Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Act" means the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. § 17-101 et seq., as it may be amended from time to time, and any successor statute thereto. "Adjusted Capital Account" means, with respect to each Partner, such Partner's Capital Account as of the end of the relevant Fiscal Yea

Section 1.2 — Interpretation and Construction (a) The headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed to constitute a part hereof or to affect the meaning or interpretation of any provision of this Agreement. (b) Unless the context otherwise requires: (i) words importing the singular shall include the plural, and vice versa; (ii) words importing

ARTICLE II — FORMATION, NAME, AND PURPOSE

Section 2.1 — Formation The Partnership has been formed as a limited partnership under and pursuant to the Act by the filing (or the contemplated filing on or prior to the date of the First Close) of a Certificate of Limited Partnership with the Secretary of State of the State of Delaware. The Certificate of Limited Partnership identifies Harrowgate Fund V GP LLC as the sole general partner of the Partnership. The re

Section 2.2 — Name The Partnership shall operate under the name "Harrowgate Private Equity Fund V LP" and may conduct business under such other names as the General Partner may determine from time to time. The General Partner shall have the right to change the name of the Partnership at any time and from time to time; provided, that the General Partner shall give prior written notice to the Limited Partners of any su

Section 2.3 — Purpose The purpose of the Partnership is: (a) To make equity and equity-related investments, directly or indirectly (including through holding companies, special purpose vehicles, or other intermediary entities), primarily in North American mid-market and upper-mid-market companies operating in the industrials, business services, healthcare services, and technology-enabled services sectors, with target

Section 2.4 — Principal Office The principal office of the Partnership shall be located at 1200 Concord Pike, Suite 600, Wilmington, Delaware 19803, which is the headquarters of Harrowgate Capital Partners LLC, or at such other location as the General Partner may determine from time to time. The General Partner shall give written notice to the Limited Partners of any change in the principal office of the Partnership.

Section 2.5 — Term (a) The Partnership shall continue in full force and effect until the tenth (10th) anniversary of the Final Close (the "Fund Term"), unless earlier dissolved in accordance with Article XIII of this Agreement. (b) The General Partner may, in its sole discretion, extend the Fund Term for up to two (2) consecutive periods of one (1) year each by providing written notice to the Limited Partners at leas

Section 2.6 — Registered Agent The registered agent for service of process on the Partnership in the State of Delaware shall be Calderwood & Harkness LLP, at 400 South Ashbury Asset Advisors, Suite 3000, Wilmington, Delaware 19801, or such other registered agent as the General Partner may designate from time to time in accordance with the Act.

Section 2.7 — Parallel Vehicles (a) The General Partner may, in its sole discretion, establish, organize, and maintain one or more parallel investment vehicles to invest alongside the Fund, including (i) Harrowgate Fund V Parallel LP, a Delaware limited partnership (the "Parallel Fund"), (ii) Harrowgate Fund V Offshore SLP, a Cayman Islands exempted limited partnership (the "Offshore Feeder"), and (iii) HGF V blocker

Section 2.8 — Fiscal Year The Fiscal Year of the Partnership shall be the calendar year, commencing on January 1 and ending on December 31 of each year; provided, that the first Fiscal Year shall commence on the date of the First Close and end on December 31 of such calendar year, and the last Fiscal Year shall end on the date upon which all assets of the Partnership have been distributed and the Certificate of Limit

ARTICLE III — PARTNERS; ADMISSIONS

Section 3.1 — General Partner (a) Harrowgate Fund V GP LLC, a Delaware limited liability company, the sole member of which is Harrowgate Capital Partners LLC, a Delaware limited liability company, is hereby admitted as the sole general partner of the Partnership upon its execution of this Agreement. The General Partner shall serve as the sole general partner of the Partnership for the duration of the Fund Term, subje

Section 3.2 — Limited Partners (a) Each Limited Partner shall be admitted to the Partnership upon (i) the execution and delivery by such Limited Partner of a Subscription Agreement and the joinder or counterpart signature page to this Agreement, (ii) the acceptance of such Limited Partner's Capital Commitment by the General Partner, and (iii) the occurrence of the applicable Closing (as defined below) at which such L

Section 3.3 — First Close (a) The First Close of Capital Commitments to the Partnership is targeted to occur on August 15, 2025 (the "First Close"), at which time the General Partner shall accept Capital Commitments from one or more Limited Partners. (b) The First Close shall not occur unless the aggregate Capital Commitments accepted at the First Close (including the GP Commitment) equal or exceed Seven Hundred Fift

Section 3.4 — Subsequent Closes (a) Following the First Close, the General Partner may hold one or more Subsequent Closes at such times as the General Partner may determine, at which additional Limited Partners may be admitted to the Partnership and/or existing Limited Partners may increase their Capital Commitments. Subsequent Closes may occur on a rolling basis through the Final Close Deadline of February 15, 2027

Section 3.5 — Minimum LP Commitment Each Limited Partner shall be required to make a Capital Commitment of at least Ten Million Dollars ($10,000,000) (the "Minimum LP Commitment"); provided, that the General Partner may, in its sole discretion, waive or reduce the Minimum LP Commitment for any particular Limited Partner or class of Limited Partners.

Section 3.6 — Schedule of Partners (a) The General Partner shall establish and maintain a Schedule of Partners (attached hereto as Schedule A), setting forth each Partner's name, Capital Commitment, date of admission, and Percentage Interest. The Schedule of Partners shall be updated by the General Partner following each Closing and upon the occurrence of any Transfer, withdrawal, default, or other event affecting th

ARTICLE IV — CAPITAL COMMITMENTS AND CAPITAL CONTRIBUTIONS

Section 4.1 — Capital Commitments (a) Each Partner's Capital Commitment shall be as set forth in such Partner's Subscription Agreement and reflected in the Schedule of Partners. Capital Commitments shall be irrevocable once accepted by the General Partner, except as otherwise expressly provided in this Agreement. (b) The aggregate of all Capital Commitments shall not exceed Two Billion Dollars ($2,000,000,000) (the "

Section 4.2 — Capital Calls / Drawdown Notices (a) During the Investment Period and thereafter (solely for the purposes permitted by Section 5.2), the General Partner may require each Partner to contribute all or any portion of such Partner's unfunded Capital Commitment by issuing a Capital Call (also referred to as a "Drawdown Notice") to each Partner in writing. Each Capital Call shall specify: (i) the aggregate am

Section 4.3 — Funding Mechanics (a) All capital contributions shall be made by each Partner by wire transfer of immediately available funds to such account or accounts at Ridgeway Trust Company (the Partnership's custodian), or such other account as the General Partner may designate in the applicable Capital Call, on or before the funding date specified in such Capital Call. (b) In lieu of or in advance of issuing a

Section 4.4 — Overcalls In the event that a Partner fails to fund all or any portion of a Capital Call when due (and thereby becomes a Defaulting Partner under Section 4.9), the General Partner may, at its discretion, offer the non-defaulting Partners the right to fund the unfunded amount of the Defaulting Partner on a pro rata basis (based on the relative Capital Commitments of the non-defaulting Partners who elect

Section 4.5 — Subsequent Close Equalization (a) Each Limited Partner admitted at a Subsequent Close shall pay to the Partnership, on the date of such Subsequent Close, an equalization contribution equal to such Limited Partner's pro rata share (based on its Capital Commitment as a proportion of Aggregate Commitments after giving effect to its admission) of all Capital Calls previously funded by the existing Partners,

Section 4.6 — Return of Unused Capital Commitments If capital is called from the Partners for a particular purpose (including a prospective Portfolio Investment) and such capital is not ultimately invested or used for such purpose within eighteen (18) months of the date on which it was funded, the General Partner may (but shall not be required to) return such unused capital to the contributing Partners pro rata. Any

Section 4.7 — Recycling (a) During the Investment Period, the General Partner may reinvest (i.e., "recycle") the net proceeds from dispositions of Portfolio Investments that were held by the Partnership for less than twenty-four (24) months, and the net proceeds from repayments of Bridge Financing, in new Portfolio Investments; provided, that the aggregate pursuant to this Section 4.7 shall not exceed of Aggregate Co

Section 4.8 — Subscription Credit Facility (a) The General Partner is hereby authorized, on behalf of the Partnership, to establish and maintain one or more Subscription Credit Facilities with one or more financial institutions, including a revolving credit facility with Ashford National Bank, N.A., on terms and conditions determined by the General Partner to be commercially reasonable and in the best interests of th

Section 4.9 — Default (a) Default and Cure Period. If any Partner fails to fund all or any portion of its share of a Capital Call on or before the applicable funding date (or within five (5) Business Days thereafter), such Partner shall be deemed a "Defaulting Partner" and shall be in default under this Agreement. (b) Remedies. Upon a Partner becoming a Defaulting Partner, the General Partner shall have the right, in

ARTICLE V — INVESTMENT PROGRAM

Section 5.1 — Investment Period (a) The "Investment Period" shall commence on the date of the Final Close and shall expire on the fifth (5th) anniversary of the Final Close, unless earlier terminated or suspended in accordance with the provisions of this Agreement. (b) During the Investment Period, the General Partner shall have full authority to identify, evaluate, negotiate, structure, execute, and fund new Portfol

Section 5.2 — Post-Investment Period (a) Following the expiration or termination of the Investment Period, the General Partner shall not make any new platform investments. The General Partner may, however, continue to make follow-on investments in existing Portfolio Companies, in each case limited to amounts reserved by the General Partner for such purposes (and, following the Final Close, the General Partner shall d

Section 5.3 — Investment Restrictions The General Partner shall observe the following investment restrictions in connection with the Fund's investment program: (a) Concentration Limit. No single Portfolio Investment shall exceed twenty percent (20%) of Aggregate Commitments at the time of the initial commitment by the Partnership to such investment (the "Concentration Limit"), which at the hard cap of Two Billion Dol