Contract analysis

ARTICLE I — DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Fund LPA. "Act" means the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq., as amended from time to time. "Affiliate" means, with respect to any Person, (a) any other Person that directl

ARTICLE II — FORMATION AND ORGANIZATION

Section 2.1 — Formation The Company was formed as a limited liability company under the Act upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware. The registered agent of the Company in the State of Delaware is Calderwood & Harkness LLP, with offices at 400 South Ashbury Asset Advisors, Suite 3000, Wilmington, Delaware 19801 (C&H Matter Number 1003-00002). The Member her

Section 2.2 — Name The name of the Company is "Harrowgate Fund V GP LLC." The Company may conduct its business and affairs under such name or any other name approved by the Member from time to time. The Member shall have the authority to cause the Company to file any assumed name certificates, trade name registrations, or similar filings as may be necessary or appropriate in connection with the Company's business.

Section 2.3 — Principal Office The principal office of the Company is located at 1200 Concord Pike, Suite 600, Wilmington, Delaware 19803. The Member may change the location of the principal office at any time and from time to time upon written notice to any parties entitled to receive such notice under this Agreement or any agreement to which the Company is a party.

Section 2.4 — Registered Office and Registered Agent The registered office of the Company in the State of Delaware is located at 400 South Ashbury Asset Advisors, Suite 3000, Wilmington, Delaware 19801. The registered agent of the Company at such address is Calderwood & Harkness LLP. The Member may change the registered office and registered agent of the Company from time to time in accordance with the Act, and shall

Section 2.5 — Purpose The Company is formed for the following limited purposes: (a) serving as the sole general partner of Harrowgate Private Equity Fund V LP, a Delaware limited partnership, and managing the business and affairs of the Fund in accordance with the Fund LPA; (b) serving as the sole general partner of Harrowgate Fund V Parallel LP, a Delaware limited partnership, and managing the business and affairs o

Section 2.6 — Term The Company shall continue in existence perpetually until dissolved in accordance with Article X of this Agreement or as otherwise required by the Act. It is anticipated that the Company's existence will parallel the term of the Fund, which shall be ten (10) years from the date of Final Close, subject to two (2) one-year extensions at the sole discretion of the Company (as general partner of the Fu

Section 2.7 — Filings The Member shall cause to be filed all certificates, documents, and reports required to be filed under the Act and any other applicable law in connection with the formation, continuation, and dissolution of the Company, including any amendments to the Certificate of Formation that may be necessary or desirable from time to time. The Member shall also cause to be filed or maintained any registrat

ARTICLE III — MEMBER; MEMBERSHIP INTEREST

Section 3.1 — Sole Member Harrowgate Capital Partners LLC is the sole member of the Company. The Member holds one hundred percent (100%) of the membership interest in the Company, representing all of the outstanding limited liability company interests in the Company. The principal office of the Member is located at 1200 Concord Pike, Suite 600, Wilmington, Delaware 19803. The Member shall have all rights, powers, and

Section 3.2 — Admission of Additional Members No additional members shall be admitted to the Company without the prior written consent of the Member. The Member may, in its sole and absolute discretion, admit one or more additional members to the Company on such terms and conditions as the Member may determine. Any such admission shall require an amendment to this Agreement specifying the terms of such admission, inc

Section 3.3 — No Withdrawal The Member may not withdraw or resign from the Company except (a) in connection with a dissolution of the Company under Article X of this Agreement, or (b) in connection with a transfer of the entire membership interest of the Member in accordance with Article IX of this Agreement. Any attempted withdrawal in contravention of this Section 3.3 shall be null and void and of no force or effec

Section 3.4 — Liability of the Member The Member shall not be personally liable for the debts, obligations, or liabilities of the Company solely by reason of being a member of the Company, except to the extent otherwise provided by the Act or as expressly agreed in this Agreement, the Fund LPA, or any other written agreement. Nothing in this Section 3.4 shall be construed to limit or otherwise affect the Member's lia

ARTICLE IV — MANAGEMENT AND AUTHORITY

Section 4.1 — Management by the Member The business and affairs of the Company shall be managed exclusively by the Member. The Member shall have full, exclusive, and complete authority, power, and discretion to manage and control the business, affairs, and properties of the Company, to make all decisions regarding those matters, and to perform any and all acts or activities customary or incident to the management of

Section 4.2 — Officers The Member may from time to time designate one or more Officers of the Company, who shall have such titles, authority, responsibilities, and duties as the Member may determine in its sole discretion. Officers shall serve at the pleasure of the Member and may be removed, with or without cause, and replaced at any time by the Member without the consent of any other Person. The designation of Offi

Section 4.3 — Authority to Bind the Company The Member, the President, and any other duly authorized Officer may execute and deliver any and all agreements, contracts, instruments, certificates, documents, and other writings on behalf of the Company, and may take any and all actions in the name and on behalf of the Company that the Member deems necessary or appropriate in connection with the business and affairs of t

Section 4.4 — Key Person Provisions The Member acknowledges and agrees that Marcus J. Harrowgate and Diana R. Castellano are designated as "Key Persons" under the Fund LPA. The Member shall use commercially reasonable efforts to cause each Key Person to devote substantially all of his or her professional time, attention, and business efforts to the business and affairs of the Fund and the Parallel Fund during the Inv

Section 4.5 — Delegation The Member may delegate any of its management authority to one or more Officers, or to any committee, advisory board, investment committee, or other Person or entity, on such terms and subject to such conditions as the Member may determine, provided that no such delegation shall relieve the Member of its duties and obligations under this Agreement, the Fund LPA, or applicable law. Any delegat

Section 4.6 — Investment Decisions Investment decisions on behalf of the Fund shall be made by the Member, acting through the Company as general partner, in accordance with the investment strategy, investment guidelines, and investment restrictions set forth in the Fund LPA and the Confidential Private Placement Memorandum. The Fund's investment strategy is focused on North American mid-market and upper-mid-market le

Section 4.7 — Third-Party Arrangements The Member, on behalf of the Company in its capacity as general partner of the Fund, is hereby authorized to engage, retain, and compensate third-party service providers for the Fund, the Parallel Fund, and any related vehicles, including, without limitation, the following: (a) Fund Administrator. Pinnacle Fund Services LLC shall serve as the fund administrator for the Fund. The

Section 4.8 — Subscription Facility Borrowing The Company, as general partner of the Fund, may cause the Fund to enter into and borrow under a subscription credit facility with Ashford National Bank, N.A. (or any successor lender), subject to the following limitations set forth in the Fund LPA: (a) Outstanding subscription facility borrowings shall not exceed twenty-five percent (25%) of uncalled capital commitments

ARTICLE V — CAPITAL CONTRIBUTIONS

Section 5.1 — Initial Capital Contribution The Member shall make an initial Capital Contribution to the Company in the amount of [●] Dollars ($[●]) in cash upon or promptly following the formation of the Company. Such initial Capital Contribution shall constitute the Member's initial investment in the Company and shall be credited to the Member's capital account.

Section 5.2 — GP Commitment to the Fund The Company (or, at the Member's election, the Member directly) shall make a capital commitment to the Fund equal to two and one-half percent (2.5%) of the aggregate capital commitments to the Fund (the "GP Commitment"). At the Fund's target hard cap of Two Billion Dollars ($2,000,000,000), the GP Commitment shall equal Fifty Million Dollars ($50,000,000). The calculation of th

Section 5.3 — Organizational Expenses The Company may fund Organizational Expenses of the Fund from Fund assets, subject to the cap of Three Million Five Hundred Thousand Dollars ($3,500,000). All Organizational Expenses in excess of Three Million Five Hundred Thousand Dollars ($3,500,000) shall be borne by the Member and shall not be charged to the Fund or the limited partners. Organizational Expenses shall include,

Section 5.4 — No Additional Capital Contributions Except as set forth in Section 5.2, the Member shall not be required to make any additional Capital Contributions to the Company without its prior written consent. The Member may, in its sole discretion, make additional Capital Contributions to the Company from time to time for any purpose, including to fund the Company's share of expenses, to satisfy Clawback Obligat

Section 5.5 — No Interest No interest shall accrue on any Capital Contributions made to the Company, regardless of when such contributions are made or the period during which they are held by the Company.

ARTICLE VI — ALLOCATIONS AND DISTRIBUTIONS

Section 6.1 — Allocations Generally All items of income, gain, loss, deduction, and credit of the Company, and all net profits and net losses of the Company, shall be allocated to the Member in accordance with its one hundred percent (100%) membership interest in the Company, subject to the provisions of Section 6.2 relating to Carried Interest allocations.

Section 6.2 — Carried Interest Allocations The Company, as general partner of the Fund, shall be entitled to receive Carried Interest equal to twenty percent (20%) of the net profits of the Fund in excess of the Preferred Return (eight percent (8%) per annum, compounded annually), as determined and distributed in accordance with the European-style (whole-fund) waterfall set forth in the Fund LPA. The European-style w

Section 6.3 — Management Fee The Company (or its designee, Harrowgate Capital Partners LLC) shall be entitled to receive the Management Fee from the Fund, calculated and payable as follows: (a) During the Investment Period: one and seventy-five hundredths percent (1.75%) per annum of committed capital (i.e., the aggregate capital commitments of the limited partners to the Fund), payable quarterly in advance. At full

Section 6.4 — Distributions to the Member All amounts received by the Company, including, without limitation, Carried Interest, Management Fees (to the extent retained by the Company and not paid directly to the Member), distributions of capital, and any other distributions or payments from the Fund, the Parallel Fund, or any related vehicle, shall be distributed to the Member at such times and in such amounts as the

Section 6.5 — Sub-Allocation of Carried Interest Among Principals The Member shall determine the sub-allocation of Carried Interest among the Principals and other investment professionals, partners, and employees of Harrowgate Capital Partners LLC, in the Member's sole and absolute discretion. The initial sub-allocation percentages, which are subject to adjustment by the Member from time to time, are as follows: The

Section 6.6 — Tax Distributions The Company shall use commercially reasonable efforts to make tax distributions to the Member in amounts sufficient to cover the Member's (and its direct or indirect beneficial owners') estimated federal, state, and local income tax liability arising from the Company's allocable share of taxable income of the Fund, determined using the highest combined marginal tax rate applicable to i

ARTICLE VII — CLAWBACK OBLIGATIONS

Section 7.1 — GP Clawback Upon the final liquidation and winding up of the Fund, if the Company has received cumulative Carried Interest distributions that exceed the amount to which the Company would be entitled on a cumulative basis under the Fund waterfall described in Section 6.2 (after giving effect to all Fund investments, dispositions, write-downs, write-offs, and other realized and unrealized gains and losses

Section 7.2 — Principal Guarantees Each of the following Principals personally guarantees the Clawback Obligation on a several (and not joint) basis, in proportion to his or her respective share of Carried Interest allocations received from the Company (directly or indirectly through the Member): (a) Marcus J. Harrowgate; (b) Diana R. Castellano; and (c) Jonathan P. Birch. Each Principal's maximum liability under thi

Section 7.3 — Escrow and Holdback The Member may, in its sole discretion, establish an escrow account or holdback reserve from Carried Interest distributions to fund potential Clawback Obligations. Any amounts held in escrow or reserve shall be invested in short-term, investment-grade liquid instruments and shall be released to the Member (or distributed to the Fund in satisfaction of the Clawback Obligation, as appl

Section 7.4 — Survival The Clawback Obligation and the related Principal guarantees set forth in this Article VII shall survive the dissolution and winding up of the Company and shall remain enforceable for a period of three (3) years following the date of the final distribution by the Fund to the limited partners. Any claim by the Fund or any limited partner in respect of the Clawback Obligation must be asserted in

ARTICLE VIII — INDEMNIFICATION AND EXCULPATION

Section 8.1 — Exculpation Neither the Company, the Member, nor any Officer, employee, or agent of the Company or the Member (each, an "Exculpated Person") shall be liable to the Company, any other member (if additional members are admitted), or to any limited partner of the Fund for any loss, damage, claim, liability, cost, or expense arising from any act or omission performed or omitted by such Exculpated Person in

Section 8.2 — Indemnification of the Member, Officers, and Agents The Company shall, to the fullest extent permitted by the Act and applicable law, indemnify and hold harmless the Member, each Officer, each Principal, and their respective agents, employees, partners, members, managers, and representatives (each, an "Indemnified Person") from and against any and all losses, claims, damages, liabilities, expenses (incl

Section 8.3 — Insurance The Company may obtain and maintain, at the Company's or the Fund's expense (to the extent permitted by the Fund LPA), directors' and officers' liability insurance, errors and omissions insurance, and such other insurance coverage as the Member may deem appropriate to cover the Indemnified Persons against any Losses for which indemnification is provided under this Article VIII. The coverage am

Section 8.4 — Non-Exclusivity The indemnification and exculpation provisions of this Article VIII are in addition to, and not exclusive of, any other rights to which an Indemnified Person or Exculpated Person may be entitled under any other agreement, the Act, or otherwise. The rights to indemnification and exculpation provided in this Article VIII shall inure to the benefit of the heirs, estates, executors, administ

ARTICLE IX — TRANSFER OF MEMBERSHIP INTEREST

Section 9.1 — Restrictions on Transfer The Member may not transfer, sell, assign, pledge, hypothecate, encumber, or otherwise dispose of (each, a "Transfer") all or any portion of its membership interest in the Company without the prior written consent of the limited partners of the Fund, if such Transfer would materially and adversely affect the Fund or its limited partners. Any purported Transfer in violation of th

Section 9.2 — Permitted Transfers Notwithstanding Section 9.1, the Member may Transfer its membership interest to an Affiliate of the Member without the consent of any other Person, provided that: (a) the transferee Affiliate assumes in writing all obligations of the Member under this Agreement, the Fund LPA, the Parallel Fund LPA, and applicable law; (b) the transferee Affiliate is capable of fulfilling the duties a

Section 9.3 — Substitute Member Any transferee of the Member's membership interest that is admitted to the Company as a substitute member in accordance with this Agreement shall succeed to all of the rights, powers, and obligations of the transferring Member under this Agreement, including, without limitation, the obligation to serve as general partner of the Fund and the Parallel Fund, and the Clawback Obligations s

ARTICLE X — DISSOLUTION AND WINDING UP

Section 10.1 — Events of Dissolution The Company shall be dissolved upon the earliest to occur of any of the following events: (a) the written determination of the Member to dissolve the Company; (b) the dissolution, liquidation, and winding up of both the Fund and the Parallel Fund (and any other vehicles of which the Company serves as general partner, managing member, or manager); (c) the entry of a decree of judic

Section 10.2 — Winding Up Upon dissolution, the Member (or a liquidating agent appointed by the Member) shall wind up the affairs of the Company as promptly as reasonably practicable. In winding up, the Member or liquidating agent shall: (a) discharge or make reasonable provision for all liabilities of the Company, including contingent, conditional, and unmatured liabilities, in the order of priority required by appl

Section 10.3 — Certificate of Cancellation Upon the completion of the winding up of the affairs of the Company, the Member (or the liquidating agent) shall file a Certificate of Cancellation with the Secretary of State of the State of Delaware in accordance with Section 18-203 of the Act, and shall take all other actions necessary to terminate the existence of the Company.

Section 10.4 — Survival of Clawback The dissolution, liquidation, and winding up of the Company shall not extinguish or otherwise affect the Clawback Obligation or the Principal guarantees set forth in Article VII of this Agreement, each of which shall survive the dissolution and termination of the Company in accordance with Section 7.4.

ARTICLE XI — BOOKS, RECORDS, AND REPORTS

Section 11.1 — Books and Records The Company shall keep full and accurate books and records of the Company's business and affairs at its principal office or at such other location as the Member may determine. The Company shall maintain, or cause to be maintained (through Pinnacle Fund Services LLC as fund administrator or such other service provider as the Member may designate), complete and accurate records of all t

Section 11.2 — Fiscal Year The fiscal year of the Company shall be the calendar year, commencing on January 1 and ending on December 31 of each year. The first fiscal year of the Company shall commence on the date of formation of the Company and end on December 31 of the year in which the Company is formed.

Section 11.3 — Tax Returns The Company, to the extent it is treated as a disregarded entity for U.S. federal income tax purposes (as a single-member limited liability company), shall not file a separate U.S. federal income tax return. All items of income, gain, loss, deduction, and credit of the Company shall be reported on the federal income tax return of the Member (or its owners, as applicable) in accordance with

Section 11.4 — Auditor The Company shall engage Caldwell, Fitch & Hartley LLP as the independent auditor for the Fund. The primary contact for audit matters shall be Robert A. Fonseca, Audit Partner, at 30 Rockefeller Plaza, Suite 4500, New York, New York 10112. The independent auditor shall conduct annual audits of the Fund's financial statements in accordance with U.S. generally accepted auditing standards and shal