Contract analysis

1. Engagement and Client Identification Calderwood & Harkness LLP is pleased to confirm its engagement by Harrowgate Capital Partners LLC, a Delaware limited liability company, in connection with the formation, structuring, and fundraise of the Client's fifth flagship private equity fund and the related fund vehicles described in Section 2 below (collectively, the "Engagement"). HCP will serve as the Sponsor and prom

2. Scope of Engagement The scope of our Engagement encompasses the following workstreams, each as more fully described below. Matters that fall outside the scope of this Section 2 are excluded from the Engagement unless separately agreed in writing. 2.1 Fund Vehicles to Be Formed We will form and structure the following entities in connection with the fundraise (collectively, the "Fund Complex"): (a) Harrowgate Priva

3. Engagement Team The following attorneys will serve as the core engagement team for this matter. The Client may direct questions or communications to any member of the team, and the Responsible Partner and Billing Partner identified below will have overall supervisory responsibility for the quality and timeliness of our work product. Graham Sutherland — Responsible Partner, Funds & Asset Management Practice Group (

4. Client Responsibilities The efficient and timely completion of the Engagement will depend on the Client's cooperation in providing information, reviewing drafts, and coordinating with third parties. In particular, the Client agrees to the following: (a) Information Provision. The Client shall provide, on a timely basis, all information necessary for the preparation of the formation and offering documents, includin

5. Fees and Billing 5.1 Billing Rates Our current standard hourly billing rates for calendar year 2025 are as follows: The specific billing rate for each attorney will be determined based on the attorney's seniority, expertise, and role on the Engagement. Within the above ranges, current hourly rates for the core engagement team members are: Mr. Sutherland ($1,625/hr); Ms. Cross ($1,575/hr); Ms. Hartwell ($1,600/hr);

6. Confidentiality All information provided by the Client to the Firm in connection with the Engagement, including but not limited to fund terms, investment strategy, track record data, investor identities, business plans, financial projections, and proprietary methodologies, shall be treated as confidential and shall not be disclosed by the Firm to any third party except: (a) as authorized by the Client, whether in

7. Document Retention Client files, documents, and work product generated in connection with the Engagement will be retained by the Firm in accordance with Calderwood & Harkness LLP's document retention policy, a copy of which is available upon request. Under the Firm's current policy, client files are retained for a minimum period of seven (7) years following the conclusion or termination of the Engagement, after wh

8. Conflicts of Interest Calderwood & Harkness LLP has conducted a conflicts check as of the date hereof, consistent with the Firm's standard conflicts clearance procedures, and has identified no conflicts of interest that would preclude the Firm from undertaking this Engagement. The Client acknowledges that Calderwood & Harkness LLP is a large, multi-practice law firm that represents numerous private equity sponsors

9. Limitation of Engagement This Engagement is limited to the matters described in Section 2 of this Engagement Letter. Calderwood & Harkness LLP does not undertake to represent the Client in any matter beyond the scope described herein unless separately agreed in writing between the Firm and the Client. Any expansion of the scope of this Engagement, including the addition of new workstreams, the formation of additio

10. Governing Law This Engagement Letter and the relationship between Calderwood & Harkness LLP and the Client, including any disputes arising out of or relating to this Engagement Letter or the Engagement, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

11. Termination Either the Firm or the Client may terminate this Engagement upon thirty (30) days' prior written notice to the other party. Such notice may be delivered by email or by first-class mail to the addresses set forth herein (or such other address as either party may designate in writing from time to time). Upon termination of the Engagement for any reason, the Client shall remain obligated to pay all profe

12. Acceptance If the terms set forth in this Engagement Letter are acceptable to the Client, please indicate your agreement by executing and returning a copy of this letter to the undersigned at the address set forth below (or by email to gsutherland@calderwoodharkness.com). This Engagement Letter, when countersigned by the Client, shall constitute the binding agreement between Calderwood & Harkness LLP and Harrowga