Contract analysis

Section 1. Management Fee Reduction 1.1 Early Close discount. The General Partner hereby confirms that the Limited Partner is committing to the Fund at the First Close. In accordance with the fee terms set forth in the Confidential Private Placement Memorandum dated March 15, 2025 (the "PPM") and the Partnership Agreement, the Limited Partner is entitled to a reduction of ten (10) basis points from the standard manag

Section 2. Co-Investment Rights 2.1 Pro Rata Co-Investment Allocation. The General Partner agrees that, with respect to any portfolio investment for which the Fund's aggregate equity commitment (including any equity funded through parallel vehicles managed by the Sponsor) exceeds One Hundred Fifty Million Dollars ($150,000,000) (a "Qualifying Investment"), the Limited Partner shall be offered a co-investment opportun

Section 3. LPAC Seat Designation 3.1 Designation Right. The General Partner agrees that, for the duration of the Fund Term (including any extensions thereof), the Limited Partner shall be entitled to designate one (1) representative to serve as a member of the Limited Partner Advisory Committee (the "LPAC") of the Fund, as established pursuant to the Partnership Agreement. The Limited Partner hereby designates Helen

Section 4. Excuse Rights 4.1 Restricted Jurisdictions. The Limited Partner shall have the right to be excused from participating in (and shall not be required to fund capital contributions with respect to) any portfolio investment that is located in, organized in, or derives a material portion (defined for purposes of this Section 4 as twenty-five percent (25%) or more) of its revenues from, any jurisdiction with res

Section 5. Public Records / FOIA Provisions 5.1 Governmental Plan Status. The Parties acknowledge and agree that the Limited Partner is a governmental pension plan and a public body subject to the public records and freedom of information laws, open meetings laws, and related open government requirements of the State of Northmoor, including, without limitation, the Northmoor Freedom of Information Act, the Northmoor

Section 6. Reporting Obligations 6.1 Quarterly Reports. In addition to the reporting obligations set forth in the Partnership Agreement, the General Partner shall provide the Limited Partner with quarterly unaudited financial statements of the Fund, together with a portfolio summary setting forth a description of each portfolio investment, the cost basis and estimated fair value of each portfolio investment, and a na

Section 7. Annual In-Person Meeting 7.1 Annual Meeting. The General Partner shall hold at least one (1) in-person annual meeting of limited partners during each calendar year following the First Close (the "Annual Meeting"). At each Annual Meeting, senior members of the Fund's investment team, including Marcus J. Harrowgate, Founder, Managing Partner and Chief Investment Officer, and Diana R. Castellano, Partner and

Section 8. Key Person Event Notification 8.1 Key Person Definition. The Parties acknowledge and confirm that the Key Persons for purposes of the Partnership Agreement are: (a) Marcus J. Harrowgate, Founder, Managing Partner and Chief Investment Officer of Harrowgate Capital Partners LLC; and (b) Diana R. Castellano, Partner and Co-Head of Investments of Harrowgate Capital Partners LLC. 8.2 Prompt Notice. The General

Section 9. GP Removal Provisions 9.1 No-Fault Removal. The Limited Partner acknowledges that, pursuant to Section 12.2(a) of the Partnership Agreement, the General Partner may be removed as general partner of the Fund without cause by a vote of not less than seventy-five percent (75%) in interest of the limited partners of the Fund (excluding commitments made by the General Partner, the Sponsor, and their respective

Section 10. Transfer and Assignment 10.1 Right of Transfer. The Limited Partner shall have the right to transfer all or a portion of its interest in the Fund in accordance with the transfer provisions set forth in Article XIV of the Partnership Agreement. Any such transfer shall be subject to the General Partner's prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed, and sh

Section 11. ERISA and Tax Matters 11.1 Governmental Plan Status. The Parties acknowledge and confirm that the Limited Partner is a "governmental plan" as defined in Section 3(32) of ERISA and Section 414(d) of the Internal Revenue Code of 1986, as amended, and, as such, is not subject to the provisions of Title I of ERISA (including the fiduciary responsibility, prohibited transaction, and reporting and disclosure re

Section 12. Most Favored Nation Rights 12.1 MFN Disclosure. The General Partner shall, within thirty (30) calendar days after the Final Close of the Fund (which Final Close is anticipated to occur no later than February 15, 2027), provide the Limited Partner with a written summary (the "MFN Disclosure") of all side letter provisions that have been granted to any other limited partner of the Fund and that are availabl

Section 13. Placement Agent Disclosure 13.1 Placement Agent Identity. The General Partner hereby confirms and discloses that Osprey Capital Markets LLC, a Delaware limited liability company and a broker-dealer registered with the U.S. Securities and Exchange Commission (the "SEC") and a member of the Financial Industry Regulatory Authority ("FINRA"), has been engaged by the Sponsor as the exclusive placement agent fo

Section 14. Subscription Credit Facility 14.1 Acknowledgment. The Limited Partner acknowledges that the Fund intends to establish a subscription credit facility (the "Subscription Facility") with Ashford National Bank, N.A. (the "Lender"), in an aggregate revolving commitment amount not to exceed Five Hundred Million Dollars ($500,000,000). The Subscription Facility will be secured by a first-priority security intere

Section 15. Indemnification 15.1 Preservation of Indemnification Rights. The Limited Partner shall have the full benefit of the indemnification provisions set forth in Article XVI of the Partnership Agreement, which provide for the indemnification of the limited partners against certain losses, damages, liabilities, costs, and expenses arising in connection with the Fund. Nothing in this Side Letter shall limit, abri

Section 16. Representations and Warranties 16.1 General Partner Representations and Warranties. The General Partner hereby represents and warrants to the Limited Partner as of the date hereof as follows: (a) Due Formation and Existence. The General Partner is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite limited liability

Section 17. Confidentiality 17.1 Confidential Treatment. Subject to Section 5 (Public Records / FOIA Provisions) of this Side Letter, the terms of this Side Letter shall be treated as confidential by both Parties, and neither Party shall disclose the terms hereof to any third party without the prior written consent of the other Party, except as expressly permitted herein or as required by applicable law, regulation,

Section 18. General Provisions 18.1 Governing Law. This Side Letter shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law 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. 18.2 Dispute Resolution