STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
CERTIFICATE OF INCORPORATION
OF
HGF V BLOCKER CORP.
(A Delaware Corporation)
Incorporated Under the General Corporation Law of the State of Delaware
The undersigned, acting as incorporator for the purpose of forming a corporation under the provisions of the General Corporation Law of the State of Delaware, as set forth in Title 8 of the Delaware Code (the "DGCL"), does hereby certify as follows:
ARTICLE I
NAME. The name of the corporation is HGF V blocker Corp. (the "Corporation"). The Corporation is formed under and pursuant to the provisions of the General Corporation Law of the State of Delaware.
ARTICLE II
REGISTERED OFFICE AND REGISTERED AGENT
The address of the Corporation's registered office in the State of Delaware is 400 South Ashbury Asset Advisors, Suite 3000, Wilmington, Delaware 19801, located in New Castle County. The name of the Corporation's registered agent at such address is Calderwood & Harkness LLP. The registered agent is a limited liability partnership organized under the laws of the State of New York and authorized to act as a registered agent in the State of Delaware.
ARTICLE III
PURPOSE. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended.
Without limiting the generality of the foregoing, the primary purpose of the Corporation is to serve as a blocker entity to acquire, hold, manage, and dispose of, directly or indirectly, limited partnership interests in Harrowgate Private Equity Fund V LP, a Delaware limited partnership (the "Main Fund"), and/or Harrowgate Fund V Parallel LP, a Delaware limited partnership (the "Parallel Fund," and together with the Main Fund, the "Funds"), and to engage in any and all activities ancillary, related, or incidental thereto, including, without limitation, (a) entering into subscription agreements, side letters, and other agreements in connection with the acquisition, holding, or disposition of such limited partnership interests; (b) making capital contributions to the Funds; (c) receiving and distributing cash, securities, or other property from the Funds; (d) borrowing money and issuing evidences of indebtedness in connection with its investment in the Funds; (e) executing, delivering, and performing any and all agreements, instruments, and documents necessary or desirable in connection with the foregoing; and (f) engaging in such other activities as may be necessary, incidental, or convenient to the accomplishment of any of the foregoing purposes.
Notwithstanding the foregoing, the Corporation shall not engage in any business or activity unrelated to its stated purpose as set forth in this Article III without the prior approval of the Board of Directors of the Corporation. The Corporation is intended to operate as a single-purpose entity, and this provision shall be construed accordingly.
ARTICLE IV
AUTHORIZED CAPITAL STOCK
Section 4.1. Authorized Shares. The total number of shares of stock which the Corporation shall have authority to issue is ten thousand (10,000) shares of Common Stock, par value $0.01 per share (the "Common Stock"). All authorized shares of the Corporation shall be of a single class, designated as Common Stock. No shares of preferred stock or any other class of capital stock are authorized.
Section 4.2. Issuance of Shares. The Board of Directors of the Corporation is hereby authorized to issue, from time to time, all or any portion of the authorized and unissued shares of Common Stock for such consideration, whether in cash, property, services rendered, or any combination thereof, as the Board of Directors may determine in its sole discretion, subject to the requirements of the DGCL. Shares so issued shall be fully paid and nonassessable upon receipt by the Corporation of the consideration fixed by the Board of Directors.
Section 4.3. Single-Class Structure. The single-class capital structure set forth in this Article IV is intended to be consistent with the Corporation's purpose as a blocker entity for investment in the Funds, and each share of Common Stock shall be identical in all respects to every other share of Common Stock, with each share entitled to one vote on all matters submitted to a vote of the stockholders and to equal participation in dividends and distributions, if any, when and as declared by the Board of Directors.
ARTICLE V
INCORPORATOR. The name and mailing address of the incorporator of the Corporation are as follows:
Name: Stephen Adler
Title/Affiliation: Associate, Calderwood & Harkness LLP
Address: 400 South Ashbury Asset Advisors, Suite 3000, Wilmington, Delaware 19801
The incorporator is signing this Certificate of Incorporation for the sole purpose of forming the Corporation under the DGCL, and the powers of the incorporator shall terminate upon the filing of this Certificate of Incorporation with the Secretary of State of the State of Delaware and the designation of the initial director or directors of the Corporation by the incorporator acting by written consent, as provided in Article VI hereof.
ARTICLE VI
BOARD OF DIRECTORS
Section 6.1. Management. The business and affairs of the Corporation shall be managed by or under the direction of its Board of Directors. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject to the provisions of the DGCL, this Certificate of Incorporation, and the Bylaws of the Corporation.
Section 6.2. Initial Number of Directors. The initial number of directors constituting the Board of Directors shall be one (1). The initial director or directors of the Corporation need not be named in this Certificate of Incorporation. The initial director or directors shall be designated by the incorporator acting by written consent in accordance with Section 108 of the DGCL, which written consent shall be executed promptly following the filing of this Certificate of Incorporation with the Secretary of State of the State of Delaware.
Section 6.3. Changes in Number. The number of directors may be fixed, increased, or decreased from time to time exclusively as provided in the Bylaws of the Corporation, subject to any minimum or maximum number of directors set forth therein; provided, however, that the number of directors shall in no event be less than one (1), or such greater minimum number as may be required by the DGCL.
Section 6.4. Qualification. Directors need not be stockholders of the Corporation and need not be residents of the State of Delaware, unless otherwise required by the Bylaws of the Corporation.
ARTICLE VII
LIMITATION OF DIRECTOR LIABILITY
Section 7.1. Exculpation. To the fullest extent permitted by the DGCL as it now exists or may hereafter be amended, a director of the Corporation shall not be personally liable to the Corporation or to its stockholders for monetary damages for breach of fiduciary duty as a director. Without limiting the effect of the preceding sentence, no elimination or limitation of the liability of a director hereunder shall apply to the extent such elimination or limitation is not permitted under Section 102(b)(7) of the DGCL as in effect at the time such liability is determined, including, without limitation, liability of a director for any of the following:
(i) any breach of the director's duty of loyalty to the Corporation or its stockholders;
(ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
(iii) liability under Section 174 of the DGCL, relating to the unlawful payment of dividends or unlawful stock purchases or redemptions; or
(iv) any transaction from which the director derived an improper personal benefit.
Section 7.2. Effect of Amendment. Any repeal or modification of this Article VII shall not adversely affect any right or protection of a director of the Corporation existing at the time of, or with respect to any acts or omissions occurring prior to, such repeal or modification. If the DGCL is hereafter amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended, without the necessity of further action by the stockholders of the Corporation.
ARTICLE VIII
INDEMNIFICATION. Section 8.1. Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by the DGCL as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a "Proceeding"), by reason of the fact that such person is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, limited liability company, or other enterprise (including service with respect to an employee benefit plan), against all expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such Proceeding. The Corporation shall be required to indemnify a person in connection with a Proceeding (or part thereof) initiated by such person only if the Proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.
Section 8.2. Advancement of Expenses. The Corporation shall pay the expenses (including attorneys' fees) incurred by any person entitled to indemnification under Section 8.1 of this Article VIII in defending any Proceeding in advance of its final disposition; provided, however, that, to the extent required by the DGCL, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by or on behalf of such person to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such person is not entitled to be indemnified for such expenses under this Article VIII or otherwise. Such undertaking shall be accepted without reference to the financial ability of such person to make repayment.
Section 8.3. Rights Not Exclusive. The rights to indemnification and advancement of expenses conferred in this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the Bylaws of the Corporation, any agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office. The Corporation is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees, or agents respecting indemnification and advancement of expenses, to the fullest extent not prohibited by the DGCL or other applicable law.
Section 8.4. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, limited liability company, or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of the DGCL.
Section 8.5. Survival. The rights conferred by this Article VIII shall continue as to a person who has ceased to be a director, officer, employee, or agent of the Corporation and shall inure to the benefit of the heirs, executors, and administrators of such person.
ARTICLE IX
DURATION. The Corporation shall have perpetual existence and shall continue in full force and effect until dissolved in accordance with the provisions of the DGCL.
ARTICLE X
AMENDMENT. The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon the Corporation, its stockholders, directors, officers, and agents herein are granted subject to this reservation. Notwithstanding any other provisions of this Certificate of Incorporation or any provision of law that might otherwise permit a lesser vote or no vote, but subject to the rights, if any, of holders of capital stock as set forth herein, the affirmative vote of the holders of a majority of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend or repeal, or adopt any provision inconsistent with, this Certificate of Incorporation.
ARTICLE XI
ACTIONS BY WRITTEN CONSENT
Section 11.1. Stockholder Action by Written Consent. Any action required or permitted to be taken at any annual or special meeting of the stockholders of the Corporation may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporation as provided in Section 228 of the DGCL.
Section 11.2. Board Action by Written Consent. Unless otherwise restricted by this Certificate of Incorporation or the Bylaws of the Corporation, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or committee in accordance with Section 141(f) of the DGCL.
ARTICLE XII
FISCAL YEAR. The fiscal year of the Corporation shall be the calendar year, commencing on January 1 and ending on December 31 of each year, unless otherwise determined by the Board of Directors.
IN WITNESS WHEREOF, the undersigned incorporator has executed this Certificate of Incorporation on this _ day of ____, 2025.
________________________________________
Stephen Adler Incorporator
Address:
400 South Ashbury Asset Advisors, Suite 3000 Wilmington, Delaware 19801
Capacity: Incorporator, acting on behalf of HGF V blocker Corp., for the sole purpose of forming the Corporation under the General Corporation Law of the State of Delaware