Contract analysis

Section 1. Definitions For purposes of this Side Letter, the following terms shall have the meanings set forth below: "Commitment" means the Capital Commitment of the Investor to the Offshore Feeder in the amount of One Hundred Seventy-Five Million Dollars ($175,000,000), as such amount may be reduced in accordance with the terms of the Partnership Agreement and this Side Letter. "Investor Vehicle" means Harrowgate F

Section 2. Sovereign Immunity Protections 2.1 Acknowledgment of Sovereign Status The General Partner acknowledges and agrees that the Investor is a sovereign wealth fund and an instrumentality of a foreign sovereign state. The General Partner further acknowledges that the Investor and its assets may be entitled to sovereign immunity from jurisdiction, attachment, execution, and other legal process under applicable la

Section 3. Sharia Compliance Screening and Excuse Rights 3.1 Pre-Investment Notification The General Partner shall provide the Investor with reasonable advance notice of each proposed portfolio investment by the Fund Vehicles. Such notice shall be provided not less than fifteen (15) business days prior to the funding deadline for any Capital Call relating to a new portfolio investment (or, if the General Partner reas

Section 4. Management Fee discount 4.1 Early Close discount In recognition of the Investor's commitment to the Offshore Feeder at or prior to the First Close (target date: August 15, 2025), the management fee applicable to the Investor during the Investment Period shall be reduced by ten (10) basis points from the standard rate of 1.75% per annum to 1.65% per annum on committed capital (the "Early Close discount"). T

Section 5. Co-Investment Rights 5.1 Co-Investment Opportunity The General Partner shall offer the Investor the right (but not the obligation) to co-invest alongside the Fund Vehicles in portfolio investments where the aggregate equity investment by the Fund Vehicles (including, for this purpose, equity investments by the Main Fund, the Parallel Fund, and the Offshore Feeder on a combined basis) exceeds One Hundred Fi

Section 6. LPAC Observer Rights 6.1 Observer Seat The General Partner shall grant the Investor the right to designate one (1) observer (the "Observer") to attend all meetings of the Limited Partner Advisory Committee (the "LPAC") of the Fund Vehicles. The Observer shall be entitled to receive all materials, reports, presentations, and other information distributed to LPAC members in advance of or at each LPAC meeting

Section 7. FOIA / Transparency Carve-Outs 7.1 Confidential Treatment The General Partner acknowledges that the Investor, as a sovereign wealth fund and instrumentality of a foreign sovereign state, is not subject to the freedom of information, public records, or open meetings laws of the United States or any state or political subdivision thereof. The General Partner further acknowledges that the Investor may be subj

Section 8. ECI / FIRPTA Withholding Provisions 8.1 Tax Structuring The General Partner acknowledges that the Investor is a non-U.S. person for U.S. federal income tax purposes and is investing through the Offshore Feeder (Harrowgate Fund V Offshore SLP, a Cayman Islands exempted limited partnership) in part to mitigate the Investor's exposure to U.S. effectively connected income ("ECI") under Sections 871(b) and 882

Section 9. Reporting and Investor Communications 9.1 Currency. All financial reports, capital account statements, distribution notices, capital call notices, and other financial or accounting communications furnished to the Investor by or on behalf of the General Partner, the Sponsor, or the Fund Vehicles shall be denominated in United States Dollars (USD). To the extent that any Fund Vehicle holds investments denomi

Section 10. Transfer Provisions 10.1 Transfer Rights Notwithstanding any provision of the Partnership Agreement to the contrary, the Investor shall have the right to transfer all or a portion of its interest in the Offshore Feeder to: (a) any successor entity, agency, department, or instrumentality of the Investor's home sovereign state; or (b) any entity that is wholly owned, directly or indirectly, by the Investor

Section 11. Key Person Event 11.1 Key Person Notification The General Partner shall promptly notify the Investor in writing (and in any event within five (5) business days) of the occurrence of a Key Person Event (as defined in the Partnership Agreement), i.e., if either Marcus J. Harrowgate or Diana R. Castellano ceases to devote substantially all of his or her professional time and efforts to the business and affai

Section 12. Removal of the General Partner 12.1 No-Fault Removal The Investor's Commitment shall be counted for purposes of determining whether the seventy-five percent (75%)-in-interest threshold required for no-fault removal of the General Partner under the Partnership Agreement has been achieved. For purposes of such determination, the interests of the General Partner and any limited partner affiliated with the Ge

Section 13. MFN Rights 13.1 Most Favored Nation The Investor shall be entitled to most favored nation ("MFN") election rights available to limited partners committing Fifty Million Dollars ($50,000,000) or more, in accordance with the MFN provisions of the Partnership Agreement. The General Partner shall, following the Final Close of the Fund Vehicles, disclose to the Investor the terms of all side letters, supplemen

Section 14. Anti-Money Laundering and Sanctions Compliance 14.1 Representations. The Investor represents and warrants to the General Partner that, as of the date hereof and as of the date of each Capital Contribution: (a) Neither the Investor, nor any person or entity that directly or indirectly owns or controls the Investor, is (i) a person or entity listed on the Specially Designated Nationals and blocked Persons L

Section 15. Representations and Warranties of the Investor The Investor hereby represents and warrants to the General Partner as follows, as of the date hereof and as of the date of each Capital Contribution: (a) Organization and Existence. The Investor is duly organized, validly existing, and in good standing (to the extent such concept is applicable) under the laws of its home sovereign jurisdiction, and has all re

Section 16. General Provisions 16.1 Conflict with Partnership Agreement In the event of any conflict or inconsistency between the provisions of this Side Letter and the provisions of the Partnership Agreement, the provisions of this Side Letter shall control and prevail as between the General Partner and the Investor, and the Partnership Agreement shall be deemed amended and supplemented to the extent necessary to gi

1. Purpose. The purpose of this Protocol is to establish a clear, consistent, and mutually agreed-upon process for determining whether a proposed portfolio investment of the Fund Vehicles constitutes a Sharia Non-Compliant Investment, thereby triggering the Investor's excuse rights under Section 3 of the Side Letter.

2. Categories of Excluded Activities For purposes of this Protocol, a proposed portfolio investment shall be considered a potential Sharia Non-Compliant Investment if the target company or any of its material subsidiaries is engaged in, or derives revenues from, any of the following categories of activity (each, an "Excluded Activity"): (a) Alcohol. The production, distribution, marketing, or sale of alcoholic bevera

3. Revenue Materiality Threshold A proposed portfolio investment shall be deemed to involve an Excluded Activity for purposes of this Protocol if the target company (together with its consolidated subsidiaries) derives, or is reasonably expected to derive, more than five percent (5%) of its consolidated revenues from any one or more Excluded Activities during the most recently completed fiscal year for which audited

4. Screening Process The Sharia compliance screening process shall operate as follows: Step 1: Pre-Investment Notification. The General Partner shall deliver to the Investor a written pre-investment notification in accordance with Section 3.1 of the Side Letter, not less than fifteen (15) business days (or, in the case of time-sensitive transactions, not less than seven (7) business days) prior to the funding deadlin