Contract analysis

Section 1.1 — Definitions As used in this Agreement, the following terms shall have the meanings set forth below. Unless the context otherwise requires, terms defined in the singular shall include the plural and vice versa, and terms defined in one gender shall include all genders. "Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under commo

Section 1.2 — Interpretation (a) Unless the context otherwise requires, references in this Agreement to "Articles," "Sections," "Schedules," and "Exhibits" are references to the articles, sections, schedules, and exhibits of this Agreement. (b) The headings and captions contained in this Agreement are for convenience of reference only, shall not be deemed to be part of this Agreement, and shall not be referred to in

ARTICLE II — FORMATION, NAME, PURPOSE, AND TERM

Section 2.1 — Formation (a) The Partnership is hereby formed as a Cayman Islands exempted limited partnership pursuant to and in accordance with the provisions of the ELP Act. The General Partner has caused or shall cause to be filed with the Registrar of Exempted Limited Partnerships in the Cayman Islands all documents and instruments required under the ELP Act for the registration of the Partnership as an exempted

Section 2.2 — Registered Office (a) The registered office of the Partnership in the Cayman Islands shall be located at the office of the Partnership's Cayman Islands registered agent, as designated by the General Partner from time to time, or at such other address in the Cayman Islands as the General Partner may designate by notice to CIMA and the Registrar of Exempted Limited Partnerships. (b) The principal office o

Section 2.3 — Purpose (a) The purpose of the Partnership is to invest substantially all of its assets in or alongside the Main Fund (and/or the Parallel Fund) on a pro rata basis, and thereby to participate in the investment program of the Main Fund. Through its investment in or alongside the Main Fund, the Partnership will pursue the Main Fund's investment strategy, which is focused on North American mid-market and

Section 2.4 — 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. The first fiscal year of the Partnership shall commence on the date of the First Close and shall end on December 31 of the calendar year in which the First Close occurs. The final fiscal year of the Partnership shall end on the date on which the Partnership is dissol

Section 2.5 — Term (a) The Partnership shall continue in existence until the tenth (10th) anniversary of the Final Close (the "Term"), unless sooner dissolved in accordance with Article XIII of this Agreement. (b) The General Partner may, in its sole discretion, extend the Term for up to two (2) additional one-year periods (each, a "GP Extension") by providing written notice to the Limited Partners at least ninety (9

Section 2.6 — Cayman Islands Regulatory Matters (a) The Partnership shall maintain its registration as a regulated mutual fund under the Mutual Funds Act for so long as it is in operation, and the General Partner shall ensure compliance with all applicable CIMA regulatory obligations. The General Partner acknowledges that failure to comply with CIMA requirements may result in penalties, sanctions, or the revocation o

Section 3.1 — General Partner (a) Harrowgate Fund V GP LLC, a Delaware limited liability company, is hereby admitted as the sole general partner of the Partnership. The sole member of the General Partner is Harrowgate Capital Partners LLC, a Delaware limited liability company. (b) The General Partner shall have unlimited liability for the debts and obligations of the Partnership to the extent required by the ELP Act

Section 3.2 — Limited Partners (a) Each Person admitted to the Partnership as a limited partner in accordance with the terms of this Agreement shall be a Limited Partner. A Person shall be admitted as a Limited Partner upon execution of a Subscription Agreement in the form prescribed by the General Partner (substantially in the form attached as Schedule F hereto), acceptance of such Subscription Agreement by the Gene

Section 3.3 — Admission of Additional Limited Partners (a) Additional Limited Partners may be admitted to the Partnership at one or more Subsequent Closes, occurring at such times as the General Partner may determine in its sole discretion, up to and including the Final Close Deadline of February 15, 2027. The General Partner shall have the sole authority to accept or reject any subscription for interests in the Part

Section 3.4 — Representations and Warranties of Limited Partners Each Limited Partner hereby represents and warrants to the Partnership and the General Partner, as of the date of its admission and at each date on which it funds a Capital Call: (a) Such Limited Partner is a non-U.S. person within the meaning of Regulation S under the Securities Act of 1933, as amended, or is otherwise eligible to invest through the Of

Section 3.5 — Liability of Limited Partners (a) The liability of each Limited Partner for the debts, obligations, and liabilities of the Partnership shall be limited to such Limited Partner's unfunded Capital Commitment plus any distributions received by such Limited Partner that are subject to the clawback provisions set forth in this Agreement or applicable law. (b) No Limited Partner shall be required to make any

ARTICLE IV — CAPITAL CONTRIBUTIONS AND CAPITAL CALLS

Section 4.1 — Capital Commitments (a) Each Limited Partner's Capital Commitment shall be the amount set forth in such Limited Partner's Subscription Agreement, as accepted by the General Partner. Capital Commitments shall be called and funded in accordance with the provisions of this Article IV. (b) Capital Contributions shall be called from all Partners (including the General Partner) on a pro rata basis, based on e

Section 4.2 — First Close (a) The First Close of the Partnership is targeted to occur on or about August 15, 2025, or such other date as the General Partner may determine in its sole discretion. (b) The minimum aggregate target for the First Close across all fund vehicles (the Main Fund, the Parallel Fund, and the Partnership) is $750,000,000 in Aggregate Commitments. The General Partner reserves the right to hold th

Section 4.3 — Subsequent Closes (a) Following the First Close, the General Partner may hold one or more Subsequent Closes at such times as it may determine in its sole discretion, at which additional Limited Partners may be admitted to the Partnership and existing Limited Partners may increase their Capital Commitments. Subsequent Closes may occur on a rolling basis. (b) The Final Close shall occur no later than Febr

Section 4.4 — Capital Calls (a) The General Partner shall issue Capital Call notices to the Limited Partners (and concurrently fund or cause to be funded its pro rata share) specifying: (i) the aggregate amount of capital being called from the Partnership; (ii) each Limited Partner's pro rata share of such Capital Call; (iii) the purpose of the Capital Call (which may include investment funding, Management Fees, Orga

Section 4.5 — Drawdown Percentage Capital called from the Partnership shall not exceed the Partnership's proportionate share of the overall investment and expense obligations of the fund complex (consisting of the Main Fund, the Parallel Fund, and the Partnership, together). Such proportionate share shall be determined based on the ratio of the Partnership's Aggregate Capital Commitments to the total Aggregate Commit

Section 4.6 — Reinvestment (a) Capital Contributions attributable to investments that are realized within twenty-four (24) months of the date of the initial investment in such portfolio investment (or such shorter period as the Main Fund LPA provides) may be recycled by the General Partner during the Investment Period. For purposes of this Section 4.6, "realized" means the receipt by the Partnership (directly or thro

Section 4.7 — Defaults (a) If a Limited Partner (a "Defaulting Limited Partner") fails to fund all or any portion of a Capital Call within the funding deadline specified in the Capital Call notice (after giving effect to any cure period), such failure shall constitute a Default under this Agreement. (b) Upon the occurrence of a Default, the General Partner shall provide written notice to the Defaulting Limited Partne

Section 4.8 — Excuse and Exclusion Rights (a) The General Partner may, in its sole discretion, excuse a Limited Partner from participating in a particular investment if, in the General Partner's reasonable determination, such participation would: (i) violate any applicable law, rule, or regulation (including tax, sanctions, or regulatory requirements applicable to such Limited Partner); (ii) result in material advers

Section 4.9 — Subscription Credit Facility (a) The Partnership is authorized to participate in the revolving subscription credit facility (the "Subscription Facility") provided by Ashford National Bank, N.A., a national banking association with its principal office at 300 Vesey Street, New York, New York 10282 (key contact: Lisa M. Osterberg, Managing Director, Fund Finance). The Subscription Facility is entered into

Section 4.10 — Capital Accounts (a) An individual Capital Account shall be established and maintained for each Partner in accordance with this Agreement. Capital Accounts shall be maintained in accordance with applicable accounting principles, consistently applied, and shall be adjusted as follows: (i) Credits: Each Partner's Capital Account shall be credited with (A) the amount of each Capital Contribution made by s

Section 5.1 — Allocation of Net Profits and Net Losses (a) Net Profits and Net Losses of the Partnership shall be allocated among the Partners in accordance with the methodology set forth in the Main Fund LPA, applied on a pro rata basis to the Partnership's interest in the investment program. Each Partner's allocable share of the Partnership's Net Profits and Net Losses shall be determined based on such Partner's Ca

Section 5.2 — Tax Allocations (a) To the extent relevant for Limited Partners subject to U.S. tax reporting obligations, allocations for U.S. federal income tax purposes shall be made in accordance with Sections 704(b) and 704(c) of the Internal Revenue Code and the Treasury Regulations promulgated thereunder, consistent with the allocation provisions of the Main Fund LPA. (b) The Partnership shall file IRS Form 1065

Section 5.3 — Special Allocations Notwithstanding the provisions of Sections 5.1 and 5.2, the following special allocations shall be made to the extent required by the Treasury Regulations under Section 704(b) of the Internal Revenue Code (to the extent applicable to the Partners): (a) Qualified Income Offset. If any Partner unexpectedly receives an adjustment, allocation, or distribution described in Treasury Regula

ARTICLE VI — DISTRIBUTIONS AND WATERFALL

Section 6.1 — Timing of Distributions (a) Distributions shall be made to the Partners as promptly as practicable after the realization of investments or the receipt by the Partnership of income or distributions from the Main Fund (or the Parallel Fund or other intermediate vehicles), in each case in accordance with the Waterfall set forth in Section 6.2 of this Agreement. (b) Notwithstanding the foregoing, the Genera

Section 6.2 — Distribution Waterfall (European-Style / Whole-Fund) All distributions made by the Partnership shall be made in the following order of priority, mirroring the distribution waterfall set forth in the Main Fund LPA: First (Return of Capital): To all Partners, pro rata in accordance with their respective Capital Contributions, until each Partner has received cumulative distributions equal to the aggregate

Section 6.3 — GP Catch-Up During the catch-up tier described in the Third step of Section 6.2 above, distributions shall be split eighty percent (80%) to the General Partner and twenty percent (20%) to the Limited Partners (on a pro rata basis) until the General Partner has received cumulative distributions under the Waterfall equal to twenty percent (20%) of the total cumulative Net Profits of the Partnership. Once

Section 6.4 — Carried Interest (a) The Carried Interest rate is twenty percent (20%) of Net Profits above the Preferred Return, as described in the Waterfall. Carried Interest accrues on a whole-fund basis and is not calculated or distributed on a deal-by-deal basis. (b) For the avoidance of doubt, Carried Interest is payable to the General Partner (or its designee) and represents the General Partner's incentive allo