ESCROW AGREEMENT

ESCROW AGREEMENT
TERMINATION FEE ESCROW
dated as of
April 7, 2025
among
PENNFIELD HOLDINGS, INC. a Delaware corporation ("Company")
HARROWGATE PRIVATE EQUITY FUND IV LP a Delaware limited partnership ("Parent")
and
GRANDVIEW TRUST COMPANY, N.A. a national banking association ("Escrow Agent")
________________________________________
In connection with the Agreement and Plan of Merger, dated as of April 7, 2025, among the Company, Parent, and Pinnacle Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub")
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ESCROW AGREEMENT
This ESCROW AGREEMENT (this "Agreement") is made and entered into as of April 7, 2025, by and among Pennfield Holdings, Inc., a Delaware corporation (the "Company"), Harrowgate Private Equity Fund IV LP, a Delaware limited partnership ("Parent"), and Grandview Trust Company, N.A., a national banking association, as escrow agent (the "Escrow Agent").
RECITALS
WHEREAS, the Company, Parent, and Pinnacle Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), have entered into that certain Agreement and Plan of Merger, dated as of April 7, 2025 (as it may be amended, supplemented, or otherwise modified from time to time, the "Merger Agreement"), pursuant to which, among other things, Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the "Merger"), for aggregate merger consideration of Nine Hundred Eighty Million Dollars ($980,000,000) (representing Fifteen Dollars and Ninety-Five Cents ($15.95) per share of the Company's common stock on a fully diluted basis, based on 61,450,000 shares outstanding on a fully diluted basis);
WHEREAS, the Merger Agreement provides that, in certain circumstances more fully described therein, the Company shall be obligated to pay to Parent a termination fee in the amount of Thirty-Four Million Three Hundred Thousand Dollars ($34,300,000) (the "Termination Fee"), which amount is equal to three and one-half percent (3.5%) of the aggregate merger consideration of Nine Hundred Eighty Million Dollars ($980,000,000);
WHEREAS, the Merger Agreement requires the Company to deposit an amount equal to the Termination Fee into an escrow account to secure the Company's payment obligation to Parent upon termination of the Merger Agreement under the circumstances specified therein;
WHEREAS, the parties hereto desire to establish an escrow account with Grandview Trust Company, N.A. and to set forth the terms and conditions governing the deposit, holding, investment, and release of the escrowed funds in connection with the Merger Agreement; and
WHEREAS, Grandview Trust Company, N.A. has agreed to serve as Escrow Agent and to hold, invest, and disburse the Escrow Property (as defined below) upon the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I — DEFINITIONS
Section 1.1 — Defined Terms
As used in this Agreement, the following terms shall have the following meanings:
"Authorized Representative" means, with respect to each party, those individuals designated in Section 2.4 hereof (or any replacement designated in accordance with Section 2.4) who are authorized to give or receive notices, instructions, and directions to or from the Escrow Agent on behalf of such party.
"Business Day" means any day other than a Saturday, Sunday, or any other day on which banking institutions in New York, New York or Boston, Massachusetts are authorized or obligated by law or executive order to close.
"Company" means Pennfield Holdings, Inc., a Delaware corporation, with headquarters at 4500 Commerce Boulevard, Suite 800, Charlotte, NC 28202.
"Dispute Notice" has the meaning set forth in Section 3.1(c).
"Escrow Account" means the segregated, interest-bearing escrow account established by the Escrow Agent at Grandview Trust Company, N.A. pursuant to Section 2.1 hereof.
"Escrow Agent" means Grandview Trust Company, N.A., a national banking association, with its principal office at 225 Franklin Street, 14th Floor, Boston, MA 02110, and any successor escrow agent appointed in accordance with Section 5.6 hereof.
"Escrow Amount" means Thirty-Four Million Three Hundred Thousand Dollars ($34,300,000) in immediately available funds, together with any interest or earnings thereon accrued from and after the date of deposit.
"Escrow Property" means, collectively, the Escrow Amount plus all investment earnings, interest, income, and proceeds thereon held in the Escrow Account from time to time, including any proceeds of investments and reinvestments thereof.
"Joint Written Instructions" means written instructions executed and delivered by an Authorized Representative of both the Company and Parent, delivered to the Escrow Agent in accordance with Section 7.1 hereof.
"Merger" has the meaning set forth in the Recitals.
"Merger Agreement" means the Agreement and Plan of Merger, dated as of April 7, 2025, among the Company, Parent, and Pinnacle Merger Sub, Inc., as it may be amended, supplemented, or otherwise modified from time to time in accordance with its terms.
"Merger Sub" means Pinnacle Merger Sub, Inc., a Delaware corporation, EIN 93-4081562, a wholly owned subsidiary of Parent, with its registered office at 1200 Market Street, Suite 3100, Wilmington, DE 19801.
"Outside Date" means September 30, 2025, as such term is defined in, and subject to extension in accordance with, the Merger Agreement.
"Parent" means Harrowgate Private Equity Fund IV LP, a Delaware limited partnership, with its principal office at 1200 Market Street, Suite 3100, Wilmington, DE 19801.
"Permitted Investments" means (a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or any agency or instrumentality thereof whose obligations are backed by the full faith and credit of the United States of America), in each case having maturities of not more than ninety (90) days from the date of acquisition; (b) money market funds investing primarily in obligations described in clause (a) above, including funds for which the Escrow Agent or any of its affiliates serves as investment manager, administrator, shareholder servicing agent, or custodian; and (c) such other investments as may be mutually agreed upon in Joint Written Instructions.
"Termination Fee" means Thirty-Four Million Three Hundred Thousand Dollars ($34,300,000), as defined in the Merger Agreement, which amount is equal to three and one-half percent (3.5%) of the aggregate merger consideration of Nine Hundred Eighty Million Dollars ($980,000,000).
Section 1.2 — Merger Agreement Definitions
Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement. Without limiting the generality of the foregoing, the terms "Superior Proposal," "Company Board Recommendation Change," "Termination," "Effective Time," and "Company Stockholder Approval" shall have the meanings ascribed to such terms in the Merger Agreement. Notwithstanding the foregoing, the Escrow Agent shall have no duty or obligation to review, interpret, or apply the provisions of the Merger Agreement, and no definition incorporated by reference from the Merger Agreement shall impose any duty or obligation upon the Escrow Agent.
Section 1.3 — Construction
Unless the context of this Agreement otherwise requires: (a) words of any gender include each other gender; (b) words using the singular or plural number also include the plural or singular number, respectively; (c) references to "hereof," "herein," "hereby," and "hereunder" refer to this Agreement as a whole; (d) references to any Section, Article, Exhibit, or Schedule refer to such Section, Article, Exhibit, or Schedule of this Agreement unless otherwise specified; (e) the words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation"; and (f) the headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
ARTICLE II — ESTABLISHMENT OF ESCROW
Section 2.1 — Deposit of Escrow Amount
(a) On or before the date hereof, the Company shall deposit, or cause to be deposited, the sum of Thirty-Four Million Three Hundred Thousand Dollars ($34,300,000) in immediately available funds (the "Escrow Amount") by wire transfer to the Escrow Account established by the Escrow Agent at Grandview Trust Company, N.A. in accordance with the wire transfer instructions set forth in Exhibit A attached hereto.
(b) The Escrow Agent shall promptly confirm receipt of the Escrow Amount in writing (which may be by electronic mail) to both the Company and Parent within one (1) Business Day following receipt of such funds. In the event the Escrow Agent does not receive the Escrow Amount on or before the close of business on April 7, 2025, the Escrow Agent shall promptly notify the Company and Parent thereof in writing.
(c) The parties acknowledge and agree that the Escrow Agent shall have no obligation to accept any deposit or perform any duty under this Agreement until the Escrow Agent has received the Escrow Amount in full in immediately available funds.
Section 2.2 — Escrow Account
(a) The Escrow Agent shall hold the Escrow Amount, together with all investment earnings, interest, income, and proceeds thereon (collectively, the "Escrow Property"), in a segregated, interest-bearing escrow account at Grandview Trust Company, N.A. (the "Escrow Account"), separate and apart from the Escrow Agent's own assets and all other funds held by the Escrow Agent for any other person or entity.
(b) The Escrow Account shall be titled as follows:
"Grandview Trust Company, N.A., as Escrow Agent for Pennfield Holdings, Inc. / Harrowgate Private Equity Fund IV LP — Termination Fee Escrow"
(c) The Escrow Agent shall not commingle the Escrow Property with any other funds or assets of the Escrow Agent or any other person or entity. The Escrow Agent shall maintain accurate books and records with respect to the Escrow Account and shall make such books and records available for inspection by the Company and Parent (or their respective representatives) upon reasonable notice during normal business hours.
(d) The Escrow Agent shall provide monthly statements to the Company and Parent reflecting the balance of the Escrow Account, all deposits and disbursements made during the applicable period, and all investment activity and earnings during such period.
Section 2.3 — Investment of Escrow Funds
(a) The Escrow Agent shall invest and reinvest the Escrow Property in Permitted Investments as directed by Joint Written Instructions delivered to the Escrow Agent from time to time. In the absence of Joint Written Instructions directing specific investments, the Escrow Agent shall invest the Escrow Property in one or more money market funds consisting primarily of direct obligations of, or obligations guaranteed by, the United States of America or any agency or instrumentality thereof (including, without limitation, the Federated Hermes Treasury Obligations Fund or a comparable fund), or in such other investments as the Company and Parent may mutually agree upon in writing and deliver to the Escrow Agent.
(b) All investment earnings, income, and proceeds on the Escrow Property shall become part of the Escrow Property and shall be held, invested, and disbursed in accordance with the terms of this Agreement.
(c) Neither the Company, Parent, nor the Escrow Agent shall be liable for any loss of principal or income on investments made in accordance with this Section 2.3, including any loss resulting from the liquidation of any investment prior to maturity in order to make a disbursement required under this Agreement.
(d) The Escrow Agent shall have no obligation to invest or reinvest the Escrow Property in any particular investment, and shall have no liability for any failure to maximize the return on any investment. The Escrow Agent is hereby authorized and directed to sell or liquidate any investment held in the Escrow Account as necessary to make any disbursement required under this Agreement, without regard to any loss that may result from such sale or liquidation.
(e) The parties acknowledge that (i) the Escrow Agent may earn fees or compensation from money market funds or other investment vehicles in which the Escrow Property is invested, including in its capacity as investment manager, administrator, shareholder servicing agent, or custodian, and (ii) such fees or compensation shall not reduce or offset the Escrow Agent's fees payable under Section 5.5 or Schedule 1 hereto.
Section 2.4 — Authorized Representatives
(a) The following individuals are hereby designated as Authorized Representatives of the Company for all purposes under this Agreement:
(i) Patricia Okafor, General Counsel & Corporate Secretary Pennfield Holdings, Inc. 4500 Commerce Boulevard, Suite 800 Charlotte, NC 28202
Email: pokafor@pennfieldholdings.com
Telephone: (704) 555-3200
(ii) Derek Simmons, Chief Financial Officer Pennfield Holdings, Inc. 4500 Commerce Boulevard, Suite 800 Charlotte, NC 28202
Email: dsimmons@pennfieldholdings.com
Telephone: (704) 555-3215
(b) The following individuals are hereby designated as Authorized Representatives of Parent for all purposes under this Agreement:
(i) Jonah Whitfield, Principal Harrowgate Capital Partners LLC 1200 Market Street, Suite 3100 Wilmington, DE 19801
Email: jwhitfield@harrowgatecapital.com
Telephone: (302) 555-8400
(ii) Rebecca Talmadge, Partner Harrowgate Capital Partners LLC 1200 Market Street, Suite 3100 Wilmington, DE 19801
Email: rtalmadge@harrowgatecapital.com
Telephone: (302) 555-8410
(c) The primary contact at the Escrow Agent for purposes of this Agreement shall be:
Karen Milford, Vice President, Corporate Trust Grandview Trust Company, N.A. 225 Franklin Street, 14th Floor Boston, MA 02110
Email: kmilford@grandviewtrust.com
Telephone: (617) 555-7100
(d) Either the Company or Parent may change its Authorized Representatives at any time by providing written notice to the Escrow Agent and the other party in accordance with Section 7.1 hereof, which notice shall be signed by an existing Authorized Representative of such party (or, in the case of the initial designation, by a duly authorized officer of such party) and shall include the name, title, address, email address, telephone number, and specimen signature of each new Authorized Representative. No change in Authorized Representatives shall be effective until the Escrow Agent has acknowledged receipt of such notice in writing.
(e) The Escrow Agent shall be entitled to rely upon the incumbency and authority of each Authorized Representative as set forth in this Section 2.4 or as updated from time to time in accordance with clause (d) above, and shall have no duty to independently verify the authority of any person purporting to act as an Authorized Representative.
ARTICLE III — RELEASE AND DISTRIBUTION OF ESCROW PROPERTY
Section 3.1 — Release to Parent (Termination Fee Payable)
(a) The Escrow Agent shall release all or a portion of the Escrow Property to Parent upon receipt by the Escrow Agent of either:
(i) Joint Written Instructions from the Company and Parent directing the Escrow Agent to release all or a specified portion of the Escrow Property to Parent; or
(ii) A written notice from an Authorized Representative of Parent (a "Parent Release Request") certifying that (A) the Merger Agreement has been terminated in accordance with its terms, (B) the Termination Fee in the amount of Thirty-Four Million Three Hundred Thousand Dollars ($34,300,000) is payable to Parent pursuant to the terms of the Merger Agreement, and (C) specifying the section(s) of the Merger Agreement giving rise to the Termination Fee obligation. Without limiting the foregoing, a Parent Release Request may specify that the Termination Fee has become payable as a result of, among other things, a Company Board Recommendation Change, the acceptance of or entry into a definitive agreement with respect to a Superior Proposal, the failure of the Company to hold the stockholder vote within the period required by the Merger Agreement, or any other circumstance giving rise to the Termination Fee obligation under the terms of the Merger Agreement. A copy of the notice of termination delivered under the Merger Agreement (or other evidence of termination reasonably satisfactory to the Escrow Agent) shall accompany any Parent Release Request.
(b) In the case of a release pursuant to clause (a)(i) above (Joint Written Instructions), the Escrow Agent shall disburse the Escrow Property as directed in such Joint Written Instructions within two (2) Business Days following receipt thereof.
(c) In the case of a release pursuant to clause (a)(ii) above (Parent Release Request), the Escrow Agent shall promptly (and in any event within one (1) Business Day following receipt of the Parent Release Request) provide written notice of the Parent Release Request to the Company at the address specified in Section 7.1 (including a copy of the Parent Release Request and all accompanying documentation). If the Company does not deliver a written objection to the Escrow Agent (a "Dispute Notice") within five (5) Business Days after the Company's receipt of such notice from the Escrow Agent, the Escrow Agent shall release the Termination Fee amount of Thirty-Four Million Three Hundred Thousand Dollars ($34,300,000), together with any investment earnings thereon, to Parent by wire transfer of immediately available funds to the account designated by Parent in accordance with Section 3.5, within two (2) Business Days following the expiration of such five (5) Business Day period.
(d) If the Company delivers a timely Dispute Notice to the Escrow Agent within the five (5) Business Day period described in clause (c) above, the Escrow Agent shall continue to hold the Escrow Property in the Escrow Account pending resolution of such dispute in accordance with Section 3.4 hereof. A Dispute Notice shall set forth, in reasonable detail, the basis for the Company's objection to the release of the Escrow Property to Parent, but the Escrow Agent shall have no duty to evaluate the merits of any such objection.
Section 3.2 — Release to Company (Merger Consummated or Agreement Terminated Without Fee)
(a) The Escrow Agent shall release all or a portion of the Escrow Property to the Company upon receipt by the Escrow Agent of either:
(i) Joint Written Instructions from the Company and Parent directing the Escrow Agent to release all or a specified portion of the Escrow Property to the Company; or
(ii) A written notice from an Authorized Representative of the Company (a "Company Release Request") certifying that either:
(A) the Merger has been consummated and the Effective Time (as defined in the Merger Agreement) has occurred, and accordingly the Termination Fee escrow is no longer required; or
(B) the Merger Agreement has been terminated under circumstances in which no Termination Fee is payable to Parent pursuant to the terms of the Merger Agreement, including, without limitation, (1) a mutual termination of the Merger Agreement by the Company and Parent, (2) a termination by the Company for Parent's or Merger Sub's material breach of the Merger Agreement, or (3) an expiration of the Outside Date of September 30, 2025 without the consummation of the Merger through no fault of the Company;
together with, in the case of clause (B) above, a copy of the applicable termination notice delivered under the Merger Agreement (or other evidence of termination reasonably satisfactory to the Escrow Agent).
(b) In the case of a release pursuant to clause (a)(i) above (Joint Written Instructions), the Escrow Agent shall disburse the Escrow Property as directed in such Joint Written Instructions within two (2) Business Days following receipt thereof.
(c) In the case of a release pursuant to clause (a)(ii) above (Company Release Request), the Escrow Agent shall promptly (and in any event within one (1) Business Day following receipt of the Company Release Request) provide written notice of the Company Release Request to Parent at the address specified in Section 7.1 (including a copy of the Company Release Request and all accompanying documentation). If Parent does not deliver a Dispute Notice to the Escrow Agent within five (5) Business Days after Parent's receipt of such notice from the Escrow Agent, the Escrow Agent shall release the Escrow Property to the Company by wire transfer of immediately available funds to the account designated by the Company in accordance with Section 3.5, within two (2) Business Days following the expiration of such five (5) Business Day period.
(d) If Parent delivers a timely Dispute Notice to the Escrow Agent within the five (5) Business Day period described in clause (c) above, the Escrow Agent shall continue to hold the Escrow Property in the Escrow Account pending resolution of such dispute in accordance with Section 3.4 hereof. A Dispute Notice shall set forth, in reasonable detail, the basis for Parent's objection to the release of the Escrow Property to the Company, but the Escrow Agent shall have no duty to evaluate the merits of any such objection.
Section 3.3 — Partial Releases
(a) Joint Written Instructions delivered to the Escrow Agent may direct the partial release of the Escrow Property to either the Company or Parent, in such amounts and upon such terms as the Company and Parent may mutually agree. The Escrow Agent shall disburse such partial amounts as directed in such Joint Written Instructions within two (2) Business Days following receipt thereof.
(b) Any investment earnings, income, or proceeds on the Escrow Property may be released separately from the principal amount of the Escrow Property, as directed by Joint Written Instructions. In the absence of such instructions, all investment earnings, income, and proceeds shall continue to be held in the Escrow Account as part of the Escrow Property.
(c) Following any partial release, the remaining Escrow Property shall continue to be held, invested, and disbursed in accordance with the terms of this Agreement.
Section 3.4 — Disputes
(a) In the event of a dispute between the Company and Parent regarding the release or disbursement of the Escrow Property (i.e., in the event a timely Dispute Notice is delivered to the Escrow Agent pursuant to Section 3.1(d) or Section 3.2(d)), the Escrow Agent shall hold the Escrow Property in the Escrow Account and shall not release any portion thereof until it has received:
(i) Joint Written Instructions from the Company and Parent directing the disposition of the Escrow Property, including any agreement or settlement reached between the Company and Parent with respect to the disputed amounts;
(ii) a final, non-appealable order, judgment, or decree of a court of competent jurisdiction (including the Court of Chancery of the State of Delaware) directing the disposition of all or any portion of the Escrow Property, accompanied by a legal opinion of counsel to the party presenting such order (or such other evidence as the Escrow Agent may reasonably request) confirming that such order is final and non-appealable; or
(iii) at the Escrow Agent's sole option and discretion, the Escrow Agent may, in lieu of continuing to hold the Escrow Property, deposit or cause to be deposited the Escrow Property (less any fees, expenses, and indemnification amounts then owing to the Escrow Agent) with the Court of Chancery of the State of Delaware or any other court of competent jurisdiction, and interplead the Company and Parent with respect thereto. Upon such deposit, the Escrow Agent shall be fully and finally released from all obligations, duties, and liabilities under this Agreement with respect to the Escrow Property so deposited, and the Company and Parent shall bear all costs and expenses (including reasonable attorneys' fees) of such interpleader action. The Escrow Agent shall be entitled to recover its reasonable attorneys' fees and expenses incurred in connection with any interpleader action from the Escrow Property prior to its deposit with the court.
(b) The Escrow Agent shall not be required to determine the merits of any dispute between the Company and Parent and shall have no liability whatsoever for holding the Escrow Property pending resolution of any such dispute. The Escrow Agent shall be entitled to refrain from taking any action with respect to the Escrow Property (other than continuing to hold and invest the Escrow Property in accordance with this Agreement) pending resolution of any dispute.
(c) In the event of any dispute, the Escrow Agent shall continue to invest the Escrow Property in accordance with Section 2.3 hereof, and all investment earnings, income, and proceeds thereon shall continue to be held as part of the Escrow Property pending resolution of such dispute.
Section 3.5 — Manner of Disbursement
(a) All releases and disbursements of the Escrow Property pursuant to this Article III shall be made by wire transfer of immediately available funds to the account(s) designated in writing by the receiving party.
(b) The wire transfer instructions for Parent are set forth in Exhibit B attached hereto. Parent may update or change its wire transfer instructions by written notice from an Authorized Representative of Parent delivered to the Escrow Agent in accordance with Section 7.1, at least two (2) Business Days prior to any anticipated disbursement.
(c) The wire transfer instructions for the Company are set forth in Exhibit C attached hereto. The Company may update or change its wire transfer instructions by written notice from an Authorized Representative of the Company delivered to the Escrow Agent in accordance with Section 7.1, at least two (2) Business Days prior to any anticipated disbursement.
(d) Disbursements shall be made within two (2) Business Days following the occurrence of the applicable release trigger described in Sections 3.1, 3.2, or 3.3 (or, in the case of a dispute resolved pursuant to Section 3.4, within two (2) Business Days following receipt by the Escrow Agent of the applicable Joint Written Instructions or final court order).
(e) The Escrow Agent shall be entitled to deduct from any disbursement any fees, expenses, and indemnification amounts then owing to the Escrow Agent pursuant to Sections 4.2, 5.4, and 5.5 of this Agreement, to the extent such amounts have not been previously paid.
ARTICLE IV — TAX MATTERS
Section 4.1 — Tax Reporting
(a) The parties hereto agree that, for United States federal and applicable state and local income tax purposes, all investment income, interest, earnings, and other income on the Escrow Property (collectively, "Escrow Income") shall be treated as income of the Company (as depositor of the Escrow Amount) unless and until the Escrow Property (or any portion thereof) is released or distributed to Parent in accordance with Article III hereof.
(b) The Escrow Agent shall report all Escrow Income to the Internal Revenue Service ("IRS") on IRS Forms 1099 (or any successor forms) under the Company's taxpayer identification number (EIN 82-4917305) for each calendar year (or portion thereof) during which the Escrow Property is held in the Escrow Account. The Escrow Agent shall provide copies of all such tax information reports to the Company and Parent promptly following their preparation.
(c) Upon release of all or any portion of the Escrow Property to Parent, Escrow Income allocable to the period following such release (or, to the extent required by applicable law, allocable to the period during which the Escrow Property was held for the benefit of Parent) shall be reported under Parent's taxpayer identification number (EIN 87-2263148). The parties shall cooperate in good faith to determine the appropriate allocation of Escrow Income between the Company and Parent.
(d) The Escrow Agent shall have no responsibility for the tax consequences to the Company, Parent, or any other person arising from the transactions contemplated by this Agreement or the Merger Agreement, and shall have no obligation to provide tax advice to any party.
Section 4.2 — Withholding
(a) The Escrow Agent shall be entitled to deduct and withhold from any distribution of the Escrow Property such amounts as may be required to be deducted or withheld under the Internal Revenue Code of 1986, as amended, or any provision of applicable federal, state, local, or foreign tax law. To the extent that amounts are so withheld and paid over to the appropriate taxing authority, such withheld amounts shall be treated for all purposes of this Agreement as having been distributed to the party in respect of which such deduction and withholding was made.
(b) Each of the Company and Parent shall provide the Escrow Agent with a completed and duly executed IRS Form W-9 (or IRS Form W-8BEN, W-8BEN-E, W-8ECI, or W-8IMY, as applicable) upon execution of this Agreement, and shall provide updated forms promptly upon request by the Escrow Agent or upon any change in circumstances that would affect the accuracy of any previously delivered form. The Escrow Agent shall be entitled to withhold amounts from any distribution in the event a party fails to timely deliver a properly completed tax form.
Section 4.3 — Tax Indemnity
The Company and Parent shall jointly and severally indemnify and hold harmless the Escrow Agent from and against any and all taxes, penalties, interest, additions to tax, and related costs and expenses (including reasonable attorneys' fees) assessed against or imposed upon the Escrow Agent by any taxing authority arising from or related to the Escrow Agent's good-faith compliance with this Article IV, including any assessment resulting from a determination that the tax reporting treatment described in Section 4.1 is incorrect or from any failure of the Company or Parent to provide accurate tax forms as required by Section 4.2. This indemnification obligation shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent.
ARTICLE V — ESCROW AGENT
Section 5.1 — Duties and Obligations
(a) The Escrow Agent's duties and obligations under this Agreement are purely ministerial and administrative in nature. The Escrow Agent undertakes to perform only such duties as are expressly set forth in this Agreement and shall not be bound by the provisions of any other agreement, including the Merger Agreement, except to the extent that any provision of the Merger Agreement is expressly incorporated herein by reference.
(b) The Escrow Agent shall act only in accordance with the express terms and conditions of this Agreement and shall not be required to exercise independent judgment, discretion, or investigation with respect to any matter arising hereunder. Without limiting the foregoing, the Escrow Agent shall have no duty or obligation to:
(i) investigate, verify, or confirm the truth, accuracy, validity, or sufficiency of any notice, instruction, certificate, statement, request, consent, or other document or instrument received by it in connection with this Agreement;
(ii) determine whether any event or condition described in the Merger Agreement (including the occurrence of the Effective Time, the termination of the Merger Agreement, or the existence of circumstances giving rise to the Termination Fee obligation) has in fact occurred;
(iii) monitor or enforce the performance of any party's obligations under the Merger Agreement or any other agreement; or
(iv) take any action that, in the Escrow Agent's reasonable judgment, would involve the Escrow Agent in expense or liability unless the Escrow Agent has been furnished with acceptable indemnification.
Section 5.2 — Reliance
(a) The Escrow Agent shall be entitled to rely, and shall be fully protected in acting or refraining from acting, upon any written notice, instruction, certificate, statement, request, consent, agreement, or other document or instrument believed by it in good faith to be genuine and to have been signed, executed, or presented by the proper person or persons. The Escrow Agent shall not be required to inquire into the authority of any person executing any such document on behalf of any party.
(b) The Escrow Agent may consult with and obtain advice from legal counsel of its own choosing (which counsel may be counsel to the Escrow Agent or any of its affiliates) with respect to any question arising under this Agreement, and shall not be liable for any action taken, suffered, or omitted by it in good faith in accordance with the advice or opinion of such counsel.
(c) The Escrow Agent may rely upon the written instructions of any Authorized Representative as conclusive evidence of the authority of such Authorized Representative to act on behalf of the applicable party. The Escrow Agent shall have no liability for acting upon any forged, fraudulent, or unauthorized instruction that the Escrow Agent believes in good faith to be genuine.
Section 5.3 — Limitation of Liability
(a) The Escrow Agent shall not be liable for any action taken or omitted to be taken by it in good faith and in the absence of gross negligence, willful misconduct, or fraud on the part of the Escrow Agent. In no event shall the Escrow Agent be liable for acting in accordance with, or relying upon, any Joint Written Instructions, notice, certificate, or other document that the Escrow Agent believes in good faith to be genuine.
(b) The Escrow Agent shall have no responsibility or liability for:
(i) the sufficiency, correctness, genuineness, or validity of any document, agreement, certificate, or instrument delivered to the Escrow Agent;
(ii) any diminution in value or loss on investments made in accordance with Section 2.3 hereof, including any loss resulting from the liquidation of investments prior to maturity;
(iii) any act or omission of any wire transfer system, clearinghouse, or intermediary in connection with the transfer of funds;
(iv) any delay in the performance of its obligations hereunder caused by events beyond the Escrow Agent's reasonable control, including acts of God, fire, flood, earthquake, pandemic, war, terrorism, power outages, equipment failure, computer malfunction, or interruption of communication facilities; or
(v) the performance or non-performance of the obligations of the Company, Parent, or Merger Sub under the Merger Agreement or any other agreement.
(c) In no event shall the Escrow Agent be liable for any indirect, consequential, special, incidental, or punitive damages (including lost profits), regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, even if the Escrow Agent has been advised of the possibility of such damages.
(d) The aggregate liability of the Escrow Agent under this Agreement, for any and all claims, shall not exceed the amount of fees actually received by the Escrow Agent pursuant to Section 5.5 and Schedule 1 hereto during the twelve (12) month period immediately preceding the event giving rise to such claim.
Section 5.4 — Indemnification of Escrow Agent
(a) The Company and Parent shall jointly and severally indemnify, defend, and hold harmless the Escrow Agent and its officers, directors, employees, agents, successors, and assigns (each, an "Indemnified Party") from and against any and all losses, liabilities, claims, actions, suits, proceedings, demands, damages, judgments, costs, and expenses (including reasonable attorneys' fees and expenses, court costs, and costs of investigation) (collectively, "Losses") arising out of or in connection with this Agreement or the performance of the Escrow Agent's duties hereunder, including any Losses arising out of or in connection with any dispute between the Company and Parent, any interpleader action commenced by the Escrow Agent, or any litigation or proceeding to which the Escrow Agent is made a party by reason of its role as Escrow Agent; provided, however, that this indemnification shall not apply to Losses to the extent resulting from the Escrow Agent's own gross negligence, willful misconduct, or fraud as determined by a final, non-appealable order of a court of competent jurisdiction.
(b) The Escrow Agent shall have, and is hereby granted, a first-priority lien on, and security interest in, the Escrow Property for any unpaid indemnification amounts, fees, expenses, and other amounts owing to the Escrow Agent under this Agreement. The Escrow Agent shall be entitled to deduct such amounts from the Escrow Property prior to any disbursement, upon prior written notice to the Company and Parent.
(c) The obligations of the Company and Parent under this Section 5.4 shall survive the termination of this Agreement, the resignation or removal of the Escrow Agent, and the final release or disbursement of the Escrow Property.
Section 5.5 — Compensation and Expenses
(a) The Company shall pay the Escrow Agent's fees for its services hereunder in accordance with the fee schedule set forth in Schedule 1 (Fee Schedule) attached hereto and made a part hereof. Unless otherwise agreed in writing, such fees shall be payable within thirty (30) days following the date of the Escrow Agent's invoice therefor.
(b) Reasonable and documented out-of-pocket expenses of the Escrow Agent incurred in connection with its duties hereunder (including, without limitation, legal fees and expenses, postage, courier charges, communication costs, and account maintenance costs) shall be borne equally by the Company and Parent (fifty percent (50%) each), unless otherwise directed by Joint Written Instructions. Such expenses shall be payable within thirty (30) days following the date of the Escrow Agent's invoice therefor, accompanied by reasonable supporting documentation.
(c) The Escrow Agent's fees and expenses shall remain payable notwithstanding any dispute between the Company and Parent regarding the release or disposition of the Escrow Property, and shall not be contingent upon the resolution of any such dispute.
(d) In the event the fees and expenses of the Escrow Agent are not paid when due, the Escrow Agent shall be entitled to deduct the unpaid amounts from the Escrow Property upon prior written notice to the Company and Parent.
Section 5.6 — Resignation and Removal
(a) The Escrow Agent may resign and be discharged from its duties hereunder at any time by giving not less than thirty (30) days' prior written notice of such resignation to the Company and Parent. Such resignation shall be effective upon the appointment of a successor escrow agent and the transfer of the Escrow Property to such successor, or upon the expiration of such thirty (30) day notice period, whichever occurs first.
(b) The Company and Parent, acting jointly (by Joint Written Instructions), may remove the Escrow Agent at any time by giving not less than thirty (30) days' prior written notice of such removal to the Escrow Agent. Such removal shall be effective upon the appointment of a successor escrow agent and the transfer of the Escrow Property to such successor, or upon the expiration of such thirty (30) day notice period, whichever occurs first.
(c) In the event of the resignation or removal of the Escrow Agent, the Company and Parent shall, within thirty (30) days following receipt of notice of resignation or the giving of notice of removal (as applicable), jointly appoint a successor escrow agent, which successor shall be a national banking association or a state-chartered bank or trust company, in each case having capital and surplus of not less than Five Hundred Million Dollars ($500,000,000). If the Company and Parent fail to appoint a successor escrow agent within such thirty (30) day period, the Escrow Agent may (i) apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction for the appointment of a successor escrow agent, or (ii) deposit the Escrow Property (less any fees, expenses, and indemnification amounts then owing to the Escrow Agent) with the Court of Chancery of the State of Delaware, and shall thereupon be fully and finally discharged from all duties and obligations under this Agreement.
(d) Upon the appointment of a successor escrow agent, the Escrow Agent shall deliver and transfer the Escrow Property to such successor escrow agent, and the successor escrow agent shall succeed to all of the rights, duties, and obligations of the Escrow Agent under this Agreement. The Escrow Agent shall be entitled to an accounting from the Company and Parent of all amounts owing to the Escrow Agent as of the date of such transfer, and the Company and Parent shall pay such amounts in full prior to or simultaneously with such transfer.
Section 5.7 — No Implied Duties
(a) The Escrow Agent shall have no implied duties, obligations, or responsibilities under this Agreement, including any fiduciary duty to any party hereto or to any other person. The duties and obligations of the Escrow Agent are limited solely to those expressly set forth in this Agreement, and no implied covenants, functions, responsibilities, duties, obligations, or liabilities shall be read into this Agreement.
(b) The Escrow Agent is not a party to, and has no duties or obligations under, the Merger Agreement. The Escrow Agent shall have no responsibility to monitor or enforce any party's compliance with the Merger Agreement, and shall have no liability for any breach of the Merger Agreement by any party thereto.
(c) The Escrow Agent shall not be deemed to have knowledge of any event or condition unless and until it receives written notice thereof in accordance with the terms of this Agreement.
ARTICLE VI — REPRESENTATIONS AND WARRANTIES
Section 6.1 — Representations and Warranties of the Company
The Company hereby represents and warrants to each of Parent and the Escrow Agent as follows:
(a) Organization and Good Standing. Pennfield Holdings, Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware.
(b) Authority. The Company has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery, and performance by the Company of this Agreement have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery, and performance of this Agreement.
(c) Enforceability. This Agreement has been duly and validly executed and delivered by the Company and constitutes a legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws affecting creditors' rights generally, and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).
(d) No Conflicts. The execution, delivery, and performance by the Company of this Agreement do not and will not (i) violate, conflict with, or result in a breach of any provision of the Company's certificate of incorporation or bylaws, (ii) violate any law, regulation, order, judgment, or decree applicable to the Company, or (iii) result in a breach of, constitute a default under, or require any consent under any material agreement or instrument to which the Company is a party, except in the case of clauses (ii) and (iii) for such violations, breaches, defaults, or failures to obtain consent that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Company's ability to perform its obligations hereunder.
Section 6.2 — Representations and Warranties of Parent
Parent hereby represents and warrants to each of the Company and the Escrow Agent as follows:
(a) Organization and Good Standing. Harrowgate Private Equity Fund IV LP is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware.
(b) Authority. Parent has full limited partnership power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery, and performance by Parent of this Agreement have been duly authorized by all necessary limited partnership action on the part of Parent, including all necessary action by its general partner, Harrowgate Capital Partners IV GP LLC, a Delaware limited liability company, and no other proceedings on the part of Parent or its general partner are necessary to authorize the execution, delivery, and performance of this Agreement.
(c) Enforceability. This Agreement has been duly and validly executed and delivered by Parent (by and through its general partner, Harrowgate Capital Partners IV GP LLC) and constitutes a legal, valid, and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws affecting creditors' rights generally, and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).
(d) No Conflicts. The execution, delivery, and performance by Parent of this Agreement do not and will not (i) violate, conflict with, or result in a breach of any provision of Parent's limited partnership agreement or the organizational documents of its general partner, (ii) violate any law, regulation, order, judgment, or decree applicable to Parent, or (iii) result in a breach of, constitute a default under, or require any consent under any material agreement or instrument to which Parent is a party, except in the case of clauses (ii) and (iii) for such violations, breaches, defaults, or failures to obtain consent that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Parent's ability to perform its obligations hereunder.
Section 6.3 — Representations and Warranties of the Escrow Agent
The Escrow Agent hereby represents and warrants to each of the Company and Parent as follows:
(a) Organization and Good Standing. Grandview Trust Company, N.A. is a national banking association duly organized, validly existing, and in good standing under the laws of the United States of America.
(b) Authority. The Escrow Agent has full power and authority to execute and deliver this Agreement and to perform its duties as Escrow Agent hereunder. The execution, delivery, and performance by the Escrow Agent of this Agreement have been duly authorized by all necessary corporate action on the part of the Escrow Agent.
(c) Enforceability. This Agreement has been duly and validly executed and delivered by the Escrow Agent and constitutes a legal, valid, and binding obligation of the Escrow Agent, enforceable against the Escrow Agent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws affecting creditors' rights generally, and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).
ARTICLE VII — GENERAL PROVISIONS
Section 7.1 — Notices
All notices, instructions, requests, consents, demands, and other communications required or permitted to be given under this Agreement shall be in writing and shall be delivered by (a) personal delivery (including delivery by nationally recognized overnight courier service such as Severin Partners LLC, Halcyon Partners LLC, or Tarrant & Co.), or (b) email (with confirmation of receipt from the recipient), in each case addressed as follows:
If to the Company:
Pennfield Holdings, Inc. 4500 Commerce Boulevard, Suite 800 Charlotte, NC 28202
Attention: Patricia Okafor, General Counsel & Corporate Secretary
Email: pokafor@pennfieldholdings.com
with a copy (which shall not constitute notice) to:
Calloway, Briggs & Harmon LLP 900 Third Avenue, 30th Floor New York, NY 10022
Attention: Janet Alcorn
Email: jalcorn@cbhlaw.com
If to Parent:
Harrowgate Private Equity Fund IV LP c/o Harrowgate Capital Partners LLC 1200 Market Street, Suite 3100 Wilmington, DE 19801
Attention: Jonah Whitfield
Email: jwhitfield@harrowgatecapital.com
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP One Liberty Plaza, 55th Floor New York, NY 10006
Attention: Oliver Mackenzie
Email: omackenzie@calderwoodharkness.com
If to the Escrow Agent:
Grandview Trust Company, N.A. 225 Franklin Street, 14th Floor Boston, MA 02110
Attention: Karen Milford, Vice President, Corporate Trust
Email: kmilford@grandviewtrust.com
Any party may change its address or email address for purposes of notices under this Agreement by giving written notice of such change to each of the other parties in accordance with this Section 7.1. Notice shall be deemed given and effective: (i) if delivered by personal delivery or nationally recognized overnight courier, upon actual receipt by the addressee (or, if delivery is refused, upon presentment); or (ii) if sent by email, upon confirmed transmission (as evidenced by a return receipt, read receipt, or reply from the recipient confirming receipt), provided that any notice given by email shall also be sent by overnight courier within one (1) Business Day thereafter. No notice, instruction, or communication to the Escrow Agent shall be deemed effective until actually received by the Escrow Agent at its address set forth above.
Section 7.2 — Governing Law
This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.
Section 7.3 — Jurisdiction and Venue
(a) Each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if and only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court of the United States of America sitting in the State of Delaware, and, if no federal court has jurisdiction, any state court of the State of Delaware) in respect of any action, suit, or proceeding arising out of or relating to this Agreement, and each party agrees that it will not commence any such action, suit, or proceeding except in such courts.
(b) Each party hereto irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim, or otherwise, in any action, suit, or proceeding arising out of or relating to this Agreement: (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason; (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts; and (iii) any claim that any such action, suit, or proceeding brought in any of the above-named courts has been brought in an inconvenient forum.
(c) Each party hereto agrees that a final judgment in any such action, suit, or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law.
Section 7.4 — Waiver of Jury Trial
EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF ANY SUCH ACTION, SUIT, OR PROCEEDING, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH IN THIS SECTION 7.4.
Section 7.5 — Entire Agreement
This Agreement, together with the Exhibits and Schedules attached hereto and the Merger Agreement (solely to the extent referenced herein), constitutes the entire agreement among the parties hereto with respect to the subject matter hereof, namely the escrow of the Termination Fee, and supersedes all prior agreements, negotiations, discussions, representations, warranties, commitments, proposals, and understandings, whether oral or written, relating to such subject matter.
Section 7.6 — Amendments and Waivers
(a) This Agreement may be amended, modified, or supplemented only by a written instrument duly executed by each of the Company, Parent, and the Escrow Agent. No amendment, modification, or supplement shall be effective unless it is in writing and signed by all three parties hereto.
(b) No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the party granting such waiver. No failure or delay by any party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies provided herein are cumulative and are not exclusive of any rights or remedies provided by law.
Section 7.7 — Successors and Assigns
(a) This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.
(b) No party may assign its rights or delegate its obligations under this Agreement without the prior written consent of each of the other parties hereto; provided, however, that Parent may assign its rights (but not its obligations) under this Agreement to any affiliate of Parent without the prior written consent of the Company or the Escrow Agent, so long as (i) Parent provides written notice of such assignment to the Company and the Escrow Agent within five (5) Business Days following such assignment, (ii) such affiliate agrees in writing to be bound by the terms and conditions of this Agreement, and (iii) Parent remains primarily liable for all of its obligations hereunder notwithstanding any such assignment.
(c) Any purported assignment in violation of this Section 7.7 shall be null and void and of no force or effect.
Section 7.8 — Severability
If any provision of this Agreement (or any portion thereof) shall be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby, and the parties shall use commercially reasonable efforts to agree upon a valid and enforceable provision that is a reasonable substitute for such invalid, illegal, or unenforceable provision in light of the intent of this Agreement.
Section 7.9 — Counterparts
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile, portable document format (PDF), or other electronic means (including any electronic signature complying with the U.S. federal ESIGN Act of 2000, the Uniform Electronic Transactions Act, or other applicable law) shall be effective as delivery of a manually executed counterpart of this Agreement, and each party hereto agrees that it will not challenge the validity or enforceability of this Agreement on the basis that it was executed or delivered electronically.
Section 7.10 — Third-Party Beneficiaries
(a) Nothing in this Agreement, express or implied, is intended to or shall confer upon any person other than the parties hereto any rights, benefits, or remedies of any nature whatsoever under or by reason of this Agreement. Without limiting the foregoing, Merger Sub is not a party to this Agreement and shall have no rights or obligations hereunder.
(b) The provisions of Section 5.4 (Indemnification of Escrow Agent) are intended for the benefit of the Indemnified Parties described therein, each of whom shall be a third-party beneficiary of such provisions to the extent expressly provided therein.
Section 7.11 — Termination of Escrow
This Agreement shall terminate upon the final release or disbursement of all Escrow Property held in the Escrow Account in accordance with Article III hereof, and the Escrow Agent shall have no further duties, obligations, or liabilities hereunder following such final release or disbursement; provided, however, that the following provisions shall survive the termination of this Agreement and shall continue in full force and effect: (a) Section 4.3 (Tax Indemnity); (b) Article IV (Tax Matters), to the extent relating to tax reporting and withholding obligations with respect to the period during which the Escrow Property was held; (c) Section 5.3 (Limitation of Liability); (d) Section 5.4 (Indemnification of Escrow Agent); (e) Section 5.5 (Compensation and Expenses), to the extent of any fees and expenses accrued but unpaid as of the date of termination; and (f) Sections 7.2 through 7.4 (Governing Law, Jurisdiction, and Waiver of Jury Trial).
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have caused this Escrow Agreement to be executed and delivered as of the date first written above by their respective duly authorized representatives.
PENNFIELD HOLDINGS, INC.
By: ________
Name: Catherine Langford
Title: Chief Executive Officer
Date: 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
GRANDVIEW TRUST COMPANY, N.A., as Escrow Agent
By: ________
Name: Karen Milford
Title: Vice President, Corporate Trust
Date: April 7, 2025
EXHIBIT A
ESCROW ACCOUNT WIRE TRANSFER INSTRUCTIONS
The following wire transfer instructions shall be used by the Company to deposit the Escrow Amount with the Escrow Agent in accordance with Section 2.1 of the Escrow Agreement:
Receiving Bank: Grandview Trust Company, N.A.
Bank Address: 225 Franklin Street, 14th Floor, Boston, MA 02110
ABA Routing Number: [____]
Account Number: [____]
Account Name: Grandview Trust Company, N.A., as Escrow Agent — Pennfield/Harrowgate Termination Fee Escrow
Reference Line: Pennfield Holdings / Harrowgate PE Fund IV — Termination Fee Escrow — April 2025
SWIFT Code (if applicable): [____]
Attention: Karen Milford, Vice President, Corporate Trust
The Company shall notify the Escrow Agent by email at kmilford@grandviewtrust.com upon initiation of the wire transfer of the Escrow Amount. The Escrow Agent shall confirm receipt in writing within one (1) Business Day of receipt in accordance with Section 2.1(b) of the Escrow Agreement.
EXHIBIT B
PARENT WIRE TRANSFER INSTRUCTIONS
The following wire trans