmed to the Named Insured that they have conducted the reasonable inquiry described above and that the declarations and confirmations set forth in this Declaration are true and correct as of the Closing Date based on such inquiry.

CONFIDENTIAL — This Declaration and the information contained herein are confidential and are intended solely for the use of the Named Insured and the Insurer. This Declaration shall not be disclosed to any third party without the prior written consent of the Insurer, except as may be required by applicable law or regulation or as may be reasonably necessary in connection with the administration of the Policy.

No.	Name	Title	Affiliation
1.	Nathaniel Cross	Managing Partner & Co-Founder	Harrowgate Capital Partners LLC
2.	Rebecca Talmadge	Partner, Head of Consumer & Retail	Harrowgate Capital Partners LLC
3.	Jonah Whitfield	Principal, Deal Lead	Harrowgate Capital Partners LLC

NO-CLAIMS DECLARATION
Pre-Closing Declaration Delivered Pursuant to the Buyer-Side Representations and Warranty Insurance Policy
Policy Reference: Representations and Warranty Insurance Policy No. RWI-2025-MSI-04781 (the "Policy"), issued by Meridian Specialty Insurance Company (the "Insurer"), bound on March 28, 2025
Named Insured: Harrowgate Private Equity Fund IV LP, a Delaware limited partnership
Additional Insured: Pinnacle Merger Sub, Inc., a Delaware corporation, and their respective successors and assigns
Transaction: The acquisition of Pennfield Holdings, Inc. (Nasdaq: PNFD), a Delaware corporation, pursuant to that certain Agreement and Plan of Merger, dated as of April 7, 2025 (the "Merger Agreement"), by and among Harrowgate Private Equity Fund IV LP, Pinnacle Merger Sub, Inc., and Pennfield Holdings, Inc.
Policy Limit: $100,000,000
Retention: $9,800,000 (being 1% of the aggregate merger consideration of $980,000,000)
Date of Declaration: As of June 30, 2025 (the "Closing Date")
RECITALS
A. The Policy. Meridian Specialty Insurance Company, with offices at One Constitution Plaza, 18th Floor, Hartford, CT 06103 (the "Insurer"), issued that certain Representations and Warranty Insurance Policy No. RWI-2025-MSI-04781 (the "Policy"), bound on March 28, 2025, providing buyer-side representations and warranty insurance coverage in connection with the Transaction (as defined below). The Policy was brokered by Lockwood Risk Advisors LLC, 125 High Street, Suite 900, Boston, MA 02110 (contact: James Fielding, Senior Vice President). Underwriting counsel for the Insurer in connection with the issuance of the Policy was Winslow & Crane LLP, 101 Federal Street, Suite 2600, Boston, MA 02110 (contact: Andrea Shelby, Partner). The Policy provides buyer-side representations and warranty insurance coverage to the Named Insured and the Additional Insured in connection with the Transaction, subject to the terms, conditions, limitations, and exclusions set forth therein.
B. The Transaction. Harrowgate Private Equity Fund IV LP, a Delaware limited partnership ("Harrowgate" or the "Named Insured"), with principal offices at 1200 Market Street, Suite 3100, Wilmington, DE 19801, Pinnacle Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Harrowgate ("Merger Sub"), with offices at the same address, and Pennfield Holdings, Inc., a Delaware corporation (Nasdaq: PNFD) ("Pennfield" or the "Company"), with principal offices at 4500 Commerce Boulevard, Suite 800, Charlotte, NC 28202, entered into that certain Agreement and Plan of Merger, dated as of April 7, 2025 (the "Merger Agreement"), pursuant to which the parties agreed to consummate a reverse triangular merger under Section 251 of the General Corporation Law of the State of Delaware (the "DGCL"), whereby Merger Sub will merge with and into Pennfield, with Pennfield surviving as a wholly owned subsidiary of Harrowgate (the "Transaction"). The aggregate merger consideration payable in connection with the Transaction is $980,000,000, representing $15.95 per share on a fully diluted basis of 61,450,000 shares of Pennfield common stock.
C. Requirement to Deliver Declaration. The Policy requires, as a condition to the effectiveness of coverage thereunder on and after the Closing Date, the delivery by the Named Insured to the Insurer of a no-claims declaration in substantially the form contemplated by Section 7(b)(iv) of the Policy (the "No-Claims Declaration Condition"). This Declaration (this "Declaration") is being delivered by the Named Insured to the Insurer in satisfaction of the No-Claims Declaration Condition and to confirm, as of the Closing Date, the matters set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, and in order to satisfy the No-Claims Declaration Condition under the Policy, the Named Insured hereby declares and confirms as follows:
SECTION 1 — DEFINITIONS
For purposes of this Declaration, the following terms shall have the meanings set forth below:
"Claim" shall have the meaning ascribed to such term in the Policy, and generally means any written demand, notice, or assertion of a right to indemnification or recovery under the Policy in respect of a breach of any representation or warranty of Pennfield Holdings, Inc. set forth in the Merger Agreement, including any formal or informal notice of claim submitted to the Insurer in accordance with the claims notification provisions of the Policy.
"Closing" shall have the meaning ascribed to such term in the Merger Agreement, and refers to the closing of the Transaction contemplated thereby.
"Closing Date" shall have the meaning ascribed to such term in the Merger Agreement, and refers to the date on which the Closing occurs; estimated to be June 30, 2025.
"Knowledge" shall have the meaning ascribed to such term in the Policy, and means the actual knowledge of the following designated individuals of the Named Insured (collectively, the "Knowledge Persons"), in each case after reasonable inquiry of legal counsel and advisors involved in the due diligence process for the Transaction:
(i) Nathaniel Cross, Managing Partner & Co-Founder, Harrowgate Capital Partners LLC;
(ii) Rebecca Talmadge, Partner, Head of Consumer & Retail, Harrowgate Capital Partners LLC; and
(iii) Jonah Whitfield, Principal, Deal Lead, Harrowgate Capital Partners LLC.
The Knowledge Persons are further described in Schedule A attached hereto and made a part hereof.
"Loss" shall have the meaning ascribed to such term in the Policy.
"Merger Agreement" means the Agreement and Plan of Merger, dated as of April 7, 2025, by and among Harrowgate Private Equity Fund IV LP, Pinnacle Merger Sub, Inc., and Pennfield Holdings, Inc., as the same may be amended, modified, or supplemented from time to time in accordance with its terms.
"Named Insured" means Harrowgate Private Equity Fund IV LP, a Delaware limited partnership.
"Policy" means the Representations and Warranty Insurance Policy No. RWI-2025-MSI-04781, issued by Meridian Specialty Insurance Company, bound on March 28, 2025, as the same may be amended or endorsed from time to time.
"Retention" means $9,800,000, being 1% of the aggregate merger consideration of $980,000,000, representing the amount of Loss that must be incurred before coverage under the Policy becomes available, as more fully described in the Policy.
All other capitalized terms used but not otherwise defined in this Declaration shall have the meanings given to such terms in the Policy or, if not defined therein, in the Merger Agreement.
SECTION 2 — DECLARATIONS AND CONFIRMATIONS
2.1 No Claim Made
The Named Insured hereby declares and confirms that, as of the Closing Date, no Claim has been made under the Policy by the Named Insured or any Additional Insured. Neither the Named Insured nor any Additional Insured has submitted, or caused to be submitted, any notice of claim, notice of circumstances, or any other communication to the Insurer that could reasonably be construed as the assertion of a Claim or a reservation of rights with respect to any potential Claim under the Policy. No agent, representative, or affiliate of the Named Insured or any Additional Insured has initiated or authorized the initiation of any Claim under the Policy as of the date hereof.
2.2 No Known Claim
The Named Insured hereby declares and confirms that, as of the Closing Date, to the Knowledge of the Named Insured, no facts, circumstances, or conditions exist that would reasonably be expected to give rise to a Claim under the Policy. Without limiting the generality of the foregoing, to the Knowledge of the Named Insured, there are no pending or contemplated demands, disputes, investigations, inquiries, or other matters that would reasonably be expected to result in the assertion of a Claim by the Named Insured or any Additional Insured under the Policy. The Named Insured has conducted a reasonable review of the information available to it, including information obtained through the due diligence process and the period between signing and closing, and is not aware of any matter that would reasonably be expected to constitute or give rise to a Claim.
2.3 No Breach Known
The Named Insured hereby declares and confirms that, as of the Closing Date, to the Knowledge of the Named Insured:
(a) no breach of any representation or warranty of Pennfield Holdings, Inc. set forth in Article IV of the Merger Agreement has occurred or is continuing that would reasonably be expected to result in a Loss covered under the Policy; and
(b) no written notice of any such breach has been received by the Named Insured from Pennfield Holdings, Inc., its counsel Calloway, Briggs & Harmon LLP, or any third party, whether in the form of a bring-down disclosure schedule supplement, a notice of breach, an update letter, or otherwise.
The Named Insured further confirms that it has reviewed the bring-down certificate delivered by Pennfield Holdings, Inc. pursuant to Section 8.2(c) of the Merger Agreement and, to the Knowledge of the Named Insured, no information contained therein or omitted therefrom constitutes or reveals a breach of any representation or warranty of Pennfield Holdings, Inc. that would reasonably be expected to result in a Loss covered under the Policy.
2.4 No Pending or Threatened Litigation Relating to Representations and Warranties
The Named Insured hereby declares and confirms that, as of the Closing Date, to the Knowledge of the Named Insured, no litigation, arbitration, or administrative proceeding is pending or, to the Knowledge of the Named Insured, threatened against the Named Insured, Pinnacle Merger Sub, Inc., or Pennfield Holdings, Inc. that relates to or arises out of any of the representations and warranties set forth in the Merger Agreement that would constitute a Claim under the Policy. For the avoidance of doubt, the Named Insured has not received any demand letter, complaint, subpoena, civil investigative demand, or other legal process directed at any of the foregoing entities that relates to or arises out of the accuracy or completeness of any representation or warranty in the Merger Agreement. To the Knowledge of the Named Insured, no governmental authority, regulatory body, or self-regulatory organization has commenced or threatened to commence any investigation, inquiry, or proceeding that would implicate the representations and warranties set forth in the Merger Agreement in a manner that would reasonably be expected to give rise to a Claim under the Policy.
2.5 Due Diligence Confirmation
The Named Insured confirms that the due diligence conducted in connection with the Transaction, including the review of the virtual data room maintained on the Thackeray Solutions platform under the project designation "Project Summit," was conducted in a manner consistent in all material respects with the representations made to the Insurer and underwriting counsel (Winslow & Crane LLP) during the underwriting process for the Policy. The scope, depth, and methodology of the due diligence investigation as described to the Insurer during the underwriting process, including with respect to financial, tax, legal, environmental, intellectual property, cybersecurity, employment, and regulatory matters, has not been materially altered or curtailed since the binding of the Policy. No material information has come to the Knowledge of the Named Insured since the binding of the Policy on March 28, 2025, that would constitute a material change to the information provided to the Insurer during the underwriting process, including the information set forth in the underwriting submission materials, the management presentations, and the responses to the Insurer's and underwriting counsel's due diligence questionnaire and follow-up inquiries.
2.6 No Material Changes to Merger Agreement
The Named Insured confirms that, as of the Closing Date, there have been no material amendments, modifications, or waivers to the Merger Agreement, including the representations and warranties contained therein, the indemnification provisions set forth therein, or the conditions to closing set forth therein, that have not been previously disclosed to the Insurer in writing. To the extent any non-material amendments, supplements, or modifications have been made to the Merger Agreement or the disclosure schedules delivered in connection therewith, such changes do not affect, alter, or diminish the scope of the representations and warranties of Pennfield Holdings, Inc. set forth in the Merger Agreement in any manner that would be material to the coverage provided under the Policy.
SECTION 3 — INDEMNIFICATION FRAMEWORK REFERENCE
For informational purposes and without limiting or expanding the terms of the Policy, the Named Insured notes the following with respect to the indemnification framework applicable to the Transaction:
(a) The Merger Agreement provides for an indemnification cap of $117,600,000, which represents 12% of the aggregate merger consideration of $980,000,000, applicable to claims for breaches of the representations and warranties of Pennfield Holdings, Inc. set forth in Article IV of the Merger Agreement (exclusive of the Fundamental Representations and certain specified representations, which are subject to separate limitations as set forth in the Merger Agreement).
(b) The Policy provides coverage for Losses in excess of the Retention of $9,800,000, up to the Policy Limit of $100,000,000, subject to the terms, conditions, limitations, and exclusions set forth in the Policy.
(c) This Declaration does not modify, limit, or expand the coverage provided under the Policy or the indemnification obligations of any party under the Merger Agreement. The rights and obligations of the parties under the Merger Agreement and the Policy, respectively, shall be determined solely in accordance with the terms thereof, and nothing in this Declaration shall be deemed to create, alter, or affect any such rights or obligations.
SECTION 4 — RELIANCE AND SCOPE
4.1 Reliance.  This Declaration is delivered solely for the benefit of, and may be relied upon solely by, Meridian Specialty Insurance Company in its capacity as Insurer under the Policy. The Named Insured acknowledges that the Insurer is relying on the declarations and confirmations set forth herein in permitting the coverage under the Policy to become effective on and after the Closing Date. This Declaration constitutes a condition to the effectiveness of coverage under the Policy on and after the Closing Date, as required by the terms of the Policy, and is not intended to supplement, modify, or amend the Policy in any respect.
4.2 No Third-Party Beneficiaries
No person or entity other than the Insurer shall be entitled to rely upon or enforce this Declaration. Without limiting the generality of the foregoing, Pennfield Holdings, Inc., its stockholders (whether former, current, or future), its directors, officers, employees, agents, and their respective representatives, successors, and assigns shall not be deemed third-party beneficiaries of this Declaration and shall have no rights hereunder. This Declaration shall not confer upon any person or entity not a party hereto any rights or remedies of any nature whatsoever, whether at law, in equity, or otherwise.
4.3 Limitation of Liability
The delivery of this Declaration shall not give rise to any independent cause of action or liability of the Named Insured to the Insurer, except to the extent that any statement contained herein is materially false or misleading when made and the Insurer is thereby actually and demonstrably prejudiced in the administration, adjustment, or resolution of a Claim under the Policy. For the avoidance of doubt, the Named Insured's liability, if any, arising from or in connection with this Declaration shall be limited to the remedies expressly provided for in the Policy with respect to pre-closing declarations and shall not create any separate or additional obligations of indemnification or contribution by the Named Insured in favor of the Insurer.
SECTION 5 — GOVERNING LAW
This Declaration shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. The selection of Delaware law as the governing law of this Declaration is consistent with, and is intended to complement, the governing law provisions of both the Merger Agreement and the Policy, each of which is also governed by the laws of the State of Delaware. Any dispute arising out of or in connection with this Declaration shall be resolved in accordance with the dispute resolution provisions set forth in the Policy.
SECTION 6 — MISCELLANEOUS
6.1 Counterparts.  This Declaration may be executed in one or more counterparts, including by means of electronic signature (in .pdf format transmitted by email or other electronic transmission), each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. The exchange of copies of this Declaration and of signature pages by electronic transmission (including in .pdf format) shall constitute effective execution and delivery of this Declaration and may be used in lieu of an original Declaration for all purposes. Signatures of the parties transmitted by electronic means shall be deemed to be their original signatures for all purposes.
6.2 Severability.  If any provision of this Declaration is held by a court of competent jurisdiction or other appropriate authority to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Declaration, and this Declaration shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein, so long as the economic and legal substance of the transactions and undertakings contemplated hereby is not affected in any manner materially adverse to any party. Upon any such determination, the parties shall negotiate in good faith to modify this Declaration so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner.
6.3 Notices.  All notices, requests, demands, and other communications under this Declaration shall be in writing and shall be delivered by hand, by overnight courier service, or by email (with confirmation of transmission) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):
If to the Named Insured:
Harrowgate Private Equity Fund IV LP c/o Harrowgate Capital Partners LLC 1200 Market Street, Suite 3100 Wilmington, DE 19801
Attention: Jonah Whitfield, Principal
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP One Liberty Plaza, 55th Floor New York, NY 10006
Attention: Oliver Mackenzie, Partner
If to the Insurer:
Meridian Specialty Insurance Company One Constitution Plaza, 18th Floor Hartford, CT 06103
Attention: Claims Department — Representations and Warranty Insurance
If to the Broker:
Lockwood Risk Advisors LLC 125 High Street, Suite 900 Boston, MA 02110
Attention: James Fielding, Senior Vice President
[Remainder of this page intentionally left blank. Signature page follows.]
SIGNATURE PAGE TO NO-CLAIMS DECLARATION
IN WITNESS WHEREOF, the undersigned has executed this No-Claims Declaration 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: Jonah Whitfield
Title: Principal, Authorized Signatory
Date: ____, 2025
Acknowledged and received by:
MERIDIAN SPECIALTY INSURANCE COMPANY
By: ________
Name: ________
Title: ________
Date: ____, 2025
SCHEDULE A
KNOWLEDGE PERSONS
The following individuals constitute the "Knowledge Persons" for purposes of this Declaration. "Knowledge" of the Named Insured, as used in this Declaration and as defined in the Policy, means the actual knowledge of each of the following individuals, in each case after reasonable inquiry of legal counsel and advisors involved in the due diligence process for the Transaction:
Scope of Reasonable Inquiry. For purposes of the "reasonable inquiry" standard applicable to the Knowledge Persons, such inquiry includes, without limitation, the following:
(a) Review of all materials posted to the Project Summit virtual data room maintained on the Thackeray Solutions platform in connection with the Transaction, including all documents, files, and information made available by Pennfield Holdings, Inc. and its advisors through the date of this Declaration;
(b) Review of all due diligence memoranda, reports, and summaries prepared by Calderwood & Harkness LLP, counsel to the Named Insured in connection with the Transaction (Matter No. 1003-00004), including legal due diligence reports covering corporate matters, material contracts, litigation, regulatory compliance, intellectual property, employment and benefits, environmental, tax, and real property matters;
(c) Review of all financial, accounting, and tax due diligence reports and analyses prepared by the Named Insured's financial and tax advisors in connection with the Transaction;
(d) Communications with, and review of materials provided by, Ridgepoint Partners LLC, financial advisor to the Named Insured in connection with the Transaction (deal team contacts: Marcus Hale, Managing Director, and Priya Chandrasekaran, Vice President), including financial models, valuation analyses, and quality of earnings reports;
(e) Attendance at and participation in management presentations conducted by Pennfield Holdings, Inc. and its senior management team;
(f) Review of all publicly available information regarding Pennfield Holdings, Inc., including filings with the U.S. Securities and Exchange Commission, press releases, analyst reports, and other publicly available materials; and
(g) Consultation with the Named Insured's internal legal, financial, and operational professionals with respect to the matters covered by this Declaration.
The Knowledge Persons have each confirmed to the Named Insured that they have conducted the reasonable inquiry described above and that the declarations and confirmations set forth in this Declaration are true and correct as of the Closing Date based on such inquiry.
CONFIDENTIAL — This Declaration and the information contained herein are confidential and are intended solely for the use of the Named Insured and the Insurer. This Declaration shall not be disclosed to any third party without the prior written consent of the Insurer, except as may be required by applicable law or regulation or as may be reasonably necessary in connection with the administration of the Policy.
No. | Name | Title | Affiliation
1. | Nathaniel Cross | Managing Partner & Co-Founder | Harrowgate Capital Partners LLC
2. | Rebecca Talmadge | Partner, Head of Consumer & Retail | Harrowgate Capital Partners LLC
3. | Jonah Whitfield | Principal, Deal Lead | Harrowgate Capital Partners LLC

NO-CLAIMS DECLARATION

RECITALS

SIGNATURE PAGE TO NO-CLAIMS DECLARATION

HARROWGATE PRIVATE EQUITY FUND IV LP

MERIDIAN SPECIALTY INSURANCE COMPANY

SCHEDULE A

KNOWLEDGE PERSONS

Record

Parties

Dates

Amounts