Extract to table

Under Rule 14a-6(a), because the Transaction involves a going-private transaction subject to Rule 13e-3, the preliminary proxy statement must be filed with the SEC at least 10 calendar days before the definitive proxy statement may be filed and mailed to stockholders

• Minimum Notice Period: Under Delaware law and Nasdaq rules, the special meeting must be held at least 20 business days after the mailing of the definitive proxy statement

Between the signing of the Merger Agreement on April 7, 2025, and the closing of the Merger, the following Section 16 filing obligations may arise: • Form 4 filings: Any transaction in Pennfield securities by a Reporting Person during the period between signing and closing must be reported on Form 4 within two (2) business days of the transaction date

Regulation FD Compliance All communications regarding the Transaction prior to the filing and effectiveness of the definitive proxy statement must comply with Regulation FD (Fair Disclosure) under the Exchange Act

Rule 14a-12 — Pre-Filing Communications / Soliciting Materials Under Rule 14a-12, any written communication by or on behalf of Pennfield or Harrowgate that constitutes a "solicitation" of proxies — broadly defined to include any communication that is reasonably calculated to result in the procurement, withholding, or revocation of a proxy — made prior to the filing of the definitive proxy statement must be filed with the SEC on or before the date of first use

The legend must also identify where stockholders can obtain free copies of the proxy statement and other relevant documents