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

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LIMITED GUARANTEE

Dated as of April 7, 2025

LIMITED GUARANTEE

April 7, 2025

This LIMITED GUARANTEE (this "Limited Guarantee") is made and entered into as of April 7, 2025, by Harrowgate Private Equity Fund IV LP, a Delaware limited partnership (the "Guarantor"), having its principal office at 1200 Market Street, Suite 3100, Wilmington, DE 19801, in favor of Pennfield Holdings, Inc., a Delaware corporation (the "Company"), having its principal office at 4500 Commerce Boulevard, Suite 800, Charlotte, NC 28202.

Capitalized terms used but not defined in this Limited Guarantee shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).

RECITALS

WHEREAS, the Guarantor, Pinnacle Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Guarantor ("Merger Sub"), and the Company have entered into that certain Agreement and Plan of Merger, dated as of April 7, 2025 (as may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms, the "Merger Agreement"), which provides for the merger of Merger Sub with and into the Company (the "Merger"), with the Company surviving as a wholly owned subsidiary of the Guarantor, pursuant to a reverse triangular merger under Section 251 of the Delaware General Corporation Law;

WHEREAS, the aggregate merger consideration payable to the stockholders of the Company under the Merger Agreement is Nine Hundred Eighty Million Dollars ($980,000,000), representing Fifteen Dollars and Ninety-Five Cents ($15.95) per share of Company common stock on a fully diluted basis, based on 61,450,000 shares of Company common stock outstanding on a fully diluted basis as of the date hereof;

WHEREAS, the Guarantor is the sole stockholder of Merger Sub (Employer Identification Number: 93-4081562) and will directly benefit from the consummation of the transactions contemplated by the Merger Agreement, including the Merger;

WHEREAS, the Company has required, as a condition and material inducement to its willingness to enter into the Merger Agreement, that the Guarantor execute and deliver this Limited Guarantee in favor of the Company to guarantee certain payment obligations of Merger Sub under the Merger Agreement, and the Guarantor has agreed to deliver this Limited Guarantee to the Company in order to induce the Company to enter into the Merger Agreement; and

WHEREAS, the Guarantor is a Delaware limited partnership, the general partner of which is Harrowgate Capital Partners IV GP LLC, a Delaware limited liability company, and the investment manager of which is Harrowgate Capital Partners LLC, a Delaware limited liability company.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Guarantor, intending to be legally bound, hereby agrees as follows:

SECTION 1. THE GUARANTEE

Section 1.1 Guarantee.

The Guarantor hereby absolutely, unconditionally, and irrevocably guarantees to the Company, as primary obligor and not merely as surety, the due and punctual payment and performance of the Guaranteed Obligations (as defined in Section 1.2 below) of Merger Sub arising under the Merger Agreement, when and as the same shall become due and payable, whether at the stated date of payment, by acceleration, or otherwise, in accordance with the terms set forth in the Merger Agreement and this Limited Guarantee. This Limited Guarantee is a guarantee of payment and not merely of collection, and the Guarantor acknowledges and agrees that the Company shall not be required to first proceed against Merger Sub, pursue any other remedy or enforce any other right, or exhaust any remedy or right that the Company may have against Merger Sub or any other person or entity, including any remedy or right under the Merger Agreement or any ancillary agreement, before proceeding against the Guarantor under this Limited Guarantee. The Guarantor agrees that, upon any failure by Merger Sub to pay any of the Guaranteed Obligations when due and payable under the Merger Agreement, the Company may, at its election and in its sole discretion, demand payment of the Guaranteed Obligations directly from the Guarantor without any requirement to proceed first against Merger Sub or any other person.

Section 1.2 Guaranteed Obligations.

As used in this Limited Guarantee, the term "Guaranteed Obligations" means, collectively, the following payment obligations of Merger Sub under and pursuant to the Merger Agreement, subject to the Cap (as defined in Section 1.3 below):

(a) The obligation of Merger Sub to pay the Reverse Termination Fee in the amount of Fifty-Eight Million Eight Hundred Thousand Dollars ($58,800,000) (being 6.0% of the aggregate merger consideration of $980,000,000), payable by Merger Sub to the Company upon the terms and subject to the conditions set forth in the Merger Agreement, including without limitation upon (i) the failure of the Merger to be consummated due to a financing failure or the failure of the equity financing or debt financing contemplated by the Merger Agreement to be funded at or prior to the Closing, or (ii) a willful and material breach by Merger Sub or the Guarantor of their respective representations, warranties, covenants, or agreements under the Merger Agreement that gives rise to the Company's right to terminate the Merger Agreement and receive the Reverse Termination Fee;

(b) Any reimbursement, indemnification, or expense obligations of Merger Sub to the Company expressly set forth in the Merger Agreement that arise in connection with or as a result of the termination of the Merger Agreement, in each case to the extent such obligations are payable by Merger Sub to the Company pursuant to the express terms of the Merger Agreement; and

(c) Any amounts payable by Merger Sub to the Company as damages for willful and material breach by Merger Sub or the Guarantor of the Merger Agreement, including damages arising from a willful failure to consummate the Closing when required to do so under the terms of the Merger Agreement, subject in all cases to the Cap.

For the avoidance of doubt, the Guaranteed Obligations shall not include, and nothing in this Limited Guarantee shall be construed as a guarantee of, (x) the obligation of Merger Sub or the Guarantor to consummate the Merger or the other transactions contemplated by the Merger Agreement, (y) any equitable remedy, including specific performance, requiring consummation of the Merger or the funding of the equity or debt financing, except to the extent that the Merger Agreement expressly provides for specific performance to cause the equity financing contemplated by the Equity Commitment Letter (as defined in the Merger Agreement) to be funded in accordance with its terms, or (z) any obligation of Merger Sub or the Guarantor to the extent that such obligation does not arise under or pursuant to the Merger Agreement.

Section 1.3 Cap on Liability.

Notwithstanding anything to the contrary contained in this Limited Guarantee or in the Merger Agreement, the maximum aggregate liability of the Guarantor under this Limited Guarantee shall in no event exceed Fifty-Eight Million Eight Hundred Thousand Dollars ($58,800,000) (the "Cap"), which amount is equal to the Reverse Termination Fee. Under no circumstances shall the Company or any of its subsidiaries, affiliates, successors, assigns, or any person claiming by or through any of the foregoing, seek or be entitled to recover from the Guarantor, and the Guarantor shall not be required to pay, amounts in excess of the Cap in the aggregate, whether by or through attempted piercing of the corporate veil or limited partnership veil of the Guarantor or Merger Sub, by or through any claim by or on behalf of the Company or its affiliates against the Guarantor, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation, or applicable law, or otherwise. The Cap shall apply to the aggregate of all claims, demands, actions, causes of action, or proceedings that may be asserted against the Guarantor under this Limited Guarantee, including claims for the Reverse Termination Fee, any expense reimbursement obligations, and any damages obligations. Once the Guarantor has made payments under this Limited Guarantee in an aggregate amount equal to the Cap, the Guarantor shall have no further payment obligations under this Limited Guarantee, and this Limited Guarantee shall thereupon terminate and be of no further force or effect.

SECTION 2. NATURE OF GUARANTEE

Section 2.1 Unconditional Nature.

The obligations of the Guarantor under this Limited Guarantee are and shall be absolute, unconditional, and irrevocable, irrespective of, and the Guarantor hereby consents to, and agrees that its obligations hereunder shall not be released, diminished, impaired, reduced, or affected by, any of the following:

(a) the validity, regularity, legality, or enforceability of the Merger Agreement, any ancillary document delivered in connection therewith, or any provision of any of the foregoing;

(b) any amendment, modification, supplement, or waiver of, or any consent to departure from, the Merger Agreement or any ancillary agreement, whether or not consented to by the Guarantor, including any increase or decrease in the Guaranteed Obligations, any change in the time, manner, or place of payment of the Guaranteed Obligations, or any other modification of the terms of the Merger Agreement;

(c) any change in the corporate or legal existence, structure, constitution, or ownership of Merger Sub, including any merger, consolidation, reorganization, or dissolution of Merger Sub or any sale, lease, or transfer of any or all of the assets of Merger Sub;

(d) the bankruptcy, insolvency, receivership, dissolution, liquidation, winding up, or other similar proceeding of or affecting Merger Sub, or any resulting release, discharge, stay, or bar of any claim against Merger Sub, whether voluntarily or involuntarily commenced;

(e) any defense, set-off, counterclaim, or cross-claim that Merger Sub may have or assert against the Company, other than any defense of the Company's prior indefeasible receipt of payment in full of the Guaranteed Obligations;

(f) the impossibility or illegality of performance by Merger Sub of any of its obligations under the Merger Agreement;

(g) any failure of the Company to enforce any of its rights under the Merger Agreement or this Limited Guarantee; or

(h) any other act, omission, event, occurrence, or circumstance that might otherwise constitute a defense available to, or a legal or equitable discharge of, Merger Sub or a guarantor or surety (other than the indefeasible payment in full of the Guaranteed Obligations).

Section 2.2 Waivers by Guarantor.

The Guarantor hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law:

(a) any right to require the Company to proceed against Merger Sub, any other guarantor or surety, any other person, or any security or collateral before proceeding against the Guarantor under this Limited Guarantee, or to require that resort be had to any balance of any deposit account or credit on the books of the Company or any other person in favor of Merger Sub or any other person;

(b) any right to require the Company to pursue any other remedy in the Company's power whatsoever before proceeding against the Guarantor hereunder, including any right to require the Company to first seek recovery from Merger Sub or to exercise any right of set-off, combination of accounts, or other remedy against Merger Sub;

(c) any defense based upon, or arising by reason of, the statute of limitations applicable to the Guaranteed Obligations, to the extent that such defense would bar or limit any claim under this Limited Guarantee that could still be timely asserted against Merger Sub under the Merger Agreement;

(d) any right to the benefit of, and any defense based upon, diligence, presentment, demand of performance, filing of claims with a court in connection with insolvency or bankruptcy proceedings of Merger Sub, protest, notice of protest, notice of dishonor, notice of acceptance of this Limited Guarantee, notice of default under the Merger Agreement, and any requirement that the Company exhaust any right to take any action against Merger Sub, any other person, or any property before proceeding against the Guarantor hereunder;

(e) any defense arising by reason of any lack of authority of Merger Sub, or any officer, director, or representative thereof, to enter into the Merger Agreement, to perform the Guaranteed Obligations, or to carry out the transactions contemplated by the Merger Agreement, or any defense based on any claim that Merger Sub's obligations under the Merger Agreement exceed or are more burdensome than those of the Guarantor under this Limited Guarantee; and

(f) any defense based upon the Company's election of any remedy against the Guarantor or Merger Sub, including any election to proceed by judicial or non-judicial means, and any defense based upon any claim that the Company's remedies are impaired or inadequate.

Section 2.3 No Subrogation.

The Guarantor shall not exercise, and hereby irrevocably and unconditionally waives, until such time as the Guaranteed Obligations have been irrevocably and indefeasibly paid in full: (a) any and all rights of subrogation, contribution, reimbursement, exoneration, indemnification, or other recourse that the Guarantor may have or hereafter acquire against Merger Sub with respect to any amounts paid by the Guarantor pursuant to this Limited Guarantee; and (b) any and all rights to participate in any claim or remedy of the Company against Merger Sub, whether or not such claim, remedy, or right arises in equity or under contract, statute, or common law, including any right to participate in or benefit from any security or collateral given to the Company to secure payment of the Guaranteed Obligations or any other obligation owed to the Company. This waiver of subrogation, contribution, and related rights set forth in this Section 2.3 shall terminate automatically upon the indefeasible payment in full of all Guaranteed Obligations. If, notwithstanding the foregoing, any amount shall be paid to the Guarantor on account of any such subrogation, contribution, reimbursement, or similar rights at any time prior to the indefeasible payment in full of the Guaranteed Obligations, such amount shall be held in trust for the benefit of the Company and shall be promptly turned over to the Company in the exact form received (duly endorsed or assigned by the Guarantor to the Company, if required) to be applied to the payment of the Guaranteed Obligations, whether matured or unmatured, in such order as the Company may determine in its sole discretion.

SECTION 3. TERMINATION

Section 3.1 Termination Events.

This Limited Guarantee shall terminate and the Guarantor shall have no further obligations or liabilities hereunder, and this Limited Guarantee shall be of no further force or effect, upon the earliest to occur of the following:

(a) the Effective Time of the Merger (i.e., the consummation of the Closing under the Merger Agreement, as evidenced by the filing of the certificate of merger with the Secretary of State of the State of Delaware), at which time the obligations of the Guarantor hereunder shall automatically and without any further action be discharged, released, and terminated;

(b) the indefeasible payment in full of all Guaranteed Obligations by Merger Sub, the Guarantor, or any combination thereof, whereupon this Limited Guarantee shall automatically terminate;

(c) the valid termination of the Merger Agreement in accordance with its terms under circumstances where no Reverse Termination Fee or other Guaranteed Obligation is then due and payable, or will thereafter become due and payable, by Merger Sub to the Company; and

(d) September 30, 2025 (the "Outside Date"), provided that the Merger Agreement has been terminated prior to such date and no Guaranteed Obligation remains outstanding, due and payable, or accrued and unpaid as of such date.

Notwithstanding the foregoing, this Limited Guarantee shall survive the termination events described in clauses (c) and (d) above with respect to any Guaranteed Obligation that has accrued, become due and payable, or is the subject of a pending claim made in writing by the Company to the Guarantor in accordance with Section 8, in each case prior to such termination, and this Limited Guarantee shall remain in full force and effect with respect to such accrued or pending Guaranteed Obligation until such Guaranteed Obligation has been indefeasibly paid in full or is otherwise finally resolved (including by a final, non-appealable judgment of a court of competent jurisdiction). For purposes of this Section 3.1, a claim shall be deemed "pending" if the Company has delivered written notice of such claim to the Guarantor in accordance with Section 8 prior to the applicable termination date, regardless of whether such claim has been finally adjudicated or settled.

Section 3.2 Reinstatement.

If at any time any payment made by the Guarantor or Merger Sub in respect of any Guaranteed Obligation is rescinded, set aside, invalidated, declared to be fraudulent or preferential, or is otherwise required to be returned, restored, or repaid by the Guarantor or Merger Sub to any person for any reason whatsoever, including without limitation pursuant to any bankruptcy, insolvency, reorganization, receivership, or similar proceeding affecting the Guarantor, Merger Sub, or any other person, or pursuant to any settlement or compromise of any such proceeding, then the obligations of the Guarantor under this Limited Guarantee shall be reinstated and restored to the same extent as though the amount so rescinded, set aside, or returned had never been paid, and the Guarantor shall be liable for such reinstated amount as though such payment had never been made. The provisions of this Section 3.2 shall survive the termination of this Limited Guarantee.

SECTION 4. REPRESENTATIONS AND WARRANTIES OF THE GUARANTOR

The Guarantor hereby represents and warrants to the Company as of the date hereof as follows:

Section 4.1 Organization and Existence.

The Guarantor is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. The general partner of the Guarantor is Harrowgate Capital Partners IV GP LLC, a Delaware limited liability company, which is duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Guarantor has all necessary limited partnership power and authority to execute, deliver, and perform its obligations under this Limited Guarantee.

Section 4.2 Authorization.

The execution, delivery, and performance of this Limited Guarantee by the Guarantor have been duly authorized by all necessary action on the part of the Guarantor and its general partner, Harrowgate Capital Partners IV GP LLC. No other proceedings, approvals, consents, or authorizations on the part of the Guarantor, its general partner, or any of its limited partners are necessary to authorize the execution, delivery, or performance of this Limited Guarantee by the Guarantor or to make this Limited Guarantee a valid and binding obligation of the Guarantor enforceable against the Guarantor in accordance with its terms.

Section 4.3 Enforceability.

This Limited Guarantee constitutes a legal, valid, and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer, and other similar laws affecting creditors' rights generally from time to time in effect, and (b) general principles of equity, including principles of commercial reasonableness, good faith, and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

Section 4.4 No Conflicts.

The execution, delivery, and performance of this Limited Guarantee by the Guarantor does not and will not: (a) violate, conflict with, or result in a breach of any provision of the Guarantor's Agreement of Limited Partnership, as amended, or the organizational documents (including the limited liability company agreement or certificate of formation) of its general partner, Harrowgate Capital Partners IV GP LLC; (b) violate any applicable law, statute, rule, regulation, order, judgment, injunction, or decree of any governmental authority binding upon or applicable to the Guarantor or any of its properties or assets; or (c) result in a breach of, or constitute a default (or an event that, with the giving of notice, the passage of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation, acceleration, or loss of any benefit under, any material agreement, contract, indenture, mortgage, lease, license, or other instrument to which the Guarantor is a party or by which the Guarantor or any of its properties or assets may be bound or affected.

Section 4.5 Financial Capacity.

The Guarantor has, and as of the date on which any payment under this Limited Guarantee becomes due and payable the Guarantor will have, sufficient financial capacity, available funds, and liquid assets to satisfy its obligations hereunder up to the full amount of the Cap. The Guarantor represents that the aggregate committed capital of the fund constituting the Guarantor is Four Billion Eight Hundred Million Dollars ($4,800,000,000) (2023 vintage), and that the Guarantor's uncalled capital commitments and available investment capacity are sufficient to enable it to satisfy all of its obligations under this Limited Guarantee when and as the same may become due and payable. The Guarantor has not incurred, and does not intend to incur, any obligation, indebtedness, or liability that would reasonably be expected to impair its ability to perform its payment obligations hereunder.

Section 4.6 No Litigation.

As of the date hereof, there are no actions, suits, claims, investigations, or proceedings pending before any court, arbitral body, governmental authority, or administrative agency, or, to the knowledge of the Guarantor, threatened in writing against the Guarantor or any of its properties or assets, that, individually or in the aggregate, would reasonably be expected to impair or adversely affect the ability of the Guarantor to perform its obligations under this Limited Guarantee or to consummate the transactions contemplated hereby.

SECTION 5. COVENANTS

Section 5.1 Maintenance of Existence.

The Guarantor covenants and agrees that, until the termination of this Limited Guarantee in accordance with Section 3, it shall maintain its existence as a limited partnership duly organized and validly existing under the laws of the State of Delaware. Without limiting the generality of the foregoing, the Guarantor shall not dissolve, liquidate, or wind up its affairs, or merge or consolidate with any other person or entity, or sell, transfer, convey, assign, or otherwise dispose of all or substantially all of its assets, or take any action to facilitate, or fail to take any action that would prevent, any of the foregoing, if such action or inaction would reasonably be expected to impair the ability of the Guarantor to satisfy the Guaranteed Obligations hereunder. The foregoing shall not be construed to prohibit the Guarantor from making distributions to its limited partners, entering into investments in the ordinary course, or taking other actions consistent with its ordinary business activities, in each case to the extent that such actions do not impair the Guarantor's ability to satisfy the Guaranteed Obligations up to the Cap.

Section 5.2 Notice of Material Events.

The Guarantor shall promptly (and in any event within five (5) business days) notify the Company in writing of: (a) any event, condition, circumstance, or development that has occurred or that the Guarantor reasonably believes is likely to occur and that would reasonably be expected to result in the inability of the Guarantor to perform its obligations under this Limited Guarantee or to pay the Guaranteed Obligations up to the Cap; (b) any pending or, to the knowledge of the Guarantor, threatened action, suit, claim, or proceeding against the Guarantor or any of its affiliates that would reasonably be expected to materially and adversely affect the Guarantor's financial condition or its ability to perform its obligations hereunder; and (c) any material default or breach by the Guarantor under any agreement or instrument to which it is a party or by which its assets are bound, to the extent such default or breach would reasonably be expected to impair the Guarantor's ability to satisfy the Guaranteed Obligations.

Section 5.3 No Transfer of Obligations.

The Guarantor shall not assign, delegate, or otherwise transfer, in whole or in part, its obligations, rights, or interests under this Limited Guarantee to any person or entity without the prior written consent of the Company, which consent may be withheld, conditioned, or delayed in the Company's sole and absolute discretion. Any purported assignment, delegation, or transfer of the Guarantor's obligations under this Limited Guarantee without such prior written consent of the Company shall be null and void and of no force or effect, and shall not relieve the Guarantor of any of its obligations hereunder.

SECTION 6. NO RECOURSE AGAINST NON-PARTY AFFILIATES

Section 6.1 Limited Recourse.

Notwithstanding anything to the contrary contained in this Limited Guarantee, the Merger Agreement, or any other agreement or instrument delivered in connection herewith or therewith, the Company hereby acknowledges and agrees, on behalf of itself and its subsidiaries, affiliates, successors, and assigns, that:

(a) the Company has no right of recovery under this Limited Guarantee against, and no personal liability shall attach to, any former, current, or future direct or indirect equity holder, controlling person, member, partner (whether general or limited, other than the Guarantor in its capacity as guarantor hereunder), manager, director, officer, employee, agent, representative, financing source, affiliate, assignee, or successor of the Guarantor (other than Merger Sub in its capacity as a party to the Merger Agreement), of the general partner of the Guarantor (Harrowgate Capital Partners IV GP LLC), or of the investment manager of the Guarantor (Harrowgate Capital Partners LLC) (each such person or entity, a "Non-Party Affiliate" and, collectively, the "Non-Party Affiliates"); and

(b) no Non-Party Affiliate shall have any personal liability whatsoever for any obligations or liabilities of the Guarantor arising under or relating to this Limited Guarantee, or for any claim (whether in tort, contract, equity, or otherwise) based on, arising out of, or related to this Limited Guarantee, the Merger Agreement, or the transactions contemplated hereby or thereby, and the Company hereby irrevocably and unconditionally waives and releases all such claims, actions, causes of action, and liabilities against each Non-Party Affiliate.

The provisions of this Section 6.1 are expressly intended for the benefit of, and shall be enforceable by, each Non-Party Affiliate, including without limitation the individuals named as principals and senior professionals of the Guarantor's investment manager, Harrowgate Capital Partners LLC, including Nathaniel Cross, Rebecca Talmadge, and Jonah Whitfield, and each other Non-Party Affiliate, each of whom is an express intended third-party beneficiary of this Section 6.1. This Section 6.1 shall not limit any liability of Merger Sub under the Merger Agreement to the extent expressly set forth therein, and the Company's rights and remedies against Merger Sub under the Merger Agreement shall not be affected or limited by this Section 6.1.

Section 6.2 Exclusive Remedy.

The Company's sole and exclusive remedy against the Guarantor under, in connection with, or arising out of this Limited Guarantee or the transactions contemplated by the Merger Agreement shall be limited to the payment of the Guaranteed Obligations, subject to and not in excess of the Cap, and the Company hereby irrevocably and unconditionally waives and releases any and all other claims, remedies, rights, or causes of action (whether at law, in equity, in tort, in contract, by statute, or otherwise) against the Guarantor, except as expressly provided herein. Without limiting the generality of the foregoing, the Company shall not be entitled to seek or recover from the Guarantor any punitive, exemplary, consequential, or speculative damages in connection with this Limited Guarantee. Nothing in this Section 6.2 shall limit the Company's right to seek specific performance of the Guarantor's payment obligations under this Limited Guarantee, subject to and not in excess of the Cap.

SECTION 7. AMENDMENTS, WAIVERS, AND CONSENTS

This Limited Guarantee may not be amended, modified, restated, or supplemented in any respect except by a written instrument duly executed by each of the Guarantor and the Company. No waiver by the Company of any provision of this Limited Guarantee, or consent by the Company to any departure by the Guarantor from the terms hereof, shall be effective unless such waiver or consent is set forth in a written instrument duly executed by the Company, and any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which it is given. No failure or delay by the Company in exercising any right, power, or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any right, power, or remedy hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. All rights, powers, and remedies of the Company under this Limited Guarantee are cumulative and are not exclusive of any other rights, powers, or remedies that may be available to the Company at law or in equity.

SECTION 8. NOTICES

All notices, demands, requests, claims, consents, waivers, and other communications required or permitted under this Limited Guarantee shall be in writing and shall be deemed to have been duly given or made: (a) when delivered by hand (with written confirmation of receipt); (b) when sent by a nationally recognized overnight courier service (with proof of delivery); or (c) when sent by email transmission (with confirmation of receipt by the addressee, which confirmation may be by email), in each case addressed to the intended recipient at the address or email address set forth below (or at such other address or email address as such party may designate by written notice to the other parties in accordance with this Section 8):

If to the Guarantor:

Harrowgate Private Equity Fund IV LP 1200 Market Street, Suite 3100 Wilmington, DE 19801

Attention: Nathaniel Cross, Managing Partner

Email: n.cross@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 Company:

Pennfield Holdings, Inc. 4500 Commerce Boulevard, Suite 800 Charlotte, NC 28202

Attention: Patricia Okafor, General Counsel & Corporate Secretary

Email: p.okafor@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

Any party hereto may change its address or email address for purposes of this Section 8 by giving written notice of such change to the other parties in accordance with this Section 8.

SECTION 9. GOVERNING LAW; JURISDICTION; WAIVER OF JURY TRIAL

Section 9.1 Governing Law.

This Limited Guarantee and any claim, controversy, dispute, or cause of action (whether in contract, tort, or otherwise) based upon, arising out of, or relating to this Limited Guarantee and the negotiation, execution, or performance hereof shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law rule or provision (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 9.2 Jurisdiction.

Each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, solely to the extent that 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 Wilmington, Delaware, or any state court of the State of Delaware sitting in Wilmington, Delaware), for the purposes of any action, suit, proceeding, or claim arising out of or relating to this Limited Guarantee or the transactions contemplated hereby, and each of the parties hereto agrees not to commence any such action, suit, proceeding, or claim except in such courts. Each of the parties hereto irrevocably and unconditionally 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 Limited Guarantee: (a) any claim that it is not personally subject to the jurisdiction of such courts for any reason other than the failure to serve process in accordance with applicable law; (b) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment, or otherwise); and (c) any claim that (i) the action, suit, or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such action, suit, or proceeding is improper, or (iii) this Limited Guarantee or the subject matter hereof may not be enforced in or by such courts. Each of the parties hereto further agrees that service of process, summons, notice, or other document in compliance with the notice provisions set forth in Section 8 hereof shall be effective service of process for any action, suit, or proceeding brought in any such court.

Section 9.3 Waiver of Jury Trial.

EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY) ARISING OUT OF OR RELATING TO THIS LIMITED GUARANTEE OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY SUCH ACTION, SUIT, OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS LIMITED GUARANTEE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 9.3.

SECTION 10. GENERAL PROVISIONS

Section 10.1 Entire Agreement.

This Limited Guarantee, together with the Merger Agreement (including the Equity Commitment Letter dated March 27, 2025, between the Guarantor and Merger Sub, and the ancillary agreements, exhibits, schedules, and annexes contemplated thereby), constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, representations, warranties, undertakings, commitments, offers, contracts, agreements, arrangements, understandings, and writings (whether written or oral) with respect to such subject matter. No prior draft of this Limited Guarantee and no parol evidence shall be admissible to vary, contradict, or supplement the terms hereof.

Section 10.2 Severability.

If any provision of this Limited Guarantee is held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Limited Guarantee, and this Limited Guarantee shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein, so long as the economic and legal substance of the transactions contemplated hereby are not affected in any manner materially adverse to any party hereto. In the event of any such determination, the parties hereto shall negotiate in good faith to modify this Limited Guarantee so as to give effect to the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

Section 10.3 Counterparts.

This Limited Guarantee may be executed in one or more counterparts, each of which when so executed shall be deemed to be 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 Limited Guarantee by electronic transmission, including by facsimile or by email in portable document format (PDF) or any similar format, shall be effective as delivery of a manually executed counterpart of this Limited Guarantee. No party hereto shall raise the use of electronic transmission to deliver a signature or the fact that any signature was transmitted or communicated through the use of electronic transmission as a defense to the formation or enforceability of a contract, and each party hereto forever waives any such defense.

Section 10.4 Successors and Assigns.

This Limited Guarantee shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. The Company may not assign its rights or obligations under this Limited Guarantee without the prior written consent of the Guarantor, except that the Company may, without the Guarantor's consent, assign its rights (but not its obligations) under this Limited Guarantee to a successor entity in connection with a merger, consolidation, or sale of all or substantially all of the assets of the Company. The Guarantor may not assign its rights or obligations under this Limited Guarantee without the prior written consent of the Company in accordance with Section 5.3. Any purported assignment in violation of this Section 10.4 shall be null and void and of no force or effect.

Section 10.5 Third-Party Beneficiaries.

Except as expressly set forth in Section 6.1 (with respect to Non-Party Affiliates), no person or entity other than the parties hereto shall have any rights, claims, or remedies under, or by virtue of, this Limited Guarantee. The Non-Party Affiliates identified in Section 6.1 are express intended third-party beneficiaries of, and shall be entitled to enforce, the provisions of Section 6.1 and any other provisions of this Limited Guarantee that are expressly stated to be for their benefit. No other provision of this Limited Guarantee is intended to, or shall, confer upon any person or entity other than the parties hereto and the Non-Party Affiliates any rights or remedies hereunder.

Section 10.6 Specific Performance.

The Company shall be entitled to seek an injunction or injunctions, specific performance, or other equitable relief to enforce specifically the terms and provisions of this Limited Guarantee and to enforce the Guarantor's payment obligations hereunder, in each case without the necessity of proving actual damages or the inadequacy of any remedy at law, and without the necessity of posting any bond or other security or undertaking in connection therewith, in addition to any other remedy to which the Company may be entitled at law or in equity, subject in all cases to the Cap set forth in Section 1.3. Each party hereto agrees that it will not oppose the granting of any such equitable relief on the basis that the Company has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity.

Section 10.7 Interpretation.

The section headings and captions contained in this Limited Guarantee are for convenience of reference only and shall not affect in any way the meaning, construction, or interpretation of this Limited Guarantee. Unless the context otherwise requires: (a) the word "including" (and with correlative meaning "include" and "includes") means "including, without limitation"; (b) the words "herein," "hereof," "hereunder," and words of similar import refer to this Limited Guarantee as a whole and not to any particular provision of this Limited Guarantee; (c) references to "Section" refer to the applicable section of this Limited Guarantee; (d) references to the Merger Agreement include all exhibits, schedules, annexes, and disclosure letters thereto, and all amendments, restatements, modifications, and supplements thereof; (e) whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms; (f) the word "or" is disjunctive but not exclusive; and (g) all references to "$" or "Dollars" mean United States Dollars.

[Remainder of Page Intentionally Left Blank; Signature Pages Follow]

IN WITNESS WHEREOF, the undersigned has caused this Limited Guarantee to be duly executed and delivered as of the date first written above.

GUARANTOR:

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

ACKNOWLEDGED AND AGREED:

PENNFIELD HOLDINGS, INC.

By: ________

Name: Catherine Langford

Title: Chief Executive Officer

Date: April 7, 2025

ACKNOWLEDGED:

PINNACLE MERGER SUB, INC.

By: ________

Name: Jonah Whitfield

Title: Sole Director

Date: April 7, 2025

LIMITED GUARANTEE
Dated as of April 7, 2025
LIMITED GUARANTEE
April 7, 2025
This LIMITED GUARANTEE (this "Limited Guarantee") is made and entered into as of April 7, 2025, by Harrowgate Private Equity Fund IV LP, a Delaware limited partnership (the "Guarantor"), having its principal office at 1200 Market Street, Suite 3100, Wilmington, DE 19801, in favor of Pennfield Holdings, Inc., a Delaware corporation (the "Company"), having its principal office at 4500 Commerce Boulevard, Suite 800, Charlotte, NC 28202.
Capitalized terms used but not defined in this Limited Guarantee shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
RECITALS
WHEREAS, the Guarantor, Pinnacle Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Guarantor ("Merger Sub"), and the Company have entered into that certain Agreement and Plan of Merger, dated as of April 7, 2025 (as may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms, the "Merger Agreement"), which provides for the merger of Merger Sub with and into the Company (the "Merger"), with the Company surviving as a wholly owned subsidiary of the Guarantor, pursuant to a reverse triangular merger under Section 251 of the Delaware General Corporation Law;
WHEREAS, the aggregate merger consideration payable to the stockholders of the Company under the Merger Agreement is Nine Hundred Eighty Million Dollars ($980,000,000), representing Fifteen Dollars and Ninety-Five Cents ($15.95) per share of Company common stock on a fully diluted basis, based on 61,450,000 shares of Company common stock outstanding on a fully diluted basis as of the date hereof;
WHEREAS, the Guarantor is the sole stockholder of Merger Sub (Employer Identification Number: 93-4081562) and will directly benefit from the consummation of the transactions contemplated by the Merger Agreement, including the Merger;
WHEREAS, the Company has required, as a condition and material inducement to its willingness to enter into the Merger Agreement, that the Guarantor execute and deliver this Limited Guarantee in favor of the Company to guarantee certain payment obligations of Merger Sub under the Merger Agreement, and the Guarantor has agreed to deliver this Limited Guarantee to the Company in order to induce the Company to enter into the Merger Agreement; and
WHEREAS, the Guarantor is a Delaware limited partnership, the general partner of which is Harrowgate Capital Partners IV GP LLC, a Delaware limited liability company, and the investment manager of which is Harrowgate Capital Partners LLC, a Delaware limited liability company.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Guarantor, intending to be legally bound, hereby agrees as follows:
SECTION 1. THE GUARANTEE
Section 1.1 Guarantee.
The Guarantor hereby absolutely, unconditionally, and irrevocably guarantees to the Company, as primary obligor and not merely as surety, the due and punctual payment and performance of the Guaranteed Obligations (as defined in Section 1.2 below) of Merger Sub arising under the Merger Agreement, when and as the same shall become due and payable, whether at the stated date of payment, by acceleration, or otherwise, in accordance with the terms set forth in the Merger Agreement and this Limited Guarantee. This Limited Guarantee is a guarantee of payment and not merely of collection, and the Guarantor acknowledges and agrees that the Company shall not be required to first proceed against Merger Sub, pursue any other remedy or enforce any other right, or exhaust any remedy or right that the Company may have against Merger Sub or any other person or entity, including any remedy or right under the Merger Agreement or any ancillary agreement, before proceeding against the Guarantor under this Limited Guarantee. The Guarantor agrees that, upon any failure by Merger Sub to pay any of the Guaranteed Obligations when due and payable under the Merger Agreement, the Company may, at its election and in its sole discretion, demand payment of the Guaranteed Obligations directly from the Guarantor without any requirement to proceed first against Merger Sub or any other person.
Section 1.2 Guaranteed Obligations.
As used in this Limited Guarantee, the term "Guaranteed Obligations" means, collectively, the following payment obligations of Merger Sub under and pursuant to the Merger Agreement, subject to the Cap (as defined in Section 1.3 below):
(a) The obligation of Merger Sub to pay the Reverse Termination Fee in the amount of Fifty-Eight Million Eight Hundred Thousand Dollars ($58,800,000) (being 6.0% of the aggregate merger consideration of $980,000,000), payable by Merger Sub to the Company upon the terms and subject to the conditions set forth in the Merger Agreement, including without limitation upon (i) the failure of the Merger to be consummated due to a financing failure or the failure of the equity financing or debt financing contemplated by the Merger Agreement to be funded at or prior to the Closing, or (ii) a willful and material breach by Merger Sub or the Guarantor of their respective representations, warranties, covenants, or agreements under the Merger Agreement that gives rise to the Company's right to terminate the Merger Agreement and receive the Reverse Termination Fee;
(b) Any reimbursement, indemnification, or expense obligations of Merger Sub to the Company expressly set forth in the Merger Agreement that arise in connection with or as a result of the termination of the Merger Agreement, in each case to the extent such obligations are payable by Merger Sub to the Company pursuant to the express terms of the Merger Agreement; and
(c) Any amounts payable by Merger Sub to the Company as damages for willful and material breach by Merger Sub or the Guarantor of the Merger Agreement, including damages arising from a willful failure to consummate the Closing when required to do so under the terms of the Merger Agreement, subject in all cases to the Cap.
For the avoidance of doubt, the Guaranteed Obligations shall not include, and nothing in this Limited Guarantee shall be construed as a guarantee of, (x) the obligation of Merger Sub or the Guarantor to consummate the Merger or the other transactions contemplated by the Merger Agreement, (y) any equitable remedy, including specific performance, requiring consummation of the Merger or the funding of the equity or debt financing, except to the extent that the Merger Agreement expressly provides for specific performance to cause the equity financing contemplated by the Equity Commitment Letter (as defined in the Merger Agreement) to be funded in accordance with its terms, or (z) any obligation of Merger Sub or the Guarantor to the extent that such obligation does not arise under or pursuant to the Merger Agreement.
Section 1.3 Cap on Liability.
Notwithstanding anything to the contrary contained in this Limited Guarantee or in the Merger Agreement, the maximum aggregate liability of the Guarantor under this Limited Guarantee shall in no event exceed Fifty-Eight Million Eight Hundred Thousand Dollars ($58,800,000) (the "Cap"), which amount is equal to the Reverse Termination Fee. Under no circumstances shall the Company or any of its subsidiaries, affiliates, successors, assigns, or any person claiming by or through any of the foregoing, seek or be entitled to recover from the Guarantor, and the Guarantor shall not be required to pay, amounts in excess of the Cap in the aggregate, whether by or through attempted piercing of the corporate veil or limited partnership veil of the Guarantor or Merger Sub, by or through any claim by or on behalf of the Company or its affiliates against the Guarantor, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation, or applicable law, or otherwise. The Cap shall apply to the aggregate of all claims, demands, actions, causes of action, or proceedings that may be asserted against the Guarantor under this Limited Guarantee, including claims for the Reverse Termination Fee, any expense reimbursement obligations, and any damages obligations. Once the Guarantor has made payments under this Limited Guarantee in an aggregate amount equal to the Cap, the Guarantor shall have no further payment obligations under this Limited Guarantee, and this Limited Guarantee shall thereupon terminate and be of no further force or effect.
SECTION 2. NATURE OF GUARANTEE
Section 2.1 Unconditional Nature.
The obligations of the Guarantor under this Limited Guarantee are and shall be absolute, unconditional, and irrevocable, irrespective of, and the Guarantor hereby consents to, and agrees that its obligations hereunder shall not be released, diminished, impaired, reduced, or affected by, any of the following:
(a) the validity, regularity, legality, or enforceability of the Merger Agreement, any ancillary document delivered in connection therewith, or any provision of any of the foregoing;
(b) any amendment, modification, supplement, or waiver of, or any consent to departure from, the Merger Agreement or any ancillary agreement, whether or not consented to by the Guarantor, including any increase or decrease in the Guaranteed Obligations, any change in the time, manner, or place of payment of the Guaranteed Obligations, or any other modification of the terms of the Merger Agreement;
(c) any change in the corporate or legal existence, structure, constitution, or ownership of Merger Sub, including any merger, consolidation, reorganization, or dissolution of Merger Sub or any sale, lease, or transfer of any or all of the assets of Merger Sub;
(d) the bankruptcy, insolvency, receivership, dissolution, liquidation, winding up, or other similar proceeding of or affecting Merger Sub, or any resulting release, discharge, stay, or bar of any claim against Merger Sub, whether voluntarily or involuntarily commenced;
(e) any defense, set-off, counterclaim, or cross-claim that Merger Sub may have or assert against the Company, other than any defense of the Company's prior indefeasible receipt of payment in full of the Guaranteed Obligations;
(f) the impossibility or illegality of performance by Merger Sub of any of its obligations under the Merger Agreement;
(g) any failure of the Company to enforce any of its rights under the Merger Agreement or this Limited Guarantee; or
(h) any other act, omission, event, occurrence, or circumstance that might otherwise constitute a defense available to, or a legal or equitable discharge of, Merger Sub or a guarantor or surety (other than the indefeasible payment in full of the Guaranteed Obligations).
Section 2.2 Waivers by Guarantor.
The Guarantor hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law:
(a) any right to require the Company to proceed against Merger Sub, any other guarantor or surety, any other person, or any security or collateral before proceeding against the Guarantor under this Limited Guarantee, or to require that resort be had to any balance of any deposit account or credit on the books of the Company or any other person in favor of Merger Sub or any other person;
(b) any right to require the Company to pursue any other remedy in the Company's power whatsoever before proceeding against the Guarantor hereunder, including any right to require the Company to first seek recovery from Merger Sub or to exercise any right of set-off, combination of accounts, or other remedy against Merger Sub;
(c) any defense based upon, or arising by reason of, the statute of limitations applicable to the Guaranteed Obligations, to the extent that such defense would bar or limit any claim under this Limited Guarantee that could still be timely asserted against Merger Sub under the Merger Agreement;
(d) any right to the benefit of, and any defense based upon, diligence, presentment, demand of performance, filing of claims with a court in connection with insolvency or bankruptcy proceedings of Merger Sub, protest, notice of protest, notice of dishonor, notice of acceptance of this Limited Guarantee, notice of default under the Merger Agreement, and any requirement that the Company exhaust any right to take any action against Merger Sub, any other person, or any property before proceeding against the Guarantor hereunder;
(e) any defense arising by reason of any lack of authority of Merger Sub, or any officer, director, or representative thereof, to enter into the Merger Agreement, to perform the Guaranteed Obligations, or to carry out the transactions contemplated by the Merger Agreement, or any defense based on any claim that Merger Sub's obligations under the Merger Agreement exceed or are more burdensome than those of the Guarantor under this Limited Guarantee; and
(f) any defense based upon the Company's election of any remedy against the Guarantor or Merger Sub, including any election to proceed by judicial or non-judicial means, and any defense based upon any claim that the Company's remedies are impaired or inadequate.
Section 2.3 No Subrogation.
The Guarantor shall not exercise, and hereby irrevocably and unconditionally waives, until such time as the Guaranteed Obligations have been irrevocably and indefeasibly paid in full: (a) any and all rights of subrogation, contribution, reimbursement, exoneration, indemnification, or other recourse that the Guarantor may have or hereafter acquire against Merger Sub with respect to any amounts paid by the Guarantor pursuant to this Limited Guarantee; and (b) any and all rights to participate in any claim or remedy of the Company against Merger Sub, whether or not such claim, remedy, or right arises in equity or under contract, statute, or common law, including any right to participate in or benefit from any security or collateral given to the Company to secure payment of the Guaranteed Obligations or any other obligation owed to the Company. This waiver of subrogation, contribution, and related rights set forth in this Section 2.3 shall terminate automatically upon the indefeasible payment in full of all Guaranteed Obligations. If, notwithstanding the foregoing, any amount shall be paid to the Guarantor on account of any such subrogation, contribution, reimbursement, or similar rights at any time prior to the indefeasible payment in full of the Guaranteed Obligations, such amount shall be held in trust for the benefit of the Company and shall be promptly turned over to the Company in the exact form received (duly endorsed or assigned by the Guarantor to the Company, if required) to be applied to the payment of the Guaranteed Obligations, whether matured or unmatured, in such order as the Company may determine in its sole discretion.
SECTION 3. TERMINATION
Section 3.1 Termination Events.
This Limited Guarantee shall terminate and the Guarantor shall have no further obligations or liabilities hereunder, and this Limited Guarantee shall be of no further force or effect, upon the earliest to occur of the following:
(a) the Effective Time of the Merger (i.e., the consummation of the Closing under the Merger Agreement, as evidenced by the filing of the certificate of merger with the Secretary of State of the State of Delaware), at which time the obligations of the Guarantor hereunder shall automatically and without any further action be discharged, released, and terminated;
(b) the indefeasible payment in full of all Guaranteed Obligations by Merger Sub, the Guarantor, or any combination thereof, whereupon this Limited Guarantee shall automatically terminate;
(c) the valid termination of the Merger Agreement in accordance with its terms under circumstances where no Reverse Termination Fee or other Guaranteed Obligation is then due and payable, or will thereafter become due and payable, by Merger Sub to the Company; and
(d) September 30, 2025 (the "Outside Date"), provided that the Merger Agreement has been terminated prior to such date and no Guaranteed Obligation remains outstanding, due and payable, or accrued and unpaid as of such date.
Notwithstanding the foregoing, this Limited Guarantee shall survive the termination events described in clauses (c) and (d) above with respect to any Guaranteed Obligation that has accrued, become due and payable, or is the subject of a pending claim made in writing by the Company to the Guarantor in accordance with Section 8, in each case prior to such termination, and this Limited Guarantee shall remain in full force and effect with respect to such accrued or pending Guaranteed Obligation until such Guaranteed Obligation has been indefeasibly paid in full or is otherwise finally resolved (including by a final, non-appealable judgment of a court of competent jurisdiction). For purposes of this Section 3.1, a claim shall be deemed "pending" if the Company has delivered written notice of such claim to the Guarantor in accordance with Section 8 prior to the applicable termination date, regardless of whether such claim has been finally adjudicated or settled.
Section 3.2 Reinstatement.
If at any time any payment made by the Guarantor or Merger Sub in respect of any Guaranteed Obligation is rescinded, set aside, invalidated, declared to be fraudulent or preferential, or is otherwise required to be returned, restored, or repaid by the Guarantor or Merger Sub to any person for any reason whatsoever, including without limitation pursuant to any bankruptcy, insolvency, reorganization, receivership, or similar proceeding affecting the Guarantor, Merger Sub, or any other person, or pursuant to any settlement or compromise of any such proceeding, then the obligations of the Guarantor under this Limited Guarantee shall be reinstated and restored to the same extent as though the amount so rescinded, set aside, or returned had never been paid, and the Guarantor shall be liable for such reinstated amount as though such payment had never been made. The provisions of this Section 3.2 shall survive the termination of this Limited Guarantee.
SECTION 4. REPRESENTATIONS AND WARRANTIES OF THE GUARANTOR
The Guarantor hereby represents and warrants to the Company as of the date hereof as follows:
Section 4.1 Organization and Existence.
The Guarantor is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. The general partner of the Guarantor is Harrowgate Capital Partners IV GP LLC, a Delaware limited liability company, which is duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Guarantor has all necessary limited partnership power and authority to execute, deliver, and perform its obligations under this Limited Guarantee.
Section 4.2 Authorization.
The execution, delivery, and performance of this Limited Guarantee by the Guarantor have been duly authorized by all necessary action on the part of the Guarantor and its general partner, Harrowgate Capital Partners IV GP LLC. No other proceedings, approvals, consents, or authorizations on the part of the Guarantor, its general partner, or any of its limited partners are necessary to authorize the execution, delivery, or performance of this Limited Guarantee by the Guarantor or to make this Limited Guarantee a valid and binding obligation of the Guarantor enforceable against the Guarantor in accordance with its terms.
Section 4.3 Enforceability.
This Limited Guarantee constitutes a legal, valid, and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer, and other similar laws affecting creditors' rights generally from time to time in effect, and (b) general principles of equity, including principles of commercial reasonableness, good faith, and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).
Section 4.4 No Conflicts.
The execution, delivery, and performance of this Limited Guarantee by the Guarantor does not and will not: (a) violate, conflict with, or result in a breach of any provision of the Guarantor's Agreement of Limited Partnership, as amended, or the organizational documents (including the limited liability company agreement or certificate of formation) of its general partner, Harrowgate Capital Partners IV GP LLC; (b) violate any applicable law, statute, rule, regulation, order, judgment, injunction, or decree of any governmental authority binding upon or applicable to the Guarantor or any of its properties or assets; or (c) result in a breach of, or constitute a default (or an event that, with the giving of notice, the passage of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation, acceleration, or loss of any benefit under, any material agreement, contract, indenture, mortgage, lease, license, or other instrument to which the Guarantor is a party or by which the Guarantor or any of its properties or assets may be bound or affected.
Section 4.5 Financial Capacity.
The Guarantor has, and as of the date on which any payment under this Limited Guarantee becomes due and payable the Guarantor will have, sufficient financial capacity, available funds, and liquid assets to satisfy its obligations hereunder up to the full amount of the Cap. The Guarantor represents that the aggregate committed capital of the fund constituting the Guarantor is Four Billion Eight Hundred Million Dollars ($4,800,000,000) (2023 vintage), and that the Guarantor's uncalled capital commitments and available investment capacity are sufficient to enable it to satisfy all of its obligations under this Limited Guarantee when and as the same may become due and payable. The Guarantor has not incurred, and does not intend to incur, any obligation, indebtedness, or liability that would reasonably be expected to impair its ability to perform its payment obligations hereunder.
Section 4.6 No Litigation.
As of the date hereof, there are no actions, suits, claims, investigations, or proceedings pending before any court, arbitral body, governmental authority, or administrative agency, or, to the knowledge of the Guarantor, threatened in writing against the Guarantor or any of its properties or assets, that, individually or in the aggregate, would reasonably be expected to impair or adversely affect the ability of the Guarantor to perform its obligations under this Limited Guarantee or to consummate the transactions contemplated hereby.
SECTION 5. COVENANTS
Section 5.1 Maintenance of Existence.
The Guarantor covenants and agrees that, until the termination of this Limited Guarantee in accordance with Section 3, it shall maintain its existence as a limited partnership duly organized and validly existing under the laws of the State of Delaware. Without limiting the generality of the foregoing, the Guarantor shall not dissolve, liquidate, or wind up its affairs, or merge or consolidate with any other person or entity, or sell, transfer, convey, assign, or otherwise dispose of all or substantially all of its assets, or take any action to facilitate, or fail to take any action that would prevent, any of the foregoing, if such action or inaction would reasonably be expected to impair the ability of the Guarantor to satisfy the Guaranteed Obligations hereunder. The foregoing shall not be construed to prohibit the Guarantor from making distributions to its limited partners, entering into investments in the ordinary course, or taking other actions consistent with its ordinary business activities, in each case to the extent that such actions do not impair the Guarantor's ability to satisfy the Guaranteed Obligations up to the Cap.
Section 5.2 Notice of Material Events.
The Guarantor shall promptly (and in any event within five (5) business days) notify the Company in writing of: (a) any event, condition, circumstance, or development that has occurred or that the Guarantor reasonably believes is likely to occur and that would reasonably be expected to result in the inability of the Guarantor to perform its obligations under this Limited Guarantee or to pay the Guaranteed Obligations up to the Cap; (b) any pending or, to the knowledge of the Guarantor, threatened action, suit, claim, or proceeding against the Guarantor or any of its affiliates that would reasonably be expected to materially and adversely affect the Guarantor's financial condition or its ability to perform its obligations hereunder; and (c) any material default or breach by the Guarantor under any agreement or instrument to which it is a party or by which its assets are bound, to the extent such default or breach would reasonably be expected to impair the Guarantor's ability to satisfy the Guaranteed Obligations.
Section 5.3 No Transfer of Obligations.
The Guarantor shall not assign, delegate, or otherwise transfer, in whole or in part, its obligations, rights, or interests under this Limited Guarantee to any person or entity without the prior written consent of the Company, which consent may be withheld, conditioned, or delayed in the Company's sole and absolute discretion. Any purported assignment, delegation, or transfer of the Guarantor's obligations under this Limited Guarantee without such prior written consent of the Company shall be null and void and of no force or effect, and shall not relieve the Guarantor of any of its obligations hereunder.
SECTION 6. NO RECOURSE AGAINST NON-PARTY AFFILIATES
Section 6.1 Limited Recourse.
Notwithstanding anything to the contrary contained in this Limited Guarantee, the Merger Agreement, or any other agreement or instrument delivered in connection herewith or therewith, the Company hereby acknowledges and agrees, on behalf of itself and its subsidiaries, affiliates, successors, and assigns, that:
(a) the Company has no right of recovery under this Limited Guarantee against, and no personal liability shall attach to, any former, current, or future direct or indirect equity holder, controlling person, member, partner (whether general or limited, other than the Guarantor in its capacity as guarantor hereunder), manager, director, officer, employee, agent, representative, financing source, affiliate, assignee, or successor of the Guarantor (other than Merger Sub in its capacity as a party to the Merger Agreement), of the general partner of the Guarantor (Harrowgate Capital Partners IV GP LLC), or of the investment manager of the Guarantor (Harrowgate Capital Partners LLC) (each such person or entity, a "Non-Party Affiliate" and, collectively, the "Non-Party Affiliates"); and
(b) no Non-Party Affiliate shall have any personal liability whatsoever for any obligations or liabilities of the Guarantor arising under or relating to this Limited Guarantee, or for any claim (whether in tort, contract, equity, or otherwise) based on, arising out of, or related to this Limited Guarantee, the Merger Agreement, or the transactions contemplated hereby or thereby, and the Company hereby irrevocably and unconditionally waives and releases all such claims, actions, causes of action, and liabilities against each Non-Party Affiliate.
The provisions of this Section 6.1 are expressly intended for the benefit of, and shall be enforceable by, each Non-Party Affiliate, including without limitation the individuals named as principals and senior professionals of the Guarantor's investment manager, Harrowgate Capital Partners LLC, including Nathaniel Cross, Rebecca Talmadge, and Jonah Whitfield, and each other Non-Party Affiliate, each of whom is an express intended third-party beneficiary of this Section 6.1. This Section 6.1 shall not limit any liability of Merger Sub under the Merger Agreement to the extent expressly set forth therein, and the Company's rights and remedies against Merger Sub under the Merger Agreement shall not be affected or limited by this Section 6.1.
Section 6.2 Exclusive Remedy.
The Company's sole and exclusive remedy against the Guarantor under, in connection with, or arising out of this Limited Guarantee or the transactions contemplated by the Merger Agreement shall be limited to the payment of the Guaranteed Obligations, subject to and not in excess of the Cap, and the Company hereby irrevocably and unconditionally waives and releases any and all other claims, remedies, rights, or causes of action (whether at law, in equity, in tort, in contract, by statute, or otherwise) against the Guarantor, except as expressly provided herein. Without limiting the generality of the foregoing, the Company shall not be entitled to seek or recover from the Guarantor any punitive, exemplary, consequential, or speculative damages in connection with this Limited Guarantee. Nothing in this Section 6.2 shall limit the Company's right to seek specific performance of the Guarantor's payment obligations under this Limited Guarantee, subject to and not in excess of the Cap.
SECTION 7. AMENDMENTS, WAIVERS, AND CONSENTS
This Limited Guarantee may not be amended, modified, restated, or supplemented in any respect except by a written instrument duly executed by each of the Guarantor and the Company. No waiver by the Company of any provision of this Limited Guarantee, or consent by the Company to any departure by the Guarantor from the terms hereof, shall be effective unless such waiver or consent is set forth in a written instrument duly executed by the Company, and any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which it is given. No failure or delay by the Company in exercising any right, power, or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any right, power, or remedy hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. All rights, powers, and remedies of the Company under this Limited Guarantee are cumulative and are not exclusive of any other rights, powers, or remedies that may be available to the Company at law or in equity.
SECTION 8. NOTICES
All notices, demands, requests, claims, consents, waivers, and other communications required or permitted under this Limited Guarantee shall be in writing and shall be deemed to have been duly given or made: (a) when delivered by hand (with written confirmation of receipt); (b) when sent by a nationally recognized overnight courier service (with proof of delivery); or (c) when sent by email transmission (with confirmation of receipt by the addressee, which confirmation may be by email), in each case addressed to the intended recipient at the address or email address set forth below (or at such other address or email address as such party may designate by written notice to the other parties in accordance with this Section 8):
If to the Guarantor:
Harrowgate Private Equity Fund IV LP 1200 Market Street, Suite 3100 Wilmington, DE 19801
Attention: Nathaniel Cross, Managing Partner
Email: n.cross@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 Company:
Pennfield Holdings, Inc. 4500 Commerce Boulevard, Suite 800 Charlotte, NC 28202
Attention: Patricia Okafor, General Counsel & Corporate Secretary
Email: p.okafor@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
Any party hereto may change its address or email address for purposes of this Section 8 by giving written notice of such change to the other parties in accordance with this Section 8.
SECTION 9. GOVERNING LAW; JURISDICTION; WAIVER OF JURY TRIAL
Section 9.1 Governing Law.
This Limited Guarantee and any claim, controversy, dispute, or cause of action (whether in contract, tort, or otherwise) based upon, arising out of, or relating to this Limited Guarantee and the negotiation, execution, or performance hereof shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law rule or provision (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 9.2 Jurisdiction.
Each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, solely to the extent that 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 Wilmington, Delaware, or any state court of the State of Delaware sitting in Wilmington, Delaware), for the purposes of any action, suit, proceeding, or claim arising out of or relating to this Limited Guarantee or the transactions contemplated hereby, and each of the parties hereto agrees not to commence any such action, suit, proceeding, or claim except in such courts. Each of the parties hereto irrevocably and unconditionally 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 Limited Guarantee: (a) any claim that it is not personally subject to the jurisdiction of such courts for any reason other than the failure to serve process in accordance with applicable law; (b) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment, or otherwise); and (c) any claim that (i) the action, suit, or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such action, suit, or proceeding is improper, or (iii) this Limited Guarantee or the subject matter hereof may not be enforced in or by such courts. Each of the parties hereto further agrees that service of process, summons, notice, or other document in compliance with the notice provisions set forth in Section 8 hereof shall be effective service of process for any action, suit, or proceeding brought in any such court.
Section 9.3 Waiver of Jury Trial.
EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY) ARISING OUT OF OR RELATING TO THIS LIMITED GUARANTEE OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY SUCH ACTION, SUIT, OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS LIMITED GUARANTEE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 9.3.
SECTION 10. GENERAL PROVISIONS
Section 10.1 Entire Agreement.
This Limited Guarantee, together with the Merger Agreement (including the Equity Commitment Letter dated March 27, 2025, between the Guarantor and Merger Sub, and the ancillary agreements, exhibits, schedules, and annexes contemplated thereby), constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, representations, warranties, undertakings, commitments, offers, contracts, agreements, arrangements, understandings, and writings (whether written or oral) with respect to such subject matter. No prior draft of this Limited Guarantee and no parol evidence shall be admissible to vary, contradict, or supplement the terms hereof.
Section 10.2 Severability.
If any provision of this Limited Guarantee is held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Limited Guarantee, and this Limited Guarantee shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein, so long as the economic and legal substance of the transactions contemplated hereby are not affected in any manner materially adverse to any party hereto. In the event of any such determination, the parties hereto shall negotiate in good faith to modify this Limited Guarantee so as to give effect to the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.
Section 10.3 Counterparts.
This Limited Guarantee may be executed in one or more counterparts, each of which when so executed shall be deemed to be 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 Limited Guarantee by electronic transmission, including by facsimile or by email in portable document format (PDF) or any similar format, shall be effective as delivery of a manually executed counterpart of this Limited Guarantee. No party hereto shall raise the use of electronic transmission to deliver a signature or the fact that any signature was transmitted or communicated through the use of electronic transmission as a defense to the formation or enforceability of a contract, and each party hereto forever waives any such defense.
Section 10.4 Successors and Assigns.
This Limited Guarantee shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. The Company may not assign its rights or obligations under this Limited Guarantee without the prior written consent of the Guarantor, except that the Company may, without the Guarantor's consent, assign its rights (but not its obligations) under this Limited Guarantee to a successor entity in connection with a merger, consolidation, or sale of all or substantially all of the assets of the Company. The Guarantor may not assign its rights or obligations under this Limited Guarantee without the prior written consent of the Company in accordance with Section 5.3. Any purported assignment in violation of this Section 10.4 shall be null and void and of no force or effect.
Section 10.5 Third-Party Beneficiaries.
Except as expressly set forth in Section 6.1 (with respect to Non-Party Affiliates), no person or entity other than the parties hereto shall have any rights, claims, or remedies under, or by virtue of, this Limited Guarantee. The Non-Party Affiliates identified in Section 6.1 are express intended third-party beneficiaries of, and shall be entitled to enforce, the provisions of Section 6.1 and any other provisions of this Limited Guarantee that are expressly stated to be for their benefit. No other provision of this Limited Guarantee is intended to, or shall, confer upon any person or entity other than the parties hereto and the Non-Party Affiliates any rights or remedies hereunder.
Section 10.6 Specific Performance.
The Company shall be entitled to seek an injunction or injunctions, specific performance, or other equitable relief to enforce specifically the terms and provisions of this Limited Guarantee and to enforce the Guarantor's payment obligations hereunder, in each case without the necessity of proving actual damages or the inadequacy of any remedy at law, and without the necessity of posting any bond or other security or undertaking in connection therewith, in addition to any other remedy to which the Company may be entitled at law or in equity, subject in all cases to the Cap set forth in Section 1.3. Each party hereto agrees that it will not oppose the granting of any such equitable relief on the basis that the Company has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity.
Section 10.7 Interpretation.
The section headings and captions contained in this Limited Guarantee are for convenience of reference only and shall not affect in any way the meaning, construction, or interpretation of this Limited Guarantee. Unless the context otherwise requires: (a) the word "including" (and with correlative meaning "include" and "includes") means "including, without limitation"; (b) the words "herein," "hereof," "hereunder," and words of similar import refer to this Limited Guarantee as a whole and not to any particular provision of this Limited Guarantee; (c) references to "Section" refer to the applicable section of this Limited Guarantee; (d) references to the Merger Agreement include all exhibits, schedules, annexes, and disclosure letters thereto, and all amendments, restatements, modifications, and supplements thereof; (e) whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms; (f) the word "or" is disjunctive but not exclusive; and (g) all references to "$" or "Dollars" mean United States Dollars.
[Remainder of Page Intentionally Left Blank; Signature Pages Follow]
IN WITNESS WHEREOF, the undersigned has caused this Limited Guarantee to be duly executed and delivered as of the date first written above.
GUARANTOR:
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
ACKNOWLEDGED AND AGREED:
PENNFIELD HOLDINGS, INC.
By: ________
Name: Catherine Langford
Title: Chief Executive Officer
Date: April 7, 2025
ACKNOWLEDGED:
PINNACLE MERGER SUB, INC.
By: ________
Name: Jonah Whitfield
Title: Sole Director
Date: April 7, 2025

LIMITED GUARANTEE

LIMITED GUARANTEE

RECITALS

SECTION 1. THE GUARANTEE

SECTION 2. NATURE OF GUARANTEE

SECTION 3. TERMINATION

SECTION 4. REPRESENTATIONS AND WARRANTIES OF THE GUARANTOR

SECTION 5. COVENANTS

SECTION 6. NO RECOURSE AGAINST NON-PARTY AFFILIATES

SECTION 7. AMENDMENTS, WAIVERS, AND CONSENTS

SECTION 8. NOTICES

SECTION 10. GENERAL PROVISIONS

GUARANTOR:

HARROWGATE PRIVATE EQUITY FUND IV LP

ACKNOWLEDGED AND AGREED:

PENNFIELD HOLDINGS, INC.

ACKNOWLEDGED:

PINNACLE MERGER SUB, INC.

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