Contract analysis

Section 1. Definitions and Interpretation (a) Defined Terms. Capitalized terms used but not otherwise defined in this Side Letter shall have the respective meanings ascribed to such terms in the LPA. In addition to the terms defined elsewhere in this Side Letter, the following terms shall have the meanings set forth below when used herein: "Commitment" means the capital commitment of the Investor to the Fund in the a

Section 2. Management Fee (a) Confirmation of Standard Fee. The Investor acknowledges and agrees that the management fee applicable to the Investor's interest in the Fund (the "Management Fee") shall be the standard management fee set forth in the LPA, without discount or reduction. Specifically, the Management Fee shall be calculated and charged as follows: (i) During the Investment Period (commencing on the First C

Section 3. Competitive Investment Opt-Out Rights (a) Right to Opt Out. The General Partner shall provide the Investor with written notice (each such notice, a "Competitive Investment Notice") at least fifteen (15) business days prior to the funding of any proposed investment by the Fund in a Competitive Business (as defined in Section 3(b) below). Each Competitive Investment Notice shall include: (i) a reasonably det

Section 4. Co-Investment Rights (a) Grant of Co-Investment Rights. The General Partner shall offer the Investor the opportunity to co-invest alongside the Fund in portfolio company investments on a deal-by-deal basis, subject to the availability of co-investment capacity and the General Partner's discretion as to the allocation of co-investment opportunities among co-investors. Such co-investment opportunities shall

Section 5. Information Rights (a) ILPA-Aligned Reporting. The General Partner shall provide the Investor with quarterly and annual reports that are substantially in compliance with the reporting standards recommended by the Institutional Limited Partners Association (ILPA), including the ILPA Reporting Template (or any successor reporting standard published by ILPA), to the extent such standards are consistent with t

Section 6. Transfer Rights (a) Restrictions. The Investor's limited partnership interest in the Fund (the "Interest") shall not be transferred, assigned, pledged, hypothecated, or otherwise disposed of, in whole or in part, except in accordance with the provisions of the LPA and this Section 6. Any purported transfer that does not comply with this Section 6 and the applicable provisions of the LPA shall be null and v

Section 7. Most Favored Nation (a) MFN Election Right. If the General Partner grants to any other limited partner of the Fund (each, an "Other LP"), whether in a side letter, supplemental agreement, or other written agreement entered into on or prior to the Final Close, rights or terms that are more favorable to such Other LP than the rights or terms granted to the Investor under this Side Letter or under the LPA (ea

Section 8. Representations and Warranties of the Investor The Investor hereby represents and warrants to the General Partner as of the Effective Date and as of the First Close as follows: (a) Due Organization and Authority. The Investor is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Investor has full power, authority, and legal right to exe

Section 9. Representations and Covenants of the General Partner The General Partner hereby represents and covenants to the Investor as of the Effective Date and as of the First Close as follows: (a) The General Partner is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has full power and authority to execute, deliver, and perform its obli

Section 10. Confidentiality Each Party agrees to maintain the confidentiality of this Side Letter and all of the terms, conditions, and provisions contained herein, and shall not disclose this Side Letter or any of its terms to any third party, except as follows: (a) As required by applicable law, regulation, or rule (including securities laws and regulations), or by judicial, administrative, or regulatory process (i

Section 11. Relationship to the LPA (a) Supplemental Agreement. This Side Letter supplements the LPA and modifies the terms thereof solely as between the General Partner and the Investor. Except as expressly modified, supplemented, or superseded by the provisions of this Side Letter, the LPA remains in full force and effect as to the Investor, and the Investor shall continue to be subject to all of the terms, conditi

Section 12. Term This Side Letter shall become effective upon the occurrence of the First Close (target date: January 15, 2026) and shall remain in full force and effect for the term of the Fund, including any extensions thereof. The initial term of the Fund is ten (10) years from the First Close, through January 15, 2036, subject to two (2) successive one-year extensions at the discretion of the General Partner (ext

Section 13. Amendments and Waivers This Side Letter may be amended, modified, or supplemented only by a written instrument duly executed by both Parties. No waiver of any provision of this Side Letter shall be effective unless made in writing and signed by the Party granting such waiver. No waiver of any breach or default hereunder shall be deemed a waiver of any subsequent breach or default of the same or any other

Section 14. Notices All notices, requests, demands, consents, and other communications required or permitted to be given under this Side Letter shall be in writing and shall be deemed to have been duly given (i) when delivered by hand; (ii) one (1) business day after being sent by a nationally recognized overnight courier service, with confirmation of delivery; (iii) upon receipt, if sent by certified or registered m

Section 15. Governing Law This Side Letter shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

Section 16. Counterparts This Side Letter may be executed in any number of counterparts (including by means of facsimile or portable document format (.pdf) signature pages), each of which shall be deemed to be an original, and all of which, when taken together, shall constitute one and the same instrument. Electronic signatures transmitted by facsimile, email, or other electronic means, and counterparts delivered in

Section 17. Entire Agreement This Side Letter, together with the LPA and the Investor's subscription agreement relating to the Investor's Commitment to the Fund (and any exhibits, schedules, or annexes thereto), constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, correspondence, representations, warranti