Contract analysis

I. EXECUTIVE SUMMARY This memorandum sets forth Calderwood & Harkness LLP's ("C&H" or "we") recommended structural framework for Harrowgate Private Equity Fund V LP ("HPE Fund V" or "Fund V"), the fifth flagship buyout fund sponsored by Harrowgate Capital Partners LLC ("HCP" or the "Sponsor"). Fund V targets a hard cap of $2,000,000,000 (two billion dollars) in aggregate commitments across all fund vehicles, which wo

1. The Main Fund — Harrowgate Private Equity Fund V LP, a Delaware limited partnership, serving as the primary investment vehicle for the majority of limited partners.

2. The Parallel Fund — Harrowgate Fund V Parallel LP, a Delaware limited partnership, serving as a parallel investment vehicle for certain tax-exempt and non-U.S. limited partners requiring structural separation from the Main Fund.

3. The Offshore Feeder — Harrowgate Fund V Offshore SLP, a Cayman Islands exempted limited partnership, serving as the offshore vehicle for non-U.S. investors who prefer a Cayman Islands-domiciled investment vehicle.

4. The blocker Corporation — HGF V blocker Corp., a Delaware C corporation, serving as a blocker entity to mitigate unrelated business taxable income ("UBTI") for certain U.S. tax-exempt investors.

5. The General Partner — Harrowgate Fund V GP LLC, a Delaware limited liability company, serving as the general partner of all three fund vehicles. This structure is designed to accommodate the diverse investor base anticipated for Fund V. Based on preliminary discussions with HCP's investor relations team and the exclusive placement agent, Osprey Capital Markets LLC, the anticipated investor base includes: • U.S. ta

II. OVERVIEW OF RECOMMENDED FUND STRUCTURE A. Structural Diagram (Narrative Description) The recommended five-entity structure is organized as follows, with the relationships among the entities described narratively (a graphical structural diagram will be included in the private placement memorandum): At the apex of the structure sits Harrowgate Capital Partners LLC, the Sponsor, which is the SEC-registered investmen

III. THE MAIN FUND — HARROWGATE PRIVATE EQUITY FUND V LP A. Entity Type and Jurisdiction The Main Fund will be organized as a limited partnership formed under the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. §§ 17-101 et seq. ("DRULPA"). Delaware is the standard jurisdiction for U.S. private equity fund formation and offers a well-developed body of partnership law, significant judicial expertise in the

1. Northmoor State Pension System (governmental pension plan; $200M commitment);

2. Edgecombe Insurance Group Ltd. (Bermuda insurance company; $150M commitment); and

3. The Kingsbridge Endowment Fund (501(c)(3) endowment; $100M commitment). The LPAC will have customary advisory functions, including review and approval of conflicts of interest, valuation disputes, extension of the Fund Term, and certain GP affiliate transactions. The LPAC is advisory in nature and does not have fiduciary duties to the limited partners. LPAC members will be required to execute confidentiality agree

IV. THE PARALLEL FUND — HARROWGATE FUND V PARALLEL LP A. Entity Type and Jurisdiction The Parallel Fund will be organized as a limited partnership formed under the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. §§ 17-101 et seq. A Certificate of Limited Partnership will be filed with the Delaware Secretary of State, Division of Corporations, identifying Harrowgate Fund V GP LLC as the sole general partne

V. THE OFFSHORE FEEDER — HARROWGATE FUND V OFFSHORE SLP A. Entity Type and Jurisdiction The Offshore Feeder will be organized as an exempted limited partnership formed under the Cayman Islands Exempted Limited Partnership Act (as revised). The Cayman Islands is the most widely used offshore jurisdiction for private equity fund vehicles and offers a stable legal framework, tax neutrality, and well-developed service pr

VI. THE BLOCKER — HGF V BLOCKER CORP. A. Entity Type and Jurisdiction The blocker will be organized as a C corporation incorporated under the General Corporation Law of the State of Delaware. A Certificate of Incorporation will be filed with the Delaware Secretary of State, Division of Corporations. The blocker is a single-purpose entity incorporated solely to serve as a blocker corporation for U.S. tax-exempt invest

VII. THE GENERAL PARTNER — HARROWGATE FUND V GP LLC A. Entity Type and Jurisdiction The General Partner entity will be organized as a limited liability company formed under the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq. A Certificate of Formation will be filed with the Delaware Secretary of State, Division of Corporations; the filing number will be assigned upon acceptance of the Certificate.

VIII. COORDINATION AMONG VEHICLES — PARALLEL INVESTMENT MECHANICS A. Pro Rata Allocation All portfolio investments made by the Main Fund will be made simultaneously and on a pro rata basis by the Parallel Fund and the Offshore Feeder. The pro rata allocation is determined by each vehicle's share of aggregate commitments across all three vehicles. This allocation is formulaic and is not subject to the discretion of th