Contract analysis

ARTICLE I NAME. The name of the corporation is HGF V blocker Corp. (the "Corporation"). The Corporation is formed under and pursuant to the provisions of the General Corporation Law of the State of Delaware.

ARTICLE II REGISTERED OFFICE AND REGISTERED AGENT The address of the Corporation's registered office in the State of Delaware is 400 South Ashbury Asset Advisors, Suite 3000, Wilmington, Delaware 19801, located in New Castle County. The name of the Corporation's registered agent at such address is Calderwood & Harkness LLP. The registered agent is a limited liability partnership organized under the laws of the State

ARTICLE III PURPOSE. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended. Without limiting the generality of the foregoing, the primary purpose of the Corporation is to serve as a blocker entity to acquire, hold, manage, and dispose of, directly or in

ARTICLE IV AUTHORIZED CAPITAL STOCK

Section 4.1. Authorized Shares. The total number of shares of stock which the Corporation shall have authority to issue is ten thousand (10,000) shares of Common Stock, par value $0.01 per share (the "Common Stock"). All authorized shares of the Corporation shall be of a single class, designated as Common Stock. No shares of preferred stock or any other class of capital stock are authorized.

Section 4.2. Issuance of Shares. The Board of Directors of the Corporation is hereby authorized to issue, from time to time, all or any portion of the authorized and unissued shares of Common Stock for such consideration, whether in cash, property, services rendered, or any combination thereof, as the Board of Directors may determine in its sole discretion, subject to the requirements of the DGCL. Shares so issued sh

Section 4.3. Single-Class Structure. The single-class capital structure set forth in this Article IV is intended to be consistent with the Corporation's purpose as a blocker entity for investment in the Funds, and each share of Common Stock shall be identical in all respects to every other share of Common Stock, with each share entitled to one vote on all matters submitted to a vote of the stockholders and to equal p

ARTICLE V INCORPORATOR. The name and mailing address of the incorporator of the Corporation are as follows: Name: Stephen Adler Title/Affiliation: Associate, Calderwood & Harkness LLP Address: 400 South Ashbury Asset Advisors, Suite 3000, Wilmington, Delaware 19801 The incorporator is signing this Certificate of Incorporation for the sole purpose of forming the Corporation under the DGCL, and the powers of the incorp

Section 6.1. Management. The business and affairs of the Corporation shall be managed by or under the direction of its Board of Directors. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject to the provisions of the DGCL, this Certifica

Section 6.2. Initial Number of Directors. The initial number of directors constituting the Board of Directors shall be one (1). The initial director or directors of the Corporation need not be named in this Certificate of Incorporation. The initial director or directors shall be designated by the incorporator acting by written consent in accordance with Section 108 of the DGCL, which written consent shall be executed

Section 6.3. Changes in Number. The number of directors may be fixed, increased, or decreased from time to time exclusively as provided in the Bylaws of the Corporation, subject to any minimum or maximum number of directors set forth therein; provided, however, that the number of directors shall in no event be less than one (1), or such greater minimum number as may be required by the DGCL.

Section 6.4. Qualification. Directors need not be stockholders of the Corporation and need not be residents of the State of Delaware, unless otherwise required by the Bylaws of the Corporation.

ARTICLE VII LIMITATION OF DIRECTOR LIABILITY

Section 7.1. Exculpation. To the fullest extent permitted by the DGCL as it now exists or may hereafter be amended, a director of the Corporation shall not be personally liable to the Corporation or to its stockholders for monetary damages for breach of fiduciary duty as a director. Without limiting the effect of the preceding sentence, no elimination or limitation of the liability of a director hereunder shall apply

Section 7.2. Effect of Amendment. Any repeal or modification of this Article VII shall not adversely affect any right or protection of a director of the Corporation existing at the time of, or with respect to any acts or omissions occurring prior to, such repeal or modification. If the DGCL is hereafter amended to authorize the further elimination or limitation of the liability of directors, then the liability of a d

ARTICLE VIII INDEMNIFICATION. Section 8.1. Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by the DGCL as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to suc

Section 8.2. Advancement of Expenses. The Corporation shall pay the expenses (including attorneys' fees) incurred by any person entitled to indemnification under Section 8.1 of this Article VIII in defending any Proceeding in advance of its final disposition; provided, however, that, to the extent required by the DGCL, such payment of expenses in advance of the final disposition of the Proceeding shall be made only u

Section 8.3. Rights Not Exclusive. The rights to indemnification and advancement of expenses conferred in this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the Bylaws of the Corporation, any agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in such person's official capac

Section 8.4. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, limited liability company, or other enterprise, against any liability asserted against su

Section 8.5. Survival. The rights conferred by this Article VIII shall continue as to a person who has ceased to be a director, officer, employee, or agent of the Corporation and shall inure to the benefit of the heirs, executors, and administrators of such person.

ARTICLE IX DURATION. The Corporation shall have perpetual existence and shall continue in full force and effect until dissolved in accordance with the provisions of the DGCL.

ARTICLE X AMENDMENT. The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon the Corporation, its stockholders, directors, officers, and agents herein are granted subject to this reservation. Notwithstanding any other provisions of this Certificate of Incorpor

ARTICLE XI ACTIONS BY WRITTEN CONSENT

Section 11.1. Stockholder Action by Written Consent. Any action required or permitted to be taken at any annual or special meeting of the stockholders of the Corporation may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes tha

Section 11.2. Board Action by Written Consent. Unless otherwise restricted by this Certificate of Incorporation or the Bylaws of the Corporation, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent thereto in writing or by electronic transmissi

ARTICLE XII FISCAL YEAR. The fiscal year of the Corporation shall be the calendar year, commencing on January 1 and ending on December 31 of each year, unless otherwise determined by the Board of Directors. IN WITNESS WHEREOF, the undersigned incorporator has executed this Certificate of Incorporation on this _ day of ____, 2025. ________________________________________ Stephen Adler Incorporator Address: 400 South A