STATE OF DELAWARE
CERTIFICATE OF LIMITED PARTNERSHIP
OF
HARROWGATE PRIVATE EQUITY FUND V LP
Filed Pursuant to Section 17-201 of the Delaware Revised Uniform Limited Partnership Act (6 Del. C. § 17-201)
The undersigned, desiring to form a limited partnership pursuant to the provisions of the Delaware Revised Uniform Limited Partnership Act (6 Del. C. §§ 17-101 et seq.), as amended from time to time (the "Act"), does hereby certify as follows:
Section 1. Name of Limited Partnership.
The name of the limited partnership formed hereby is Harrowgate Private Equity Fund V LP (the "Limited Partnership").
Section 2. Registered Office and Registered Agent.
The address of the registered office of the Limited Partnership 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 Partnership at such address is:
Calderwood & Harkness LLP
Section 3. General Partner.
The name and business address of the sole general partner of the Limited Partnership is as follows:
Harrowgate Fund V GP LLC a Delaware limited liability company
1200 Concord Pike, Suite 600 Wilmington, Delaware 19803
Section 4. Effective Date.
This Certificate of Limited Partnership shall be effective upon filing with the Office of the Secretary of State of the State of Delaware.
IN WITNESS WHEREOF, the undersigned, being the sole general partner of Harrowgate Private Equity Fund V LP, has duly executed this Certificate of Limited Partnership as of the date set forth below.
HARROWGATE FUND V GP LLC, as sole General Partner
By: Harrowgate Capital Partners LLC, its Sole Member
By: ________
Name: Marcus J. Harrowgate
Title: Managing Partner
Date: ________
FILING INSTRUCTIONS / ADMINISTRATIVE NOTES (Internal — Not Part of Filed Document)
PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT
Filing Authority. This Certificate of Limited Partnership is to be filed with the Delaware Secretary of State, Division of Corporations, at the following address:
John G. Townsend Building 401 Federal Street, Suite 4 Dover, Delaware 19901
Filing Fee. The standard filing fee for a Certificate of Limited Partnership in the State of Delaware is $200.00, payable by check to the "Delaware Secretary of State" or via the Division of Corporations' online payment system. If expedited or same-day filing is required to meet the First Close target, additional expedite fees will apply (24-hour service: $100; same-day service: $500; two-hour service: $1,000). Given the target filing timeline described below, 24-hour expedited processing is recommended but not required at this time.
File Number. Upon acceptance and filing by the Secretary of State, the Division of Corporations will assign a state file number to the Limited Partnership. Such file number should be recorded internally as HPE Fund V — DE LP File No. and updated in Calderwood & Harkness's entity management system and the fund's closing checklist upon receipt of the filed and stamped conformed copy.
Prepared By:
Stephen Adler, Esq. Calderwood & Harkness LLP 400 South Ashbury Asset Advisors, Suite 3000 Wilmington, Delaware 19801 Telephone: (302) 555-4800
Email: sadler@calderwoodharkness.com
C&H Matter Number: 1003-00002
Target Filing Date. This Certificate should be filed sufficiently in advance of, and in any event prior to, the First Close target date of August 15, 2025, to allow the Limited Partnership to be validly formed and in existence at the time limited partner capital commitments are accepted and the initial drawdown is made. Filing no later than ten (10) business days prior to the anticipated First Close date is recommended to provide adequate time for receipt of the conformed copy and completion of dependent closing deliverables.
Post-Filing Distribution. Upon receipt of the filed and conformed copy of this Certificate from the Delaware Secretary of State, a copy thereof shall be:
(a) retained in the official closing binder maintained by Calderwood & Harkness LLP on behalf of the Limited Partnership and the General Partner;
(b) provided to Pinnacle Fund Services LLC, acting as fund administrator to the Limited Partnership, as a condition precedent to the effectiveness of the Fund Administration Agreement between the Limited Partnership and Pinnacle Fund Services LLC;
(c) provided to Ashford National Bank, N.A., acting as lender under the subscription credit facility to be entered into by the Limited Partnership, as a condition precedent under the Credit Agreement to the initial borrowing thereunder; and
(d) made available to limited partners and prospective limited partners upon request, as contemplated by the Limited Partnership's Confidential Private Placement Memorandum.
End of Document