CERTIFICATE OF FORMATION
OF
HARROWGATE FUND V GP LLC
The undersigned, being an authorized person, hereby executes this Certificate of Formation for the purpose of forming a limited liability company pursuant to and in accordance with Section 18-201 of the Delaware Limited Liability Company Act (Title 6, Chapter 18 of the Delaware Code), and does hereby certify as follows:
ARTICLE I
NAME
The name of the limited liability company formed hereby is:
Harrowgate Fund V GP LLC
ARTICLE II
REGISTERED OFFICE AND REGISTERED AGENT
The address of the registered office of the limited liability company in the State of Delaware is 400 South Ashbury Asset Advisors, Suite 3000, Wilmington, Delaware 19801, County of New Castle. The name of the registered agent of the limited liability company at such address is Calderwood & Harkness LLP.
ARTICLE III
AUTHORIZED PERSON
The name and address of the authorized person executing this Certificate of Formation are as follows:
Stephen Adler Calderwood & Harkness LLP 400 South Ashbury Asset Advisors, Suite 3000 Wilmington, Delaware 19801
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date set forth below.
AUTHORIZED PERSON:
By: ________
Name: Stephen Adler
As an Authorized Person
Date: ________
FILING INSTRUCTIONS AND INTERNAL MEMORANDUM
(For Internal Use Only — Not Part of the Certificate of Formation)
CONFIDENTIAL — ATTORNEY WORK PRODUCT — PRIVILEGED
Filing Instructions:
This Certificate of Formation of Harrowgate Fund V GP LLC is to be filed with the Office of the Secretary of State of the State of Delaware, Division of Corporations, John G. Townsend Building, 401 Federal Street, Suite 4, Dover, Delaware 19901. The applicable filing fee must accompany the submission of this Certificate of Formation in accordance with the fee schedule prescribed by the Delaware Secretary of State.
Upon filing, the Delaware Secretary of State will assign a file number to the entity. The internal reference for tracking purposes is as follows:
HPE Fund V GP — DE LLC File No.: To be assigned upon filing
Entity Type: Delaware limited liability company
Purpose of Entity: Harrowgate Fund V GP LLC is being formed to serve as the sole general partner of Harrowgate Private Equity Fund V LP, a Delaware limited partnership to be formed in connection with the structuring and fundraising for Harrowgate Private Equity Fund V. The limited partnership agreement of Harrowgate Private Equity Fund V LP will designate Harrowgate Fund V GP LLC as the general partner thereof.
Sole Member: The sole member of Harrowgate Fund V GP LLC shall be Harrowgate Capital Partners LLC, a Delaware limited liability company, with offices located at 1200 Concord Pike, Suite 600, Wilmington, Delaware 19803.
Target Filing Date: This Certificate of Formation is to be filed in connection with the First Close of Harrowgate Private Equity Fund V LP, with a target date of August 15, 2025. Counsel should coordinate with the fund formation team to ensure that the filing of this Certificate of Formation precedes the filing of the Certificate of Limited Partnership of Harrowgate Private Equity Fund V LP with the Delaware Secretary of State.
Prepared By:
Calderwood & Harkness LLP Fund Formation Counsel 400 South Ashbury Asset Advisors, Suite 3000 Wilmington, Delaware 19801
C&H Matter Number: 1003-00002
This memorandum is prepared for internal use by Calderwood & Harkness LLP and Harrowgate Capital Partners LLC and does not form part of the Certificate of Formation to be filed with the Delaware Secretary of State.