Contract analysis

ARTICLE I — CORPORATE INFORMATION AND PURPOSE

Section 1.1 — Name The name of the corporation is HGF V blocker Corp. (the "Corporation"). The Corporation is a C corporation organized and existing under the General Corporation Law of the State of Delaware (as amended from time to time, the "DGCL"). The Corporation was incorporated by the filing of a Certificate of Incorporation (the "Certificate of Incorporation") with the Secretary of State of the State of Delawa

Section 1.2 — Registered Office and Registered Agent The registered agent of the Corporation in the State of Delaware shall be Calderwood & Harkness LLP. The registered office of the Corporation in the State of Delaware shall be located at 400 South Ashbury Asset Advisors, Suite 3000, Wilmington, Delaware 19801, which is the office of the registered agent. The Board of Directors may, from time to time, change the reg

Section 1.3 — Principal Office The principal office of the Corporation shall be located at 1200 Concord Pike, Suite 600, Wilmington, Delaware 19803, which is co-located with the offices of Harrowgate Capital Partners LLC, a Delaware limited liability company ("Harrowgate Capital" or the "Sponsor"). The Board of Directors may change the location of the principal office of the Corporation from time to time as the Board

Section 1.4 — Purpose The Corporation is organized as a single-purpose blocker entity. The exclusive purpose of the Corporation is to hold, directly or indirectly, a limited partnership interest in Harrowgate Private Equity Fund V LP, a Delaware limited partnership (the "Fund"), or Harrowgate Fund V Parallel LP, a Delaware limited partnership (the "Parallel Fund" and, together with the Fund, the "Fund Entities"), and

Section 1.5 — Fiscal Year The fiscal year of the Corporation shall begin on January 1 and end on December 31 of each calendar year. The Board of Directors may change the fiscal year of the Corporation by resolution, subject to applicable provisions of the Code and the Treasury Regulations promulgated thereunder.

Section 2.1 — Annual Meeting An annual meeting of the stockholders of the Corporation shall be held at such date, time, and place (if any), either within or without the State of Delaware, as shall be designated from time to time by resolution of the Board of Directors and stated in the notice of the meeting. At the annual meeting, stockholders shall elect directors to succeed those whose terms have expired and shall

Section 2.2 — Special Meetings Special meetings of the stockholders of the Corporation may be called at any time by the Board of Directors, the Chairperson of the Board (if one has been designated), or the President. In addition, special meetings may be called by stockholders holding not less than a majority of the outstanding shares of capital stock of the Corporation entitled to vote at the proposed meeting, upon w

Section 2.3 — Notice of Meetings Written notice of each meeting of stockholders, stating the place (if any), date, time, the means of remote communication (if any) by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and the purpose or purposes for which the meeting is called, shall be given to each stockholder of record entitled to vote at such meeting not less than

Section 2.4 — Quorum The holders of a majority of the shares of capital stock issued and outstanding and entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business. If a quorum is not present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or re

Section 2.5 — Voting Each stockholder shall be entitled to one (1) vote for each share of capital stock held of record by such stockholder on the record date for the meeting, except as otherwise provided by the Certificate of Incorporation or the DGCL with respect to any class or series of stock. Except as otherwise provided by the Certificate of Incorporation, the DGCL, or these Bylaws, the affirmative vote of a maj

Section 2.6 — Action Without a Meeting Any action required or permitted to be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing (including by electronic transmission, as permitted by Section 228 of the DGCL), setting forth the action so taken, shall be signed by the holders of outstand

Section 2.7 — Proxies Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy. Such authorization may be accomplished by (a) a writing executed by the stockholder or by such stockholder's authorized agent, or (b) a transmission permitted by Section 212 o

Section 2.8 — Record Date The Board of Directors may fix, in advance, a record date for the determination of stockholders entitled to notice of or to vote at any meeting of stockholders, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution, or to exercise any rights in respect of any change, conversion, or exchange of stock, or fo

Section 2.9 — Stock Ledger The Corporation shall maintain a stock ledger, which may be maintained in any form permitted by Section 224 of the DGCL, containing the names and addresses of all stockholders of the Corporation and the number, class, and series (if applicable) of shares of capital stock held by each stockholder. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine

ARTICLE III — BOARD OF DIRECTORS

Section 3.1 — General Powers The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as otherwise provided by the DGCL or the Certificate of Incorporation. In the exercise of such authority, the Board of Directors shall have full power and authority to take all actions on behalf of the Corporation that are not by statute, the Certificate of Incorporatio

Section 3.2 — Number, Election, and Term The number of directors constituting the entire Board of Directors shall be not less than one (1) and not more than three (3), as determined from time to time by resolution adopted by the Board of Directors or the stockholders. The initial Board of Directors shall consist of such person or persons as shall be designated in the Certificate of Incorporation or appointed by the i

Section 3.3 — Vacancies Any vacancy on the Board of Directors, whether resulting from death, resignation, removal, disqualification, an increase in the authorized number of directors, or any other cause, may be filled by the affirmative vote of a majority of the remaining directors then in office, even if such remaining directors constitute less than a quorum of the Board, or by the sole remaining director. If there

Section 3.4 — Resignation and Removal Any director may resign at any time by giving written notice of such resignation to the Board of Directors, the Chairperson of the Board (if any), the President, or the Secretary. Such resignation shall take effect at the time specified therein or, if no time is specified, upon receipt thereof by the person or body to whom it is addressed. Unless otherwise specified in the notice

Section 3.5 — Regular Meetings Regular meetings of the Board of Directors may be held at such times and at such places, within or without the State of Delaware, as the Board may from time to time determine by resolution or as shall be specified in a notice of meeting. A regular meeting of the Board of Directors may be held without notice immediately after, and at the same place as, the annual meeting of stockholders.

Section 3.6 — Special Meetings Special meetings of the Board of Directors may be called at any time by the Chairperson of the Board (if one has been designated), the President, or any director. Notice of the time and place of each special meeting of the Board shall be given to each director at least twenty-four (24) hours before the meeting (or such shorter period as may be reasonable under the circumstances), by any

Section 3.7 — Quorum and Voting A majority of the total number of directors then in office (but in no event less than one-third (1/3) of the total number of directors fixed pursuant to Section 3.2 of these Bylaws) shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act

Section 3.8 — Action Without a Meeting 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 or such committee, as the case may be, consent thereto in writing or by electronic transmission in accordance with Section 141(f) of the DGCL. Such consent or consents shall have the same force and effect a

Section 3.9 — Telephonic and Electronic Meetings Members of the Board of Directors, or any committee designated by the Board, may participate in a meeting of the Board or such committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 3.9 shall constitute presence i

Section 3.10 — Committees The Board of Directors may, by resolution passed by a majority of the entire Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee. Any such committee, to the ex

Section 3.11 — Compensation of Directors Directors shall not receive compensation for their services as directors unless otherwise determined by resolution of the Board of Directors. Nothing herein contained shall be construed to preclude any director from serving the Corporation, Harrowgate Capital, or the Fund Entities in any other capacity and receiving compensation therefor. Directors shall be entitled to reimbur

Section 4.1 — Officers Generally The officers of the Corporation shall consist of a President, a Secretary, and a Treasurer, each of whom shall be elected by the Board of Directors. The Board of Directors may also appoint a Chairperson of the Board, one or more Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers and assistant officers as the Board may from tim

Section 4.2 — Election and Term of Office Officers shall be elected by the Board of Directors at its first meeting following the annual meeting of stockholders, or at such other time as the Board of Directors shall determine. Each officer shall hold office until a successor is duly elected and qualified, or until such officer's earlier death, resignation, removal, or disqualification. A failure to elect officers shal

Section 4.3 — President The President shall be the chief executive officer of the Corporation, unless the Board of Directors shall have designated a separate Chief Executive Officer. The President shall have general supervision and control of the business and affairs of the Corporation, subject to the overall direction and oversight of the Board of Directors, and shall see that all orders and resolutions of the Board

Section 4.4 — Secretary The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and shall record or cause to be recorded the proceedings thereof in a minute book to be kept for that purpose. The Secretary shall give, or cause to be given, all notices required to be given by these Bylaws, the Certificate of Incorporation, or by law. The Secretary shall be the custodian of

Section 4.5 — Treasurer The Treasurer shall have charge and custody of, and be responsible for, all funds and securities of the Corporation. The Treasurer shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit, or cause to be deposited, all moneys and other valuable effects in the name and to the credit of the Corporation in such banks, trust compan

Section 4.6 — Vice Presidents Each Vice President, if any, shall perform such duties and possess such powers as the Board of Directors or the President may from time to time prescribe. In the event of the absence, inability, or refusal to act of the President, the Vice President (or, if there shall be more than one, the Vice Presidents in the order designated by the Board of Directors, or in the absence of any such d

Section 4.7 — Removal of Officers Any officer of the Corporation may be removed by the Board of Directors at any time, with or without cause, by the affirmative vote of a majority of the entire Board. Such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

Section 4.8 — Resignation of Officers Any officer may resign at any time by giving written notice of such resignation to the Board of Directors, the President, or the Secretary. Such resignation shall take effect at the time specified therein or, if no time is specified, upon receipt thereof. Unless otherwise specified in the notice of resignation, the acceptance of such resignation shall not be necessary to make it

Section 4.9 — Vacancies A vacancy in any office, whether resulting from death, resignation, removal, disqualification, or any other cause, may be filled by the Board of Directors for the unexpired portion of the term of such office.

Section 5.1 — Authorized Shares The number and classes of shares of capital stock that the Corporation is authorized to issue shall be as set forth in the Certificate of Incorporation. As a single-purpose blocker entity, the authorized capital of the Corporation will be structured to accommodate equity investments from Tax-Exempt Investors that are limited partners (or prospective limited partners) of the Fund, inclu

Section 5.2 — Stock Certificates; Uncertificated Shares Shares of capital stock of the Corporation may be represented by certificates or may be uncertificated, as the Board of Directors may determine from time to time by resolution. If shares are represented by certificates, each certificate shall be in such form as the Board of Directors shall prescribe and shall be signed by the President or a Vice President and by

Section 5.3 — Transfers of Stock Transfers of shares of capital stock of the Corporation shall be made only on the stock ledger of the Corporation upon surrender of the certificate therefor (if the shares are certificated), properly endorsed or accompanied by a duly executed stock power or other proper evidence of authority to transfer, or, in the case of uncertificated shares, upon receipt of proper transfer instruc

Section 5.4 — Restriction on Transfer The shares of capital stock of the Corporation may not be sold, assigned, transferred, pledged, hypothecated, encumbered, or otherwise disposed of (each, a "Transfer"), in whole or in part, without the prior written consent of the Board of Directors, which consent may be granted or withheld in the sole and absolute discretion of the Board. This restriction on Transfer reflects th

Section 5.5 — Lost, Stolen, or Destroyed Certificates The Corporation may issue a new certificate of stock or uncertificated shares in place of any certificate theretofore issued by the Corporation that is alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, stolen, or destroyed, and upon such terms and conditions as the Board

Section 5.6 — Record Holders The Corporation shall be entitled to recognize the exclusive right of a person registered on its stock ledger as the owner of shares to receive dividends and other distributions and to vote as such owner, and the Corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not the Corporation sh

ARTICLE VI — INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

Section 6.1 — Right to Indemnification The Corporation shall indemnify, to the fullest extent permitted by the DGCL as it now exists or as it 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 said law permitted the Corporation to provide prior to such amendment), any person (an "Indemnitee") w

Section 6.2 — Advancement of Expenses The Corporation shall advance expenses (including attorneys' fees) incurred by an Indemnitee in defending any Proceeding in advance of its final disposition, upon receipt of an undertaking by or on behalf of such Indemnitee to repay such amounts if it shall ultimately be determined by final judicial decision from which there is no further right of appeal that such Indemnitee is n

Section 6.3 — Non-Exclusivity The rights to indemnification and advancement of expenses conferred by this Article VI shall not be exclusive of any other rights to which any person seeking indemnification or advancement of expenses may be entitled under the Certificate of Incorporation, any agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in such person's official capacity an

Section 6.4 — 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, or other enterprise, against any liability asserted against such person and incurred by s

Section 6.5 — Survival The rights to indemnification and advancement of expenses conferred by this Article VI shall survive the repeal or modification of this Article VI and shall inure to the benefit of any Indemnitee who has ceased to be a director or officer of the Corporation and shall inure to the benefit of such person's heirs, executors, administrators, and personal representatives. Any repeal or modification

ARTICLE VII — MISCELLANEOUS PROVISIONS

Section 7.1 — Dividends and Distributions The Board of Directors may declare and pay dividends or make other distributions upon the outstanding shares of capital stock of the Corporation out of funds legally available therefor, as determined in accordance with the DGCL, in such manner and upon such terms and at such times as the Board may determine. Given the Corporation's role as a single-purpose blocker entity, div

Section 7.2 — Checks, Drafts, and Notes All checks, drafts, or other orders for the payment of money, and all notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, or agent or agents, of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such resolution, such instr

Section 7.3 — Contracts and Instruments The Board of Directors may authorize any officer or officers, or any agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. Unless so authorized by the Board of Directors, or as otherwise expressly permitted by these Bylaws, no officer

Section 7.4 — Corporate Seal The Corporation may, but shall not be required to, have a corporate seal. If the Board of Directors adopts a corporate seal, it shall be in such form as shall be approved from time to time by the Board. The corporate seal, if any, may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.

Section 7.5 — Books and Records The Corporation shall keep correct and complete books and records of account, minutes of the proceedings of its stockholders and Board of Directors (and any committees thereof), and a stock ledger giving the names and addresses of all stockholders and the number and class of shares held by each. Such books and records may be kept at the principal office of the Corporation or at such ot

Section 7.6 — Tax Matters The Corporation shall timely prepare and file, or cause to be prepared and filed, all required federal, state, and local tax returns, including, without limitation, its federal corporate income tax return (IRS Form 1120) and any applicable state and local income or franchise tax returns. As a C corporation for federal income tax purposes, the Corporation will be subject to corporate income t

Section 7.7 — Notices Unless otherwise provided by these Bylaws, the Certificate of Incorporation, or the DGCL, all notices required or permitted to be given under these Bylaws shall be in writing and shall be deemed to have been duly given (a) when personally delivered to the person entitled thereto, (b) when sent by facsimile or electronic transmission (including electronic mail) to the facsimile number or electron

Section 7.8 — Waiver of Notice Whenever any notice is required to be given to any stockholder, director, or officer under the provisions of these Bylaws, the Certificate of Incorporation, or the DGCL, a waiver thereof in writing or by electronic transmission, signed by the person or persons entitled to such notice, whether given before or after the time stated therein, shall be deemed equivalent to the giving of such