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 amended from time to time. "Aggregate Commitments" means the total Capital Commitments made to the Main Fund, the Parallel Fund, and the Offshore Feeder (and, for purposes of certain calculations specified h

Section 1.2 — Interpretation and Cross-References Unless otherwise defined herein, all capitalized terms used in this Agreement shall have the meanings ascribed to them in the Main Fund LPA. The economic terms, investment restrictions, and governance provisions of this Agreement are intended to mirror, to the greatest extent practicable, the corresponding terms and provisions of the Main Fund LPA. In the event of any

Section 2.1 — Formation The Partnership was formed as a Delaware limited partnership upon the filing of the Certificate of Limited Partnership of the Partnership (the "Certificate") with the Secretary of State of the State of Delaware pursuant to the Act. The Certificate remains on file with the Secretary of State and has not been amended, modified, or cancelled. The General Partner shall take all actions necessary t

Section 2.2 — Name The legal name of the Partnership is "Harrowgate Fund V Parallel LP." The business of the Partnership shall be conducted under such name or under such other trade names or fictitious names as the General Partner may from time to time determine to be appropriate or advisable. The General Partner shall take all actions necessary to comply with any applicable assumed name or fictitious name statutes.

Section 2.3 — Purpose The purpose of the Partnership is to: (a) invest alongside the Main Fund on a Pro Rata Basis in North American mid-market and upper-mid-market leveraged buyout and growth equity transactions, principally focused in the sectors of industrials, business services, healthcare services, and technology-enabled services, with equity investment amounts ranging from Seventy-Five Million United States Dol

Section 2.4 — Principal Office; Registered Agent The principal office of the Partnership shall be located at the headquarters of the Sponsor at 1200 Concord Pike, Suite 600, Wilmington, Delaware 19803, or at such other location as the General Partner may from time to time designate by written notice to the Limited Partners. The registered agent and registered office of the Partnership in the State of Delaware shall b

Section 2.5 — Term The term of the Partnership (the "Term") shall commence on the date of the filing of the Certificate with the Secretary of State of the State of Delaware and shall continue until the earliest of: (a) the date that is ten (10) years from the date of the Final Close, as such date may be extended pursuant to this Section 2.5; (b) the date on which the Partnership is dissolved and wound up in accordanc

Section 2.6 — Fiscal Year The fiscal year of the Partnership (the "Fiscal Year") shall be the calendar year, commencing on January 1 and ending on December 31 of each year, except that the first Fiscal Year shall commence on the date of the First Close and end on December 31 of the calendar year in which the First Close occurs, and the final Fiscal Year shall end on the date on which the Partnership is terminated and

Section 2.7 — Tax Classification The Partnership shall at all times be classified and treated as a partnership for United States federal income tax purposes. The General Partner shall not make any election, and shall not take or permit any action, that would cause the Partnership to be treated as an association taxable as a corporation or as a "publicly traded partnership" (within the meaning of Section 7704 of the C

ARTICLE III — PARTNERS; CAPITAL COMMITMENTS; CLOSINGS

Section 3.1 — General Partner The General Partner of the Partnership is Harrowgate Fund V GP LLC, a Delaware limited liability company. The sole member of the General Partner is Harrowgate Capital Partners LLC, a Delaware limited liability company. The General Partner shall serve as general partner of the Partnership until its removal, withdrawal, or dissolution in accordance with the provisions of this Agreement. Th

Section 3.2 — Admission of Limited Partners Limited Partners shall be admitted to the Partnership upon (a) the execution and delivery by such Person of a Subscription Agreement in the form prescribed by the General Partner, (b) the acceptance of such Subscription Agreement by the General Partner, and (c) the occurrence of a Closing at which such Person is admitted. The General Partner shall have the right, in its sol

Section 3.3 — Closings The First Close is targeted for August 15, 2025. The General Partner may hold additional Closings from time to time on a rolling basis following the First Close, and shall hold a final Closing (the "Final Close") no later than February 15, 2027, which is the date that is eighteen (18) months after the targeted date of the First Close (the "Final Close Deadline"). The General Partner may extend

Section 3.4 — Schedule of Partners The General Partner shall maintain a Schedule of Partners (attached hereto as Schedule A, as amended from time to time) reflecting the name, Capital Commitment, Unfunded Commitment, and Capital Account balance of each Partner, together with the date of such Partner's admission and the Closing at which such Partner was admitted. The Schedule of Partners shall be updated upon each Clo

Section 3.5 — ERISA Matters The Partnership intends to limit the participation of "benefit plan investors" (as defined under 29 C.F.R. § 2510.3-101(f), as modified by Section 3(42) of ERISA) to less than twenty-five percent (25%) of each class of equity interests in the Partnership, in order to avoid the assets of the Partnership being treated as "plan assets" of any benefit plan investor under ERISA and the Departme

ARTICLE IV — CAPITAL CONTRIBUTIONS

Section 4.1 — Capital Calls The General Partner may issue Capital Calls from time to time requiring the Partners to fund a portion of their respective Unfunded Commitments. Each Capital Call shall be made upon not less than ten (10) business days' prior written notice to each Partner (a "Capital Call Notice"), delivered in accordance with Section 18.4 hereof. Each Capital Call Notice shall specify: (a) the aggregate

Section 4.2 — Purpose of Capital Calls Capital contributions may be called by the General Partner for any of the following purposes: (a) funding investments by the Partnership (alongside the Main Fund and the other vehicles in the Fund Complex); (b) payment of Management Fees; (c) payment of Organizational Expenses and other Partnership expenses; (d) funding reserves, repayments, or other amounts owing under the Subs

Section 4.3 — Funding Mechanics All capital contributions shall be made by wire transfer of immediately available funds to the account of the Partnership's custodian, Ridgeway Trust Company, located at 1100 North Market Street, Wilmington, Delaware 19801, or to such other account as the General Partner may designate from time to time in the applicable Capital Call Notice. The form of Capital Call Notice shall be subs

Section 4.4 — Failure to Fund; Default Provisions If a Limited Partner fails to fund all or any portion of a Capital Call by the applicable Funding Date, such Limited Partner shall be deemed to be in Default (a "Defaulting Partner") with respect to the unfunded amount. Upon the occurrence of a Default, the General Partner shall provide written notice to the Defaulting Partner specifying the nature and amount of the D

Section 4.5 — Return of Excess Capital Contributions If any amounts called from the Partners are not applied within twelve (12) months of the date of the applicable Capital Call to the funding of investments, the payment of expenses, or any other proper Partnership purpose, the General Partner may, in its discretion, return such excess amounts to the Partners on a Pro Rata Basis. Any such return shall be treated as a

Section 4.6 — Recycling During the Investment Period, the General Partner may recycle (i.e., recall and reinvest) proceeds from investments that are realized within twenty-four (24) months of the date of the applicable investment, subject to a cap of one hundred fifteen percent (115%) of Aggregate Commitments on a Fund Complex-wide basis. For the avoidance of doubt, recycled proceeds shall reinstate the Partners' Unf

ARTICLE V — INVESTMENTS; PARALLEL INVESTMENT MECHANICS

Section 5.1 — Parallel Investment with the Main Fund The Parallel Fund shall invest alongside the Main Fund in each portfolio investment on a Pro Rata Basis, determined by the ratio of the Parallel Fund's Capital Commitments to the Fund Complex's Aggregate Commitments. The General Partner shall use commercially reasonable efforts to ensure that each portfolio investment is allocated among the vehicles in the Fund Com

Section 5.2 — Concentration Limit No single portfolio investment shall exceed twenty percent (20%) of Aggregate Commitments at the time of commitment, measured across the Fund Complex. At the hard cap of Two Billion United States Dollars ($2,000,000,000), the maximum single-investment concentration shall be Four Hundred Million United States Dollars ($400,000,000) across the Fund Complex. The Parallel Fund's share of

Section 5.3 — Investment Period The Investment Period shall commence on the date of the Final Close and shall end on the fifth (5th) anniversary thereof, unless earlier terminated or suspended in accordance with this Agreement. During the Investment Period, the General Partner may cause the Partnership to make new investments, follow-on investments, and add-on acquisitions, and to fund reserves and expenses related t

Section 5.4 — Co-Investment The General Partner may, in its discretion, offer co-investment opportunities to Limited Partners or to third parties in connection with any investment of the Fund Complex. Co-investment opportunities shall be allocated in accordance with the General Partner's co-investment allocation policy, which shall be disclosed to the Limited Partners, and shall take into account any co-investment ri

Section 5.5 — Excuse Rights A Limited Partner may request to be excused from participation in a specific investment if such participation would (a) violate any applicable law, statute, rule, or regulation to which such Limited Partner is subject; (b) violate the terms of such Limited Partner's governing documents, investment policies, or other organizational restrictions; or (c) otherwise conflict with the terms of a

Section 5.6 — Subscription Credit Facility The General Partner may cause the Partnership, together with the Main Fund and the other vehicles in the Fund Complex, to enter into, guarantee, or otherwise support a revolving credit facility (the "Subscription Facility") with Ashford National Bank, N.A. (300 Vesey Street, New York, New York 10282), or such other financial institution or institutions as the General Partner

Section 5.7 — Investment Restrictions The Parallel Fund shall be subject to the same investment restrictions, diversification requirements, and risk parameters as the Main Fund, as set forth in the Main Fund LPA and summarized in Schedule C hereto. Such restrictions include, without limitation, the concentration limit set forth in Section 5.2, the sector and geographic focus, the equity check range, and the leverage

ARTICLE VI — ALLOCATIONS AND DISTRIBUTIONS

Section 6.1 — Allocation of Profits and Losses Net profits and net losses of the Partnership for each Fiscal Year (and each other applicable period) shall be allocated among the Partners in accordance with their respective Capital Accounts and the distribution waterfall set forth in Section 6.2 hereof, and in a manner consistent with Section 704(b) of the Code and the Treasury Regulations promulgated thereunder. The

Section 6.2 — Distribution Waterfall The Partnership shall employ a European-style (whole-fund) distribution waterfall. Distributable proceeds of the Partnership (including proceeds from the disposition of investments, current income, and other amounts available for distribution after payment of expenses and establishment of reserves) shall be distributed to the Partners in the following order of priority: First (Ret

Section 6.3 — Timing of Distributions The General Partner shall use commercially reasonable efforts to distribute the proceeds of realized investments and current income to the Partners within sixty (60) days following the realization of an investment or the receipt of current income, subject to (a) the General Partner's discretion regarding the establishment and maintenance of reasonable reserves for Partnership exp

Section 6.4 — Withholding The General Partner may withhold from any distribution to any Partner any amounts required to be withheld under applicable United States federal, state, local, or foreign tax laws, including, without limitation, withholding under Sections 1441, 1442, 1445, 1446, and 1471 through 1474 of the Code (FATCA), and withholding under the Foreign Investment in Real Property Tax Act of 1980 ("FIRPTA")

Section 6.5 — Clawback The General Partner shall be subject to a clawback obligation requiring the return of excess Carried Interest such that, upon the final liquidation of the Partnership, the cumulative Carried Interest received by the General Partner does not exceed twenty percent (20%) of the cumulative net profits of the Partnership after the return of all capital contributions and the payment of the Preferred

Section 6.6 — Escrow / Holdback The General Partner may, in its discretion, establish a holdback reserve of up to thirty percent (30%) of each Carried Interest distribution otherwise payable to the General Partner, which reserve shall be held in an interest-bearing escrow account at Ridgeway Trust Company (or such other financial institution as the General Partner may designate) to secure the General Partner's clawba

Section 6.7 — Transaction Fee Offset One hundred percent (100%) of net Transaction Fees (i.e., Transaction Fees received by the General Partner, the Sponsor, or any of their respective affiliates from portfolio companies, net of any unreimbursed expenses incurred in generating such fees) shall offset the Management Fee payable by the Partnership. The Transaction Fee offset shall be applied on a Fund Complex-wide basi

ARTICLE VII — MANAGEMENT FEE; EXPENSES

Section 7.1 — Management Fee The Partnership shall pay to the General Partner or its designee (Harrowgate Capital Partners LLC) a Management Fee, calculated and payable as follows: (a) During the Investment Period: The Management Fee shall be equal to one and seventy-five hundredths percent (1.75%) per annum of the Capital Commitments of the Partnership. The Management Fee during the Investment Period shall be calcul

Section 7.2 — Fee discounts The following fee discounts shall be available to qualifying Limited Partners: (a) Early Close discount: Limited Partners admitted at the First Close shall receive a reduction of ten (10) basis points in the Management Fee rate during the Investment Period, resulting in a Management Fee of one and sixty-five hundredths percent (1.65%) per annum during the Investment Period for such Limited