1003-00004 · Harrowgate Private Equity Fund IV LP · Transaction Documents

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DISCLOSURE SCHEDULES TO AGREEMENT AND PLAN OF MERGER

BUYER SCHEDULES

Delivered by

Harrowgate Private Equity Fund IV LP

and

Pinnacle Merger Sub, Inc.

Pursuant to the Agreement and Plan of Merger, dated as of April 7, 2025 (the "Agreement"), among Harrowgate Private Equity Fund IV LP, a Delaware limited partnership ("Parent"), Pinnacle Merger Sub, Inc., a Delaware corporation ("Merger Sub"), and Pennfield Holdings, Inc., a Delaware corporation (the "Company")

Date: April 7, 2025

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.

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INTRODUCTORY NOTES AND GENERAL DISCLAIMERS

Preamble and Basis of Disclosure

These Buyer Disclosure Schedules (the "Buyer Schedules") are delivered by Parent and Merger Sub (collectively, the "Buyer Parties") to the Company in connection with, and form a part of, the Agreement and Plan of Merger, dated as of April 7, 2025 (the "Agreement"), among Parent, Merger Sub, and the Company. The Buyer Schedules are being delivered concurrently with the execution and delivery of the Agreement and are intended to set forth the exceptions, qualifications, and other information called for by, or necessary or appropriate to qualify, the representations and warranties of Parent and Merger Sub set forth in the Agreement.

The Buyer Schedules are qualified in their entirety by reference to the specific provisions of the Agreement to which they relate. Without limiting the generality of the foregoing, all information set forth in these Buyer Schedules must be read in conjunction with, and is subject to, the terms, conditions, and provisions of the Agreement, including the definitions of terms contained therein. All section and schedule references herein correspond to sections of Article IV (Representations and Warranties of Parent and Merger Sub) of the Agreement, unless otherwise indicated.

General Qualifications and Limitations

The following general qualifications and limitations apply to all information set forth in these Buyer Schedules and should be considered in connection with any review of the Buyer Schedules:

1. No Admission of Materiality. The inclusion of any item, matter, or information in these Buyer Schedules shall not be deemed an admission by Parent or Merger Sub that such item, matter, or information is material, or that it constitutes or gives rise to a breach or violation of any representation, warranty, covenant, or agreement of Parent or Merger Sub contained in the Agreement. The listing of any item in these Buyer Schedules does not imply that such item meets or exceeds any materiality threshold set forth in the Agreement, and nothing herein should be construed as establishing a standard of materiality for purposes of interpreting the Agreement.

2. No Admission of Liability. The inclusion of any item, matter, or information in these Buyer Schedules shall not be deemed an admission of any liability or obligation of Parent or Merger Sub to any third party, nor shall it be construed as an admission against interest in any litigation, arbitration, or other proceeding involving Parent, Merger Sub, or any of their respective affiliates. Nothing in these Buyer Schedules constitutes or shall be deemed to constitute an admission by Parent or Merger Sub that any item, matter, or information disclosed herein constitutes a violation of any applicable law, rule, or regulation, or a breach of any contract to which Parent or Merger Sub is a party or by which it is bound.

3. Cross-Applicability of Disclosures. Matters disclosed in any particular schedule are deemed disclosed with respect to any other schedule to the extent the relevance of such disclosure to such other schedule is reasonably apparent on the face of such disclosure, notwithstanding the absence of a specific cross-reference thereto. Accordingly, each disclosure in these Buyer Schedules should be considered in relation to all representations and warranties in the Agreement, and the Buyer Parties shall not be deemed to have failed to disclose any item, matter, or information by reason of its inclusion in a particular schedule rather than any other schedule to which it may also be relevant.

4. Headings for Convenience Only. The headings in these Buyer Schedules are for convenience of reference only and shall not affect the meaning or interpretation of any provision of these Buyer Schedules or the Agreement.

5. Disclosure for Purposes of the Agreement Only. All information set forth herein is disclosed solely for the purposes of the Agreement and does not constitute an admission of any violation of law, breach of contract, or other matter. No disclosure made in these Buyer Schedules shall be deemed to enlarge or modify any representation, warranty, covenant, or agreement of Parent or Merger Sub set forth in the Agreement.

6. Inclusion of Additional Information. Certain items disclosed herein may not be required to be disclosed under the terms of the Agreement but are included for informational purposes only. The inclusion of any such additional information shall not be deemed to establish or modify any materiality standard, create any inference regarding the materiality of such information, or expand the scope of any representation or warranty contained in the Agreement. No disclosure of any item in these Buyer Schedules shall be deemed to constitute a representation or warranty of Parent or Merger Sub not otherwise made in Article IV of the Agreement.

7. No Waiver of Privilege. The disclosure of any item in these Buyer Schedules shall not be deemed a waiver of any attorney-client privilege, work-product doctrine, or other applicable privilege with respect to such item or any related matter.

SCHEDULE 4.1

Organization, Good Standing, and Qualification

The following information is disclosed with respect to the organization, good standing, and qualification of Parent and Merger Sub pursuant to Section 4.1 of the Agreement:

I. Parent — Harrowgate Private Equity Fund IV LP

Full Legal Name: Harrowgate Private Equity Fund IV LP

Entity Type: Limited partnership

Jurisdiction of Formation: State of Delaware

Formation Document: Certificate of Limited Partnership filed with the Secretary of State of the State of Delaware

Employer Identification Number (EIN): 87-2263148

Principal Office Address: 1200 Market Street, Suite 3100, Wilmington, Delaware 19801

General Partner: Harrowgate Capital Partners IV GP LLC, a Delaware limited liability company, serves as the sole general partner of Parent. Harrowgate Capital Partners IV GP LLC has its principal office at 1200 Market Street, Suite 3100, Wilmington, Delaware 19801.

Investment Manager: Harrowgate Capital Partners LLC ("HCP"), a Delaware limited liability company, serves as the investment manager of Parent. HCP has its principal office at 712 Fifth Avenue, 22nd Floor, New York, New York 10019.

Good Standing: Parent is in good standing in the State of Delaware as of the date hereof, as evidenced by a Certificate of Good Standing issued by the Secretary of State of the State of Delaware dated March 31, 2025.

Qualification to Do Business: Parent is qualified to do business in the State of Delaware. As of the date hereof, Parent is not qualified to do business in any other jurisdiction and has not been required to so qualify in any other jurisdiction. Parent's activities in connection with the transactions contemplated by the Agreement do not require Parent to qualify to do business in any jurisdiction other than the State of Delaware.

II. Merger Sub — Pinnacle Merger Sub, Inc.

Full Legal Name: Pinnacle Merger Sub, Inc.

Entity Type: Corporation

Jurisdiction of Incorporation: State of Delaware

Formation Document: Certificate of Incorporation filed with the Secretary of State of the State of Delaware on March 20, 2025

Employer Identification Number (EIN): 93-4081562

Registered Office Address: 1200 Market Street, Suite 3100, Wilmington, Delaware 19801

Registered Agent: National Corporate Services, Inc., 1200 Market Street, Suite 3100, Wilmington, Delaware 19801

Date of Incorporation: March 20, 2025. Merger Sub was newly formed for the sole purpose of effecting the transactions contemplated by the Agreement.

Good Standing: Merger Sub is in good standing in the State of Delaware as of the date hereof, as evidenced by a Certificate of Good Standing issued by the Secretary of State of the State of Delaware dated April 1, 2025.

Sole Incorporator: Jonah Whitfield, an individual and Managing Director of Harrowgate Capital Partners LLC, served as the sole incorporator of Merger Sub.

Sole Director: Jonah Whitfield serves as the sole member of the Board of Directors of Merger Sub.

Officers: Jonah Whitfield serves as President and Secretary of Merger Sub. No other officers have been appointed.

Business Activities: Since the date of its incorporation, Merger Sub has not conducted any business other than activities incidental to its formation and in connection with the transactions contemplated by the Agreement. Merger Sub has no assets or liabilities other than those incident to its formation and the execution, delivery, and performance of the Agreement and the consummation of the transactions contemplated thereby. Merger Sub has no employees and maintains no offices or facilities separate from those of Parent and its affiliates.

Qualification to Do Business: Merger Sub is not qualified to do business in any jurisdiction other than the State of Delaware. Given the nature and scope of Merger Sub's activities as of the date hereof, Merger Sub has not been required to qualify to do business in any jurisdiction other than the State of Delaware.

III. Subsidiaries. Neither Parent nor Merger Sub has any subsidiaries, other than Merger Sub being a direct, wholly owned subsidiary of Parent. As of the date hereof, neither Parent nor Merger Sub has any equity interest, directly or indirectly, in any corporation, partnership, limited liability company, joint venture, trust, or other entity, other than the ownership by Parent of all of the issued and outstanding capital stock of Merger Sub. Following the consummation of the Merger, the Company will become an indirect wholly owned subsidiary of Parent as the Surviving Corporation.

SCHEDULE 4.2

Authority; No Conflict; Required Filings and Consents

The following information is disclosed with respect to the authority, conflicts, and required filings and consents of Parent and Merger Sub pursuant to Section 4.2 of the Agreement:

Section 4.2(a) — Authority

Parent. The execution, delivery, and performance by Parent of the Agreement and each of the ancillary agreements to which Parent is or will become a party, and the consummation by Parent of the transactions contemplated thereby, have been duly authorized by all necessary limited partnership action on the part of Parent, including the approval and authorization by Harrowgate Capital Partners IV GP LLC, as the sole general partner of Parent, acting through its authorized representatives. No additional vote, consent, or approval of any partner of Parent (whether general or limited) is required under the limited partnership agreement of Parent, the organizational documents of Harrowgate Capital Partners IV GP LLC, or applicable law for the execution, delivery, and performance of the Agreement and the consummation of the transactions contemplated thereby. The investment committee of Harrowgate Capital Partners LLC, acting in its capacity as investment manager of Parent, approved the transactions contemplated by the Agreement on March 18, 2025.

Merger Sub. The execution, delivery, and performance by Merger Sub of the Agreement and each of the ancillary agreements to which Merger Sub is or will become a party, and the consummation by Merger Sub of the Merger and the other transactions contemplated thereby, have been duly authorized by all necessary corporate action on the part of Merger Sub, including: (i) the unanimous adoption of resolutions by the Board of Directors of Merger Sub (sole director: Jonah Whitfield) on April 7, 2025, approving the Agreement, the Merger, and the other transactions contemplated by the Agreement and declaring the same to be advisable and in the best interests of Merger Sub and its sole stockholder; and (ii) the adoption of the Agreement and approval of the Merger by written consent of Parent, as the sole stockholder of Merger Sub, executed on April 7, 2025, pursuant to Section 228 of the Delaware General Corporation Law (the "DGCL"). No other corporate proceedings on the part of Merger Sub are necessary to authorize the execution, delivery, and performance of the Agreement or the consummation of the transactions contemplated thereby.

Section 4.2(b) — No Conflict

Disclosure: None. The execution, delivery, and performance of the Agreement and the consummation of the transactions contemplated thereby by Parent and Merger Sub do not and will not:

(i) conflict with or violate any provision of the Certificate of Limited Partnership or Agreement of Limited Partnership of Parent, or the Certificate of Incorporation or Bylaws of Merger Sub;

(ii) conflict with or violate any law, statute, regulation, rule, order, writ, injunction, judgment, or decree of any governmental authority applicable to Parent or Merger Sub, or by which any of their respective properties or assets are bound; or

(iii) result in any breach of, or constitute a default (or an event which with notice or lapse of time, or both, would become a default) under, or give rise to any right of termination, cancellation, acceleration, or modification of, or result in the creation of any lien or encumbrance upon any of the properties or assets of Parent or Merger Sub pursuant to, any note, bond, mortgage, indenture, credit agreement, contract, agreement, lease, license, permit, franchise, or other instrument or obligation to which Parent or Merger Sub is a party or by which any of their respective properties or assets are bound,

except, in the case of clauses (ii) and (iii), as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect (as defined in the Agreement).

Section 4.2(c) — Required Filings and Consents

The following governmental filings and consents are required to be made or obtained by Parent and Merger Sub in connection with the execution, delivery, and performance of the Agreement and the consummation of the transactions contemplated thereby:

1. Hart-Scott-Rodino Antitrust Improvements Act Filing.

Filing of a Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the rules and regulations promulgated thereunder by the Federal Trade Commission (the "FTC"), with the FTC and the Antitrust Division of the United States Department of Justice (the "DOJ"). Parent intends to file its HSR notification on or about April 8, 2025. The applicable filing fee for this transaction is $280,000, based on the 2025 fee tier for transactions with an aggregate value between $500,000,000 and $1,000,000,000. The waiting period under the HSR Act is thirty (30) calendar days following the filing of the notification (or such shorter period as may result from early termination of the waiting period), unless extended by a request for additional information and documentary material (a "Second Request").

2. Delaware Certificate of Merger.

Filing of a Certificate of Merger with the Secretary of State of the State of Delaware pursuant to Section 251 of the DGCL. Such filing will be made at or promptly following the Closing.

3. Securities Exchange Act Filings.

Such filings as may be required under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations of the Securities and Exchange Commission (the "SEC") promulgated thereunder, including:

(a) A Schedule 13E-3 (Rule 13e-3 Transaction Statement relating to a going-private transaction), to be filed jointly by the Company and Parent with the SEC in accordance with Rule 13e-3 under the Exchange Act, together with any amendments or supplements thereto as may be required;

(b) Such filings as may be required under Section 16 of the Exchange Act and the rules and regulations promulgated thereunder, as applicable to officers, directors, and beneficial owners of more than ten percent (10%) of the outstanding shares of Company common stock; and

(c) Any Current Reports on Form 8-K or other filings that may be required in connection with the announcement and consummation of the transactions contemplated by the Agreement.

4. State Securities Filings.

Such filings as may be required under applicable state securities or "blue sky" laws in connection with the transactions contemplated by the Agreement, including any required notices to state securities commissions or administrators.

5. Non-U.S. Regulatory Filings.

No non-U.S. merger control, antitrust, competition, foreign investment, or other regulatory filings or approvals are required to be made or obtained by Parent or Merger Sub in connection with the transactions contemplated by the Agreement. The Company has no foreign operations or assets that would trigger any non-U.S. regulatory filing obligation on the part of Parent or Merger Sub.

6. Other Consents.

No other governmental or third-party consents, approvals, orders, authorizations, registrations, declarations, or filings are required to be obtained or made by Parent or Merger Sub in connection with the execution, delivery, and performance of the Agreement and the consummation of the transactions contemplated thereby, other than those set forth above and any consents, approvals, or filings the failure of which to obtain or make would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.

SCHEDULE 4.3

Capitalization of Merger Sub

The following information is disclosed with respect to the capitalization of Merger Sub pursuant to Section 4.3 of the Agreement:

Authorized Capital Stock. The authorized capital stock of Pinnacle Merger Sub, Inc. consists of 1,000 shares of common stock, par value $0.01 per share.

Issued and Outstanding Shares. As of the date hereof, there are 100 shares of common stock of Merger Sub issued and outstanding. All 100 outstanding shares are held of record and beneficially by Harrowgate Private Equity Fund IV LP, as the sole stockholder of Merger Sub.

Validity of Outstanding Shares. All outstanding shares of common stock of Merger Sub have been validly issued, are fully paid and nonassessable, and were issued in compliance with all applicable federal and state securities laws and the organizational documents of Merger Sub. No shares of common stock of Merger Sub were issued in violation of any preemptive rights, rights of first refusal, or similar rights.

No Outstanding Options, Warrants, or Convertible Securities. There are no outstanding options, warrants, calls, rights, convertible securities, stock appreciation rights, phantom equity awards, restricted stock units, performance units, or other securities or rights convertible into, exercisable for, or exchangeable for shares of capital stock or any other equity interests of Merger Sub. There are no outstanding or authorized stock appreciation rights, phantom stock, profit participation rights, or similar rights or interests with respect to Merger Sub.

No Repurchase Obligations. There are no outstanding contractual obligations of Merger Sub to repurchase, redeem, or otherwise acquire any shares of capital stock or other equity interests of Merger Sub, and no such obligations have been authorized by the Board of Directors or the sole stockholder of Merger Sub.

No Voting Agreements or Other Arrangements. There are no voting trusts, stockholder agreements, registration rights agreements, proxies (whether revocable or irrevocable), or other agreements or understandings in effect with respect to the voting, transfer, sale, disposition, or registration of any capital stock or other equity interests of Merger Sub, other than the Agreement and the organizational documents of Merger Sub.

No Bonds, Debentures, or Debt Securities. Merger Sub has not issued or agreed to issue any bonds, debentures, notes, or other debt securities or instruments, whether or not convertible into or exchangeable for shares of capital stock or other equity interests of Merger Sub.

SCHEDULE 4.4

Financing

The following information is disclosed with respect to the financing of the transactions contemplated by the Agreement pursuant to Section 4.4 of the Agreement:

Section 4.4(a) — Debt Financing Commitments

Parent has obtained a committed debt financing package as set forth in the Debt Commitment Letter described below:

Debt Commitment Letter. Debt Commitment Letter dated March 24, 2025, among Harrowgate Private Equity Fund IV LP ("Parent"), Falconer National Bank, N.A. ("Falconer"), and Dunmore Capital Markets LLC ("Dunmore"), providing for committed debt financing in the aggregate amount of $640,000,000 (the "Debt Financing"), on the terms and subject to the conditions set forth therein. The principal terms of the Debt Commitment Letter are as follows:

Lead Arranger, Administrative Agent, and L/C Issuer: Falconer National Bank, N.A.

Contact: Gregory Poole, Managing Director, Leveraged Finance

Address: 383 Madison Avenue, New York, New York 10179

Telephone: (212) 555-0194

Email: gpoole@falconerbank.com

Co-Arranger and Joint Bookrunner: Dunmore Capital Markets LLC

Contact: Samantha Reeves, Managing Director, Debt Capital Markets

Address: 500 West Monroe Street, 35th Floor, Chicago, Illinois 60661

Telephone: (312) 555-0827

Email: sreeves@dunmorecm.com

Facilities Committed:

The Senior Secured Revolving Credit Facility is expected to be undrawn at Closing and will be available for working capital and general corporate purposes of the Surviving Corporation and its subsidiaries following the Closing.

Status of Debt Commitment Letter. The Debt Commitment Letter has not been amended, modified, supplemented, or waived in any respect as of the date hereof. No financing commitment party thereunder (including Falconer and Dunmore, and any of their respective affiliates) has notified Parent, in writing or otherwise, of any intention to terminate, not fund, reduce, or otherwise fail to perform any of its obligations under the Debt Commitment Letter, and, to the knowledge of Parent, no event has occurred that, with or without notice or lapse of time, or both, would constitute a default or breach on the part of any financing commitment party under the Debt Commitment Letter.

Conditions to Funding. The Debt Commitment Letter is subject to customary conditions precedent to funding, including, without limitation: (a) the execution and delivery of definitive documentation for the Senior Secured Credit Facilities in a form consistent with the terms set forth in the Debt Commitment Letter and the related term sheet; (b) the satisfaction or waiver of the conditions to Closing set forth in Article VI of the Agreement (other than those conditions that by their nature are to be satisfied at the Closing, which conditions shall be capable of being satisfied at the Closing); (c) the accuracy of specified representations and warranties of the Company in the Agreement (subject to the materiality standards set forth in the Debt Commitment Letter); (d) the absence of a Company Material Adverse Effect since the date of the Agreement; and (e) a marketing period of fifteen (15) business days following the date of the Agreement during which time the Debt Financing Sources shall have the opportunity to syndicate the Senior Secured Term Loan B Facility (the "Marketing Period").

Fee Letter. A Fee Letter dated March 24, 2025, has been entered into among Parent, Falconer, and Dunmore in connection with the Debt Commitment Letter, setting forth certain arrangement fees, upfront fees, commitment fees, and other fees payable by Parent and/or the Surviving Corporation to the Debt Financing Sources. A copy of the Fee Letter (redacted as to fee amounts and certain economic terms) has been separately provided to the Company. The Fee Letter does not contain any conditions to funding that are not otherwise set forth in, or contemplated by, the Debt Commitment Letter, and does not adversely affect the conditionality of the Debt Financing in any material respect.

Section 4.4(b) — Equity Financing Commitments

Parent has obtained committed equity financing as set forth in the Equity Commitment Letter and related agreements described below:

Equity Commitment Letter. Equity Commitment Letter dated March 27, 2025 (the "Equity Commitment Letter"), pursuant to which Harrowgate Private Equity Fund IV LP has committed to contribute (or cause to be contributed) equity financing in an aggregate amount of $340,000,000 (the "Equity Financing") to Merger Sub (or one or more intermediate entities designated by Parent) at or prior to the Closing, to fund a portion of the Merger Consideration and related transaction fees, costs, and expenses, subject to the terms and conditions of the Equity Commitment Letter and the satisfaction or waiver of the conditions to Closing set forth in the Agreement.

The $340,000,000 equity commitment consists of the following components:

(a) HPE Fund IV Net Equity Contribution: $258,500,000 to be contributed from the capital commitments of Harrowgate Private Equity Fund IV LP (net of amounts to be contributed by co-investors and management rollover participants as described below). This amount will be funded from uncalled capital commitments of the limited partners of HPE Fund IV, drawn in accordance with the terms of the HPE Fund IV limited partnership agreement.

HPE Fund IV total fund size: $4,800,000,000 (vintage year: 2023). As of the date hereof, approximately $3,100,000,000 of the total fund commitments remain available and uncalled. Harrowgate Capital Partners LLC ("HCP") manages firm-wide assets under management of approximately $14,200,000,000 across four flagship private equity funds and associated co-investment vehicles.

(b) Co-Investor Equity Contribution: $60,000,000 to be contributed by Ashford Growth Partners LP, a Delaware limited partnership ("Ashford"), pursuant to a Co-Investment Agreement dated March 27, 2025 (the "Co-Investment Agreement"), between Parent and Ashford.

Contact: David Nakamura, Partner

Address: 150 North Riverside Plaza, Suite 2200, Chicago, Illinois 60606

Telephone: (312) 555-0413

Email: dnakamura@ashfordgrowth.com

The Co-Investment Agreement provides that Ashford will contribute $60,000,000 in cash to Merger Sub (or one or more intermediate entities designated by Parent) at or prior to the Closing, in exchange for equity interests in the post-Closing entity structure. The obligation of Ashford to fund is subject to the satisfaction or waiver of the conditions to Closing set forth in the Agreement and other customary conditions set forth in the Co-Investment Agreement.

(c) Management Rollover Equity: $21,500,000 in aggregate management rollover equity to be contributed by the following members of the Company's management team pursuant to a Rollover Agreement dated April 7, 2025 (the "Rollover Agreement"), among Parent, Merger Sub, and the individuals listed below:

Pursuant to the Rollover Agreement, each of the management rollover participants has agreed to contribute (or cause to be contributed) shares of Company common stock having a value (based on the Per Share Merger Consideration) equal to his or her respective Rollover Amount to Merger Sub (or one or more intermediate holding entities designated by Parent) in exchange for equity interests in the post-Closing entity structure. The obligation of each rollover participant to contribute is subject to the substantially simultaneous consummation of the Merger and the satisfaction or waiver of the conditions to Closing set forth in the Agreement and other customary conditions set forth in the Rollover Agreement.

Status of Equity Commitment Letter. The Equity Commitment Letter has not been amended, modified, supplemented, or waived in any respect as of the date hereof. No event has occurred that, with or without notice or lapse of time, or both, would constitute a default or breach on the part of Parent or any other party under the Equity Commitment Letter, the Co-Investment Agreement, or the Rollover Agreement.

Section 4.4(c) — Sufficiency of Funds

Based upon the Debt Commitment Letter, the Equity Commitment Letter, the Co-Investment Agreement, and the Rollover Agreement, and assuming the satisfaction of the conditions to funding set forth therein and the satisfaction or waiver of the conditions to Closing set forth in the Agreement, at the Closing, Parent and Merger Sub will have available sufficient funds to (a) pay the aggregate Merger Consideration of $980,000,000 (reflecting a per share price of $47.00 per share of Company common stock), (b) repay or refinance any outstanding indebtedness of the Company required to be repaid or refinanced at the Closing, (c) pay all fees, costs, and expenses required to be paid by Parent and Merger Sub in connection with the transactions contemplated by the Agreement, and (d) satisfy all other payment obligations of Parent and Merger Sub under the Agreement.

The following is a summary of the anticipated sources and uses of funds in connection with the transactions contemplated by the Agreement:

Sources of Funds:

Uses of Funds:

Note: The estimated transaction fees, costs, and expenses of approximately $51,500,000 include debt financing fees, legal and advisory fees of Parent and the Company, R&W insurance premiums, HSR filing fees, transfer taxes, and other customary closing costs. Actual amounts may vary. The Senior Secured Revolving Credit Facility ($150,000,000) is expected to be undrawn at Closing and is therefore not reflected in the Sources table above.

SCHEDULE 4.5

Litigation and Proceedings

The following information is disclosed with respect to litigation and proceedings pursuant to Section 4.5 of the Agreement:

As of the date hereof, there are no actions, suits, proceedings, claims, arbitrations, mediations, investigations, or other proceedings of any nature (whether civil, criminal, administrative, regulatory, or investigative) pending or, to the knowledge of Parent or Merger Sub, threatened in writing against or affecting Parent or Merger Sub (or any of their respective officers, directors, managers, partners, or employees, in their capacities as such) before any court, arbitrator, mediator, tribunal, or governmental authority that:

(i) challenge or seek to prevent, enjoin, alter, or materially delay the consummation of any of the transactions contemplated by the Agreement, including the Merger; or

(ii) would, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.

Neither Parent nor Merger Sub is subject to any outstanding judgment, order, injunction, ruling, writ, stipulation, determination, award, or decree of any court, arbitrator, tribunal, or governmental authority (each, an "Order") that would:

(i) prevent or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by the Agreement, including the Merger; or

(ii) otherwise have, individually or in the aggregate, a Parent Material Adverse Effect.

To the knowledge of Parent and Merger Sub, no governmental authority has indicated an intention to commence any investigation, inquiry, or proceeding with respect to the transactions contemplated by the Agreement, other than the customary review process by the FTC and the DOJ in connection with the HSR Act filing described in Schedule 4.2(c).

SCHEDULE 4.6

Brokers and Finders

The following information is disclosed with respect to brokers and finders pursuant to Section 4.6 of the Agreement:

The following broker, investment banker, and financial advisor has been retained by or on behalf of Parent in connection with the transactions contemplated by the Agreement, and fees or commissions are or may become payable in connection therewith:

Ridgepoint Partners LLC 200 Greenwich Street, 38th Floor New York, New York 10007

Senior Managing Director: Marcus Hale Director: Priya Chandrasekaran

Telephone: (212) 555-0631

Email: mhale@ridgepointpartners.com

Ridgepoint Partners LLC has been engaged as financial advisor to Parent in connection with the evaluation, negotiation, and execution of the transactions contemplated by the Agreement. Pursuant to the terms of a letter agreement between Parent and Ridgepoint Partners LLC dated February 3, 2025, an advisory fee is payable by Parent to Ridgepoint Partners LLC upon the Closing of the Merger. Such advisory fee, together with any transaction or success fee, reimbursement of expenses, and other amounts payable to Ridgepoint Partners LLC, is the sole responsibility of Parent and will not constitute an obligation of the Company or the Surviving Corporation following the Closing. No portion of such fees shall be deducted from the Merger Consideration payable to stockholders of the Company.

Other than Ridgepoint Partners LLC, no other broker, finder, investment banker, financial advisor, or other person is entitled to any brokerage, finder's, advisory, success, transaction, or other fee or commission from Parent, Merger Sub, or any of their respective affiliates in connection with the transactions contemplated by the Agreement based upon any arrangement or agreement made by or on behalf of Parent or Merger Sub.

SCHEDULE 4.7

Ownership of Company Shares

The following information is disclosed with respect to the ownership of Company shares by Parent and Merger Sub pursuant to Section 4.7 of the Agreement:

As of the date hereof, neither Parent, Merger Sub, nor any of their respective affiliates or associates (as such terms are defined under Sections 3(a)(9) and 12(b)(2) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder) beneficially owns (as defined in Rule 13d-3 under the Exchange Act) any shares of common stock, par value $0.01 per share, of the Company (the "Company Common Stock").

Neither Parent, Merger Sub, nor any of their respective affiliates or associates has any right to acquire, or any option, warrant, convertible instrument, or other security, right, or obligation that is exercisable for or convertible into, any shares of Company Common Stock, other than the right to acquire shares of Company Common Stock pursuant to the Merger as contemplated by the Agreement.

None of the principals of Harrowgate Capital Partners LLC — namely, Nathaniel Cross, Rebecca Talmadge, or Jonah Whitfield — beneficially owns, directly or indirectly, any shares of Company Common Stock, and none of such persons has entered into any agreement, arrangement, or understanding (whether written or oral) with respect to the acquisition, voting, or disposition of any shares of Company Common Stock.

None of the portfolio companies or other investment vehicles controlled by Harrowgate Capital Partners LLC or any of its affiliated funds holds any shares of Company Common Stock or any securities convertible into or exercisable for shares of Company Common Stock.

Neither Parent, Merger Sub, nor any of their respective affiliates or associates has, during the twelve (12) months preceding the date hereof, purchased, sold, or otherwise transferred any shares of Company Common Stock or any securities convertible into, exercisable for, or exchangeable for shares of Company Common Stock.

SCHEDULE 4.8

No Other Representations or Warranties

The following information is disclosed pursuant to Section 4.8 of the Agreement:

Except for the representations and warranties expressly set forth in Article IV of the Agreement (as qualified by these Buyer Schedules), neither Parent nor Merger Sub makes, and neither Parent nor Merger Sub shall be deemed to have made, any representation or warranty, express or implied, at law or in equity, with respect to Parent, Merger Sub, or any of their respective affiliates or representatives, or any of their respective businesses, operations, assets, liabilities, financial condition, results of operations, future revenues, projections, estimates, plans, or prospects, and any such other representations or warranties are hereby expressly disclaimed.

Without limiting the generality of the foregoing, neither Parent nor Merger Sub makes any representation or warranty to the Company with respect to (a) any projections, estimates, budgets, forecasts, or similar financial or operational information that may have been made available to the Company or its representatives in connection with the transactions contemplated by the Agreement, (b) any information, documents, or materials made available by Parent, Merger Sub, or any of their respective affiliates or representatives in any data room, management presentation, due diligence session, or in any other form in connection with the negotiation and execution of the Agreement and the transactions contemplated thereby, except to the extent expressly covered by a representation or warranty in Article IV of the Agreement, or (c) the future performance of Parent, Merger Sub, or the Surviving Corporation following the Closing.

The Company acknowledges and agrees that it has conducted its own independent investigation, review, and analysis of the matters disclosed herein and the transactions contemplated by the Agreement, and that, except for the representations and warranties expressly set forth in Article IV of the Agreement, neither the Company nor any of its affiliates or representatives has relied upon any representation or warranty of Parent, Merger Sub, or any of their respective affiliates or representatives.

SCHEDULE 4.9

Guarantee

The following information is disclosed with respect to the Limited Guarantee pursuant to Section 4.9 of the Agreement:

Limited Guarantee. In connection with the execution and delivery of the Agreement, Harrowgate Private Equity Fund IV LP has executed and delivered a Limited Guarantee, dated as of April 7, 2025 (the "Limited Guarantee"), in favor of Pennfield Holdings, Inc. (the "Company"), guaranteeing the payment obligations of Merger Sub under the Agreement up to the Maximum Guaranteed Amount (as defined below), subject to the terms, conditions, limitations, and qualifications set forth in the Limited Guarantee.

Guarantor: Harrowgate Private Equity Fund IV LP

Beneficiary: Pennfield Holdings, Inc.

Guaranteed Obligations: The payment obligations of Merger Sub under Section 7.3(b) of the Agreement (the reverse termination fee and any associated expense reimbursement or other payment obligations), in each case subject to the terms, conditions, and limitations set forth in the Limited Guarantee.

Maximum Guaranteed Amount: $58,800,000, which represents 6.0% of the aggregate Merger Consideration of $980,000,000. The liability of the Guarantor under the Limited Guarantee shall in no event exceed the Maximum Guaranteed Amount, together with enforcement costs as expressly provided therein.

Key Terms and Conditions: The Limited Guarantee is subject to the following material terms and conditions, among others:

(a) The obligations of the Guarantor under the Limited Guarantee are conditioned upon the valid termination of the Agreement in circumstances giving rise to a payment obligation of Merger Sub under Section 7.3(b) of the Agreement.

(b) The Limited Guarantee shall terminate upon the earliest to occur of (i) the Closing, (ii) the valid termination of the Agreement in circumstances not giving rise to any payment obligation under Section 7.3(b), (iii) the payment in full by Merger Sub of all amounts payable under Section 7.3(b), or (iv) the payment in full by the Guarantor of the Maximum Guaranteed Amount.

(c) The Company's recourse against the Guarantor under the Limited Guarantee is limited to the Maximum Guaranteed Amount and constitutes the sole and exclusive remedy of the Company against the Guarantor and its affiliates (other than Merger Sub) with respect to any and all losses, damages, or claims arising out of or relating to the Agreement, the Limited Guarantee, or the transactions contemplated thereby.

(d) The Limited Guarantee is not assignable by the Guarantor without the prior written consent of the Company.

A copy of the executed Limited Guarantee has been delivered to the Company concurrently with the execution and delivery of the Agreement.

SCHEDULE 4.10

R&W Insurance

The following information is disclosed with respect to representations and warranty insurance pursuant to Section 4.10 of the Agreement:

Representations and Warranty Insurance Policy. In connection with the transactions contemplated by the Agreement, Parent has obtained a buyer-side representations and warranty insurance policy (the "R&W Policy"), which was bound on March 28, 2025. The material terms of the R&W Policy are as follows:

Insurer: Meridian Specialty Insurance Company One Constitution Plaza, 18th Floor Hartford, Connecticut 06103

Meridian Specialty Insurance Company is a Connecticut-domiciled property and casualty insurer, licensed and in good standing in the State of Connecticut and all other jurisdictions in which it is required to be licensed in connection with the issuance of the R&W Policy.

Policy Limit: $100,000,000 in the aggregate.

Retention: $9,800,000, which represents 1.0% of the aggregate Merger Consideration of $980,000,000. The retention is to be borne by the Named Insured (as defined below) prior to any recovery under the R&W Policy.

Named Insured: Harrowgate Private Equity Fund IV LP (and its successors and assigns, including the Surviving Corporation and its subsidiaries following the Closing).

Coverage Period: The R&W Policy provides coverage for breaches of the Company's representations and warranties set forth in Article III of the Agreement, subject to the terms, conditions, exclusions, and limitations set forth in the R&W Policy. The policy period is three (3) years from the Closing Date, except with respect to fundamental representations and tax representations, which have a policy period of six (6) years from the Closing Date.

Broker:

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

Contact: James Fielding, Senior Vice President Telephone: (617) 555-0248

Email: jfielding@lockwoodrisk.com

Underwriting Counsel:

Winslow & Crane LLP 101 Federal Street, Suite 2600 Boston, Massachusetts 02110

Contact: Andrea Shelby, Partner Telephone: (617) 555-0392

Email: ashelby@winslowcrane.com

DISCLOSURE SCHEDULES TO AGREEMENT AND PLAN OF MERGER
BUYER SCHEDULES
Delivered by
Harrowgate Private Equity Fund IV LP
and
Pinnacle Merger Sub, Inc.
Pursuant to the Agreement and Plan of Merger, dated as of April 7, 2025 (the "Agreement"), among Harrowgate Private Equity Fund IV LP, a Delaware limited partnership ("Parent"), Pinnacle Merger Sub, Inc., a Delaware corporation ("Merger Sub"), and Pennfield Holdings, Inc., a Delaware corporation (the "Company")
Date: April 7, 2025
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.
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INTRODUCTORY NOTES AND GENERAL DISCLAIMERS
Preamble and Basis of Disclosure
These Buyer Disclosure Schedules (the "Buyer Schedules") are delivered by Parent and Merger Sub (collectively, the "Buyer Parties") to the Company in connection with, and form a part of, the Agreement and Plan of Merger, dated as of April 7, 2025 (the "Agreement"), among Parent, Merger Sub, and the Company. The Buyer Schedules are being delivered concurrently with the execution and delivery of the Agreement and are intended to set forth the exceptions, qualifications, and other information called for by, or necessary or appropriate to qualify, the representations and warranties of Parent and Merger Sub set forth in the Agreement.
The Buyer Schedules are qualified in their entirety by reference to the specific provisions of the Agreement to which they relate. Without limiting the generality of the foregoing, all information set forth in these Buyer Schedules must be read in conjunction with, and is subject to, the terms, conditions, and provisions of the Agreement, including the definitions of terms contained therein. All section and schedule references herein correspond to sections of Article IV (Representations and Warranties of Parent and Merger Sub) of the Agreement, unless otherwise indicated.
General Qualifications and Limitations
The following general qualifications and limitations apply to all information set forth in these Buyer Schedules and should be considered in connection with any review of the Buyer Schedules:
1.  No Admission of Materiality. The inclusion of any item, matter, or information in these Buyer Schedules shall not be deemed an admission by Parent or Merger Sub that such item, matter, or information is material, or that it constitutes or gives rise to a breach or violation of any representation, warranty, covenant, or agreement of Parent or Merger Sub contained in the Agreement. The listing of any item in these Buyer Schedules does not imply that such item meets or exceeds any materiality threshold set forth in the Agreement, and nothing herein should be construed as establishing a standard of materiality for purposes of interpreting the Agreement.
2.  No Admission of Liability. The inclusion of any item, matter, or information in these Buyer Schedules shall not be deemed an admission of any liability or obligation of Parent or Merger Sub to any third party, nor shall it be construed as an admission against interest in any litigation, arbitration, or other proceeding involving Parent, Merger Sub, or any of their respective affiliates. Nothing in these Buyer Schedules constitutes or shall be deemed to constitute an admission by Parent or Merger Sub that any item, matter, or information disclosed herein constitutes a violation of any applicable law, rule, or regulation, or a breach of any contract to which Parent or Merger Sub is a party or by which it is bound.
3.  Cross-Applicability of Disclosures. Matters disclosed in any particular schedule are deemed disclosed with respect to any other schedule to the extent the relevance of such disclosure to such other schedule is reasonably apparent on the face of such disclosure, notwithstanding the absence of a specific cross-reference thereto. Accordingly, each disclosure in these Buyer Schedules should be considered in relation to all representations and warranties in the Agreement, and the Buyer Parties shall not be deemed to have failed to disclose any item, matter, or information by reason of its inclusion in a particular schedule rather than any other schedule to which it may also be relevant.
4.  Headings for Convenience Only. The headings in these Buyer Schedules are for convenience of reference only and shall not affect the meaning or interpretation of any provision of these Buyer Schedules or the Agreement.
5.  Disclosure for Purposes of the Agreement Only. All information set forth herein is disclosed solely for the purposes of the Agreement and does not constitute an admission of any violation of law, breach of contract, or other matter. No disclosure made in these Buyer Schedules shall be deemed to enlarge or modify any representation, warranty, covenant, or agreement of Parent or Merger Sub set forth in the Agreement.
6.  Inclusion of Additional Information. Certain items disclosed herein may not be required to be disclosed under the terms of the Agreement but are included for informational purposes only. The inclusion of any such additional information shall not be deemed to establish or modify any materiality standard, create any inference regarding the materiality of such information, or expand the scope of any representation or warranty contained in the Agreement. No disclosure of any item in these Buyer Schedules shall be deemed to constitute a representation or warranty of Parent or Merger Sub not otherwise made in Article IV of the Agreement.
7.  No Waiver of Privilege. The disclosure of any item in these Buyer Schedules shall not be deemed a waiver of any attorney-client privilege, work-product doctrine, or other applicable privilege with respect to such item or any related matter.
SCHEDULE 4.1
Organization, Good Standing, and Qualification
The following information is disclosed with respect to the organization, good standing, and qualification of Parent and Merger Sub pursuant to Section 4.1 of the Agreement:
I. Parent — Harrowgate Private Equity Fund IV LP
Full Legal Name: Harrowgate Private Equity Fund IV LP
Entity Type: Limited partnership
Jurisdiction of Formation: State of Delaware
Formation Document: Certificate of Limited Partnership filed with the Secretary of State of the State of Delaware
Employer Identification Number (EIN): 87-2263148
Principal Office Address: 1200 Market Street, Suite 3100, Wilmington, Delaware 19801
General Partner: Harrowgate Capital Partners IV GP LLC, a Delaware limited liability company, serves as the sole general partner of Parent. Harrowgate Capital Partners IV GP LLC has its principal office at 1200 Market Street, Suite 3100, Wilmington, Delaware 19801.
Investment Manager: Harrowgate Capital Partners LLC ("HCP"), a Delaware limited liability company, serves as the investment manager of Parent. HCP has its principal office at 712 Fifth Avenue, 22nd Floor, New York, New York 10019.
Good Standing: Parent is in good standing in the State of Delaware as of the date hereof, as evidenced by a Certificate of Good Standing issued by the Secretary of State of the State of Delaware dated March 31, 2025.
Qualification to Do Business: Parent is qualified to do business in the State of Delaware. As of the date hereof, Parent is not qualified to do business in any other jurisdiction and has not been required to so qualify in any other jurisdiction. Parent's activities in connection with the transactions contemplated by the Agreement do not require Parent to qualify to do business in any jurisdiction other than the State of Delaware.
II. Merger Sub — Pinnacle Merger Sub, Inc.
Full Legal Name: Pinnacle Merger Sub, Inc.
Entity Type: Corporation
Jurisdiction of Incorporation: State of Delaware
Formation Document: Certificate of Incorporation filed with the Secretary of State of the State of Delaware on March 20, 2025
Employer Identification Number (EIN): 93-4081562
Registered Office Address: 1200 Market Street, Suite 3100, Wilmington, Delaware 19801
Registered Agent: National Corporate Services, Inc., 1200 Market Street, Suite 3100, Wilmington, Delaware 19801
Date of Incorporation: March 20, 2025. Merger Sub was newly formed for the sole purpose of effecting the transactions contemplated by the Agreement.
Good Standing: Merger Sub is in good standing in the State of Delaware as of the date hereof, as evidenced by a Certificate of Good Standing issued by the Secretary of State of the State of Delaware dated April 1, 2025.
Sole Incorporator: Jonah Whitfield, an individual and Managing Director of Harrowgate Capital Partners LLC, served as the sole incorporator of Merger Sub.
Sole Director: Jonah Whitfield serves as the sole member of the Board of Directors of Merger Sub.
Officers: Jonah Whitfield serves as President and Secretary of Merger Sub. No other officers have been appointed.
Business Activities: Since the date of its incorporation, Merger Sub has not conducted any business other than activities incidental to its formation and in connection with the transactions contemplated by the Agreement. Merger Sub has no assets or liabilities other than those incident to its formation and the execution, delivery, and performance of the Agreement and the consummation of the transactions contemplated thereby. Merger Sub has no employees and maintains no offices or facilities separate from those of Parent and its affiliates.
Qualification to Do Business: Merger Sub is not qualified to do business in any jurisdiction other than the State of Delaware. Given the nature and scope of Merger Sub's activities as of the date hereof, Merger Sub has not been required to qualify to do business in any jurisdiction other than the State of Delaware.
III. Subsidiaries.  Neither Parent nor Merger Sub has any subsidiaries, other than Merger Sub being a direct, wholly owned subsidiary of Parent. As of the date hereof, neither Parent nor Merger Sub has any equity interest, directly or indirectly, in any corporation, partnership, limited liability company, joint venture, trust, or other entity, other than the ownership by Parent of all of the issued and outstanding capital stock of Merger Sub. Following the consummation of the Merger, the Company will become an indirect wholly owned subsidiary of Parent as the Surviving Corporation.
SCHEDULE 4.2
Authority; No Conflict; Required Filings and Consents
The following information is disclosed with respect to the authority, conflicts, and required filings and consents of Parent and Merger Sub pursuant to Section 4.2 of the Agreement:
Section 4.2(a) — Authority
Parent. The execution, delivery, and performance by Parent of the Agreement and each of the ancillary agreements to which Parent is or will become a party, and the consummation by Parent of the transactions contemplated thereby, have been duly authorized by all necessary limited partnership action on the part of Parent, including the approval and authorization by Harrowgate Capital Partners IV GP LLC, as the sole general partner of Parent, acting through its authorized representatives. No additional vote, consent, or approval of any partner of Parent (whether general or limited) is required under the limited partnership agreement of Parent, the organizational documents of Harrowgate Capital Partners IV GP LLC, or applicable law for the execution, delivery, and performance of the Agreement and the consummation of the transactions contemplated thereby. The investment committee of Harrowgate Capital Partners LLC, acting in its capacity as investment manager of Parent, approved the transactions contemplated by the Agreement on March 18, 2025.
Merger Sub. The execution, delivery, and performance by Merger Sub of the Agreement and each of the ancillary agreements to which Merger Sub is or will become a party, and the consummation by Merger Sub of the Merger and the other transactions contemplated thereby, have been duly authorized by all necessary corporate action on the part of Merger Sub, including: (i) the unanimous adoption of resolutions by the Board of Directors of Merger Sub (sole director: Jonah Whitfield) on April 7, 2025, approving the Agreement, the Merger, and the other transactions contemplated by the Agreement and declaring the same to be advisable and in the best interests of Merger Sub and its sole stockholder; and (ii) the adoption of the Agreement and approval of the Merger by written consent of Parent, as the sole stockholder of Merger Sub, executed on April 7, 2025, pursuant to Section 228 of the Delaware General Corporation Law (the "DGCL"). No other corporate proceedings on the part of Merger Sub are necessary to authorize the execution, delivery, and performance of the Agreement or the consummation of the transactions contemplated thereby.
Section 4.2(b) — No Conflict
Disclosure: None. The execution, delivery, and performance of the Agreement and the consummation of the transactions contemplated thereby by Parent and Merger Sub do not and will not:
(i) conflict with or violate any provision of the Certificate of Limited Partnership or Agreement of Limited Partnership of Parent, or the Certificate of Incorporation or Bylaws of Merger Sub;
(ii) conflict with or violate any law, statute, regulation, rule, order, writ, injunction, judgment, or decree of any governmental authority applicable to Parent or Merger Sub, or by which any of their respective properties or assets are bound; or
(iii) result in any breach of, or constitute a default (or an event which with notice or lapse of time, or both, would become a default) under, or give rise to any right of termination, cancellation, acceleration, or modification of, or result in the creation of any lien or encumbrance upon any of the properties or assets of Parent or Merger Sub pursuant to, any note, bond, mortgage, indenture, credit agreement, contract, agreement, lease, license, permit, franchise, or other instrument or obligation to which Parent or Merger Sub is a party or by which any of their respective properties or assets are bound,
except, in the case of clauses (ii) and (iii), as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect (as defined in the Agreement).
Section 4.2(c) — Required Filings and Consents
The following governmental filings and consents are required to be made or obtained by Parent and Merger Sub in connection with the execution, delivery, and performance of the Agreement and the consummation of the transactions contemplated thereby:
1. Hart-Scott-Rodino Antitrust Improvements Act Filing.
Filing of a Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the rules and regulations promulgated thereunder by the Federal Trade Commission (the "FTC"), with the FTC and the Antitrust Division of the United States Department of Justice (the "DOJ"). Parent intends to file its HSR notification on or about April 8, 2025. The applicable filing fee for this transaction is $280,000, based on the 2025 fee tier for transactions with an aggregate value between $500,000,000 and $1,000,000,000. The waiting period under the HSR Act is thirty (30) calendar days following the filing of the notification (or such shorter period as may result from early termination of the waiting period), unless extended by a request for additional information and documentary material (a "Second Request").
2. Delaware Certificate of Merger.
Filing of a Certificate of Merger with the Secretary of State of the State of Delaware pursuant to Section 251 of the DGCL. Such filing will be made at or promptly following the Closing.
3. Securities Exchange Act Filings.
Such filings as may be required under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations of the Securities and Exchange Commission (the "SEC") promulgated thereunder, including:
(a) A Schedule 13E-3 (Rule 13e-3 Transaction Statement relating to a going-private transaction), to be filed jointly by the Company and Parent with the SEC in accordance with Rule 13e-3 under the Exchange Act, together with any amendments or supplements thereto as may be required;
(b) Such filings as may be required under Section 16 of the Exchange Act and the rules and regulations promulgated thereunder, as applicable to officers, directors, and beneficial owners of more than ten percent (10%) of the outstanding shares of Company common stock; and
(c) Any Current Reports on Form 8-K or other filings that may be required in connection with the announcement and consummation of the transactions contemplated by the Agreement.
4. State Securities Filings.
Such filings as may be required under applicable state securities or "blue sky" laws in connection with the transactions contemplated by the Agreement, including any required notices to state securities commissions or administrators.
5. Non-U.S. Regulatory Filings.
No non-U.S. merger control, antitrust, competition, foreign investment, or other regulatory filings or approvals are required to be made or obtained by Parent or Merger Sub in connection with the transactions contemplated by the Agreement. The Company has no foreign operations or assets that would trigger any non-U.S. regulatory filing obligation on the part of Parent or Merger Sub.
6. Other Consents.
No other governmental or third-party consents, approvals, orders, authorizations, registrations, declarations, or filings are required to be obtained or made by Parent or Merger Sub in connection with the execution, delivery, and performance of the Agreement and the consummation of the transactions contemplated thereby, other than those set forth above and any consents, approvals, or filings the failure of which to obtain or make would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.
SCHEDULE 4.3
Capitalization of Merger Sub
The following information is disclosed with respect to the capitalization of Merger Sub pursuant to Section 4.3 of the Agreement:
Authorized Capital Stock. The authorized capital stock of Pinnacle Merger Sub, Inc. consists of 1,000 shares of common stock, par value $0.01 per share.
Issued and Outstanding Shares. As of the date hereof, there are 100 shares of common stock of Merger Sub issued and outstanding. All 100 outstanding shares are held of record and beneficially by Harrowgate Private Equity Fund IV LP, as the sole stockholder of Merger Sub.
Validity of Outstanding Shares. All outstanding shares of common stock of Merger Sub have been validly issued, are fully paid and nonassessable, and were issued in compliance with all applicable federal and state securities laws and the organizational documents of Merger Sub. No shares of common stock of Merger Sub were issued in violation of any preemptive rights, rights of first refusal, or similar rights.
No Outstanding Options, Warrants, or Convertible Securities. There are no outstanding options, warrants, calls, rights, convertible securities, stock appreciation rights, phantom equity awards, restricted stock units, performance units, or other securities or rights convertible into, exercisable for, or exchangeable for shares of capital stock or any other equity interests of Merger Sub. There are no outstanding or authorized stock appreciation rights, phantom stock, profit participation rights, or similar rights or interests with respect to Merger Sub.
No Repurchase Obligations. There are no outstanding contractual obligations of Merger Sub to repurchase, redeem, or otherwise acquire any shares of capital stock or other equity interests of Merger Sub, and no such obligations have been authorized by the Board of Directors or the sole stockholder of Merger Sub.
No Voting Agreements or Other Arrangements. There are no voting trusts, stockholder agreements, registration rights agreements, proxies (whether revocable or irrevocable), or other agreements or understandings in effect with respect to the voting, transfer, sale, disposition, or registration of any capital stock or other equity interests of Merger Sub, other than the Agreement and the organizational documents of Merger Sub.
No Bonds, Debentures, or Debt Securities. Merger Sub has not issued or agreed to issue any bonds, debentures, notes, or other debt securities or instruments, whether or not convertible into or exchangeable for shares of capital stock or other equity interests of Merger Sub.
SCHEDULE 4.4
Financing
The following information is disclosed with respect to the financing of the transactions contemplated by the Agreement pursuant to Section 4.4 of the Agreement:
Section 4.4(a) — Debt Financing Commitments
Parent has obtained a committed debt financing package as set forth in the Debt Commitment Letter described below:
Debt Commitment Letter. Debt Commitment Letter dated March 24, 2025, among Harrowgate Private Equity Fund IV LP ("Parent"), Falconer National Bank, N.A. ("Falconer"), and Dunmore Capital Markets LLC ("Dunmore"), providing for committed debt financing in the aggregate amount of $640,000,000 (the "Debt Financing"), on the terms and subject to the conditions set forth therein. The principal terms of the Debt Commitment Letter are as follows:
Lead Arranger, Administrative Agent, and L/C Issuer: Falconer National Bank, N.A.
Contact: Gregory Poole, Managing Director, Leveraged Finance
Address: 383 Madison Avenue, New York, New York 10179
Telephone: (212) 555-0194
Email: gpoole@falconerbank.com
Co-Arranger and Joint Bookrunner: Dunmore Capital Markets LLC
Contact: Samantha Reeves, Managing Director, Debt Capital Markets
Address: 500 West Monroe Street, 35th Floor, Chicago, Illinois 60661
Telephone: (312) 555-0827
Email: sreeves@dunmorecm.com
Facilities Committed:
The Senior Secured Revolving Credit Facility is expected to be undrawn at Closing and will be available for working capital and general corporate purposes of the Surviving Corporation and its subsidiaries following the Closing.
Status of Debt Commitment Letter. The Debt Commitment Letter has not been amended, modified, supplemented, or waived in any respect as of the date hereof. No financing commitment party thereunder (including Falconer and Dunmore, and any of their respective affiliates) has notified Parent, in writing or otherwise, of any intention to terminate, not fund, reduce, or otherwise fail to perform any of its obligations under the Debt Commitment Letter, and, to the knowledge of Parent, no event has occurred that, with or without notice or lapse of time, or both, would constitute a default or breach on the part of any financing commitment party under the Debt Commitment Letter.
Conditions to Funding. The Debt Commitment Letter is subject to customary conditions precedent to funding, including, without limitation: (a) the execution and delivery of definitive documentation for the Senior Secured Credit Facilities in a form consistent with the terms set forth in the Debt Commitment Letter and the related term sheet; (b) the satisfaction or waiver of the conditions to Closing set forth in Article VI of the Agreement (other than those conditions that by their nature are to be satisfied at the Closing, which conditions shall be capable of being satisfied at the Closing); (c) the accuracy of specified representations and warranties of the Company in the Agreement (subject to the materiality standards set forth in the Debt Commitment Letter); (d) the absence of a Company Material Adverse Effect since the date of the Agreement; and (e) a marketing period of fifteen (15) business days following the date of the Agreement during which time the Debt Financing Sources shall have the opportunity to syndicate the Senior Secured Term Loan B Facility (the "Marketing Period").
Fee Letter. A Fee Letter dated March 24, 2025, has been entered into among Parent, Falconer, and Dunmore in connection with the Debt Commitment Letter, setting forth certain arrangement fees, upfront fees, commitment fees, and other fees payable by Parent and/or the Surviving Corporation to the Debt Financing Sources. A copy of the Fee Letter (redacted as to fee amounts and certain economic terms) has been separately provided to the Company. The Fee Letter does not contain any conditions to funding that are not otherwise set forth in, or contemplated by, the Debt Commitment Letter, and does not adversely affect the conditionality of the Debt Financing in any material respect.
Section 4.4(b) — Equity Financing Commitments
Parent has obtained committed equity financing as set forth in the Equity Commitment Letter and related agreements described below:
Equity Commitment Letter. Equity Commitment Letter dated March 27, 2025 (the "Equity Commitment Letter"), pursuant to which Harrowgate Private Equity Fund IV LP has committed to contribute (or cause to be contributed) equity financing in an aggregate amount of $340,000,000 (the "Equity Financing") to Merger Sub (or one or more intermediate entities designated by Parent) at or prior to the Closing, to fund a portion of the Merger Consideration and related transaction fees, costs, and expenses, subject to the terms and conditions of the Equity Commitment Letter and the satisfaction or waiver of the conditions to Closing set forth in the Agreement.
The $340,000,000 equity commitment consists of the following components:
(a) HPE Fund IV Net Equity Contribution: $258,500,000 to be contributed from the capital commitments of Harrowgate Private Equity Fund IV LP (net of amounts to be contributed by co-investors and management rollover participants as described below). This amount will be funded from uncalled capital commitments of the limited partners of HPE Fund IV, drawn in accordance with the terms of the HPE Fund IV limited partnership agreement.
HPE Fund IV total fund size: $4,800,000,000 (vintage year: 2023). As of the date hereof, approximately $3,100,000,000 of the total fund commitments remain available and uncalled. Harrowgate Capital Partners LLC ("HCP") manages firm-wide assets under management of approximately $14,200,000,000 across four flagship private equity funds and associated co-investment vehicles.
(b) Co-Investor Equity Contribution: $60,000,000 to be contributed by Ashford Growth Partners LP, a Delaware limited partnership ("Ashford"), pursuant to a Co-Investment Agreement dated March 27, 2025 (the "Co-Investment Agreement"), between Parent and Ashford.
Contact: David Nakamura, Partner
Address: 150 North Riverside Plaza, Suite 2200, Chicago, Illinois 60606
Telephone: (312) 555-0413
Email: dnakamura@ashfordgrowth.com
The Co-Investment Agreement provides that Ashford will contribute $60,000,000 in cash to Merger Sub (or one or more intermediate entities designated by Parent) at or prior to the Closing, in exchange for equity interests in the post-Closing entity structure. The obligation of Ashford to fund is subject to the satisfaction or waiver of the conditions to Closing set forth in the Agreement and other customary conditions set forth in the Co-Investment Agreement.
(c) Management Rollover Equity: $21,500,000 in aggregate management rollover equity to be contributed by the following members of the Company's management team pursuant to a Rollover Agreement dated April 7, 2025 (the "Rollover Agreement"), among Parent, Merger Sub, and the individuals listed below:
Pursuant to the Rollover Agreement, each of the management rollover participants has agreed to contribute (or cause to be contributed) shares of Company common stock having a value (based on the Per Share Merger Consideration) equal to his or her respective Rollover Amount to Merger Sub (or one or more intermediate holding entities designated by Parent) in exchange for equity interests in the post-Closing entity structure. The obligation of each rollover participant to contribute is subject to the substantially simultaneous consummation of the Merger and the satisfaction or waiver of the conditions to Closing set forth in the Agreement and other customary conditions set forth in the Rollover Agreement.
Status of Equity Commitment Letter. The Equity Commitment Letter has not been amended, modified, supplemented, or waived in any respect as of the date hereof. No event has occurred that, with or without notice or lapse of time, or both, would constitute a default or breach on the part of Parent or any other party under the Equity Commitment Letter, the Co-Investment Agreement, or the Rollover Agreement.
Section 4.4(c) — Sufficiency of Funds
Based upon the Debt Commitment Letter, the Equity Commitment Letter, the Co-Investment Agreement, and the Rollover Agreement, and assuming the satisfaction of the conditions to funding set forth therein and the satisfaction or waiver of the conditions to Closing set forth in the Agreement, at the Closing, Parent and Merger Sub will have available sufficient funds to (a) pay the aggregate Merger Consideration of $980,000,000 (reflecting a per share price of $47.00 per share of Company common stock), (b) repay or refinance any outstanding indebtedness of the Company required to be repaid or refinanced at the Closing, (c) pay all fees, costs, and expenses required to be paid by Parent and Merger Sub in connection with the transactions contemplated by the Agreement, and (d) satisfy all other payment obligations of Parent and Merger Sub under the Agreement.
The following is a summary of the anticipated sources and uses of funds in connection with the transactions contemplated by the Agreement:
Sources of Funds:
Uses of Funds:
Note: The estimated transaction fees, costs, and expenses of approximately $51,500,000 include debt financing fees, legal and advisory fees of Parent and the Company, R&W insurance premiums, HSR filing fees, transfer taxes, and other customary closing costs. Actual amounts may vary. The Senior Secured Revolving Credit Facility ($150,000,000) is expected to be undrawn at Closing and is therefore not reflected in the Sources table above.
SCHEDULE 4.5
Litigation and Proceedings
The following information is disclosed with respect to litigation and proceedings pursuant to Section 4.5 of the Agreement:
As of the date hereof, there are no actions, suits, proceedings, claims, arbitrations, mediations, investigations, or other proceedings of any nature (whether civil, criminal, administrative, regulatory, or investigative) pending or, to the knowledge of Parent or Merger Sub, threatened in writing against or affecting Parent or Merger Sub (or any of their respective officers, directors, managers, partners, or employees, in their capacities as such) before any court, arbitrator, mediator, tribunal, or governmental authority that:
(i) challenge or seek to prevent, enjoin, alter, or materially delay the consummation of any of the transactions contemplated by the Agreement, including the Merger; or
(ii) would, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.
Neither Parent nor Merger Sub is subject to any outstanding judgment, order, injunction, ruling, writ, stipulation, determination, award, or decree of any court, arbitrator, tribunal, or governmental authority (each, an "Order") that would:
(i) prevent or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by the Agreement, including the Merger; or
(ii) otherwise have, individually or in the aggregate, a Parent Material Adverse Effect.
To the knowledge of Parent and Merger Sub, no governmental authority has indicated an intention to commence any investigation, inquiry, or proceeding with respect to the transactions contemplated by the Agreement, other than the customary review process by the FTC and the DOJ in connection with the HSR Act filing described in Schedule 4.2(c).
SCHEDULE 4.6
Brokers and Finders
The following information is disclosed with respect to brokers and finders pursuant to Section 4.6 of the Agreement:
The following broker, investment banker, and financial advisor has been retained by or on behalf of Parent in connection with the transactions contemplated by the Agreement, and fees or commissions are or may become payable in connection therewith:
Ridgepoint Partners LLC 200 Greenwich Street, 38th Floor New York, New York 10007
Senior Managing Director: Marcus Hale Director: Priya Chandrasekaran
Telephone: (212) 555-0631
Email: mhale@ridgepointpartners.com
Ridgepoint Partners LLC has been engaged as financial advisor to Parent in connection with the evaluation, negotiation, and execution of the transactions contemplated by the Agreement. Pursuant to the terms of a letter agreement between Parent and Ridgepoint Partners LLC dated February 3, 2025, an advisory fee is payable by Parent to Ridgepoint Partners LLC upon the Closing of the Merger. Such advisory fee, together with any transaction or success fee, reimbursement of expenses, and other amounts payable to Ridgepoint Partners LLC, is the sole responsibility of Parent and will not constitute an obligation of the Company or the Surviving Corporation following the Closing. No portion of such fees shall be deducted from the Merger Consideration payable to stockholders of the Company.
Other than Ridgepoint Partners LLC, no other broker, finder, investment banker, financial advisor, or other person is entitled to any brokerage, finder's, advisory, success, transaction, or other fee or commission from Parent, Merger Sub, or any of their respective affiliates in connection with the transactions contemplated by the Agreement based upon any arrangement or agreement made by or on behalf of Parent or Merger Sub.
SCHEDULE 4.7
Ownership of Company Shares
The following information is disclosed with respect to the ownership of Company shares by Parent and Merger Sub pursuant to Section 4.7 of the Agreement:
As of the date hereof, neither Parent, Merger Sub, nor any of their respective affiliates or associates (as such terms are defined under Sections 3(a)(9) and 12(b)(2) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder) beneficially owns (as defined in Rule 13d-3 under the Exchange Act) any shares of common stock, par value $0.01 per share, of the Company (the "Company Common Stock").
Neither Parent, Merger Sub, nor any of their respective affiliates or associates has any right to acquire, or any option, warrant, convertible instrument, or other security, right, or obligation that is exercisable for or convertible into, any shares of Company Common Stock, other than the right to acquire shares of Company Common Stock pursuant to the Merger as contemplated by the Agreement.
None of the principals of Harrowgate Capital Partners LLC — namely, Nathaniel Cross, Rebecca Talmadge, or Jonah Whitfield — beneficially owns, directly or indirectly, any shares of Company Common Stock, and none of such persons has entered into any agreement, arrangement, or understanding (whether written or oral) with respect to the acquisition, voting, or disposition of any shares of Company Common Stock.
None of the portfolio companies or other investment vehicles controlled by Harrowgate Capital Partners LLC or any of its affiliated funds holds any shares of Company Common Stock or any securities convertible into or exercisable for shares of Company Common Stock.
Neither Parent, Merger Sub, nor any of their respective affiliates or associates has, during the twelve (12) months preceding the date hereof, purchased, sold, or otherwise transferred any shares of Company Common Stock or any securities convertible into, exercisable for, or exchangeable for shares of Company Common Stock.
SCHEDULE 4.8
No Other Representations or Warranties
The following information is disclosed pursuant to Section 4.8 of the Agreement:
Except for the representations and warranties expressly set forth in Article IV of the Agreement (as qualified by these Buyer Schedules), neither Parent nor Merger Sub makes, and neither Parent nor Merger Sub shall be deemed to have made, any representation or warranty, express or implied, at law or in equity, with respect to Parent, Merger Sub, or any of their respective affiliates or representatives, or any of their respective businesses, operations, assets, liabilities, financial condition, results of operations, future revenues, projections, estimates, plans, or prospects, and any such other representations or warranties are hereby expressly disclaimed.
Without limiting the generality of the foregoing, neither Parent nor Merger Sub makes any representation or warranty to the Company with respect to (a) any projections, estimates, budgets, forecasts, or similar financial or operational information that may have been made available to the Company or its representatives in connection with the transactions contemplated by the Agreement, (b) any information, documents, or materials made available by Parent, Merger Sub, or any of their respective affiliates or representatives in any data room, management presentation, due diligence session, or in any other form in connection with the negotiation and execution of the Agreement and the transactions contemplated thereby, except to the extent expressly covered by a representation or warranty in Article IV of the Agreement, or (c) the future performance of Parent, Merger Sub, or the Surviving Corporation following the Closing.
The Company acknowledges and agrees that it has conducted its own independent investigation, review, and analysis of the matters disclosed herein and the transactions contemplated by the Agreement, and that, except for the representations and warranties expressly set forth in Article IV of the Agreement, neither the Company nor any of its affiliates or representatives has relied upon any representation or warranty of Parent, Merger Sub, or any of their respective affiliates or representatives.
SCHEDULE 4.9
Guarantee
The following information is disclosed with respect to the Limited Guarantee pursuant to Section 4.9 of the Agreement:
Limited Guarantee. In connection with the execution and delivery of the Agreement, Harrowgate Private Equity Fund IV LP has executed and delivered a Limited Guarantee, dated as of April 7, 2025 (the "Limited Guarantee"), in favor of Pennfield Holdings, Inc. (the "Company"), guaranteeing the payment obligations of Merger Sub under the Agreement up to the Maximum Guaranteed Amount (as defined below), subject to the terms, conditions, limitations, and qualifications set forth in the Limited Guarantee.
Guarantor: Harrowgate Private Equity Fund IV LP
Beneficiary: Pennfield Holdings, Inc.
Guaranteed Obligations: The payment obligations of Merger Sub under Section 7.3(b) of the Agreement (the reverse termination fee and any associated expense reimbursement or other payment obligations), in each case subject to the terms, conditions, and limitations set forth in the Limited Guarantee.
Maximum Guaranteed Amount: $58,800,000, which represents 6.0% of the aggregate Merger Consideration of $980,000,000. The liability of the Guarantor under the Limited Guarantee shall in no event exceed the Maximum Guaranteed Amount, together with enforcement costs as expressly provided therein.
Key Terms and Conditions: The Limited Guarantee is subject to the following material terms and conditions, among others:
(a) The obligations of the Guarantor under the Limited Guarantee are conditioned upon the valid termination of the Agreement in circumstances giving rise to a payment obligation of Merger Sub under Section 7.3(b) of the Agreement.
(b) The Limited Guarantee shall terminate upon the earliest to occur of (i) the Closing, (ii) the valid termination of the Agreement in circumstances not giving rise to any payment obligation under Section 7.3(b), (iii) the payment in full by Merger Sub of all amounts payable under Section 7.3(b), or (iv) the payment in full by the Guarantor of the Maximum Guaranteed Amount.
(c) The Company's recourse against the Guarantor under the Limited Guarantee is limited to the Maximum Guaranteed Amount and constitutes the sole and exclusive remedy of the Company against the Guarantor and its affiliates (other than Merger Sub) with respect to any and all losses, damages, or claims arising out of or relating to the Agreement, the Limited Guarantee, or the transactions contemplated thereby.
(d) The Limited Guarantee is not assignable by the Guarantor without the prior written consent of the Company.
A copy of the executed Limited Guarantee has been delivered to the Company concurrently with the execution and delivery of the Agreement.
SCHEDULE 4.10
R&W Insurance
The following information is disclosed with respect to representations and warranty insurance pursuant to Section 4.10 of the Agreement:
Representations and Warranty Insurance Policy. In connection with the transactions contemplated by the Agreement, Parent has obtained a buyer-side representations and warranty insurance policy (the "R&W Policy"), which was bound on March 28, 2025. The material terms of the R&W Policy are as follows:
Insurer: Meridian Specialty Insurance Company One Constitution Plaza, 18th Floor Hartford, Connecticut 06103
Meridian Specialty Insurance Company is a Connecticut-domiciled property and casualty insurer, licensed and in good standing in the State of Connecticut and all other jurisdictions in which it is required to be licensed in connection with the issuance of the R&W Policy.
Policy Limit: $100,000,000 in the aggregate.
Retention: $9,800,000, which represents 1.0% of the aggregate Merger Consideration of $980,000,000. The retention is to be borne by the Named Insured (as defined below) prior to any recovery under the R&W Policy.
Named Insured: Harrowgate Private Equity Fund IV LP (and its successors and assigns, including the Surviving Corporation and its subsidiaries following the Closing).
Coverage Period: The R&W Policy provides coverage for breaches of the Company's representations and warranties set forth in Article III of the Agreement, subject to the terms, conditions, exclusions, and limitations set forth in the R&W Policy. The policy period is three (3) years from the Closing Date, except with respect to fundamental representations and tax representations, which have a policy period of six (6) years from the Closing Date.
Broker:
Lockwood Risk Advisors LLC 125 High Street, Suite 900 Boston, Massachusetts 02110
Contact: James Fielding, Senior Vice President Telephone: (617) 555-0248
Email: jfielding@lockwoodrisk.com
Underwriting Counsel:
Winslow & Crane LLP 101 Federal Street, Suite 2600 Boston, Massachusetts 02110
Contact: Andrea Shelby, Partner Telephone: (617) 555-0392
Email: ashelby@winslowcrane.com
Status. The R&W Policy has been obtained and bound as of March 28, 2025. A copy of the binder for the R&W Policy has been made available to the Company and its counsel. The full policy will be issued at or prior to the Closing.
Relationship to Agreement Provisions. The R&W Policy does not limit, modify, or otherwise affect the Company's obligations under Article III (Representations and Warranties of the Company) of the Agreement or the indemnification obligations of the parties set forth in Article VIII of the Agreement, except as expressly provided therein. The existence of the R&W Policy does not expand the scope or extend the survival period of any representation or warranty of the Company beyond the terms expressly set forth in the Agreement.
Indemnification Cap Under the Agreement. As referenced in Section 8.4 of the Agreement, the aggregate indemnification cap applicable to the Company's indemnification obligations under Article VIII (Indemnification) of the Agreement is $117,600,000, representing 12.0% of the aggregate Merger Consideration of $980,000,000. The R&W Policy is intended to provide the Named Insured with additional protection in respect of losses arising from breaches of the Company's representations and warranties, and recovery under the R&W Policy is not subject to the indemnification cap under the Agreement.
SCHEDULE 4.11
Solvency
The following information is disclosed with respect to the solvency of the Buyer Parties and the Surviving Corporation pursuant to Section 4.11 of the Agreement:
Disclosure: None.
After giving effect to the Merger and the financing transactions contemplated by the Agreement, the Debt Commitment Letter, the Equity Commitment Letter, the Co-Investment Agreement, and the Rollover Agreement (collectively, the "Financing Transactions"), Parent and the Surviving Corporation (on a consolidated basis with its subsidiaries) will be Solvent (as such term is defined in Section 4.11 of the Agreement).
Without limiting the foregoing, based on financial projections and analyses prepared by Parent and its advisors, and taking into account the anticipated debt service obligations under the Senior Secured Credit Facilities, the working capital needs of the Surviving Corporation, and the anticipated operating performance of the business of the Company, Parent reasonably believes that, as of the Closing Date and after giving effect to the Merger and the Financing Transactions: (a) the fair saleable value of the assets of the Surviving Corporation and its subsidiaries, taken as a whole, will exceed the total amount of their liabilities (including contingent and unliquidated liabilities); (b) the Surviving Corporation and its subsidiaries, taken as a whole, will be able to pay their debts and obligations in the ordinary course of business as they become due; and (c) the Surviving Corporation and its subsidiaries, taken as a whole, will have adequate capital to carry on their businesses as presently conducted.
EXHIBIT A
List of Ancillary Agreements Referenced in Buyer Schedules
The following is a list of the ancillary agreements, instruments, and documents referenced in these Buyer Schedules. Copies of each such agreement have been provided or made available to the Company and its counsel in connection with the execution and delivery of the Agreement, except as otherwise indicated:
1.  Debt Commitment Letter dated March 24, 2025, among Harrowgate Private Equity Fund IV LP, Falconer National Bank, N.A., and Dunmore Capital Markets LLC.
2.  Fee Letter dated March 24, 2025, among Harrowgate Private Equity Fund IV LP, Falconer National Bank, N.A., and Dunmore Capital Markets LLC. (Provided to the Company in redacted form, with fee amounts and certain economic terms redacted.)
3.  Equity Commitment Letter dated March 27, 2025, issued by Harrowgate Private Equity Fund IV LP.
4.  Co-Investment Agreement dated March 27, 2025, between Harrowgate Private Equity Fund IV LP and Ashford Growth Partners LP.
5.  Rollover Agreement dated April 7, 2025, among Harrowgate Private Equity Fund IV LP, Pinnacle Merger Sub, Inc., and Catherine Langford, Derek Simmons, and Maxwell Dunn.
6.  Limited Guarantee dated April 7, 2025, delivered by Harrowgate Private Equity Fund IV LP in favor of Pennfield Holdings, Inc.
7.  R&W Insurance Policy Binder dated March 28, 2025, issued by Meridian Specialty Insurance Company, naming Harrowgate Private Equity Fund IV LP as Named Insured.
8.  Voting and Support Agreement dated April 7, 2025, among Harrowgate Private Equity Fund IV LP, Pinnacle Merger Sub, Inc., and Catherine Langford, Derek Simmons, and Maxwell Dunn.
9.  Escrow Agreement dated April 7, 2025, among Pennfield Holdings, Inc., Harrowgate Private Equity Fund IV LP, and Grandview Trust Company, N.A., as escrow agent.
10.  Certificate of Incorporation of Pinnacle Merger Sub, Inc., filed with the Secretary of State of the State of Delaware on March 20, 2025.
11.  Bylaws of Pinnacle Merger Sub, Inc., adopted on March 20, 2025.
12.  Board Resolutions of Pinnacle Merger Sub, Inc. authorizing the execution, delivery, and performance of the Agreement and the consummation of the Merger, adopted on April 7, 2025.
13.  Written Consent of Sole Stockholder of Pinnacle Merger Sub, Inc. (Harrowgate Private Equity Fund IV LP) approving the Agreement and the Merger, executed on April 7, 2025.
SIGNATURE PAGE TO BUYER DISCLOSURE SCHEDULES
IN WITNESS WHEREOF, each of the undersigned has caused these Buyer Disclosure Schedules to be duly executed and delivered as of April 7, 2025.
HARROWGATE PRIVATE EQUITY FUND IV LP
By: Harrowgate Capital Partners IV GP LLC,
its General Partner
By: ________
Name: Nathaniel Cross
Title: Managing Partner
Date: April 7, 2025
PINNACLE MERGER SUB, INC.
By: ________
Name: Jonah Whitfield
Title: Sole Director and President
Date: April 7, 2025
Facility | Commitment Amount | Maturity | Interest Rate
Senior Secured Term Loan B Facility | $490,000,000 | 7 years from Closing | SOFR + 400 basis points
Senior Secured Revolving Credit Facility | $150,000,000 | 5 years from Closing | SOFR + 350 basis points
Name | Title | Rollover Amount
Catherine Langford | Chief Executive Officer | $12,500,000
Derek Simmons | Chief Financial Officer | $5,000,000
Maxwell Dunn | Chief Operating Officer | $4,000,000
Total | $21,500,000
Source | Amount
Senior Secured Term Loan B Facility (Falconer / Dunmore) | $490,000,000
HPE Fund IV Net Equity Contribution | $258,500,000
Ashford Growth Partners LP Co-Investment | $60,000,000
Management Rollover Equity (Langford, Simmons, Dunn) | $21,500,000
Pennfield Holdings, Inc. — Cash on Balance Sheet (estimated) | $90,000,000
Total Sources | $920,000,000
Use | Amount
Aggregate Merger Consideration (equity value) | $980,000,000
Less: Management Rollover Equity (non-cash) | ($21,500,000)
Less: Pennfield Cash on Balance Sheet (utilized) | ($90,000,000)
Plus: Estimated Transaction Fees, Costs, and Expenses | $51,500,000
Total Uses | $920,000,000