Contract analysis

Section 1: Introduction and Purpose This Most Favored Nation Election Notice (this "Notice") is delivered by Harrowgate Fund V GP LLC, a Delaware limited liability company and the sole general partner (the "General Partner") of Harrowgate Private Equity Fund V LP, a Delaware limited partnership (the "Fund" or "HPE Fund V"). The General Partner is delivering this Notice pursuant to Section 11.08 (the "MFN Provision")

Section 2: Definitions For purposes of this Notice, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined in this Notice shall have the meanings ascribed to them in the LPA. "Available Provisions" means those Side Letter provisions that are available for election by Eligible Limited Partners pursuant to the MFN Provision, as more fully described in Section 5 of

Section 3: MFN Right — Summary of Terms The MFN Provision set forth in Section 11.08 of the LPA provides, in relevant part, that within thirty (30) days following the Final Close, the General Partner shall deliver to each Eligible Limited Partner a notice setting forth the Available Provisions granted in Side Letters to one or more Limited Partners of the Fund. Each Eligible Limited Partner (being a Limited Partner t

Section 4: Excluded Provisions As contemplated by the MFN Provision and consistent with customary practice in institutional private equity fund formations, certain categories of Side Letter provisions are excluded from the MFN election process. These Excluded Provisions reflect the particular legal, tax, regulatory, or organizational status of the Limited Partner to which they were originally granted, and their terms

Section 5: Available Provisions — Summary The following is a narrative summary of the categories of Available Provisions that Eligible Limited Partners may elect pursuant to this Notice. The complete terms and conditions of each Available Provision, including any applicable eligibility requirements, are set forth in Exhibit A attached hereto, which should be reviewed carefully prior to making any election. In the eve

Section 6: Election Procedures 6.1 How to Make an Election Each Eligible Limited Partner wishing to elect one or more Available Provisions must complete, execute, and deliver the Election Form attached hereto as Exhibit B (the "Election Form") to the General Partner in accordance with the delivery instructions set forth below. The Election Form requires the Eligible Limited Partner to identify the specific Available

Section 7: Confidentiality This Notice, including the Schedule of Available Provisions set forth in Exhibit A and the Election Form attached as Exhibit B, contains confidential and proprietary information of the Fund and the General Partner. The information disclosed herein regarding the terms of Side Letters entered into by the General Partner with certain Limited Partners is being provided solely for the purpose of

Section 8: General Provisions Governing Law. This Notice and any elections made hereunder shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of law thereof that would result in the application of the laws of any other jurisdiction. Dispute Resolution. Any dispute, controversy, or claim arising out of or relating to this Notice or any

1. The undersigned has a capital commitment to the Fund (or to one or more of the Fund Vehicles, as applicable) of at least Fifty Million Dollars ($50,000,000) and is an "Eligible Limited Partner" as defined in the MFN Election Notice dated [____, 2027] (the "Notice").

2. The undersigned has received and carefully reviewed the Notice, including Exhibit A (Schedule of Available Provisions) and Section 4 (Excluded Provisions), and has had the opportunity to consult with its legal, tax, and investment advisors regarding its MFN election rights and the Available Provisions described therein.

3. The undersigned understands that certain Available Provisions are subject to conditions, including, without limitation, commitment-size thresholds and closing-date requirements, and that the General Partner will confirm the undersigned's eligibility to receive each elected Available Provision. The undersigned further understands that an election of an Available Provision for which the undersigned does not satisfy

4. The undersigned acknowledges that each election made pursuant to this Election Form is irrevocable upon delivery of this Election Form to the General Partner, unless the General Partner otherwise consents in writing. The undersigned may not modify, amend, or withdraw its elections except with the prior written consent of the General Partner.

5. The undersigned acknowledges that the information contained in the Notice, Exhibit A, and this Election Form is confidential and proprietary to the Fund and the General Partner, and is subject to the confidentiality provisions of the LPA (including Section 10.01 thereof) and any existing Side Letter between the undersigned and the General Partner. The undersigned agrees not to disclose such information to any thir

6. The undersigned understands that the Available Provisions elected herein will be incorporated into a Side Letter (or, if the undersigned has an existing Side Letter, a supplement or amendment to such existing Side Letter) between the undersigned and the General Partner, and that such Side Letter, supplement, or amendment will contain the definitive terms of the elected provisions. The undersigned further understan