Contract analysis

ARTICLE I — PURPOSE AND ESTABLISHMENT

Section 1.1 — Establishment of the LPAC The General Partner hereby establishes a Limited Partner Advisory Committee (the "LPAC" or the "Committee") for Harrowgate Private Equity Fund V LP. The LPAC is established to serve in a consultative and advisory capacity to the General Partner on certain matters as set forth herein and in the Partnership Agreement, and to foster transparency and constructive dialogue between t

Section 1.2 — Purpose The LPAC is established for the following purposes: (a) To review and, where required by the Partnership Agreement, approve or consent to certain transactions and matters involving actual or potential conflicts of interest between the General Partner (or its affiliates, principals, or related persons) and the Fund or the Limited Partners; (b) To consult on valuation matters referred to it by the

ARTICLE II — COMPOSITION AND MEMBERSHIP

Section 2.1 — Number of Members The LPAC shall consist of five (5) members (each, a "Member" and, collectively, the "Members"). Three (3) Members shall be designated at the First Close of the Fund. The remaining two (2) Members shall be designated by the General Partner, in consultation with the existing Members, at subsequent closings or as vacancies arise, but in any event no later than the Final Close Deadline (Fe

Section 2.2 — Initial Members The following Limited Partners (or their designated representatives) are anticipated to be designated as the initial three (3) Members of the LPAC at the First Close: (a) Northmoor State Pension System (anticipated capital commitment: $200,000,000) — designated representative: Helen T. Barrows, Director of Private Markets; (b) Edgecombe Insurance Group Ltd. (anticipated capital commitmen

Section 2.3 — Selection Criteria Members shall be selected from among Limited Partners with meaningful capital commitments to the Fund. In selecting Members, the General Partner shall endeavor to maintain a diverse and representative LPAC that reflects the breadth and composition of the Fund's investor base, including, as applicable, representation from among pension plans, endowments and foundations, insurance compa

Section 2.4 — Observer Status The General Partner may, in its sole discretion, grant observer status to one or more Limited Partners, permitting such Limited Partners (through their designated representatives) to attend LPAC meetings in a non-voting, advisory capacity. Observers shall not be counted for purposes of determining a quorum and shall not have the right to vote on any matter presented to the LPAC, but may

Section 2.5 — Designated Representatives Each Member shall designate one (1) individual to serve as its representative on the LPAC (the "Designated Representative") and one (1) alternate representative (the "Alternate Representative"). The Designated Representative shall be the primary attendee at LPAC meetings and shall have full authority to act and vote on behalf of such Member. In the absence or unavailability of

Section 2.6 — Term of Membership Each Member shall serve on the LPAC for the duration of the Fund Term (including any extension thereof), unless such Member earlier resigns, is removed, or ceases to be a Limited Partner in the Fund (including by reason of a full transfer of its limited partnership interest in the Fund). A Member that transfers all of its limited partnership interest in the Fund (whether pursuant to a

Section 2.7 — Resignation and Removal (a) Resignation. A Member may resign from the LPAC at any time by delivering written notice of resignation to the General Partner. Such resignation shall be effective upon receipt by the General Partner or such later date as may be specified in the notice. (b) Removal. The General Partner may replace a Member upon the occurrence of any of the following events: (i) such Member cea

Section 2.8 — Vacancies Vacancies on the LPAC arising from resignation, removal, or any other cause shall be filled by the General Partner after consultation with the existing Members. The General Partner shall endeavor to fill any vacancy within sixty (60) days of the date on which such vacancy arises. During any period in which a vacancy exists and the remaining number of Members is fewer than five (5), the LPAC sh

Section 3.1 — Frequency The LPAC shall meet at least two (2) times per calendar year at such times as the General Partner shall determine. Additional meetings may be called by the General Partner at any time, or upon the written request of at least two (2) Members specifying the purpose of the requested meeting. The General Partner shall use commercially reasonable efforts to schedule meetings at times that accommoda

Section 3.2 — Notice The General Partner shall provide not less than fifteen (15) business days' prior written notice of each regularly scheduled meeting and not less than five (5) business days' prior written notice of each special meeting. Each notice of meeting shall include a proposed agenda, the date, time, and location (or videoconference/teleconference dial-in information) of the meeting, and any materials to

Section 3.3 — Format Meetings of the LPAC may be held in person at the offices of Harrowgate Capital Partners LLC at 1200 Concord Pike, Suite 600, Wilmington, Delaware 19803, or at such other location as designated by the General Partner, or by teleconference or videoconference, or any combination thereof. Members may participate in any meeting by means of conference telephone, video conferencing platform (e.g., Cald

Section 3.4 — Quorum A quorum for the transaction of business at any meeting of the LPAC shall consist of a majority of the Members then serving. By way of illustration, when all five (5) seats on the LPAC are filled, a quorum shall consist of three (3) Members; when only three (3) seats are filled (as may be the case between the First Close and the designation of the fourth and fifth Members), a quorum shall consist

Section 3.5 — Voting and Action Each Member shall have one (1) vote on each matter submitted to the LPAC for a vote, regardless of the size of such Member's capital commitment to the Fund. Except as otherwise expressly provided herein or in the Partnership Agreement, actions of the LPAC shall require the affirmative vote of a majority of the Members present at a meeting at which a quorum is constituted. Action may be

Section 3.6 — Agenda and Materials The General Partner shall prepare and circulate the agenda for each meeting of the LPAC together with the notice of such meeting. Any Member may request that items be added to the agenda by written notice to the General Partner delivered at least five (5) business days before the meeting. The General Partner shall use reasonable efforts to accommodate such requests but reserves the

Section 3.7 — Minutes The General Partner (or its designee) shall prepare minutes of each meeting of the LPAC. Minutes shall include a summary of the matters discussed, the text of any resolutions adopted, the vote of each Member on each matter submitted to a vote, and a record of attendance. Draft minutes shall be circulated to all Members who attended the meeting for review within twenty (20) business days followin

Section 3.8 — Attendance by General Partner and Advisors Representatives of the General Partner and the Sponsor, including Marcus J. Harrowgate (Managing Partner), Diana R. Castellano (Partner, Co-Head of Investments), Jonathan P. Birch (Partner), and Catherine E. Loomis (General Counsel & Chief Compliance Officer), may attend all meetings of the LPAC in a non-voting capacity and shall be available to respond to ques

ARTICLE IV — SCOPE OF AUTHORITY AND RESPONSIBILITIES

Section 4.1 — Conflict of Interest Approvals The LPAC shall review and, where required by the Partnership Agreement, approve or consent to transactions involving actual or potential conflicts of interest between the General Partner (or its affiliates, principals, or related persons) and the Fund or the Limited Partners. Such conflicts of interest transactions include, but are not limited to, the following: (a) Co-Inv

Section 4.2 — Valuation Review The General Partner shall present to the LPAC, at least annually (and more frequently at the General Partner's discretion), the methodologies and conclusions of the Fund's portfolio valuation, as determined by the General Partner in its reasonable discretion and in accordance with the valuation policies set forth in the Partnership Agreement. The presentation shall include a summary of

Section 4.3 — Extension Approvals The term of the Fund (the "Fund Term") is ten (10) years from the Final Close, subject to extension as set forth in the Partnership Agreement. The General Partner is entitled, at its sole discretion, to extend the Fund Term for up to two (2) successive one-year periods (the "Discretionary Extensions"). Following the expiration of the Discretionary Extensions, one (1) additional one-y

Section 4.4 — Investment Restriction Waivers The LPAC may, upon the request of the General Partner, waive or modify certain investment restrictions set forth in the Partnership Agreement, including, but not limited to, the following: (a) Concentration Limit. The restriction that no single portfolio investment shall exceed twenty percent (20%) of aggregate capital commitments to the Fund (i.e., $400,000,000 at the $2.

Section 4.5 — Key Person Events The General Partner shall promptly notify the LPAC of any Key Person Event as defined in the Partnership Agreement. A "Key Person Event" occurs if either Marcus J. Harrowgate or Diana R. Castellano ceases to devote substantially all of his or her professional time and effort to the investment activities of the Fund, including by reason of death, disability, departure from the Sponsor,

Section 4.6 — GP Removal Consultation The LPAC may serve as a consultative body in connection with any proposal for the removal of the General Partner, whether on a no-fault basis (requiring the affirmative vote of seventy-five percent (75%) in interest of the Limited Partners, excluding commitments held by the General Partner or its affiliates) or for cause (requiring the affirmative vote of a majority in interest o

Section 4.7 — Fee and Expense Matters The General Partner shall present to the LPAC, at least annually, a comprehensive report on fees and expenses of the Fund, including the following: (a) Management Fees. The management fees charged to the Fund, calculated at a rate of one and three-quarters percent (1.75%) per annum on aggregate capital commitments during the Investment Period, and one and one-half percent (1.50%)

Section 4.8 — Carried Interest and Waterfall Matters The LPAC may review the application of the Fund's distribution waterfall, which is structured on a European-style (whole-fund) basis, including the following elements: (a) Preferred Return. The return of contributed capital and the payment of an eight percent (8%) preferred return (compounded annually) to the Limited Partners before any distributions are made to th

Section 4.9 — Other Advisory Matters The General Partner may, in its sole discretion, consult the LPAC on any other matter relating to the Fund's operations, governance, investment strategy, portfolio management, ESG (environmental, social, and governance) policies, or any other subject that the General Partner deems appropriate for LPAC discussion. The LPAC may, through its Members, raise any governance or operation

ARTICLE V — RELATIONSHIP TO PARALLEL VEHICLES

Section 5.1 — Scope The LPAC's authority and advisory role extend to matters affecting Harrowgate Fund V Parallel LP (the "Parallel Fund") and Harrowgate Fund V Offshore SLP (the "Offshore Feeder"), each of which invests alongside the Main Fund on a pro rata basis and participates in the same investment program, to the extent that such matters arise under or in connection with the Partnership Agreement or the constit

Section 5.2 — Blocker Entity Matters relating to HGF V blocker Corp. (the "Blocker"), a Delaware C corporation established for certain tax-exempt and non-U.S. investors to mitigate unrelated business taxable income ("UBTI") exposure, that involve conflicts of interest or are otherwise within the LPAC's scope of authority and advisory responsibility under Article IV of this Charter, shall be reported to the LPAC. The

ARTICLE VI — COMPENSATION AND EXPENSES

Section 6.1 — No Compensation LPAC Members shall receive no compensation from the Fund, the General Partner, the Sponsor, or any affiliate thereof for their service on the LPAC. Membership on the LPAC is undertaken on a voluntary basis as part of the Fund's governance framework.

Section 6.2 — Reimbursement of Expenses Reasonable out-of-pocket expenses incurred by LPAC Members in connection with attendance at LPAC meetings, including travel, lodging, and meals, shall be reimbursable by the Fund as a Fund expense, to the extent approved by the General Partner. Members seeking reimbursement shall submit documentation of such expenses to the General Partner in accordance with the Fund's expense

Section 7.1 — Confidentiality Obligations Each Member (and each observer) shall maintain the confidentiality of all non-public information received in connection with its service on the LPAC ("Confidential Information"), including, but not limited to: (a) portfolio company financial information, operating data, and business plans; (b) valuation data, methodologies, models, and conclusions; (c) co-investment opportuni

Section 7.2 — Exceptions The confidentiality obligations set forth in Section 7.1 shall not apply to information: (a) that is or becomes publicly available other than through a breach of this Charter or any other confidentiality obligation owed to the Fund or the General Partner; (b) that was known to the Member prior to its receipt from the Fund or the General Partner, as demonstrated by the Member's written records

Section 7.3 — Duration The confidentiality obligations set forth in this Article VII shall survive the termination and winding up of the Fund for a period of two (2) years following the date of final liquidating distributions to the Limited Partners.

ARTICLE VIII — LIABILITY AND INDEMNIFICATION

Section 8.1 — No Fiduciary Duty LPAC Members do not owe fiduciary duties to the Fund, the General Partner, or any Limited Partner by reason of their service on the LPAC. LPAC Members act solely in their capacity as representatives of their respective Limited Partners, and their service on the LPAC shall not create or be deemed to create a relationship of principal and agent, trustee and beneficiary, or any other fidu

Section 8.2 — Limitation of Liability No Member shall be liable to the Fund, the General Partner, any Limited Partner, or any other person for any act or omission taken or suffered in good faith in connection with its service on the LPAC, including any approval, consent, waiver, recommendation, vote, or abstention given, withheld, or made, except in the case of such Member's fraud, willful misconduct, or bad faith. N

Section 8.3 — Indemnification The Fund shall indemnify, defend, and hold harmless each Member and its Designated Representatives and Alternate Representatives (collectively, "Indemnified LPAC Persons") against any and all losses, claims, damages, liabilities, judgments, fines, penalties, costs, and expenses (including reasonable attorneys' fees and expenses of investigation) arising out of or relating to such Indemni

Section 8.4 — Insurance The General Partner may, in its discretion, cause the Fund to obtain directors' and officers' liability insurance or similar liability insurance covering LPAC Members and their Designated Representatives and Alternate Representatives in connection with their service on the LPAC, the cost of which shall be borne as a Fund expense. The General Partner shall inform the LPAC of the existence, scop

Section 9.1 — Amendment Procedure This Charter may be amended, modified, or supplemented by the General Partner with the prior approval of a majority of the LPAC Members then serving. All amendments shall be in writing and shall be effective upon execution by the General Partner and delivery of written notice to all Members (and observers, if applicable). No amendment to this Charter shall diminish the rights of any

ARTICLE X — GENERAL PROVISIONS

Section 10.1 — Governing Law This Charter shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflicts of law principles that would result in the application of the laws of any other jurisdiction.

Section 10.2 — Dispute Resolution Any dispute, controversy, or claim arising under, out of, or in connection with this Charter, including any question regarding its existence, validity, interpretation, performance, breach, or termination, shall be subject to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware lacks subject matter jurisdic

Section 10.3 — Relationship to Partnership Agreement This Charter is supplemental to and subject to the Partnership Agreement in all respects. In the event of any conflict or inconsistency between the provisions of this Charter and the provisions of the Partnership Agreement, the Partnership Agreement shall control and govern. References herein to sections of the Partnership Agreement are to the corresponding section

Section 10.4 — Notices All notices, requests, demands, consents, and other communications under this Charter shall be delivered in writing to the addresses (including email addresses) set forth in each Member's Subscription Agreement or as subsequently updated in writing by the applicable Member to the General Partner. Notices shall be deemed delivered upon receipt (or, in the case of email, upon transmission without

Section 10.5 — Severability If any provision of this Charter is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such invalidity, illegality, or unenforceability shall not affect any other provision of this Charter, and this Charter shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. In such event, the remaining

Section 10.6 — Entire Understanding This Charter, together with the Partnership Agreement and any applicable Side Letters, constitutes the entire understanding among the General Partner and the LPAC Members with respect to the establishment, composition, authority, and operation of the LPAC. This Charter supersedes all prior discussions, negotiations, and agreements, whether written or oral, relating to the subject m

1. Seats 4 and 5 shall be designated by the General Partner in consultation with the existing Members at subsequent closings or as vacancies arise, but in any event no later than the Final Close Deadline (February 15, 2027).

2. Alternate Representatives shall be designated by each Member in writing to the General Partner following the First Close and shall be recorded in the General Partner's register of LPAC Members.

3. Capital commitment amounts are anticipated commitments and are subject to confirmation upon execution of each Member's respective Subscription Agreement. EXHIBIT B FORM OF DESIGNATION / APPOINTMENT LETTER [Letterhead of Harrowgate Capital Partners LLC] [Date] [Name of Limited Partner] [Address] Attention: [Name of Designated Representative] Re: Appointment to the Limited Partner Advisory Committee — Harrowgate Pri

1. You have received and reviewed the Charter and agree to be bound by its terms, including, without limitation, the confidentiality obligations set forth in Article VII thereof.

2. Your Designated Representative (and Alternate Representative) is authorized to act and vote on your behalf in all matters presented to the LPAC.