1003-00002 · Harrowgate Capital Partners · Engagement

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CALDERWOOD & HARKNESS LLP Attorneys at Law

400 South Ashbury Asset Advisors, Suite 3000 Wilmington, Delaware 19801 Telephone: (302) 555-7800	Facsimile: (302) 555-7801
New York Office: 620 Eighth Avenue, 42nd Floor New York, New York 10018 Telephone: (212) 555-9400	Facsimile: (212) 555-9401

www.calderwoodharkness.com

April 2, 2025

VIA EMAIL AND FIRST-CLASS MAIL

Catherine E. Loomis, Esq. General Counsel & Chief Compliance Officer Harrowgate Capital Partners LLC 1200 Concord Pike, Suite 600 Wilmington, Delaware 19803

Re: Engagement of Calderwood & Harkness LLP — Formation of Harrowgate Private Equity Fund V LP and Related Vehicles Matter Number: 1003-00002

Dear Ms. Loomis:

We are delighted to set forth the terms pursuant to which Calderwood & Harkness LLP (the "Firm," "we," "us," or "our") will represent Harrowgate Capital Partners LLC ("HCP" or the "Client") in connection with the formation and fundraise of the Client's fifth flagship private equity fund, as described in greater detail below. This letter (this "Engagement Letter"), when countersigned by the Client, shall constitute the binding agreement between the Firm and the Client with respect to the engagement described herein.

1. Engagement and Client Identification

Calderwood & Harkness LLP is pleased to confirm its engagement by Harrowgate Capital Partners LLC, a Delaware limited liability company, in connection with the formation, structuring, and fundraise of the Client's fifth flagship private equity fund and the related fund vehicles described in Section 2 below (collectively, the "Engagement"). HCP will serve as the Sponsor and promoter of the fund and its related vehicles, and in that capacity is responsible for all aspects of the fundraise, investor relations, and fund management.

We note that HCP is a registered investment adviser with the United States Securities and Exchange Commission (SEC File No. 801-79223; CRD No. 298417) and is subject to the Investment Advisers Act of 1940, as amended, and the rules and regulations promulgated thereunder.

For purposes of this Engagement, HCP is the sole client of the Firm. Although we will be forming and advising on various related entities in the course of the Engagement — including the fund partnership entities, the general partner entity, the blocker corporation, and the offshore feeder vehicle, each as identified in Section 2 below — HCP is the sole entity to which we owe a duty of loyalty and professional responsibility. We do not represent, and will not be deemed to represent, any limited partner, prospective limited partner, placement agent, lender, fund administrator, or any other third party in connection with this matter. Each such third party should engage its own legal counsel as it deems appropriate.

2. Scope of Engagement

The scope of our Engagement encompasses the following workstreams, each as more fully described below. Matters that fall outside the scope of this Section 2 are excluded from the Engagement unless separately agreed in writing.

2.1 Fund Vehicles to Be Formed

We will form and structure the following entities in connection with the fundraise (collectively, the "Fund Complex"):

(a) Harrowgate Private Equity Fund V LP ("HPE Fund V" or the "Fund") — a Delaware limited partnership that will serve as the main fund vehicle for the fifth flagship private equity fund. The target hard cap for capital commitments to HPE Fund V is Two Billion Dollars ($2,000,000,000).

(b) Harrowgate Fund V GP LLC (the "General Partner") — a Delaware limited liability company to be organized as the sole general partner of HPE Fund V and the Parallel Fund. The sole member of the General Partner shall be HCP.

(c) Harrowgate Fund V Parallel LP (the "Parallel Fund") — a Delaware limited partnership to be organized as a parallel vehicle for the investment by certain tax-exempt and non-U.S. limited partners that may require alternative structuring to address specific tax, regulatory, or policy considerations. The Parallel Fund will invest on a substantially pari passu basis alongside the Fund.

(d) Harrowgate Fund V Offshore SLP (the "Offshore Feeder") — a Cayman Islands exempted limited partnership to be organized as a feeder vehicle for non-U.S. investors seeking to invest through a non-U.S. jurisdiction. Subject to the exclusion described in Section 2.10 below, our work with respect to the Offshore Feeder will be limited to the drafting of the exempted limited partnership agreement under New York law governing provisions, with Cayman Islands formation filings and CIMA registration to be handled by local Cayman counsel engaged by the Client.

(e) HGF V blocker Corp. (the "Blocker") — a Delaware C corporation to be organized as a blocker entity through which certain tax-exempt investors may invest in the Fund Complex in order to mitigate exposure to unrelated business taxable income ("UBTI") under the Internal Revenue Code of 1986, as amended (the "Code").

2.2 Core Formation Work

In connection with the formation of the Fund Complex, we will perform the following work:

(a) Drafting and negotiating the Agreement of Limited Partnership of HPE Fund V LP (the "LPA"), which shall set forth the terms and conditions governing the formation, governance, investment activities, capital contributions, distributions, allocations, management fees, carried interest, expenses, reporting obligations, and dissolution of the Fund.

(b) Drafting the Agreement of Limited Partnership of the Parallel Fund, which shall contain terms and conditions substantially consistent with the LPA, adapted as necessary to accommodate the particular tax, regulatory, and structural considerations applicable to the Parallel Fund's investor base.

(c) Drafting the Exempted Limited Partnership Agreement of the Offshore Feeder, which shall contain terms and conditions consistent with the LPA, adapted as necessary for the Cayman Islands exempted limited partnership structure and the particular requirements of non-U.S. investors.

(d) Drafting the Limited Liability Company Agreement of the General Partner, which shall set forth the governance, capitalization, and operating terms of the General Partner entity.

(e) Preparing and filing the Certificate of Limited Partnership for HPE Fund V LP with the Delaware Secretary of State, Division of Corporations.

(f) Preparing and filing the Certificate of Formation for Harrowgate Fund V GP LLC with the Delaware Secretary of State, Division of Corporations.

(g) Preparing and filing the Certificate of Incorporation for HGF V blocker Corp. with the Delaware Secretary of State, Division of Corporations.

(h) Drafting the Bylaws of HGF V blocker Corp., including provisions governing the board of directors, officers, indemnification, and corporate procedures.

2.3 Offering Documents

We will prepare the following offering and subscription documents for the Fund Complex:

(a) Drafting and negotiating the Confidential Private Placement Memorandum (the "PPM") for HPE Fund V LP, which shall describe the investment strategy, key fund terms, risk factors, tax considerations, regulatory disclosures, track record information for predecessor funds (HPE Fund I through HPE Fund IV), biographies of key investment professionals, and other material information required in connection with the private placement offering.

(b) Drafting the form Subscription Agreement and Investor Questionnaire for each vehicle in the Fund Complex (i.e., the Main Fund, the Parallel Fund, and the Offshore Feeder), which shall include customary investor representations, warranties, and certifications (including accredited investor, qualified purchaser, ERISA, FATCA, and anti-money laundering certifications).

(c) Drafting the Investor Suitability Questionnaire / Know Your Customer ("KYC") Form, incorporating current anti-money laundering and sanctions screening requirements applicable to the Fund Complex.

2.4 Side Letters and LP Negotiations

We will perform the following work in connection with side letter negotiations with prospective limited partners:

(a) Preparing a form Side Letter template containing standard concession provisions commonly requested by institutional limited partners, including without limitation provisions addressing most favored nation ("MFN") rights, enhanced reporting and transparency requirements, co-investment allocation rights, transfer and secondary sale provisions, ERISA-related representations and covenants, and tax-related provisions (including withholding and allocation matters).

(b) Negotiating individual side letters with anchor and institutional limited partners and their respective counsel. As of the date hereof, the following investors and their counsel have been identified as likely participants in the side letter negotiation process:

(i) Northmoor State Pension System (counsel: Aldworth & McBride LLP);

(ii) The Kingsbridge Endowment Fund (counsel: Pelham Chambers LLP);

(iii) Edgecombe Insurance Group Ltd.;

(iv) Velthorn Family Office LLC;

(v) Tidewater Sovereign Investment Authority (counsel: Ramsden Clarke International LLP); and

(vi) Stonewall Partners Fund of Funds III LP.

Additional investors and their counsel will be identified as the fundraise progresses, and we will negotiate side letters with such investors as directed by the Client.

(c) Preparing the form MFN Election Notice to be distributed to all limited partners entitled to elect the benefit of MFN-protected side letter provisions following each closing.

Please note: All work described in this Section 2.4, including the negotiation of individual side letters with limited partners and their respective counsel, will be billed on an hourly basis at the rates set forth in Section 5.1 below and is outside the Fee Cap described in Section 5.2 below. This carve-out reflects the inherently unpredictable nature of side letter negotiations, which are driven by the number of investors, the complexity of their requests, and the responsiveness of their counsel. Estimates of anticipated side letter negotiation costs will be provided to the Client as specific LP negotiations commence.

2.5 Tax Structuring

Our tax practice will advise on the following matters in connection with the formation and structuring of the Fund Complex:

(a) Advising on the partnership tax classification of the Main Fund and the Parallel Fund under Subchapter K of the Code (Sections 701–777), including confirmation of classification as partnerships for U.S. federal income tax purposes and analysis of relevant elections.

(b) Analyzing UBTI considerations for tax-exempt limited partners (including charitable organizations, pension plans, university endowments, and other exempt entities) and advising on the role and structure of the blocker entity in mitigating UBTI exposure under Sections 511–514 of the Code.

(c) Analyzing effectively connected income ("ECI") and Foreign Investment in Real Property Tax Act ("FIRPTA") withholding issues for non-U.S. investors investing through the Offshore Feeder and/or the Main Fund, including analysis of Sections 1445 and 1446 of the Code and applicable income tax treaty provisions.

(d) Advising on compliance with Section 1061 of the Code, including the application of the three-year holding period requirement for carried interest (applicable profits interest) received by HCP and its investment professionals in connection with the Fund Complex.

(e) Analyzing the Cayman Islands tax neutrality of the Offshore Feeder, including consideration of the economic substance requirements under Cayman Islands law and the absence of Cayman Islands income tax, capital gains tax, or withholding tax applicable to the Offshore Feeder and its partners.

(f) Preparing written tax structuring memoranda for the Client summarizing the foregoing analyses and providing recommendations regarding the optimal tax structure for the Fund Complex.

(g) Preparing the ERISA Analysis Memorandum, which shall analyze the benefit plan investor percentage threshold under 29 C.F.R. § 2510.3-101(f) (as modified by Section 3(42) of ERISA) and advise on procedures and monitoring mechanisms to ensure that the assets of the Fund are not treated as "plan assets" under ERISA — i.e., that benefit plan investors hold less than 25% of the value of each class of equity interests in the Fund (excluding interests held by the General Partner and its affiliates).

2.6 Regulatory and Compliance

We will advise on the following regulatory and compliance matters:

(a) Preparing and filing Form D (Notice of Exempt Offering of Securities) with the SEC within fifteen (15) days of the First Close of the Fund, in accordance with the requirements of Regulation D under the Securities Act of 1933, as amended (the "Securities Act"), Rule 506(b).

(b) Coordinating state blue sky notice filings in all U.S. states and territories where limited partners are domiciled, as required by applicable state securities laws. The number and timing of such filings will depend on the geographic distribution of the Fund's investor base, and filing fees incurred in connection therewith will be billed to the Client at cost.

(c) Advising on the qualification of the Fund under Section 3(c)(7) of the Investment Company Act of 1940, as amended (the "Investment Company Act"), including confirmation that all investors in the Fund are "qualified purchasers" as defined in Section 2(a)(51) of the Investment Company Act.

(d) Advising on Investment Advisers Act compliance matters as applicable to the fundraise, including consideration of advertising and performance presentation requirements, Form ADV disclosure updates, and custody rule compliance.

(e) Preparing the Placement Agent Disclosure & Compliance Memorandum regarding Osprey Capital Markets LLC, which has been engaged by the Client as the placement agent for the Fund. This memorandum will address compliance with SEC guidance on placement agent disclosures, state pay-to-play restrictions, and Rule 206(4)-5 under the Investment Advisers Act (political contributions and placement agent regulations for government entity investors).

2.7 Ancillary and Administrative Documents

We will prepare the following ancillary and administrative documents for use in connection with the Fund's operations:

(a) Drafting the Limited Partner Advisory Committee ("LPAC") Charter / Terms of Reference, setting forth the composition, authority, meeting procedures, and conflict-of-interest review protocols for the LPAC.

(b) Drafting the form Capital Call Notice, to be used by the General Partner in connection with drawdowns of capital commitments from limited partners.

(c) Drafting the form Distribution Notice, to be used by the General Partner in connection with distributions to limited partners.

(d) Drafting the form Transfer (Assignment) Agreement, to be used in connection with any permitted transfer or assignment of a limited partner's interest in the Fund in accordance with the transfer provisions of the LPA.

(e) Preparing the First Close Checklist, which shall set forth all conditions precedent, deliverables, filings, and corporate actions required to be completed or delivered on or prior to the First Close of the Fund.

2.8 Legal Opinions

We will deliver the following legal opinions at the First Close of the Fund:

(a) A legal opinion addressed to the Fund, the General Partner, and (to the extent required by the LPA or any side letter) the limited partners, as to the valid formation of HPE Fund V LP and Harrowgate Fund V GP LLC under the Delaware Revised Uniform Limited Partnership Act and the Delaware Limited Liability Company Act, respectively, and as to the enforceability of the LPA against the parties thereto (subject to customary exceptions, qualifications, and assumptions).

(b) A legal opinion addressed to the Fund and the General Partner as to the availability of the Regulation D, Rule 506(b) exemption from registration under the Securities Act with respect to the offering and sale of limited partnership interests in the Fund, and as to the availability of the Section 3(c)(7) exclusion from registration under the Investment Company Act (subject to customary exceptions, qualifications, and assumptions, including reliance on the representations of the limited partners in their respective Subscription Agreements).

2.9 Third-Party Agreement Review

We will review and comment on the following third-party agreements:

(a) Reviewing and marking up the Fund Administration Agreement to be entered into between the Fund and Pinnacle Fund Services LLC, the Client's selected fund administrator. Our review will focus on the scope of services, standard of care, liability and indemnification provisions, data security obligations, and termination provisions.

(b) Reviewing the indicative term sheet for the subscription credit facility (the "Credit Facility") to be provided by Ashford National Bank, N.A. to the Fund. The Credit Facility contemplates a revolving credit commitment of up to Five Hundred Million Dollars ($500,000,000), secured by the unfunded capital commitments of the limited partners. We will prepare a Term Sheet Review Memorandum summarizing the key terms, conditions, and legal issues raised by the indicative term sheet, including borrowing conditions, advance rates, collateral coverage ratios, events of default, and limited partner consent requirements.

Please note: The negotiation of definitive subscription credit facility documentation (including the credit agreement, security agreement, account control agreements, and related documents) is not included within the scope of this Engagement. If the Client desires the Firm's assistance in negotiating definitive Credit Facility documentation, such work will be scoped as a separate workstream and will be subject to a separate fee arrangement to be agreed upon between the parties.

2.10 Excluded Matters

The following matters are expressly excluded from the scope of this Engagement:

(a) Representation of any limited partner or prospective limited partner in the Fund Complex in connection with their investment in the Fund, the negotiation of side letters, or any other matter.

(b) Cayman Islands legal advice. The Client shall engage local Cayman Islands counsel for the formation and filing of the Offshore Feeder with the Cayman Islands Registrar of Exempted Limited Partnerships, and for any registration or notification requirements under the Mutual Funds Act (as revised) with the Cayman Islands Monetary Authority ("CIMA"). We will coordinate with such Cayman Islands counsel as necessary in connection with the Engagement but will not render opinions or advice on matters of Cayman Islands law.

(c) Negotiation of definitive subscription credit facility documentation (including the credit agreement, security documents, and ancillary financing documents), unless separately agreed in writing as described in Section 2.9 above.

(d) Portfolio company-level acquisition work, including due diligence, negotiation and drafting of acquisition agreements, and post-closing integration matters.

(e) Regulatory examinations or enforcement matters, including SEC examinations, inquiries, or proceedings.

(f) Litigation of any kind, including disputes with limited partners, counterparties, portfolio companies, or regulators.

3. Engagement Team

The following attorneys will serve as the core engagement team for this matter. The Client may direct questions or communications to any member of the team, and the Responsible Partner and Billing Partner identified below will have overall supervisory responsibility for the quality and timeliness of our work product.

Graham Sutherland — Responsible Partner, Funds & Asset Management Practice Group (Wilmington office). Mr. Sutherland has twenty-four (24) years of experience in private equity fund formation and investment management matters. He will have overall responsibility for the Engagement and will serve as the primary relationship partner for HCP. Mr. Sutherland can be reached at gsutherland@calderwoodharkness.com or (302) 555-7810.

Pamela Cross — Billing Partner, Funds & Asset Management Practice Group (New York office). Ms. Cross has twenty (20) years of experience in fund formation and institutional investor relations. She will oversee billing, budgeting, and day-to-day project management for the Engagement, including coordination of internal resources and monitoring of progress against the fundraise timeline. Ms. Cross can be reached at pcross@calderwoodharkness.com or (212) 555-9415.

Stephen Adler — Lead Associate, Funds & Asset Management Practice Group (Wilmington office). Mr. Adler is a seventh-year associate with significant experience in the formation of private equity, venture capital, and credit fund vehicles. He will serve as the primary drafter of the LPA, PPM, subscription documents, and ancillary formation documents for the Fund Complex. Mr. Adler can be reached at sadler@calderwoodharkness.com or (302) 555-7822.

Theresa Kim — Working Associate, Funds & Asset Management Practice Group (New York office). Ms. Kim is a fourth-year associate who will assist with document drafting, third-party agreement review (including the Pinnacle Fund Services administration agreement and the Ashford National Bank term sheet review), regulatory filings (Form D, blue sky notices), and investor communications. Ms. Kim can be reached at tkim@calderwoodharkness.com or (212) 555-9428.

Sylvia Hartwell — Specialist Partner, Tax Practice Group (New York office). Ms. Hartwell has eighteen (18) years of experience in partnership taxation, fund structuring, and international tax planning for private investment funds. She will advise on all fund-level tax structuring matters described in Section 2.5 above, including the design of the blocker entity, the structure of the parallel vehicles, the ERISA analysis, Section 1061 carried interest compliance, and international tax considerations for the Offshore Feeder and non-U.S. investors. Ms. Hartwell can be reached at shartwell@calderwoodharkness.com or (212) 555-9440.

Additional attorneys, paraprofessionals, or other support staff may be assigned to the Engagement as needed to ensure timely and efficient delivery of work product. The Client will be informed of any material changes to the composition of the core engagement team.

4. Client Responsibilities

The efficient and timely completion of the Engagement will depend on the Client's cooperation in providing information, reviewing drafts, and coordinating with third parties. In particular, the Client agrees to the following:

(a) Information Provision. The Client shall provide, on a timely basis, all information necessary for the preparation of the formation and offering documents, including (without limitation) information regarding the investment strategy, target geographies and sectors, fund terms (including management fees, carried interest, hurdle rate, waterfall structure, GP commitment, key person provisions, and investment period terms), and track record data for the predecessor funds (Harrowgate Private Equity Fund I LP through Harrowgate Private Equity Fund IV LP), including realized and unrealized performance data, attribution, and relevant disclaimers.

(b) Draft Review Timeline. The Client shall review and provide comments on drafts within the timelines agreed upon between the Client and the Firm in order to meet the following target fundraise schedule:

(i) PPM initial draft delivered by the Firm to the Client: May 1, 2025;

(ii) LPA initial draft delivered by the Firm to the Client: May 9, 2025;

(iii) Distribution of PPM, LPA summary, and subscription documents to prospective limited partners: June 2, 2025; and

(iv) Target First Close: August 15, 2025.

The foregoing timeline is subject to adjustment based on the Client's review and comment cycle and the progress of investor negotiations. The Firm and the Client will communicate regularly regarding the status of the fundraise timeline and will work cooperatively to address any delays or changes in schedule.

(c) Investor Counsel Coordination. The Client shall coordinate communications with investor-side counsel, including but not limited to:

(i) Aldworth & McBride LLP, counsel for Northmoor State Pension System;

(ii) Pelham Chambers LLP, counsel for The Kingsbridge Endowment Fund; and

(iii) Ramsden Clarke International LLP, counsel for Tidewater Sovereign Investment Authority.

The Client shall provide introductions and facilitate initial communications between the Firm and investor-side counsel as necessary to commence side letter negotiations.

(d) Third-Party Coordination. The Client shall be responsible for the engagement and coordination of the placement agent (Osprey Capital Markets LLC) and the fund administrator (Pinnacle Fund Services LLC), and shall facilitate the Firm's access to such parties and their respective documentation as necessary for the Firm to perform the work described in Section 2.

(e) Cayman Islands Counsel. The Client shall engage local Cayman Islands counsel as necessary for the formation and regulatory filings of the Offshore Feeder. The Client shall provide the Firm with the identity and contact information of such Cayman Islands counsel in a timely manner so that we may coordinate the drafting of the Offshore Feeder's exempted limited partnership agreement.

(f) PPM Data. The Client shall provide final data for the predecessor fund performance tables, team biographies, and other factual content to be included in the PPM. The Client shall be responsible for the accuracy and completeness of all factual information provided for inclusion in the PPM.

5. Fees and Billing

5.1 Billing Rates

Our current standard hourly billing rates for calendar year 2025 are as follows:

The specific billing rate for each attorney will be determined based on the attorney's seniority, expertise, and role on the Engagement. Within the above ranges, current hourly rates for the core engagement team members are: Mr. Sutherland ($1,625/hr); Ms. Cross ($1,575/hr); Ms. Hartwell ($1,600/hr); Mr. Adler ($1,025/hr); and Ms. Kim ($900/hr).

Billing rates are subject to annual adjustment, typically effective as of January 1 of each calendar year. The Client will be notified in advance of any rate changes applicable to the Engagement. Any such rate change will apply only to time recorded on or after the effective date of the change.

Paraprofessional and support staff time, if any, will be billed at the Firm's standard rates for such personnel, which currently range from $350 to $550 per hour depending on the paraprofessional's experience and role.

5.2 Fee Cap — Core Formation Work

The aggregate professional fees for the core fund formation work described in Sections 2.1 through 2.3 and Sections 2.5 through 2.10 of this Engagement Letter shall not exceed Two Million Two Hundred Thousand Dollars ($2,200,000) (the "Fee Cap"). The Fee Cap covers all professional time of the engagement team members for the enumerated core workstreams, regardless of the number of hours actually expended by the team.

Based on our experience with comparable fund formations and our preliminary assessment of the complexity of the Fund Complex, we estimate that the actual professional fees for the core formation workstreams will fall within a range of approximately $1,800,000 to $2,200,000, depending on the complexity and number of vehicles ultimately formed, the scope and complexity of regulatory filings, and the extent of legal opinion work required. We will endeavor to manage the Engagement efficiently and to keep costs at the lower end of this range to the extent practicable.

For the avoidance of doubt, the Fee Cap applies exclusively to the core workstreams enumerated above and does not apply to the side letter negotiation work described in Section 2.4, which is billed hourly as set forth in Section 5.3 below.

5.3 Side Letter Negotiation — Hourly

All work described in Section 2.4 of this Engagement Letter (side letter template preparation, negotiation of individual side letters with limited partners and their respective counsel, and preparation of MFN election notices) shall be billed on an hourly basis at the rates set forth in Section 5.1 above and is not subject to the Fee Cap. The total cost of side letter negotiation work is inherently dependent on the number of limited partners seeking side letter accommodations, the nature and complexity of the concessions requested, and the responsiveness and negotiation posture of investor-side counsel.

We will provide the Client with periodic estimates of anticipated side letter negotiation costs as specific LP negotiations commence, and we will consult with the Client regarding scope and budget as the negotiation process progresses. We anticipate providing an initial estimate of aggregate side letter negotiation costs upon identification of the initial group of anchor investors and their counsel.

5.4 Expenses. Reasonable out-of-pocket disbursements incurred in connection with the Engagement will be billed to the Client at cost, without markup. Such disbursements may include, without limitation, the following:

(a) Delaware Secretary of State filing fees for certificates of limited partnership, certificates of formation, and certificates of incorporation;

(b) SEC Form D filing fees;

(d) Travel expenses (airfare, lodging, ground transportation, and meals) incurred in connection with meetings, closings, and investor counsel negotiations that require in-person attendance;

(e) Overnight delivery and courier charges;

(f) Third-party document reproduction and printing costs; and

(g) Other reasonable and customary out-of-pocket costs directly related to the Engagement.

We will exercise reasonable judgment in incurring expenses and will seek the Client's approval for any single expense item exceeding $5,000.

5.5 Billing and Payment

Invoices for professional fees and disbursements will be rendered on a monthly basis, in arrears, reflecting time and expenses incurred during the preceding calendar month. Each invoice will include a reasonably detailed description of the services performed, the timekeeper(s) responsible, and the hours recorded by each timekeeper.

Payment of each invoice is due within thirty (30) days of the invoice date. Invoices that remain unpaid beyond thirty (30) days may be subject to a late payment charge at the rate of 1.0% per month on the outstanding balance, to the extent permitted by applicable law.

All invoices shall be directed to:

Jonathan P. Birch Partner, Head of Operations & Chief Financial Officer Harrowgate Capital Partners LLC 1200 Concord Pike, Suite 600 Wilmington, Delaware 19803

Email: jbirch@harrowgatecapital.com

The Client may request additional invoice copies be sent to other designated personnel, and the Firm will accommodate such requests.

6. Confidentiality

All information provided by the Client to the Firm in connection with the Engagement, including but not limited to fund terms, investment strategy, track record data, investor identities, business plans, financial projections, and proprietary methodologies, shall be treated as confidential and shall not be disclosed by the Firm to any third party except:

(a) as authorized by the Client, whether in writing or by reasonable implication from the nature of the Engagement (for example, disclosure of information to prospective limited partners through the PPM, or to the SEC through Form D filings);

(b) as required by law, regulation, court order, or the rules of professional conduct governing the Firm's attorneys; or

(c) as necessary in the course of performing the Engagement, including but not limited to filing documents with the Delaware Secretary of State, the SEC, or state securities regulators, or communicating with investor-side counsel in connection with side letter negotiations (with the Client's knowledge and direction).

The Firm maintains and enforces standard information security protocols, including secure document management systems, encrypted email communications, restricted access to client files, and periodic cybersecurity training for all Firm personnel. The Firm's information security practices are designed to comply with applicable data protection laws and professional responsibility requirements.

7. Document Retention

Client files, documents, and work product generated in connection with the Engagement will be retained by the Firm in accordance with Calderwood & Harkness LLP's document retention policy, a copy of which is available upon request. Under the Firm's current policy, client files are retained for a minimum period of seven (7) years following the conclusion or termination of the Engagement, after which time the Firm may destroy such files in accordance with the policy, upon reasonable prior notice to the Client.

The Client may request the return of original documents at any time during or after the Engagement. Upon receipt of such a request, the Firm will return original documents within a commercially reasonable time. The Firm may retain copies of all documents for its own files, subject to the confidentiality obligations set forth in Section 6 above.

8. Conflicts of Interest

Calderwood & Harkness LLP has conducted a conflicts check as of the date hereof, consistent with the Firm's standard conflicts clearance procedures, and has identified no conflicts of interest that would preclude the Firm from undertaking this Engagement.

The Client acknowledges that Calderwood & Harkness LLP is a large, multi-practice law firm that represents numerous private equity sponsors, institutional investors, placement agents, fund administrators, lenders, and other participants in the investment management industry in a range unrelated matters. The Client agrees that such representations of other parties in unrelated matters do not constitute a conflict of interest with respect to this Engagement and do not preclude the Firm from undertaking or continuing such representations.

In the event that an actual or potential conflict of interest arises during the course of the Engagement — whether as a result of a new representation, a change in circumstances, or otherwise — Calderwood & Harkness LLP will promptly notify the Client and will take appropriate steps to address the conflict, which may include seeking an informed written waiver from the Client and/or the other affected party or parties, or, if such a waiver cannot be obtained, withdrawing from the affected representation in accordance with applicable rules of professional conduct.

9. Limitation of Engagement

This Engagement is limited to the matters described in Section 2 of this Engagement Letter. Calderwood & Harkness LLP does not undertake to represent the Client in any matter beyond the scope described herein unless separately agreed in writing between the Firm and the Client. Any expansion of the scope of this Engagement, including the addition of new workstreams, the formation of additional fund vehicles, or the undertaking of portfolio company-level work, shall require a written supplement or amendment to this Engagement Letter or a separate engagement letter, as appropriate.

The Firm's engagement is with HCP as an entity. The Firm does not represent any individual partner, member, officer, director, or employee of HCP in their personal capacity, nor does the Firm represent any limited partner or prospective limited partner of the Fund or any other vehicle within the Fund Complex. Each such individual or entity should engage its own independent legal counsel to the extent it requires legal advice in connection with the Fund or any related matter.

10. Governing Law

This Engagement Letter and the relationship between Calderwood & Harkness LLP and the Client, including any disputes arising out of or relating to this Engagement Letter or the Engagement, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

11. Termination

Either the Firm or the Client may terminate this Engagement upon thirty (30) days' prior written notice to the other party. Such notice may be delivered by email or by first-class mail to the addresses set forth herein (or such other address as either party may designate in writing from time to time).

Upon termination of the Engagement for any reason, the Client shall remain obligated to pay all professional fees and out-of-pocket expenses incurred by the Firm through the effective date of termination, including any fees and expenses billed but unpaid as of such date. The Firm shall render a final invoice within thirty (30) days following the effective date of termination.

Upon termination, Calderwood & Harkness LLP shall cooperate with the Client in effecting an orderly transition of the matter to successor counsel designated by the Client, including the prompt delivery of work product, files, and documents to such successor counsel, subject to the Client's satisfaction of all outstanding fee and expense obligations. The Firm's obligations under Sections 6 (Confidentiality) and 7 (Document Retention) shall survive termination of the Engagement.

12. Acceptance

If the terms set forth in this Engagement Letter are acceptable to the Client, please indicate your agreement by executing and returning a copy of this letter to the undersigned at the address set forth below (or by email to gsutherland@calderwoodharkness.com). This Engagement Letter, when countersigned by the Client, shall constitute the binding agreement between Calderwood & Harkness LLP and Harrowgate Capital Partners LLC with respect to the Engagement described herein, superseding any prior oral or written communications between the parties regarding the same subject matter.

We are grateful for the opportunity to work with Harrowgate Capital Partners LLC on this important transaction and look forward to a productive and successful engagement.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Graham Sutherland

Title: Partner

Calderwood & Harkness LLP 400 South Ashbury Asset Advisors, Suite 3000 Wilmington, Delaware 19801

ACKNOWLEDGED AND AGREED:

HARROWGATE CAPITAL PARTNERS LLC

By: ________

Name: Catherine E. Loomis

Title: General Counsel & Chief Compliance Officer

Date: ________

1200 Concord Pike, Suite 600 Wilmington, Delaware 19803

cc: Marcus J. Harrowgate, Founder, Managing Partner & Chief Investment Officer, Harrowgate Capital Partners LLC Jonathan P. Birch, Partner, Head of Operations & Chief Financial Officer, Harrowgate Capital Partners LLC Pamela Cross, Partner, Calderwood & Harkness LLP

Timekeeper Level	Rate Range
Partners	$1,450 – $1,650 per hour
Associates	$850 – $1,050 per hour

CALDERWOOD & HARKNESS LLP Attorneys at Law
400 South Ashbury Asset Advisors, Suite 3000 Wilmington, Delaware 19801 Telephone: (302) 555-7800 | Facsimile: (302) 555-7801
New York Office: 620 Eighth Avenue, 42nd Floor New York, New York 10018 Telephone: (212) 555-9400 | Facsimile: (212) 555-9401
www.calderwoodharkness.com
April 2, 2025
VIA EMAIL AND FIRST-CLASS MAIL
Catherine E. Loomis, Esq. General Counsel & Chief Compliance Officer Harrowgate Capital Partners LLC 1200 Concord Pike, Suite 600 Wilmington, Delaware 19803
Re: Engagement of Calderwood & Harkness LLP — Formation of Harrowgate Private Equity Fund V LP and Related Vehicles Matter Number: 1003-00002
Dear Ms. Loomis:
We are delighted to set forth the terms pursuant to which Calderwood & Harkness LLP (the "Firm," "we," "us," or "our") will represent Harrowgate Capital Partners LLC ("HCP" or the "Client") in connection with the formation and fundraise of the Client's fifth flagship private equity fund, as described in greater detail below. This letter (this "Engagement Letter"), when countersigned by the Client, shall constitute the binding agreement between the Firm and the Client with respect to the engagement described herein.
1. Engagement and Client Identification
Calderwood & Harkness LLP is pleased to confirm its engagement by Harrowgate Capital Partners LLC, a Delaware limited liability company, in connection with the formation, structuring, and fundraise of the Client's fifth flagship private equity fund and the related fund vehicles described in Section 2 below (collectively, the "Engagement"). HCP will serve as the Sponsor and promoter of the fund and its related vehicles, and in that capacity is responsible for all aspects of the fundraise, investor relations, and fund management.
We note that HCP is a registered investment adviser with the United States Securities and Exchange Commission (SEC File No. 801-79223; CRD No. 298417) and is subject to the Investment Advisers Act of 1940, as amended, and the rules and regulations promulgated thereunder.
For purposes of this Engagement, HCP is the sole client of the Firm. Although we will be forming and advising on various related entities in the course of the Engagement — including the fund partnership entities, the general partner entity, the blocker corporation, and the offshore feeder vehicle, each as identified in Section 2 below — HCP is the sole entity to which we owe a duty of loyalty and professional responsibility. We do not represent, and will not be deemed to represent, any limited partner, prospective limited partner, placement agent, lender, fund administrator, or any other third party in connection with this matter. Each such third party should engage its own legal counsel as it deems appropriate.
2. Scope of Engagement
The scope of our Engagement encompasses the following workstreams, each as more fully described below. Matters that fall outside the scope of this Section 2 are excluded from the Engagement unless separately agreed in writing.
2.1 Fund Vehicles to Be Formed
We will form and structure the following entities in connection with the fundraise (collectively, the "Fund Complex"):
(a) Harrowgate Private Equity Fund V LP ("HPE Fund V" or the "Fund") — a Delaware limited partnership that will serve as the main fund vehicle for the fifth flagship private equity fund. The target hard cap for capital commitments to HPE Fund V is Two Billion Dollars ($2,000,000,000).
(b) Harrowgate Fund V GP LLC (the "General Partner") — a Delaware limited liability company to be organized as the sole general partner of HPE Fund V and the Parallel Fund. The sole member of the General Partner shall be HCP.
(c) Harrowgate Fund V Parallel LP (the "Parallel Fund") — a Delaware limited partnership to be organized as a parallel vehicle for the investment by certain tax-exempt and non-U.S. limited partners that may require alternative structuring to address specific tax, regulatory, or policy considerations. The Parallel Fund will invest on a substantially pari passu basis alongside the Fund.
(d) Harrowgate Fund V Offshore SLP (the "Offshore Feeder") — a Cayman Islands exempted limited partnership to be organized as a feeder vehicle for non-U.S. investors seeking to invest through a non-U.S. jurisdiction. Subject to the exclusion described in Section 2.10 below, our work with respect to the Offshore Feeder will be limited to the drafting of the exempted limited partnership agreement under New York law governing provisions, with Cayman Islands formation filings and CIMA registration to be handled by local Cayman counsel engaged by the Client.
(e) HGF V blocker Corp. (the "Blocker") — a Delaware C corporation to be organized as a blocker entity through which certain tax-exempt investors may invest in the Fund Complex in order to mitigate exposure to unrelated business taxable income ("UBTI") under the Internal Revenue Code of 1986, as amended (the "Code").
2.2 Core Formation Work
In connection with the formation of the Fund Complex, we will perform the following work:
(a) Drafting and negotiating the Agreement of Limited Partnership of HPE Fund V LP (the "LPA"), which shall set forth the terms and conditions governing the formation, governance, investment activities, capital contributions, distributions, allocations, management fees, carried interest, expenses, reporting obligations, and dissolution of the Fund.
(b) Drafting the Agreement of Limited Partnership of the Parallel Fund, which shall contain terms and conditions substantially consistent with the LPA, adapted as necessary to accommodate the particular tax, regulatory, and structural considerations applicable to the Parallel Fund's investor base.
(c) Drafting the Exempted Limited Partnership Agreement of the Offshore Feeder, which shall contain terms and conditions consistent with the LPA, adapted as necessary for the Cayman Islands exempted limited partnership structure and the particular requirements of non-U.S. investors.
(d) Drafting the Limited Liability Company Agreement of the General Partner, which shall set forth the governance, capitalization, and operating terms of the General Partner entity.
(e) Preparing and filing the Certificate of Limited Partnership for HPE Fund V LP with the Delaware Secretary of State, Division of Corporations.
(f) Preparing and filing the Certificate of Formation for Harrowgate Fund V GP LLC with the Delaware Secretary of State, Division of Corporations.
(g) Preparing and filing the Certificate of Incorporation for HGF V blocker Corp. with the Delaware Secretary of State, Division of Corporations.
(h) Drafting the Bylaws of HGF V blocker Corp., including provisions governing the board of directors, officers, indemnification, and corporate procedures.
2.3 Offering Documents
We will prepare the following offering and subscription documents for the Fund Complex:
(a) Drafting and negotiating the Confidential Private Placement Memorandum (the "PPM") for HPE Fund V LP, which shall describe the investment strategy, key fund terms, risk factors, tax considerations, regulatory disclosures, track record information for predecessor funds (HPE Fund I through HPE Fund IV), biographies of key investment professionals, and other material information required in connection with the private placement offering.
(b) Drafting the form Subscription Agreement and Investor Questionnaire for each vehicle in the Fund Complex (i.e., the Main Fund, the Parallel Fund, and the Offshore Feeder), which shall include customary investor representations, warranties, and certifications (including accredited investor, qualified purchaser, ERISA, FATCA, and anti-money laundering certifications).
(c) Drafting the Investor Suitability Questionnaire / Know Your Customer ("KYC") Form, incorporating current anti-money laundering and sanctions screening requirements applicable to the Fund Complex.
2.4 Side Letters and LP Negotiations
We will perform the following work in connection with side letter negotiations with prospective limited partners:
(a) Preparing a form Side Letter template containing standard concession provisions commonly requested by institutional limited partners, including without limitation provisions addressing most favored nation ("MFN") rights, enhanced reporting and transparency requirements, co-investment allocation rights, transfer and secondary sale provisions, ERISA-related representations and covenants, and tax-related provisions (including withholding and allocation matters).
(b) Negotiating individual side letters with anchor and institutional limited partners and their respective counsel. As of the date hereof, the following investors and their counsel have been identified as likely participants in the side letter negotiation process:
(i) Northmoor State Pension System (counsel: Aldworth & McBride LLP);
(ii) The Kingsbridge Endowment Fund (counsel: Pelham Chambers LLP);
(iii) Edgecombe Insurance Group Ltd.;
(iv) Velthorn Family Office LLC;
(v) Tidewater Sovereign Investment Authority (counsel: Ramsden Clarke International LLP); and
(vi) Stonewall Partners Fund of Funds III LP.
Additional investors and their counsel will be identified as the fundraise progresses, and we will negotiate side letters with such investors as directed by the Client.
(c) Preparing the form MFN Election Notice to be distributed to all limited partners entitled to elect the benefit of MFN-protected side letter provisions following each closing.
Please note: All work described in this Section 2.4, including the negotiation of individual side letters with limited partners and their respective counsel, will be billed on an hourly basis at the rates set forth in Section 5.1 below and is outside the Fee Cap described in Section 5.2 below. This carve-out reflects the inherently unpredictable nature of side letter negotiations, which are driven by the number of investors, the complexity of their requests, and the responsiveness of their counsel. Estimates of anticipated side letter negotiation costs will be provided to the Client as specific LP negotiations commence.
2.5 Tax Structuring
Our tax practice will advise on the following matters in connection with the formation and structuring of the Fund Complex:
(a) Advising on the partnership tax classification of the Main Fund and the Parallel Fund under Subchapter K of the Code (Sections 701–777), including confirmation of classification as partnerships for U.S. federal income tax purposes and analysis of relevant elections.
(b) Analyzing UBTI considerations for tax-exempt limited partners (including charitable organizations, pension plans, university endowments, and other exempt entities) and advising on the role and structure of the blocker entity in mitigating UBTI exposure under Sections 511–514 of the Code.
(c) Analyzing effectively connected income ("ECI") and Foreign Investment in Real Property Tax Act ("FIRPTA") withholding issues for non-U.S. investors investing through the Offshore Feeder and/or the Main Fund, including analysis of Sections 1445 and 1446 of the Code and applicable income tax treaty provisions.
(d) Advising on compliance with Section 1061 of the Code, including the application of the three-year holding period requirement for carried interest (applicable profits interest) received by HCP and its investment professionals in connection with the Fund Complex.
(e) Analyzing the Cayman Islands tax neutrality of the Offshore Feeder, including consideration of the economic substance requirements under Cayman Islands law and the absence of Cayman Islands income tax, capital gains tax, or withholding tax applicable to the Offshore Feeder and its partners.
(f) Preparing written tax structuring memoranda for the Client summarizing the foregoing analyses and providing recommendations regarding the optimal tax structure for the Fund Complex.
(g) Preparing the ERISA Analysis Memorandum, which shall analyze the benefit plan investor percentage threshold under 29 C.F.R. § 2510.3-101(f) (as modified by Section 3(42) of ERISA) and advise on procedures and monitoring mechanisms to ensure that the assets of the Fund are not treated as "plan assets" under ERISA — i.e., that benefit plan investors hold less than 25% of the value of each class of equity interests in the Fund (excluding interests held by the General Partner and its affiliates).
2.6 Regulatory and Compliance
We will advise on the following regulatory and compliance matters:
(a) Preparing and filing Form D (Notice of Exempt Offering of Securities) with the SEC within fifteen (15) days of the First Close of the Fund, in accordance with the requirements of Regulation D under the Securities Act of 1933, as amended (the "Securities Act"), Rule 506(b).
(b) Coordinating state blue sky notice filings in all U.S. states and territories where limited partners are domiciled, as required by applicable state securities laws. The number and timing of such filings will depend on the geographic distribution of the Fund's investor base, and filing fees incurred in connection therewith will be billed to the Client at cost.
(c) Advising on the qualification of the Fund under Section 3(c)(7) of the Investment Company Act of 1940, as amended (the "Investment Company Act"), including confirmation that all investors in the Fund are "qualified purchasers" as defined in Section 2(a)(51) of the Investment Company Act.
(d) Advising on Investment Advisers Act compliance matters as applicable to the fundraise, including consideration of advertising and performance presentation requirements, Form ADV disclosure updates, and custody rule compliance.
(e) Preparing the Placement Agent Disclosure & Compliance Memorandum regarding Osprey Capital Markets LLC, which has been engaged by the Client as the placement agent for the Fund. This memorandum will address compliance with SEC guidance on placement agent disclosures, state pay-to-play restrictions, and Rule 206(4)-5 under the Investment Advisers Act (political contributions and placement agent regulations for government entity investors).
2.7 Ancillary and Administrative Documents
We will prepare the following ancillary and administrative documents for use in connection with the Fund's operations:
(a) Drafting the Limited Partner Advisory Committee ("LPAC") Charter / Terms of Reference, setting forth the composition, authority, meeting procedures, and conflict-of-interest review protocols for the LPAC.
(b) Drafting the form Capital Call Notice, to be used by the General Partner in connection with drawdowns of capital commitments from limited partners.
(c) Drafting the form Distribution Notice, to be used by the General Partner in connection with distributions to limited partners.
(d) Drafting the form Transfer (Assignment) Agreement, to be used in connection with any permitted transfer or assignment of a limited partner's interest in the Fund in accordance with the transfer provisions of the LPA.
(e) Preparing the First Close Checklist, which shall set forth all conditions precedent, deliverables, filings, and corporate actions required to be completed or delivered on or prior to the First Close of the Fund.
2.8 Legal Opinions
We will deliver the following legal opinions at the First Close of the Fund:
(a) A legal opinion addressed to the Fund, the General Partner, and (to the extent required by the LPA or any side letter) the limited partners, as to the valid formation of HPE Fund V LP and Harrowgate Fund V GP LLC under the Delaware Revised Uniform Limited Partnership Act and the Delaware Limited Liability Company Act, respectively, and as to the enforceability of the LPA against the parties thereto (subject to customary exceptions, qualifications, and assumptions).
(b) A legal opinion addressed to the Fund and the General Partner as to the availability of the Regulation D, Rule 506(b) exemption from registration under the Securities Act with respect to the offering and sale of limited partnership interests in the Fund, and as to the availability of the Section 3(c)(7) exclusion from registration under the Investment Company Act (subject to customary exceptions, qualifications, and assumptions, including reliance on the representations of the limited partners in their respective Subscription Agreements).
2.9 Third-Party Agreement Review
We will review and comment on the following third-party agreements:
(a) Reviewing and marking up the Fund Administration Agreement to be entered into between the Fund and Pinnacle Fund Services LLC, the Client's selected fund administrator. Our review will focus on the scope of services, standard of care, liability and indemnification provisions, data security obligations, and termination provisions.
(b) Reviewing the indicative term sheet for the subscription credit facility (the "Credit Facility") to be provided by Ashford National Bank, N.A. to the Fund. The Credit Facility contemplates a revolving credit commitment of up to Five Hundred Million Dollars ($500,000,000), secured by the unfunded capital commitments of the limited partners. We will prepare a Term Sheet Review Memorandum summarizing the key terms, conditions, and legal issues raised by the indicative term sheet, including borrowing conditions, advance rates, collateral coverage ratios, events of default, and limited partner consent requirements.
Please note: The negotiation of definitive subscription credit facility documentation (including the credit agreement, security agreement, account control agreements, and related documents) is not included within the scope of this Engagement. If the Client desires the Firm's assistance in negotiating definitive Credit Facility documentation, such work will be scoped as a separate workstream and will be subject to a separate fee arrangement to be agreed upon between the parties.
2.10 Excluded Matters
The following matters are expressly excluded from the scope of this Engagement:
(a) Representation of any limited partner or prospective limited partner in the Fund Complex in connection with their investment in the Fund, the negotiation of side letters, or any other matter.
(b) Cayman Islands legal advice. The Client shall engage local Cayman Islands counsel for the formation and filing of the Offshore Feeder with the Cayman Islands Registrar of Exempted Limited Partnerships, and for any registration or notification requirements under the Mutual Funds Act (as revised) with the Cayman Islands Monetary Authority ("CIMA"). We will coordinate with such Cayman Islands counsel as necessary in connection with the Engagement but will not render opinions or advice on matters of Cayman Islands law.
(c) Negotiation of definitive subscription credit facility documentation (including the credit agreement, security documents, and ancillary financing documents), unless separately agreed in writing as described in Section 2.9 above.
(d) Portfolio company-level acquisition work, including due diligence, negotiation and drafting of acquisition agreements, and post-closing integration matters.
(e) Regulatory examinations or enforcement matters, including SEC examinations, inquiries, or proceedings.
(f) Litigation of any kind, including disputes with limited partners, counterparties, portfolio companies, or regulators.
3. Engagement Team
The following attorneys will serve as the core engagement team for this matter. The Client may direct questions or communications to any member of the team, and the Responsible Partner and Billing Partner identified below will have overall supervisory responsibility for the quality and timeliness of our work product.
Graham Sutherland — Responsible Partner, Funds & Asset Management Practice Group (Wilmington office). Mr. Sutherland has twenty-four (24) years of experience in private equity fund formation and investment management matters. He will have overall responsibility for the Engagement and will serve as the primary relationship partner for HCP. Mr. Sutherland can be reached at gsutherland@calderwoodharkness.com or (302) 555-7810.
Pamela Cross — Billing Partner, Funds & Asset Management Practice Group (New York office). Ms. Cross has twenty (20) years of experience in fund formation and institutional investor relations. She will oversee billing, budgeting, and day-to-day project management for the Engagement, including coordination of internal resources and monitoring of progress against the fundraise timeline. Ms. Cross can be reached at pcross@calderwoodharkness.com or (212) 555-9415.
Stephen Adler — Lead Associate, Funds & Asset Management Practice Group (Wilmington office). Mr. Adler is a seventh-year associate with significant experience in the formation of private equity, venture capital, and credit fund vehicles. He will serve as the primary drafter of the LPA, PPM, subscription documents, and ancillary formation documents for the Fund Complex. Mr. Adler can be reached at sadler@calderwoodharkness.com or (302) 555-7822.
Theresa Kim — Working Associate, Funds & Asset Management Practice Group (New York office). Ms. Kim is a fourth-year associate who will assist with document drafting, third-party agreement review (including the Pinnacle Fund Services administration agreement and the Ashford National Bank term sheet review), regulatory filings (Form D, blue sky notices), and investor communications. Ms. Kim can be reached at tkim@calderwoodharkness.com or (212) 555-9428.
Sylvia Hartwell — Specialist Partner, Tax Practice Group (New York office). Ms. Hartwell has eighteen (18) years of experience in partnership taxation, fund structuring, and international tax planning for private investment funds. She will advise on all fund-level tax structuring matters described in Section 2.5 above, including the design of the blocker entity, the structure of the parallel vehicles, the ERISA analysis, Section 1061 carried interest compliance, and international tax considerations for the Offshore Feeder and non-U.S. investors. Ms. Hartwell can be reached at shartwell@calderwoodharkness.com or (212) 555-9440.
Additional attorneys, paraprofessionals, or other support staff may be assigned to the Engagement as needed to ensure timely and efficient delivery of work product. The Client will be informed of any material changes to the composition of the core engagement team.
4. Client Responsibilities
The efficient and timely completion of the Engagement will depend on the Client's cooperation in providing information, reviewing drafts, and coordinating with third parties. In particular, the Client agrees to the following:
(a) Information Provision. The Client shall provide, on a timely basis, all information necessary for the preparation of the formation and offering documents, including (without limitation) information regarding the investment strategy, target geographies and sectors, fund terms (including management fees, carried interest, hurdle rate, waterfall structure, GP commitment, key person provisions, and investment period terms), and track record data for the predecessor funds (Harrowgate Private Equity Fund I LP through Harrowgate Private Equity Fund IV LP), including realized and unrealized performance data, attribution, and relevant disclaimers.
(b) Draft Review Timeline. The Client shall review and provide comments on drafts within the timelines agreed upon between the Client and the Firm in order to meet the following target fundraise schedule:
(i) PPM initial draft delivered by the Firm to the Client: May 1, 2025;
(ii) LPA initial draft delivered by the Firm to the Client: May 9, 2025;
(iii) Distribution of PPM, LPA summary, and subscription documents to prospective limited partners: June 2, 2025; and
(iv) Target First Close: August 15, 2025.
The foregoing timeline is subject to adjustment based on the Client's review and comment cycle and the progress of investor negotiations. The Firm and the Client will communicate regularly regarding the status of the fundraise timeline and will work cooperatively to address any delays or changes in schedule.
(c) Investor Counsel Coordination. The Client shall coordinate communications with investor-side counsel, including but not limited to:
(i) Aldworth & McBride LLP, counsel for Northmoor State Pension System;
(ii) Pelham Chambers LLP, counsel for The Kingsbridge Endowment Fund; and
(iii) Ramsden Clarke International LLP, counsel for Tidewater Sovereign Investment Authority.
The Client shall provide introductions and facilitate initial communications between the Firm and investor-side counsel as necessary to commence side letter negotiations.
(d) Third-Party Coordination. The Client shall be responsible for the engagement and coordination of the placement agent (Osprey Capital Markets LLC) and the fund administrator (Pinnacle Fund Services LLC), and shall facilitate the Firm's access to such parties and their respective documentation as necessary for the Firm to perform the work described in Section 2.
(e) Cayman Islands Counsel. The Client shall engage local Cayman Islands counsel as necessary for the formation and regulatory filings of the Offshore Feeder. The Client shall provide the Firm with the identity and contact information of such Cayman Islands counsel in a timely manner so that we may coordinate the drafting of the Offshore Feeder's exempted limited partnership agreement.
(f) PPM Data. The Client shall provide final data for the predecessor fund performance tables, team biographies, and other factual content to be included in the PPM. The Client shall be responsible for the accuracy and completeness of all factual information provided for inclusion in the PPM.
5. Fees and Billing
5.1 Billing Rates
Our current standard hourly billing rates for calendar year 2025 are as follows:
The specific billing rate for each attorney will be determined based on the attorney's seniority, expertise, and role on the Engagement. Within the above ranges, current hourly rates for the core engagement team members are: Mr. Sutherland ($1,625/hr); Ms. Cross ($1,575/hr); Ms. Hartwell ($1,600/hr); Mr. Adler ($1,025/hr); and Ms. Kim ($900/hr).
Billing rates are subject to annual adjustment, typically effective as of January 1 of each calendar year. The Client will be notified in advance of any rate changes applicable to the Engagement. Any such rate change will apply only to time recorded on or after the effective date of the change.
Paraprofessional and support staff time, if any, will be billed at the Firm's standard rates for such personnel, which currently range from $350 to $550 per hour depending on the paraprofessional's experience and role.
5.2 Fee Cap — Core Formation Work
The aggregate professional fees for the core fund formation work described in Sections 2.1 through 2.3 and Sections 2.5 through 2.10 of this Engagement Letter shall not exceed Two Million Two Hundred Thousand Dollars ($2,200,000) (the "Fee Cap"). The Fee Cap covers all professional time of the engagement team members for the enumerated core workstreams, regardless of the number of hours actually expended by the team.
Based on our experience with comparable fund formations and our preliminary assessment of the complexity of the Fund Complex, we estimate that the actual professional fees for the core formation workstreams will fall within a range of approximately $1,800,000 to $2,200,000, depending on the complexity and number of vehicles ultimately formed, the scope and complexity of regulatory filings, and the extent of legal opinion work required. We will endeavor to manage the Engagement efficiently and to keep costs at the lower end of this range to the extent practicable.
For the avoidance of doubt, the Fee Cap applies exclusively to the core workstreams enumerated above and does not apply to the side letter negotiation work described in Section 2.4, which is billed hourly as set forth in Section 5.3 below.
5.3 Side Letter Negotiation — Hourly
All work described in Section 2.4 of this Engagement Letter (side letter template preparation, negotiation of individual side letters with limited partners and their respective counsel, and preparation of MFN election notices) shall be billed on an hourly basis at the rates set forth in Section 5.1 above and is not subject to the Fee Cap. The total cost of side letter negotiation work is inherently dependent on the number of limited partners seeking side letter accommodations, the nature and complexity of the concessions requested, and the responsiveness and negotiation posture of investor-side counsel.
We will provide the Client with periodic estimates of anticipated side letter negotiation costs as specific LP negotiations commence, and we will consult with the Client regarding scope and budget as the negotiation process progresses. We anticipate providing an initial estimate of aggregate side letter negotiation costs upon identification of the initial group of anchor investors and their counsel.
5.4 Expenses.  Reasonable out-of-pocket disbursements incurred in connection with the Engagement will be billed to the Client at cost, without markup. Such disbursements may include, without limitation, the following:
(a) Delaware Secretary of State filing fees for certificates of limited partnership, certificates of formation, and certificates of incorporation;
(b) SEC Form D filing fees;
(c) State blue sky notice filing fees;
(d) Travel expenses (airfare, lodging, ground transportation, and meals) incurred in connection with meetings, closings, and investor counsel negotiations that require in-person attendance;
(e) Overnight delivery and courier charges;
(f) Third-party document reproduction and printing costs; and
(g) Other reasonable and customary out-of-pocket costs directly related to the Engagement.
We will exercise reasonable judgment in incurring expenses and will seek the Client's approval for any single expense item exceeding $5,000.
5.5 Billing and Payment
Invoices for professional fees and disbursements will be rendered on a monthly basis, in arrears, reflecting time and expenses incurred during the preceding calendar month. Each invoice will include a reasonably detailed description of the services performed, the timekeeper(s) responsible, and the hours recorded by each timekeeper.
Payment of each invoice is due within thirty (30) days of the invoice date. Invoices that remain unpaid beyond thirty (30) days may be subject to a late payment charge at the rate of 1.0% per month on the outstanding balance, to the extent permitted by applicable law.
All invoices shall be directed to:
Jonathan P. Birch Partner, Head of Operations & Chief Financial Officer Harrowgate Capital Partners LLC 1200 Concord Pike, Suite 600 Wilmington, Delaware 19803
Email: jbirch@harrowgatecapital.com
The Client may request additional invoice copies be sent to other designated personnel, and the Firm will accommodate such requests.
6. Confidentiality
All information provided by the Client to the Firm in connection with the Engagement, including but not limited to fund terms, investment strategy, track record data, investor identities, business plans, financial projections, and proprietary methodologies, shall be treated as confidential and shall not be disclosed by the Firm to any third party except:
(a) as authorized by the Client, whether in writing or by reasonable implication from the nature of the Engagement (for example, disclosure of information to prospective limited partners through the PPM, or to the SEC through Form D filings);
(b) as required by law, regulation, court order, or the rules of professional conduct governing the Firm's attorneys; or
(c) as necessary in the course of performing the Engagement, including but not limited to filing documents with the Delaware Secretary of State, the SEC, or state securities regulators, or communicating with investor-side counsel in connection with side letter negotiations (with the Client's knowledge and direction).
The Firm maintains and enforces standard information security protocols, including secure document management systems, encrypted email communications, restricted access to client files, and periodic cybersecurity training for all Firm personnel. The Firm's information security practices are designed to comply with applicable data protection laws and professional responsibility requirements.
7. Document Retention
Client files, documents, and work product generated in connection with the Engagement will be retained by the Firm in accordance with Calderwood & Harkness LLP's document retention policy, a copy of which is available upon request. Under the Firm's current policy, client files are retained for a minimum period of seven (7) years following the conclusion or termination of the Engagement, after which time the Firm may destroy such files in accordance with the policy, upon reasonable prior notice to the Client.
The Client may request the return of original documents at any time during or after the Engagement. Upon receipt of such a request, the Firm will return original documents within a commercially reasonable time. The Firm may retain copies of all documents for its own files, subject to the confidentiality obligations set forth in Section 6 above.
8. Conflicts of Interest
Calderwood & Harkness LLP has conducted a conflicts check as of the date hereof, consistent with the Firm's standard conflicts clearance procedures, and has identified no conflicts of interest that would preclude the Firm from undertaking this Engagement.
The Client acknowledges that Calderwood & Harkness LLP is a large, multi-practice law firm that represents numerous private equity sponsors, institutional investors, placement agents, fund administrators, lenders, and other participants in the investment management industry in a range unrelated matters. The Client agrees that such representations of other parties in unrelated matters do not constitute a conflict of interest with respect to this Engagement and do not preclude the Firm from undertaking or continuing such representations.
In the event that an actual or potential conflict of interest arises during the course of the Engagement — whether as a result of a new representation, a change in circumstances, or otherwise — Calderwood & Harkness LLP will promptly notify the Client and will take appropriate steps to address the conflict, which may include seeking an informed written waiver from the Client and/or the other affected party or parties, or, if such a waiver cannot be obtained, withdrawing from the affected representation in accordance with applicable rules of professional conduct.
9. Limitation of Engagement
This Engagement is limited to the matters described in Section 2 of this Engagement Letter. Calderwood & Harkness LLP does not undertake to represent the Client in any matter beyond the scope described herein unless separately agreed in writing between the Firm and the Client. Any expansion of the scope of this Engagement, including the addition of new workstreams, the formation of additional fund vehicles, or the undertaking of portfolio company-level work, shall require a written supplement or amendment to this Engagement Letter or a separate engagement letter, as appropriate.
The Firm's engagement is with HCP as an entity. The Firm does not represent any individual partner, member, officer, director, or employee of HCP in their personal capacity, nor does the Firm represent any limited partner or prospective limited partner of the Fund or any other vehicle within the Fund Complex. Each such individual or entity should engage its own independent legal counsel to the extent it requires legal advice in connection with the Fund or any related matter.
10. Governing Law
This Engagement Letter and the relationship between Calderwood & Harkness LLP and the Client, including any disputes arising out of or relating to this Engagement Letter or the Engagement, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.
11. Termination
Either the Firm or the Client may terminate this Engagement upon thirty (30) days' prior written notice to the other party. Such notice may be delivered by email or by first-class mail to the addresses set forth herein (or such other address as either party may designate in writing from time to time).
Upon termination of the Engagement for any reason, the Client shall remain obligated to pay all professional fees and out-of-pocket expenses incurred by the Firm through the effective date of termination, including any fees and expenses billed but unpaid as of such date. The Firm shall render a final invoice within thirty (30) days following the effective date of termination.
Upon termination, Calderwood & Harkness LLP shall cooperate with the Client in effecting an orderly transition of the matter to successor counsel designated by the Client, including the prompt delivery of work product, files, and documents to such successor counsel, subject to the Client's satisfaction of all outstanding fee and expense obligations. The Firm's obligations under Sections 6 (Confidentiality) and 7 (Document Retention) shall survive termination of the Engagement.
12. Acceptance
If the terms set forth in this Engagement Letter are acceptable to the Client, please indicate your agreement by executing and returning a copy of this letter to the undersigned at the address set forth below (or by email to gsutherland@calderwoodharkness.com). This Engagement Letter, when countersigned by the Client, shall constitute the binding agreement between Calderwood & Harkness LLP and Harrowgate Capital Partners LLC with respect to the Engagement described herein, superseding any prior oral or written communications between the parties regarding the same subject matter.
We are grateful for the opportunity to work with Harrowgate Capital Partners LLC on this important transaction and look forward to a productive and successful engagement.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Graham Sutherland
Title: Partner
Calderwood & Harkness LLP 400 South Ashbury Asset Advisors, Suite 3000 Wilmington, Delaware 19801
ACKNOWLEDGED AND AGREED:
HARROWGATE CAPITAL PARTNERS LLC
By: ________
Name: Catherine E. Loomis
Title: General Counsel & Chief Compliance Officer
Date: ________
1200 Concord Pike, Suite 600 Wilmington, Delaware 19803
cc: Marcus J. Harrowgate, Founder, Managing Partner & Chief Investment Officer, Harrowgate Capital Partners LLC Jonathan P. Birch, Partner, Head of Operations & Chief Financial Officer, Harrowgate Capital Partners LLC Pamela Cross, Partner, Calderwood & Harkness LLP
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ACKNOWLEDGED AND AGREED:

HARROWGATE CAPITAL PARTNERS LLC

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