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CONFIDENTIAL — INTERNAL FIRM USE ONLY

CONFLICT CHECK MEMORANDUM

CALDERWOOD & HARKNESS LLP 1301 Avenue of the Americas, 40th Floor New York, New York 10019

Date: April 11, 2022

To: Office of the General Counsel, Calderwood & Harkness LLP

From: Leonard Cross, Responsible Partner, Tax Department Sylvia Hartwell, Billing Partner, Tax Department

Re: Conflict Check — Proposed Engagement for Harrowgate Private Equity Fund IV, L.P. / Veldran Industries Holdings, Inc. Spin-Off Tax Opinion

Engagement Number: 1003-00005

Matter Code: HRW-SPIN-001

Section 1: Nature of Proposed Engagement

Calderwood & Harkness LLP has been asked to serve as tax counsel to Harrowgate Private Equity Fund IV, L.P. ("HPE Fund IV") and Veldran Industries Holdings, Inc. ("Veldran") in connection with a proposed tax-free spin-off of Veldran's Precision Flow Solutions Division into a newly formed entity, Meridian Flow Technologies, Inc. ("Meridian" or "SpinCo"). The proposed engagement encompasses the analysis and evaluation of a complex series of internal restructuring steps and a subsequent pro rata distribution transaction that will separate Veldran's two principal business segments into independent publicly traded or privately held companies.

The scope of the engagement is to render a "should" level tax opinion that the proposed pro rata distribution of 100% of the common stock of Meridian to the shareholders of Veldran qualifies as a tax-free distribution under Section 355 of the Internal Revenue Code of 1986, as amended (the "Code"), in conjunction with a reorganization described in Section 368(a)(1)(D) of the Code. The opinion will address, among other matters, the satisfaction of the statutory requirements of Section 355 (including the active trade or business requirement under Section 355(b), the device and business purpose requirements, the continuity-of-interest and continuity-of-business-enterprise requirements applicable to the reorganization, and the application of Section 355(e) in light of HPE Fund IV's controlling interest in Veldran). The opinion will also address the tax consequences to Veldran as the distributing corporation, to Meridian as the controlled corporation, and to the shareholders of Veldran receiving the Meridian common stock in the distribution.

No private letter ruling is being sought from the Internal Revenue Service in connection with the proposed spin-off transaction. The Calderwood & Harkness opinion will serve as the sole tax assurance for the transaction. This is consistent with current market practice for spin-off transactions of this size and complexity, though it underscores the importance and the heightened responsibility associated with the opinion to be rendered by the firm. The engagement team is aware that the opinion will be relied upon by the board of directors of Veldran, by the general partner and investment advisor of HPE Fund IV, and potentially by lenders and other transaction participants, subject to customary reliance limitations set forth in the opinion letter itself.

The engagement letter is expected to be executed on April 11, 2022, concurrent with the approval of this conflict check memorandum. The proposed fee arrangement is hourly billing at the rates set forth in Section 6 below, with estimated total fees in the range of $850,000 to $1,200,000, depending on the ultimate complexity of the restructuring steps, the number of opinion drafts required, and the extent to which the engagement team is required to coordinate with coordinating counsel, company counsel, and the financial advisor on transaction structure and documentation. The fee estimate has been communicated to Christine Yeung, General Counsel of Harrowgate Capital Advisors LLC, and has been approved by Ms. Yeung on behalf of the client.

Section 2: Identification of Client

The client of record for purposes of this engagement is as follows:

Client of Record: Harrowgate Private Equity Fund IV, L.P.

• Entity Type: Delaware limited partnership

• Employer Identification Number (EIN): 84-3291067

• Registered Address: 1209 Orange Street, Wilmington, Delaware 19801

• Principal Office: 600 Lexington Avenue, 38th Floor, New York, New York 10022

• Fund Size: $6.8 billion (vintage 2018)

• Client Contact: Christine Yeung, General Counsel, Harrowgate Capital Advisors LLC

HPE Fund IV is the controlling shareholder of Veldran, holding approximately 62.4% of Veldran's outstanding common stock indirectly through Harrowgate Veldran Holdings LLC, a wholly owned subsidiary of HPE Fund IV. The engagement letter designates HPE Fund IV as the primary client, with Veldran Industries Holdings, Inc. as a co-client for purposes of the tax opinion engagement, as further discussed in Section 4 below regarding dual representation considerations.

The client contact for day-to-day engagement matters is Christine Yeung, who serves as General Counsel of Harrowgate Capital Advisors LLC, the investment advisor and manager of HPE Fund IV. Ms. Yeung has authority to direct the engagement on behalf of HPE Fund IV and has confirmed that Philip Crundell, General Counsel of Veldran Industries Holdings, Inc., will serve as the primary contact on behalf of Veldran for purposes of this matter.

Section 3: Parties Screened for Conflicts

All of the following entities and individuals have been submitted to the firm's Conflict Management System ("CMS") for screening. This memorandum organizes the screened parties by category in accordance with firm conflict-checking protocols. Each entity has been assigned a sequential reference number for ease of identification throughout this memorandum.

3.1 Client Entities and Affiliates

The following entities constitute the Harrowgate fund complex entities that are relevant to this engagement. Each entity has been individually screened.

Harrowgate Capital Partners IV GP LLC (entity #2) serves as the general partner of HPE Fund IV and is the entity through which the fund exercises governance and investment decision-making authority. Harrowgate Capital Advisors LLC (entity #3) is the registered investment adviser that manages the fund's investments and employs the principals listed in Section 3.2 below. Harrowgate Veldran Holdings LLC (entity #4) is a single-purpose holding vehicle through which HPE Fund IV holds its controlling equity stake in Veldran.

3.2 Key Individuals — Harrowgate

The following individuals are senior professionals affiliated with the Harrowgate fund complex who are material to this engagement and have been individually screened.

Diana Fenn (individual #6) occupies a dual role as both Managing Partner and Chief Investment Officer of Harrowgate Capital Advisors LLC and Board Chair of Veldran Industries Holdings, Inc. This dual role is typical of controlled-company structures in the private equity context but has been flagged for the engagement team's awareness in connection with the dual representation analysis set forth in Section 4 below.

3.3 Portfolio Company — Distributing Corporation

The following additional information has been gathered for purposes of this conflict check and to provide context for the engagement:

• Principal Office: 2400 Commerce Park Drive, Suite 500, Charlotte, North Carolina 28217

• Industry: Diversified industrial products and engineered materials

• FY2021 Revenue: $2.34 billion

• FY2021 EBITDA: $418 million

• Business Segments: Two principal operating divisions:

• Engineered Coatings Division (approximately $1.52 billion in FY2021 revenue), which will remain within Veldran following the spin-off and will constitute the continuing operations of the distributing corporation

• Precision Flow Solutions Division (approximately $820 million in FY2021 revenue), which will be contributed to Meridian (SpinCo) and distributed to Veldran shareholders in the proposed spin-off transaction

• Capital Structure:

• 74,500,000 shares of common stock outstanding (no preferred stock outstanding)

• $1.1 billion First Lien Term Loan B credit facility (Ashfield National Bank, N.A., as administrative agent)

• $450 million 6.250% Senior Unsecured Notes due 2027 (Colton Trust Company, as indenture trustee)

The capital structure of Veldran is relevant to the engagement because the existing debt instruments may impose restrictions on the spin-off transaction, may require consent or amendment, and the allocation of debt between Veldran and Meridian in connection with the spin-off will have implications for the tax analysis, including the application of Section 357 and the treatment of any cash or property distributed in connection with the spin-off.

3.4 Key Individuals — Veldran

The following individuals are officers and senior executives of Veldran Industries Holdings, Inc. and its Precision Flow Solutions Division who are material to this engagement.

Sandra Waverly (individual #13) and Derek Okonkwo (individual #14) are currently officers of the Precision Flow Solutions Division and are planned to serve as the CEO and CFO, respectively, of Meridian upon completion of the spin-off. Their roles on both sides of the separation have been noted for the engagement team's awareness, although they are not individually clients of the firm.

3.5 Controlled Corporation — SpinCo (Planned)

The following additional information concerning Meridian has been provided by the client for purposes of this memorandum:

• Planned Principal Office: 7100 Northlake Parkway, Suite 300, Tucker, Georgia 30084

• Business: Design, manufacture, and sale of precision fluid-control systems for industrial, petrochemical, and water-infrastructure end markets

• Pro Forma FY2021 Revenue: $820 million

• Pro Forma FY2021 EBITDA: $133 million

Meridian has not yet been incorporated. It is anticipated that the entity will be formed as a Delaware corporation shortly after the engagement is opened and that Calderwood & Harkness will be asked to coordinate with Whitfield & Gage LLP on the timing and structuring of the internal contribution and distribution steps. For purposes of the conflict check, the entity has been screened based on its planned name and all known aliases or variations thereof.

3.6 Other Shareholders and Historical Transaction Counterparties

The following entities and individuals are shareholders of Veldran or historical transaction counterparties that are relevant to the conflict analysis.

Prescott Capital Management LP (entity #16) is the largest minority shareholder of Veldran, holding approximately 14.8% of the outstanding common stock. The spin-off transaction will directly affect Prescott's investment in Veldran, as Prescott will receive Meridian shares pro rata in the distribution. Andrew Kessler (individual #17) is the Managing Partner of Prescott Capital Management LP and has been individually screened.

Greystone Partners Fund III LP (entity #18) was the prior controlling shareholder of Veldran prior to its acquisition by HPE Fund IV. Greystone was squeezed out in a merger transaction completed on September 20, 2019. Although Greystone is no longer a shareholder of Veldran, it is a historical counterparty and has been screened to confirm that no prior or current Calderwood & Harkness representation of Greystone could give rise to a successive-client conflict or a duty-of-loyalty concern.

Kestrel Precision Controls, Inc. (entity #19) is a Georgia corporation that was acquired by Veldran on June 7, 2019 for a purchase price of $295 million. Kestrel was folded into the Precision Flow Solutions Division and now constitutes a significant component of the business that will be contributed to Meridian in the spin-off. The Kestrel acquisition is relevant to the tax analysis because the acquisition history and the integration of Kestrel into the Precision Flow Solutions Division bear on the active trade or business analysis under Section 355(b) and, potentially, on the application of Section 355(e) depending on the facts regarding plan or series of related transactions. Rennick Industrial Partners Fund II LP (entity #20) was the seller of Kestrel and has been screened as a historical counterparty.

3.7 Opposing and Co-Counsel Law Firms

The following law firms are serving as outside counsel to various parties in connection with the proposed spin-off transaction and have been screened.

The following key individuals at each firm have been individually screened:

• Whitfield & Gage LLP: Nathan Whitfield (Senior Partner); Priya Chandrasekar (Partner); Ross Halverson (Counsel)

• Thornapple McCord LLP: Elaine Thornapple (Founding Partner); David Ochoa (Partner)

Whitfield & Gage LLP is serving as coordinating counsel for the spin-off on behalf of Harrowgate and will be responsible for the overall transaction structure, the negotiation and drafting of the Separation Agreement, Tax Sharing Agreement, Transition Services Agreement, Employee Matters Agreement, and other ancillary transaction documents. Calderwood & Harkness's role is limited to tax opinion work and related tax structuring advice, and the firm will coordinate closely with the Whitfield & Gage team on matters where the tax analysis intersects with the transaction documentation.

Thornapple McCord LLP has been retained as separate corporate counsel to Veldran Industries Holdings, Inc. given the controlled-company dynamic. The retention of separate counsel for Veldran on corporate governance matters is an important component of the overall conflict management framework for this transaction, as discussed further in Section 4 below.

3.8 Financial Institutions and Agents

The following financial institutions are parties to Veldran's existing financing arrangements or are serving as financial advisors in connection with the proposed spin-off.

The following key individuals at these institutions have been individually screened:

• Ashfield National Bank, N.A.: Margaret Tsao (Managing Director, Leveraged Finance)

• Brackenridge & Co.: Samuel Ng (Managing Director, Industrials Group)

Ashfield National Bank, N.A. is screened because the proposed spin-off will likely require consent, amendment, or refinancing of the existing First Lien Term Loan B credit facility. Similarly, Colton Trust Company, as indenture trustee under the Senior Unsecured Notes, is screened because the spin-off may trigger provisions in the indenture relating to fundamental changes, mergers, or dispositions of assets. Brackenridge & Co. is serving as financial advisor to Harrowgate and the Veldran Board and may provide a fairness opinion or solvency opinion in connection with the transaction.

3.9 Accounting / Tax Advisory Firms

The following accounting and tax advisory firms are relevant to the proposed engagement and have been screened.

The following key individuals at these firms have been individually screened:

• Pemberton Rathbone LLP: Lisa Engstrom (Partner, Audit & Assurance); Harold Weiss (Partner, Tax)

• Dunmore Havens & Associates LLC: Irene Salcedo (Principal)

Pemberton Rathbone LLP, as the independent auditors and tax-return preparers for Veldran, will be a significant source of factual information for the Calderwood & Harkness engagement team. The engagement team anticipates relying on representations and certifications from Pemberton Rathbone regarding the historical financial and tax reporting of Veldran's two business segments, which will be relevant to the active trade or business analysis under Section 355(b).

Dunmore Havens & Associates LLC is screened because it serves as tax advisor to Prescott Capital Management LP, the largest minority shareholder of Veldran. While Prescott is not a party to the engagement, it is conceivable that Prescott or its tax advisor may seek to review or comment on the tax opinion or the Tax Sharing Agreement provisions that affect minority shareholders.

Section 4: Transaction Context and Potential Conflict Considerations

This section sets forth the engagement team's analysis of the potential conflict considerations associated with the proposed engagement, including the dual representation of HPE Fund IV and Veldran and the relationships among the various screened parties.

Dual Representation Note. Calderwood & Harkness is being engaged to serve as tax counsel to both HPE Fund IV (the controlling shareholder, through Harrowgate Veldran Holdings LLC) and Veldran Industries Holdings, Inc. (the portfolio company and distributing corporation in the proposed spin-off). The interests of these parties are generally aligned in seeking tax-free qualification of the spin-off under Section 355 and Section 368(a)(1)(D) of the Code. Both parties benefit from the avoidance of a taxable gain at the corporate level and from the tax-free treatment of the distribution to shareholders. However, the engagement team has carefully considered whether any divergence of interest could arise, and has identified the following areas warranting attention:

(a) Section 355(e) Gain Recognition. Section 355(e) of the Code imposes corporate-level gain on the distributing corporation if the distribution is part of a plan (or series of related transactions) pursuant to which one or more persons acquire directly or indirectly a 50% or greater interest in either the distributing corporation or the controlled corporation. HPE Fund IV's acquisition of its controlling interest in Veldran in 2019 is a prior acquisition that, depending on the facts, could be viewed as part of a plan or series of related transactions that includes the spin-off. Any Section 355(e) gain would be recognized by Veldran at the corporate level, but the economic burden of such gain would fall disproportionately on HPE Fund IV as the holder of 62.4% of the outstanding common stock (through reduced value attributable to the resulting tax liability). The engagement team will need to analyze whether HPE Fund IV's acquisition and the spin-off are part of a plan within the meaning of Treasury Regulation § 1.355-7, and the conclusions reached in this analysis could, in theory, create a tension between the interests of the controlling shareholder and the company itself.

(b) Tax Indemnification Provisions. The proposed Separation Agreement and Tax Sharing Agreement between Veldran and Meridian will contain tax indemnification provisions allocating responsibility for pre-spin taxes, post-spin taxes, and taxes arising from a failure of the spin-off to qualify under Section 355. The allocation of these indemnification obligations between Veldran and Meridian is a matter that affects the relative economic positions of shareholders of the two companies post-spin. To the extent HPE Fund IV has differing preferences regarding the allocation of indemnification risk (for example, because of the timing of expected fund monetization events), there is a potential for divergence from the interests of Veldran as an entity. However, Calderwood & Harkness's role is limited to rendering the tax opinion and advising on the tax structuring of the transaction; the negotiation of the commercial terms of the Tax Sharing Agreement is the province of Whitfield & Gage LLP and Thornapple McCord LLP as corporate counsel.

(c) Business Purpose Analysis. The Section 355 tax opinion requires the engagement team to identify and evaluate the business purposes for the spin-off transaction. HPE Fund IV's fund-level objectives — which may include facilitating a monetization event, achieving portfolio diversification, or creating separate acquisition currencies — may overlap with but are not identical to Veldran's corporate-level business purposes, which might include operational focus, capital allocation efficiency, or management incentive alignment. The engagement team will need to ensure that the business purposes relied upon in the opinion are genuine, non-federal-tax business purposes of the distributing corporation (Veldran), and the team is aware that reliance on purely fund-level or shareholder-level objectives would not satisfy the business purpose requirement as applied at the corporate level.

The engagement letter dated April 11, 2022 addresses this dual representation with appropriate disclosures. Both HPE Fund IV (through Christine Yeung on behalf of Harrowgate Capital Advisors LLC) and Veldran Industries Holdings, Inc. (through Philip Crundell, General Counsel) have been informed of the dual representation and the potential areas of divergence described above. Both parties have provided informed written consent to the dual representation in accordance with the applicable Rules of Professional Conduct.

Thornapple McCord as Separate Counsel. Veldran has retained Thornapple McCord LLP as separate corporate counsel given the controlled-company dynamic. This retention is significant from a conflict management perspective because it ensures that Veldran has independent legal advice on the corporate governance aspects of the spin-off transaction — including the fiduciary duties of the Veldran board of directors (the majority of which are designees of HPE Fund IV), the fairness of the transaction to minority shareholders, and the negotiation of the Separation Agreement and related transaction documents between Veldran and Meridian. The retention of Thornapple McCord as separate counsel substantially mitigates potential conflicts in the corporate governance dimensions of the transaction and confines Calderwood & Harkness's role to the tax opinion and related tax structuring matters, where the interests of HPE Fund IV and Veldran are more closely aligned.

Prescott Capital / Dunmore Havens. Prescott Capital Management LP (entity #16), holding 14.8% of Veldran's outstanding common stock, and its tax advisor Dunmore Havens & Associates LLC (entity #27), are not clients of Calderwood & Harkness LLP. No adverse representation of or against these parties has been identified in the conflict search. Prescott is not a party to the engagement and is not expected to be a recipient of the Calderwood & Harkness tax opinion. However, the engagement team notes that Prescott is a significant minority shareholder whose interests are directly affected by the tax treatment of the spin-off and by the terms of the Tax Sharing Agreement. The engagement team does not believe that Prescott's shareholder status gives rise to a conflict of interest with respect to the proposed engagement, as Calderwood & Harkness owes no duty to Prescott, and the interests of all Veldran shareholders are generally aligned with respect to the tax-free qualification of the spin-off.

Historical Counterparties. Greystone Partners Fund III LP (entity #18), the prior controlling shareholder of Veldran that was squeezed out in the September 20, 2019 merger, and Rennick Industrial Partners Fund II LP (entity #20), the seller of Kestrel Precision Controls, Inc. to Veldran in June 2019, are historical transaction counterparties. Any prior or current Calderwood & Harkness representations involving these entities have been checked. No current or prior representations of or adverse to either Greystone Partners Fund III LP or Rennick Industrial Partners Fund II LP have been identified. The engagement team is satisfied that the historical transactions involving these entities do not give rise to any successive-client conflicts, duty-of-loyalty concerns, or other ethical impediments to the proposed engagement.

Section 5: Conflict Search Results

The following summarizes the results of the conflict search conducted by the firm's Conflicts Department.

• Database Searched: Calderwood & Harkness LLP Conflict Management System (CMS), including all current representations, closed matters within the firm's retention period, and lateral-hire conflict data

• Date of Search: April 8, 2022

• Search Conducted By: Conflicts Department, New York Office

• Parties Searched: All twenty-seven (27) entities and all associated individuals listed in Section 3 above, including all name variations, d/b/a names, former names, and aliases identified during the screening process

Results: No conflicts identified.

The Conflicts Department has confirmed the following specific findings:

• No current representations adverse to any screened party have been identified in the CMS database.

• No prior representations of any screened party have been identified that would create a successive-client conflict or a duty-of-loyalty concern under the applicable Rules of Professional Conduct.

• No material relationships with any screened party have been identified that would require disclosure beyond the dual-representation disclosure already addressed in the engagement letter dated April 11, 2022.

• Specifically confirmed: Calderwood & Harkness has no current or recent representations of Greystone Partners Fund III LP (entity #18), Rennick Industrial Partners Fund II LP (entity #20), Prescott Capital Management LP (entity #16), or Dunmore Havens & Associates LLC (entity #27). None of these entities appear in the CMS database as current clients, former clients, or adversaries in any matter.

• Specifically confirmed: Calderwood & Harkness has no current representations adverse to Ashfield National Bank, N.A. (entity #23), Colton Trust Company (entity #24), or Brackenridge & Co. (entity #25) that would bear on this engagement. While the firm may have unrelated representations involving one or more of these financial institutions, no such representations involve subject matter related to the Veldran spin-off or the Harrowgate fund complex, and no current adverse positioning has been identified.

• The Conflicts Department has confirmed that no member of the proposed engagement team (as listed in Section 6 below) has any personal conflict with any screened party. No team member has previously represented any screened party in any capacity, and no team member has a personal, financial, or familial relationship with any screened party or any individual listed in Section 3 above.

Section 6: Engagement Team

The following attorneys will constitute the engagement team for this matter:

Leonard Cross will serve as the Responsible Partner for the engagement and will have primary oversight of the tax opinion and the analysis of the Section 355 and Section 368(a)(1)(D) requirements. Sylvia Hartwell will serve as the Billing Partner and will be responsible for matter management, billing, and client communications. Garrett Simmons, a sixth-year associate in the Tax Department with prior experience on Section 355 spin-off transactions, will serve as the lead associate and will be responsible for the day-to-day analytical work, including research, drafting, and coordination with coordinating counsel and company counsel. Leila Nazari, a third-year associate in the Tax Department, will provide supporting research and drafting assistance.

Personal conflict checks have been run for all members of the engagement team. No conflicts have been identified. No team member has a personal, financial, or familial relationship with any screened party. No team member has previously represented any screened party in any capacity, whether at Calderwood & Harkness or at any prior firm.

Section 7: Conclusion and Approval

Conclusion. Based on the conflict search results described in Section 5 and the analysis of potential conflict considerations set forth in Section 4, no conflicts of interest exist that would preclude Calderwood & Harkness LLP from accepting the engagement to serve as tax counsel to Harrowgate Private Equity Fund IV, L.P. and Veldran Industries Holdings, Inc. in connection with the proposed spin-off of Meridian Flow Technologies, Inc. The conflict search covered all twenty-seven entities and all associated individuals submitted for screening, and no current representations, prior representations, or other material relationships were identified that would give rise to an ethical impediment under the applicable Rules of Professional Conduct.

Dual Representation Disclosure. The potential for divergence of interest between HPE Fund IV (as controlling shareholder) and Veldran (as the distributing corporation and portfolio company) has been assessed and determined to be manageable in light of the general alignment of interests with respect to the tax-free qualification of the spin-off, the limited scope of Calderwood & Harkness's engagement (tax opinion and tax structuring only), and the retention of Thornapple McCord LLP as separate corporate counsel to Veldran on governance and transactional matters. Appropriate disclosures regarding the dual representation have been included in the engagement letter dated April 11, 2022. Both Harrowgate Private Equity Fund IV, L.P. (through Christine Yeung, General Counsel of Harrowgate Capital Advisors LLC) and Veldran Industries Holdings, Inc. (through Philip Crundell, General Counsel) have provided informed written consent to the dual representation.

Recommendation. The engagement may proceed. The matter may be opened under engagement number 1003-00005 and matter code HRW-SPIN-001. The engagement letter should be executed and returned to the client concurrent with the opening of the matter.

Section 8: Approvals

Responsible Partner Approval:

Leonard Cross Partner, Tax Department Calderwood & Harkness LLP

Signature: ________

Date: April 11, 2022

Billing Partner Approval:

Sylvia Hartwell Partner, Tax Department Calderwood & Harkness LLP

Signature: ________

Date: April 11, 2022

Conflicts Clearance:

Cleared by: ________

Name: Conflicts Department, New York Office

Calderwood & Harkness LLP

Date: April 8, 2022

Confidentiality Notice: This memorandum is an internal document of Calderwood & Harkness LLP prepared for conflict-checking and engagement-opening purposes only. It is subject to attorney-client privilege and work-product protection. This memorandum is not intended for distribution outside the firm and may not be disclosed, copied, or transmitted to any person or entity outside of Calderwood & Harkness LLP without the prior written approval of the Office of the General Counsel. Any unauthorized disclosure of the contents of this memorandum may constitute a waiver of applicable privileges and protections.

#	Entity / Person	Role	Entity Type / Jurisdiction	EIN
1	Harrowgate Private Equity Fund IV, L.P.	Client; 62.4% indirect shareholder of Veldran	Delaware LP	84-3291067
2	Harrowgate Capital Partners IV GP LLC	General Partner of HPE Fund IV	Delaware LLC	84-3291104
3	Harrowgate Capital Advisors LLC	Investment Advisor / Manager of HPE Fund IV	Delaware LLC	83-2756891
4	Harrowgate Veldran Holdings LLC	Wholly owned subsidiary of HPE Fund IV; direct holder of 62.4% of Veldran common stock (46,488,000 shares)	Delaware LLC	86-1483920
#	Name	Title / Role
5	Marcus Adler	Founding Partner & Chairman, Harrowgate Capital Advisors LLC
6	Diana Fenn	Managing Partner & CIO, Harrowgate Capital Advisors LLC; Board Chair, Veldran Industries Holdings, Inc.
7	Tobias Rourke	Partner, Head of Portfolio Operations, Harrowgate Capital Advisors LLC
8	Christine Yeung	General Counsel, Harrowgate Capital Advisors LLC
#	Entity	Role	Entity Type / Jurisdiction	EIN
9	Veldran Industries Holdings, Inc.	Portfolio company; Distributing corporation in proposed spin-off	Delaware corporation (incorporated March 14, 2019)	86-1920347
#	Name	Title / Role
10	Jonathan Caldecott	CEO, Veldran Industries Holdings, Inc.
11	Rita Subramanian	CFO, Veldran Industries Holdings, Inc.
12	Philip Crundell	General Counsel, Veldran Industries Holdings, Inc.
13	Sandra Waverly	President, Precision Flow Solutions Division; planned CEO of Meridian Flow Technologies, Inc.
14	Derek Okonkwo	VP Finance, Precision Flow Solutions Division; planned CFO of Meridian Flow Technologies, Inc.
#	Entity	Role	Entity Type / Jurisdiction	EIN
15	Meridian Flow Technologies, Inc.	Controlled Corporation / SpinCo (not yet incorporated)	Delaware corporation (planned)	Not yet assigned
#	Entity / Person	Role	Entity Type / Jurisdiction	EIN
16	Prescott Capital Management LP	Institutional shareholder holding 14.8% of Veldran common stock (11,026,000 shares)	New York LP	13-4928371
17	Andrew Kessler	Managing Partner, Prescott Capital Management LP	Individual	—
18	Greystone Partners Fund III LP	Prior controlling shareholder of Veldran (squeezed out in September 2019 merger)	Delaware LP	81-2683910
19	Kestrel Precision Controls, Inc.	Georgia corporation acquired by Veldran on June 7, 2019 for $295 million (now part of Precision Flow Solutions Division)	Georgia corporation (founded February 12, 2003)	58-2847193

20	Rennick Industrial Partners Fund II LP	Seller of Kestrel Precision Controls, Inc. to Veldran in June 2019	Delaware LP	82-3017564
#	Entity	Role	Address
21	Whitfield & Gage LLP	Outside corporate / M&A counsel to Harrowgate (coordinating counsel for the spin-off)	51 West 52nd Street, New York, New York 10019
22	Thornapple McCord LLP	Outside corporate counsel to Veldran Industries Holdings, Inc. (separate counsel given controlled-company dynamic)	227 West Trade Street, Suite 2000, Charlotte, North Carolina 28202
#	Entity	Role	Address
23	Ashfield National Bank, N.A.	Administrative agent under Veldran's $1.1 billion First Lien Term Loan B credit facility	100 Federal Street, Boston, Massachusetts 02110
24	Colton Trust Company	Indenture trustee under Veldran's 6.250% Senior Unsecured Notes due 2027 ($450 million outstanding)	10 South LaSalle Street, Chicago, Illinois 60603
25	Brackenridge & Co.	Financial advisor / investment bank to Harrowgate and the Veldran Board on the proposed spin-off	383 Madison Avenue, New York, New York 10179
#	Entity	Role	Address
26	Pemberton Rathbone LLP	Independent auditors and tax-return preparers for Veldran Industries Holdings, Inc.	One PPG Place, Suite 1600, Pittsburgh, Pennsylvania 15222
27	Dunmore Havens & Associates LLC	Tax advisor to Prescott Capital Management LP (minority shareholder)	590 Madison Avenue, 20th Floor, New York, New York 10022
Name	Role on Engagement	Hourly Rate (2022)
Leonard Cross	Responsible Partner, Tax Department	$1,650/hr
Sylvia Hartwell	Billing Partner, Tax Department	$1,550/hr
Garrett Simmons	Lead Associate, Tax Department (6th year)	$1,050/hr
Leila Nazari	Working Associate, Tax Department (3rd year)	$850/hr

CONFIDENTIAL — INTERNAL FIRM USE ONLY
CONFLICT CHECK MEMORANDUM
CALDERWOOD & HARKNESS LLP 1301 Avenue of the Americas, 40th Floor New York, New York 10019
Date: April 11, 2022
To: Office of the General Counsel, Calderwood & Harkness LLP
From: Leonard Cross, Responsible Partner, Tax Department Sylvia Hartwell, Billing Partner, Tax Department
Re: Conflict Check — Proposed Engagement for Harrowgate Private Equity Fund IV, L.P. / Veldran Industries Holdings, Inc. Spin-Off Tax Opinion
Engagement Number: 1003-00005
Matter Code: HRW-SPIN-001
Section 1: Nature of Proposed Engagement
Calderwood & Harkness LLP has been asked to serve as tax counsel to Harrowgate Private Equity Fund IV, L.P. ("HPE Fund IV") and Veldran Industries Holdings, Inc. ("Veldran") in connection with a proposed tax-free spin-off of Veldran's Precision Flow Solutions Division into a newly formed entity, Meridian Flow Technologies, Inc. ("Meridian" or "SpinCo"). The proposed engagement encompasses the analysis and evaluation of a complex series of internal restructuring steps and a subsequent pro rata distribution transaction that will separate Veldran's two principal business segments into independent publicly traded or privately held companies.
The scope of the engagement is to render a "should" level tax opinion that the proposed pro rata distribution of 100% of the common stock of Meridian to the shareholders of Veldran qualifies as a tax-free distribution under Section 355 of the Internal Revenue Code of 1986, as amended (the "Code"), in conjunction with a reorganization described in Section 368(a)(1)(D) of the Code. The opinion will address, among other matters, the satisfaction of the statutory requirements of Section 355 (including the active trade or business requirement under Section 355(b), the device and business purpose requirements, the continuity-of-interest and continuity-of-business-enterprise requirements applicable to the reorganization, and the application of Section 355(e) in light of HPE Fund IV's controlling interest in Veldran). The opinion will also address the tax consequences to Veldran as the distributing corporation, to Meridian as the controlled corporation, and to the shareholders of Veldran receiving the Meridian common stock in the distribution.
No private letter ruling is being sought from the Internal Revenue Service in connection with the proposed spin-off transaction. The Calderwood & Harkness opinion will serve as the sole tax assurance for the transaction. This is consistent with current market practice for spin-off transactions of this size and complexity, though it underscores the importance and the heightened responsibility associated with the opinion to be rendered by the firm. The engagement team is aware that the opinion will be relied upon by the board of directors of Veldran, by the general partner and investment advisor of HPE Fund IV, and potentially by lenders and other transaction participants, subject to customary reliance limitations set forth in the opinion letter itself.
The engagement letter is expected to be executed on April 11, 2022, concurrent with the approval of this conflict check memorandum. The proposed fee arrangement is hourly billing at the rates set forth in Section 6 below, with estimated total fees in the range of $850,000 to $1,200,000, depending on the ultimate complexity of the restructuring steps, the number of opinion drafts required, and the extent to which the engagement team is required to coordinate with coordinating counsel, company counsel, and the financial advisor on transaction structure and documentation. The fee estimate has been communicated to Christine Yeung, General Counsel of Harrowgate Capital Advisors LLC, and has been approved by Ms. Yeung on behalf of the client.
Section 2: Identification of Client
The client of record for purposes of this engagement is as follows:
Client of Record: Harrowgate Private Equity Fund IV, L.P.
•  Entity Type: Delaware limited partnership
•  Employer Identification Number (EIN): 84-3291067
•  Registered Address: 1209 Orange Street, Wilmington, Delaware 19801
•  Principal Office: 600 Lexington Avenue, 38th Floor, New York, New York 10022
•  Fund Size: $6.8 billion (vintage 2018)
•  Client Contact: Christine Yeung, General Counsel, Harrowgate Capital Advisors LLC
HPE Fund IV is the controlling shareholder of Veldran, holding approximately 62.4% of Veldran's outstanding common stock indirectly through Harrowgate Veldran Holdings LLC, a wholly owned subsidiary of HPE Fund IV. The engagement letter designates HPE Fund IV as the primary client, with Veldran Industries Holdings, Inc. as a co-client for purposes of the tax opinion engagement, as further discussed in Section 4 below regarding dual representation considerations.
The client contact for day-to-day engagement matters is Christine Yeung, who serves as General Counsel of Harrowgate Capital Advisors LLC, the investment advisor and manager of HPE Fund IV. Ms. Yeung has authority to direct the engagement on behalf of HPE Fund IV and has confirmed that Philip Crundell, General Counsel of Veldran Industries Holdings, Inc., will serve as the primary contact on behalf of Veldran for purposes of this matter.
Section 3: Parties Screened for Conflicts
All of the following entities and individuals have been submitted to the firm's Conflict Management System ("CMS") for screening. This memorandum organizes the screened parties by category in accordance with firm conflict-checking protocols. Each entity has been assigned a sequential reference number for ease of identification throughout this memorandum.
3.1 Client Entities and Affiliates
The following entities constitute the Harrowgate fund complex entities that are relevant to this engagement. Each entity has been individually screened.
Harrowgate Capital Partners IV GP LLC (entity #2) serves as the general partner of HPE Fund IV and is the entity through which the fund exercises governance and investment decision-making authority. Harrowgate Capital Advisors LLC (entity #3) is the registered investment adviser that manages the fund's investments and employs the principals listed in Section 3.2 below. Harrowgate Veldran Holdings LLC (entity #4) is a single-purpose holding vehicle through which HPE Fund IV holds its controlling equity stake in Veldran.
3.2 Key Individuals — Harrowgate
The following individuals are senior professionals affiliated with the Harrowgate fund complex who are material to this engagement and have been individually screened.
Diana Fenn (individual #6) occupies a dual role as both Managing Partner and Chief Investment Officer of Harrowgate Capital Advisors LLC and Board Chair of Veldran Industries Holdings, Inc. This dual role is typical of controlled-company structures in the private equity context but has been flagged for the engagement team's awareness in connection with the dual representation analysis set forth in Section 4 below.
3.3 Portfolio Company — Distributing Corporation
The following additional information has been gathered for purposes of this conflict check and to provide context for the engagement:
•  Principal Office: 2400 Commerce Park Drive, Suite 500, Charlotte, North Carolina 28217
•  Industry: Diversified industrial products and engineered materials
•  FY2021 Revenue: $2.34 billion
•  FY2021 EBITDA: $418 million
•  Business Segments: Two principal operating divisions:
•  Engineered Coatings Division (approximately $1.52 billion in FY2021 revenue), which will remain within Veldran following the spin-off and will constitute the continuing operations of the distributing corporation
•  Precision Flow Solutions Division (approximately $820 million in FY2021 revenue), which will be contributed to Meridian (SpinCo) and distributed to Veldran shareholders in the proposed spin-off transaction
•  Capital Structure:
•  74,500,000 shares of common stock outstanding (no preferred stock outstanding)
•  $1.1 billion First Lien Term Loan B credit facility (Ashfield National Bank, N.A., as administrative agent)
•  $450 million 6.250% Senior Unsecured Notes due 2027 (Colton Trust Company, as indenture trustee)
The capital structure of Veldran is relevant to the engagement because the existing debt instruments may impose restrictions on the spin-off transaction, may require consent or amendment, and the allocation of debt between Veldran and Meridian in connection with the spin-off will have implications for the tax analysis, including the application of Section 357 and the treatment of any cash or property distributed in connection with the spin-off.
3.4 Key Individuals — Veldran
The following individuals are officers and senior executives of Veldran Industries Holdings, Inc. and its Precision Flow Solutions Division who are material to this engagement.
Sandra Waverly (individual #13) and Derek Okonkwo (individual #14) are currently officers of the Precision Flow Solutions Division and are planned to serve as the CEO and CFO, respectively, of Meridian upon completion of the spin-off. Their roles on both sides of the separation have been noted for the engagement team's awareness, although they are not individually clients of the firm.
3.5 Controlled Corporation — SpinCo (Planned)
The following additional information concerning Meridian has been provided by the client for purposes of this memorandum:
•  Planned Principal Office: 7100 Northlake Parkway, Suite 300, Tucker, Georgia 30084
•  Business: Design, manufacture, and sale of precision fluid-control systems for industrial, petrochemical, and water-infrastructure end markets
•  Pro Forma FY2021 Revenue: $820 million
•  Pro Forma FY2021 EBITDA: $133 million
Meridian has not yet been incorporated. It is anticipated that the entity will be formed as a Delaware corporation shortly after the engagement is opened and that Calderwood & Harkness will be asked to coordinate with Whitfield & Gage LLP on the timing and structuring of the internal contribution and distribution steps. For purposes of the conflict check, the entity has been screened based on its planned name and all known aliases or variations thereof.
3.6 Other Shareholders and Historical Transaction Counterparties
The following entities and individuals are shareholders of Veldran or historical transaction counterparties that are relevant to the conflict analysis.
Prescott Capital Management LP (entity #16) is the largest minority shareholder of Veldran, holding approximately 14.8% of the outstanding common stock. The spin-off transaction will directly affect Prescott's investment in Veldran, as Prescott will receive Meridian shares pro rata in the distribution. Andrew Kessler (individual #17) is the Managing Partner of Prescott Capital Management LP and has been individually screened.
Greystone Partners Fund III LP (entity #18) was the prior controlling shareholder of Veldran prior to its acquisition by HPE Fund IV. Greystone was squeezed out in a merger transaction completed on September 20, 2019. Although Greystone is no longer a shareholder of Veldran, it is a historical counterparty and has been screened to confirm that no prior or current Calderwood & Harkness representation of Greystone could give rise to a successive-client conflict or a duty-of-loyalty concern.
Kestrel Precision Controls, Inc. (entity #19) is a Georgia corporation that was acquired by Veldran on June 7, 2019 for a purchase price of $295 million. Kestrel was folded into the Precision Flow Solutions Division and now constitutes a significant component of the business that will be contributed to Meridian in the spin-off. The Kestrel acquisition is relevant to the tax analysis because the acquisition history and the integration of Kestrel into the Precision Flow Solutions Division bear on the active trade or business analysis under Section 355(b) and, potentially, on the application of Section 355(e) depending on the facts regarding plan or series of related transactions. Rennick Industrial Partners Fund II LP (entity #20) was the seller of Kestrel and has been screened as a historical counterparty.
3.7 Opposing and Co-Counsel Law Firms
The following law firms are serving as outside counsel to various parties in connection with the proposed spin-off transaction and have been screened.
The following key individuals at each firm have been individually screened:
•  Whitfield & Gage LLP: Nathan Whitfield (Senior Partner); Priya Chandrasekar (Partner); Ross Halverson (Counsel)
•  Thornapple McCord LLP: Elaine Thornapple (Founding Partner); David Ochoa (Partner)
Whitfield & Gage LLP is serving as coordinating counsel for the spin-off on behalf of Harrowgate and will be responsible for the overall transaction structure, the negotiation and drafting of the Separation Agreement, Tax Sharing Agreement, Transition Services Agreement, Employee Matters Agreement, and other ancillary transaction documents. Calderwood & Harkness's role is limited to tax opinion work and related tax structuring advice, and the firm will coordinate closely with the Whitfield & Gage team on matters where the tax analysis intersects with the transaction documentation.
Thornapple McCord LLP has been retained as separate corporate counsel to Veldran Industries Holdings, Inc. given the controlled-company dynamic. The retention of separate counsel for Veldran on corporate governance matters is an important component of the overall conflict management framework for this transaction, as discussed further in Section 4 below.
3.8 Financial Institutions and Agents
The following financial institutions are parties to Veldran's existing financing arrangements or are serving as financial advisors in connection with the proposed spin-off.
The following key individuals at these institutions have been individually screened:
•  Ashfield National Bank, N.A.: Margaret Tsao (Managing Director, Leveraged Finance)
•  Brackenridge & Co.: Samuel Ng (Managing Director, Industrials Group)
Ashfield National Bank, N.A. is screened because the proposed spin-off will likely require consent, amendment, or refinancing of the existing First Lien Term Loan B credit facility. Similarly, Colton Trust Company, as indenture trustee under the Senior Unsecured Notes, is screened because the spin-off may trigger provisions in the indenture relating to fundamental changes, mergers, or dispositions of assets. Brackenridge & Co. is serving as financial advisor to Harrowgate and the Veldran Board and may provide a fairness opinion or solvency opinion in connection with the transaction.
3.9 Accounting / Tax Advisory Firms
The following accounting and tax advisory firms are relevant to the proposed engagement and have been screened.
The following key individuals at these firms have been individually screened:
•  Pemberton Rathbone LLP: Lisa Engstrom (Partner, Audit & Assurance); Harold Weiss (Partner, Tax)
•  Dunmore Havens & Associates LLC: Irene Salcedo (Principal)
Pemberton Rathbone LLP, as the independent auditors and tax-return preparers for Veldran, will be a significant source of factual information for the Calderwood & Harkness engagement team. The engagement team anticipates relying on representations and certifications from Pemberton Rathbone regarding the historical financial and tax reporting of Veldran's two business segments, which will be relevant to the active trade or business analysis under Section 355(b).
Dunmore Havens & Associates LLC is screened because it serves as tax advisor to Prescott Capital Management LP, the largest minority shareholder of Veldran. While Prescott is not a party to the engagement, it is conceivable that Prescott or its tax advisor may seek to review or comment on the tax opinion or the Tax Sharing Agreement provisions that affect minority shareholders.
Section 4: Transaction Context and Potential Conflict Considerations
This section sets forth the engagement team's analysis of the potential conflict considerations associated with the proposed engagement, including the dual representation of HPE Fund IV and Veldran and the relationships among the various screened parties.
Dual Representation Note. Calderwood & Harkness is being engaged to serve as tax counsel to both HPE Fund IV (the controlling shareholder, through Harrowgate Veldran Holdings LLC) and Veldran Industries Holdings, Inc. (the portfolio company and distributing corporation in the proposed spin-off). The interests of these parties are generally aligned in seeking tax-free qualification of the spin-off under Section 355 and Section 368(a)(1)(D) of the Code. Both parties benefit from the avoidance of a taxable gain at the corporate level and from the tax-free treatment of the distribution to shareholders. However, the engagement team has carefully considered whether any divergence of interest could arise, and has identified the following areas warranting attention:
(a) Section 355(e) Gain Recognition. Section 355(e) of the Code imposes corporate-level gain on the distributing corporation if the distribution is part of a plan (or series of related transactions) pursuant to which one or more persons acquire directly or indirectly a 50% or greater interest in either the distributing corporation or the controlled corporation. HPE Fund IV's acquisition of its controlling interest in Veldran in 2019 is a prior acquisition that, depending on the facts, could be viewed as part of a plan or series of related transactions that includes the spin-off. Any Section 355(e) gain would be recognized by Veldran at the corporate level, but the economic burden of such gain would fall disproportionately on HPE Fund IV as the holder of 62.4% of the outstanding common stock (through reduced value attributable to the resulting tax liability). The engagement team will need to analyze whether HPE Fund IV's acquisition and the spin-off are part of a plan within the meaning of Treasury Regulation § 1.355-7, and the conclusions reached in this analysis could, in theory, create a tension between the interests of the controlling shareholder and the company itself.
(b) Tax Indemnification Provisions. The proposed Separation Agreement and Tax Sharing Agreement between Veldran and Meridian will contain tax indemnification provisions allocating responsibility for pre-spin taxes, post-spin taxes, and taxes arising from a failure of the spin-off to qualify under Section 355. The allocation of these indemnification obligations between Veldran and Meridian is a matter that affects the relative economic positions of shareholders of the two companies post-spin. To the extent HPE Fund IV has differing preferences regarding the allocation of indemnification risk (for example, because of the timing of expected fund monetization events), there is a potential for divergence from the interests of Veldran as an entity. However, Calderwood & Harkness's role is limited to rendering the tax opinion and advising on the tax structuring of the transaction; the negotiation of the commercial terms of the Tax Sharing Agreement is the province of Whitfield & Gage LLP and Thornapple McCord LLP as corporate counsel.
(c) Business Purpose Analysis. The Section 355 tax opinion requires the engagement team to identify and evaluate the business purposes for the spin-off transaction. HPE Fund IV's fund-level objectives — which may include facilitating a monetization event, achieving portfolio diversification, or creating separate acquisition currencies — may overlap with but are not identical to Veldran's corporate-level business purposes, which might include operational focus, capital allocation efficiency, or management incentive alignment. The engagement team will need to ensure that the business purposes relied upon in the opinion are genuine, non-federal-tax business purposes of the distributing corporation (Veldran), and the team is aware that reliance on purely fund-level or shareholder-level objectives would not satisfy the business purpose requirement as applied at the corporate level.
The engagement letter dated April 11, 2022 addresses this dual representation with appropriate disclosures. Both HPE Fund IV (through Christine Yeung on behalf of Harrowgate Capital Advisors LLC) and Veldran Industries Holdings, Inc. (through Philip Crundell, General Counsel) have been informed of the dual representation and the potential areas of divergence described above. Both parties have provided informed written consent to the dual representation in accordance with the applicable Rules of Professional Conduct.
Thornapple McCord as Separate Counsel. Veldran has retained Thornapple McCord LLP as separate corporate counsel given the controlled-company dynamic. This retention is significant from a conflict management perspective because it ensures that Veldran has independent legal advice on the corporate governance aspects of the spin-off transaction — including the fiduciary duties of the Veldran board of directors (the majority of which are designees of HPE Fund IV), the fairness of the transaction to minority shareholders, and the negotiation of the Separation Agreement and related transaction documents between Veldran and Meridian. The retention of Thornapple McCord as separate counsel substantially mitigates potential conflicts in the corporate governance dimensions of the transaction and confines Calderwood & Harkness's role to the tax opinion and related tax structuring matters, where the interests of HPE Fund IV and Veldran are more closely aligned.
Prescott Capital / Dunmore Havens. Prescott Capital Management LP (entity #16), holding 14.8% of Veldran's outstanding common stock, and its tax advisor Dunmore Havens & Associates LLC (entity #27), are not clients of Calderwood & Harkness LLP. No adverse representation of or against these parties has been identified in the conflict search. Prescott is not a party to the engagement and is not expected to be a recipient of the Calderwood & Harkness tax opinion. However, the engagement team notes that Prescott is a significant minority shareholder whose interests are directly affected by the tax treatment of the spin-off and by the terms of the Tax Sharing Agreement. The engagement team does not believe that Prescott's shareholder status gives rise to a conflict of interest with respect to the proposed engagement, as Calderwood & Harkness owes no duty to Prescott, and the interests of all Veldran shareholders are generally aligned with respect to the tax-free qualification of the spin-off.
Historical Counterparties. Greystone Partners Fund III LP (entity #18), the prior controlling shareholder of Veldran that was squeezed out in the September 20, 2019 merger, and Rennick Industrial Partners Fund II LP (entity #20), the seller of Kestrel Precision Controls, Inc. to Veldran in June 2019, are historical transaction counterparties. Any prior or current Calderwood & Harkness representations involving these entities have been checked. No current or prior representations of or adverse to either Greystone Partners Fund III LP or Rennick Industrial Partners Fund II LP have been identified. The engagement team is satisfied that the historical transactions involving these entities do not give rise to any successive-client conflicts, duty-of-loyalty concerns, or other ethical impediments to the proposed engagement.
Section 5: Conflict Search Results
The following summarizes the results of the conflict search conducted by the firm's Conflicts Department.
•  Database Searched: Calderwood & Harkness LLP Conflict Management System (CMS), including all current representations, closed matters within the firm's retention period, and lateral-hire conflict data
•  Date of Search: April 8, 2022
•  Search Conducted By: Conflicts Department, New York Office
•  Parties Searched: All twenty-seven (27) entities and all associated individuals listed in Section 3 above, including all name variations, d/b/a names, former names, and aliases identified during the screening process
Results: No conflicts identified.
The Conflicts Department has confirmed the following specific findings:
•  No current representations adverse to any screened party have been identified in the CMS database.
•  No prior representations of any screened party have been identified that would create a successive-client conflict or a duty-of-loyalty concern under the applicable Rules of Professional Conduct.
•  No material relationships with any screened party have been identified that would require disclosure beyond the dual-representation disclosure already addressed in the engagement letter dated April 11, 2022.
•  Specifically confirmed: Calderwood & Harkness has no current or recent representations of Greystone Partners Fund III LP (entity #18), Rennick Industrial Partners Fund II LP (entity #20), Prescott Capital Management LP (entity #16), or Dunmore Havens & Associates LLC (entity #27). None of these entities appear in the CMS database as current clients, former clients, or adversaries in any matter.
•  Specifically confirmed: Calderwood & Harkness has no current representations adverse to Ashfield National Bank, N.A. (entity #23), Colton Trust Company (entity #24), or Brackenridge & Co. (entity #25) that would bear on this engagement. While the firm may have unrelated representations involving one or more of these financial institutions, no such representations involve subject matter related to the Veldran spin-off or the Harrowgate fund complex, and no current adverse positioning has been identified.
•  The Conflicts Department has confirmed that no member of the proposed engagement team (as listed in Section 6 below) has any personal conflict with any screened party. No team member has previously represented any screened party in any capacity, and no team member has a personal, financial, or familial relationship with any screened party or any individual listed in Section 3 above.
Section 6: Engagement Team
The following attorneys will constitute the engagement team for this matter:
Leonard Cross will serve as the Responsible Partner for the engagement and will have primary oversight of the tax opinion and the analysis of the Section 355 and Section 368(a)(1)(D) requirements. Sylvia Hartwell will serve as the Billing Partner and will be responsible for matter management, billing, and client communications. Garrett Simmons, a sixth-year associate in the Tax Department with prior experience on Section 355 spin-off transactions, will serve as the lead associate and will be responsible for the day-to-day analytical work, including research, drafting, and coordination with coordinating counsel and company counsel. Leila Nazari, a third-year associate in the Tax Department, will provide supporting research and drafting assistance.
Personal conflict checks have been run for all members of the engagement team. No conflicts have been identified. No team member has a personal, financial, or familial relationship with any screened party. No team member has previously represented any screened party in any capacity, whether at Calderwood & Harkness or at any prior firm.
Section 7: Conclusion and Approval
Conclusion. Based on the conflict search results described in Section 5 and the analysis of potential conflict considerations set forth in Section 4, no conflicts of interest exist that would preclude Calderwood & Harkness LLP from accepting the engagement to serve as tax counsel to Harrowgate Private Equity Fund IV, L.P. and Veldran Industries Holdings, Inc. in connection with the proposed spin-off of Meridian Flow Technologies, Inc. The conflict search covered all twenty-seven entities and all associated individuals submitted for screening, and no current representations, prior representations, or other material relationships were identified that would give rise to an ethical impediment under the applicable Rules of Professional Conduct.
Dual Representation Disclosure. The potential for divergence of interest between HPE Fund IV (as controlling shareholder) and Veldran (as the distributing corporation and portfolio company) has been assessed and determined to be manageable in light of the general alignment of interests with respect to the tax-free qualification of the spin-off, the limited scope of Calderwood & Harkness's engagement (tax opinion and tax structuring only), and the retention of Thornapple McCord LLP as separate corporate counsel to Veldran on governance and transactional matters. Appropriate disclosures regarding the dual representation have been included in the engagement letter dated April 11, 2022. Both Harrowgate Private Equity Fund IV, L.P. (through Christine Yeung, General Counsel of Harrowgate Capital Advisors LLC) and Veldran Industries Holdings, Inc. (through Philip Crundell, General Counsel) have provided informed written consent to the dual representation.
Recommendation. The engagement may proceed. The matter may be opened under engagement number 1003-00005 and matter code HRW-SPIN-001. The engagement letter should be executed and returned to the client concurrent with the opening of the matter.
Section 8: Approvals
Responsible Partner Approval:
Leonard Cross Partner, Tax Department Calderwood & Harkness LLP
Signature: ________
Date: April 11, 2022
Billing Partner Approval:
Sylvia Hartwell Partner, Tax Department Calderwood & Harkness LLP
Signature: ________
Date: April 11, 2022
Conflicts Clearance:
Cleared by: ________
Name: Conflicts Department, New York Office
Calderwood & Harkness LLP
Date: April 8, 2022
Confidentiality Notice: This memorandum is an internal document of Calderwood & Harkness LLP prepared for conflict-checking and engagement-opening purposes only. It is subject to attorney-client privilege and work-product protection. This memorandum is not intended for distribution outside the firm and may not be disclosed, copied, or transmitted to any person or entity outside of Calderwood & Harkness LLP without the prior written approval of the Office of the General Counsel. Any unauthorized disclosure of the contents of this memorandum may constitute a waiver of applicable privileges and protections.
# | Entity / Person | Role | Entity Type / Jurisdiction | EIN
1 | Harrowgate Private Equity Fund IV, L.P. | Client; 62.4% indirect shareholder of Veldran | Delaware LP | 84-3291067
2 | Harrowgate Capital Partners IV GP LLC | General Partner of HPE Fund IV | Delaware LLC | 84-3291104
3 | Harrowgate Capital Advisors LLC | Investment Advisor / Manager of HPE Fund IV | Delaware LLC | 83-2756891
4 | Harrowgate Veldran Holdings LLC | Wholly owned subsidiary of HPE Fund IV; direct holder of 62.4% of Veldran common stock (46,488,000 shares) | Delaware LLC | 86-1483920
# | Name | Title / Role
5 | Marcus Adler | Founding Partner & Chairman, Harrowgate Capital Advisors LLC
6 | Diana Fenn | Managing Partner & CIO, Harrowgate Capital Advisors LLC; Board Chair, Veldran Industries Holdings, Inc.
7 | Tobias Rourke | Partner, Head of Portfolio Operations, Harrowgate Capital Advisors LLC
8 | Christine Yeung | General Counsel, Harrowgate Capital Advisors LLC
# | Entity | Role | Entity Type / Jurisdiction | EIN
9 | Veldran Industries Holdings, Inc. | Portfolio company; Distributing corporation in proposed spin-off | Delaware corporation (incorporated March 14, 2019) | 86-1920347
# | Name | Title / Role
10 | Jonathan Caldecott | CEO, Veldran Industries Holdings, Inc.
11 | Rita Subramanian | CFO, Veldran Industries Holdings, Inc.
12 | Philip Crundell | General Counsel, Veldran Industries Holdings, Inc.
13 | Sandra Waverly | President, Precision Flow Solutions Division; planned CEO of Meridian Flow Technologies, Inc.
14 | Derek Okonkwo | VP Finance, Precision Flow Solutions Division; planned CFO of Meridian Flow Technologies, Inc.
# | Entity | Role | Entity Type / Jurisdiction | EIN
15 | Meridian Flow Technologies, Inc. | Controlled Corporation / SpinCo (not yet incorporated) | Delaware corporation (planned) | Not yet assigned
# | Entity / Person | Role | Entity Type / Jurisdiction | EIN
16 | Prescott Capital Management LP | Institutional shareholder holding 14.8% of Veldran common stock (11,026,000 shares) | New York LP | 13-4928371
17 | Andrew Kessler | Managing Partner, Prescott Capital Management LP | Individual | —
18 | Greystone Partners Fund III LP | Prior controlling shareholder of Veldran (squeezed out in September 2019 merger) | Delaware LP | 81-2683910
19 | Kestrel Precision Controls, Inc. | Georgia corporation acquired by Veldran on June 7, 2019 for $295 million (now part of Precision Flow Solutions Division) | Georgia corporation (founded February 12, 2003) | 58-2847193
20 | Rennick Industrial Partners Fund II LP | Seller of Kestrel Precision Controls, Inc. to Veldran in June 2019 | Delaware LP | 82-3017564
# | Entity | Role | Address
21 | Whitfield & Gage LLP | Outside corporate / M&A counsel to Harrowgate (coordinating counsel for the spin-off) | 51 West 52nd Street, New York, New York 10019
22 | Thornapple McCord LLP | Outside corporate counsel to Veldran Industries Holdings, Inc. (separate counsel given controlled-company dynamic) | 227 West Trade Street, Suite 2000, Charlotte, North Carolina 28202
# | Entity | Role | Address
23 | Ashfield National Bank, N.A. | Administrative agent under Veldran's $1.1 billion First Lien Term Loan B credit facility | 100 Federal Street, Boston, Massachusetts 02110
24 | Colton Trust Company | Indenture trustee under Veldran's 6.250% Senior Unsecured Notes due 2027 ($450 million outstanding) | 10 South LaSalle Street, Chicago, Illinois 60603
25 | Brackenridge & Co. | Financial advisor / investment bank to Harrowgate and the Veldran Board on the proposed spin-off | 383 Madison Avenue, New York, New York 10179
# | Entity | Role | Address
26 | Pemberton Rathbone LLP | Independent auditors and tax-return preparers for Veldran Industries Holdings, Inc. | One PPG Place, Suite 1600, Pittsburgh, Pennsylvania 15222
27 | Dunmore Havens & Associates LLC | Tax advisor to Prescott Capital Management LP (minority shareholder) | 590 Madison Avenue, 20th Floor, New York, New York 10022
Name | Role on Engagement | Hourly Rate (2022)
Leonard Cross | Responsible Partner, Tax Department | $1,650/hr
Sylvia Hartwell | Billing Partner, Tax Department | $1,550/hr
Garrett Simmons | Lead Associate, Tax Department (6th year) | $1,050/hr
Leila Nazari | Working Associate, Tax Department (3rd year) | $850/hr

CONFIDENTIAL — INTERNAL FIRM USE ONLY

CONFLICT CHECK MEMORANDUM

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