1003-00002 · Harrowgate Capital Partners · Side Letters

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HARROWGATE PRIVATE EQUITY FUND V LP

MOST FAVORED NATION ELECTION NOTICE

Form of MFN Election Notice Pursuant to Section 11.08 of the Agreement of Limited Partnership

Prepared by Calderwood & Harkness LLP 400 South Ashbury Asset Advisors, Suite 3000, Wilmington, DE 19801 620 Eighth Avenue, 42nd Floor, New York, NY 10018

Date: [____, 2027]

(To be completed within 30 days after the Final Close)

To: Each Eligible Limited Partner (as defined herein) of Harrowgate Private Equity Fund V LP

From: Harrowgate Fund V GP LLC, a Delaware limited liability company, in its capacity as the General Partner of Harrowgate Private Equity Fund V LP

c/o Harrowgate Capital Partners LLC 1200 Concord Pike, Suite 600 Wilmington, DE 19803

Section 1: Introduction and Purpose

This Most Favored Nation Election Notice (this "Notice") is delivered by Harrowgate Fund V GP LLC, a Delaware limited liability company and the sole general partner (the "General Partner") of Harrowgate Private Equity Fund V LP, a Delaware limited partnership (the "Fund" or "HPE Fund V"). The General Partner is delivering this Notice pursuant to Section 11.08 (the "MFN Provision") of the Agreement of Limited Partnership of the Fund, dated as of [Final Close Date] (as amended, restated, supplemented, or otherwise modified from time to time, the "LPA").

The purpose of this Notice is twofold. First, this Notice is intended to provide each Eligible Limited Partner (as defined in Section 2 below) with a comprehensive disclosure of the material provisions that have been granted in the various side letter agreements (each, a "Side Letter") entered into between the General Partner, on behalf of the Fund, and certain Limited Partners of the Fund in connection with the fundraising and closing of the Fund. Second, this Notice is intended to afford each Eligible Limited Partner the opportunity to elect to receive the benefit of certain of such provisions (the "Available Provisions"), subject to the terms, conditions, and procedures set forth herein and in the exhibits attached hereto.

Harrowgate Capital Partners LLC, a Delaware limited liability company (the "Sponsor"), serves as the sole member of the General Partner and is the investment manager and sponsor of the Fund. The General Partner is delivering this Notice on behalf of the Fund and at the direction of the Sponsor.

In connection with the fundraising of HPE Fund V, the General Partner entered into Side Letters with a number of Limited Partners. These Side Letters contain provisions that supplement, modify, or otherwise provide accommodations with respect to the terms of the LPA as they apply to the particular Limited Partner party thereto. In accordance with the MFN Provision of the LPA, each Eligible Limited Partner is entitled to review the Available Provisions described herein and, within the Election Period (as defined below), to elect to receive the benefit of any or all of such Available Provisions, subject to the satisfaction of any applicable conditions or eligibility requirements.

Limited partners of the Harrowgate Fund V Parallel LP (the "Parallel Fund") and Harrowgate Fund V Offshore SLP (the "Offshore Feeder" and, together with the Fund and the Parallel Fund, the "Fund Vehicles") may also receive this Notice or a substantially similar notice to the extent that their respective governing documents or Side Letters contain most favored nation provisions comparable to the MFN Provision. The General Partner is delivering this Notice concurrently to all Eligible Limited Partners across the Fund Vehicles, as applicable, in order to ensure a uniform and orderly election process.

Section 2: Definitions

For purposes of this Notice, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined in this Notice shall have the meanings ascribed to them in the LPA.

"Available Provisions" means those Side Letter provisions that are available for election by Eligible Limited Partners pursuant to the MFN Provision, as more fully described in Section 5 of this Notice and set forth in detail in Exhibit A attached hereto. The Available Provisions do not include Excluded Provisions (as defined below).

"Election Period" means the period of thirty (30) calendar days commencing on the date of this Notice. All elections pursuant to this Notice must be received by the General Partner no later than 5:00 p.m. Eastern Time on the final day of the Election Period. If the final day of the Election Period falls on a Saturday, Sunday, or federal holiday observed in the United States, the deadline shall be automatically extended to 5:00 p.m. Eastern Time on the next succeeding business day.

"Eligible Limited Partner" means any Limited Partner (or limited partner of the Parallel Fund or the Offshore Feeder, as applicable) that has made aggregate capital commitments of at least Fifty Million Dollars ($50,000,000) to the Fund (or to one or more of the Fund Vehicles, as applicable). For the avoidance of doubt, the minimum capital commitment required for admission as a Limited Partner of the Fund is Ten Million Dollars ($10,000,000) (or such lesser amount as the General Partner may accept in its sole discretion), but eligibility for the MFN election requires a minimum capital commitment of Fifty Million Dollars ($50,000,000) or more, as set forth in Section 11.08 of the LPA.

"Excluded Provisions" means those Side Letter provisions that are not available for MFN election because they are specific to the particular legal, tax, regulatory, or organizational status of the Limited Partner to which such provisions were originally granted, as more fully described in Section 4 of this Notice.

"Final Close" means the final closing of the Fund, which occurred on [Final Close Date]. Pursuant to Section 3.02 of the LPA, the Final Close Deadline was February 15, 2027 (being eighteen (18) months after the First Close, which occurred on August 15, 2025).

"LPA" means the Agreement of Limited Partnership of Harrowgate Private Equity Fund V LP, dated as of [Final Close Date], as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.

"Side Letter" means each letter agreement or supplemental agreement entered into between the General Partner (on behalf of the Fund) and a Limited Partner that supplements, modifies, or otherwise varies the terms of the LPA with respect to such Limited Partner's participation in the Fund.

Section 3: MFN Right — Summary of Terms

The MFN Provision set forth in Section 11.08 of the LPA provides, in relevant part, that within thirty (30) days following the Final Close, the General Partner shall deliver to each Eligible Limited Partner a notice setting forth the Available Provisions granted in Side Letters to one or more Limited Partners of the Fund. Each Eligible Limited Partner (being a Limited Partner that has committed at least Fifty Million Dollars ($50,000,000) in capital commitments to the Fund or the Fund Vehicles) is entitled, within thirty (30) days following receipt of such notice, to review the Available Provisions and to elect to receive the benefit of any or all of such Available Provisions, subject to the terms and conditions of the MFN Provision and this Notice.

An Eligible Limited Partner's election shall be effective as of the date of the General Partner's receipt of a duly completed and executed Election Form (in the form attached hereto as Exhibit B) during the Election Period, subject to the General Partner's confirmation that the Eligible Limited Partner satisfies any applicable conditions or eligibility requirements associated with the elected Available Provision(s), as described in Section 6.4 below.

Upon the effectiveness of an election, the elected Available Provision(s) shall be deemed incorporated into the electing Eligible Limited Partner's existing Side Letter. In the event that the electing Eligible Limited Partner does not have an existing Side Letter with the General Partner, the General Partner shall enter into a new Side Letter with such Eligible Limited Partner reflecting the elected Available Provision(s). The terms of such Side Letter shall be substantially consistent with the terms of the original Side Letter in which the elected Available Provision was granted, subject to any conforming modifications as described below.

Eligible Limited Partners should note that certain Available Provisions are subject to conditions or limitations that may restrict the availability of such provisions to particular Eligible Limited Partners. For example, certain management fee discounts are available only to Eligible Limited Partners whose capital commitments equal or exceed a specified threshold (e.g., $150,000,000), and certain co-investment allocation rights are similarly conditioned. These conditions are identified in Exhibit A with respect to each Available Provision, and an Eligible Limited Partner that does not satisfy the applicable condition will not be entitled to elect such provision notwithstanding its status as an Eligible Limited Partner.

The General Partner reserves the right to modify or supplement the terms of any Available Provision to the extent necessary or appropriate to reflect the particular legal, tax, or regulatory status of the electing Limited Partner, provided that any such modifications shall not be less favorable in substance to the electing Limited Partner than the terms of the original Available Provision as granted to the initial recipient thereof. The General Partner will consult with the electing Limited Partner in good faith regarding any such modifications prior to finalizing the supplemental Side Letter.

Section 4: Excluded Provisions

As contemplated by the MFN Provision and consistent with customary practice in institutional private equity fund formations, certain categories of Side Letter provisions are excluded from the MFN election process. These Excluded Provisions reflect the particular legal, tax, regulatory, or organizational status of the Limited Partner to which they were originally granted, and their terms are inherently specific to the circumstances of that Limited Partner. Accordingly, the Excluded Provisions described below are not available for election by other Eligible Limited Partners and are not included in the Schedule of Available Provisions set forth in Exhibit A.

The General Partner has determined, in consultation with fund counsel, that the following categories of Side Letter provisions constitute Excluded Provisions:

4.1 Investor-Specific Legal and Regulatory Status Provisions

Certain Side Letter provisions were granted solely to address the unique legal or regulatory status of the applicable Limited Partner and are not transferable to, or appropriate for, other investors. These include, without limitation:

(a) Governmental Plan / Public Records Act Provisions. Provisions relating to the status of a Limited Partner as a governmental entity or governmental plan, including provisions addressing the applicability of the Freedom of Information Act ("FOIA"), state public records acts, open meeting laws, and similar transparency and disclosure requirements. These provisions include, among other things, carve-outs from the Fund's standard confidentiality provisions to permit disclosure of information to the extent required by applicable public records laws, and related procedures governing the General Partner's cooperation with such disclosure obligations. These provisions are specific to governmental entities such as state and municipal pension systems and retirement funds and are not applicable to non-governmental investors.

(b) Sovereign Immunity Provisions. Provisions relating to the sovereign immunity of a Limited Partner that is a sovereign wealth fund or instrumentality of a foreign government, including limitations on the waiver of sovereign immunity and restrictions on the Fund's ability to pursue certain legal remedies against such Limited Partner. These provisions reflect the unique legal status of sovereign entities under international and domestic law and are not applicable to other investors.

(c) Insurance Regulatory Reporting Accommodations. Provisions requiring the General Partner to provide quarterly look-through reporting in a format compliant with the standards of the National Association of Insurance Commissioners ("NAIC"), the Bermuda Monetary Authority, or comparable insurance regulatory bodies. These provisions were granted to accommodate the specific regulatory reporting obligations of insurance company investors subject to oversight by such regulators and are tailored to the regulatory framework applicable to such investors.

(d) Sharia Compliance Provisions. Provisions establishing Sharia compliance screening mechanisms with respect to the Fund's investments and related excuse or opt-out rights in the event that a proposed Fund investment is determined to be non-compliant with applicable Sharia principles. These provisions are applicable only to investors that are subject to Sharia-compliant investment mandates and reflect the particular investment constraints of such investors.

4.2 Tax-Status-Specific Provisions

Certain Side Letter provisions address tax planning considerations or tax-related accommodations that are specific to the tax status, jurisdiction of organization, or tax residence of the applicable Limited Partner. These include, without limitation:

(a) UBTI Mitigation and blocker Access. Provisions relating to the structuring of the Fund's investments to mitigate or eliminate unrelated business taxable income ("UBTI") for tax-exempt investors, including the use of blocker entities for investments that may generate UBTI. These provisions are applicable only to investors that are exempt from U.S. federal income taxation under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), or similar provisions, and for which UBTI is a relevant concern.

(b) ECI, FIRPTA, and Tax Treaty Provisions. Provisions relating to the mitigation or avoidance of effectively connected income ("ECI") for non-U.S. investors, the application of the Foreign Investment in Real Property Tax Act of 1980 ("FIRPTA"), or the availability of benefits under an applicable income tax treaty between the United States and the investor's jurisdiction of tax residence. These provisions are specific to the tax circumstances of the particular non-U.S. investor and cannot be extended to investors with different tax profiles.

(c) ERISA Exemptions for Governmental Plans. Provisions confirming the exemption of a governmental plan investor from the requirements of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and acknowledging the applicability of analogous state or local laws governing the investment activities of such investor. These provisions are relevant only to governmental plan investors and are not applicable to other categories of investors.

4.3 Structural and Vehicle-Specific Provisions

Certain Side Letter provisions relate to the particular Fund Vehicle through which a Limited Partner has invested, including accommodations for investment through a blocker entity, the Parallel Fund, or the Offshore Feeder. These provisions are structural in nature and are tailored to the tax, regulatory, and organizational requirements of the applicable Limited Partner's investment structure. They are not transferable to investors investing through a different vehicle or structure.

4.4 LPAC Membership

The Fund's Limited Partner Advisory Committee (the "LPAC") is composed of five (5) members. Three (3) LPAC seats were designated at the First Close, and the remaining two (2) seats were designated at subsequent closings. The designation of specific LPAC seats is not subject to MFN election, as LPAC composition is determined by the General Partner in accordance with Section 8.01 of the LPA and the particular LPAC membership rights granted in the applicable Side Letters are personal to the designated Limited Partners.

4.5 Other Excluded Items

In addition to the foregoing, the following categories of provisions are also treated as Excluded Provisions:

(a) Provisions that were granted to reflect specific requirements of an investor's governing documents, charter, organizational structure, investment policy statement, or investment mandate, to the extent that such requirements are unique to the applicable investor and are not generally applicable to other Limited Partners.

(b) Management fee discounts or reductions that are expressly conditioned upon an Eligible Limited Partner's satisfaction of a specified commitment-size threshold (e.g., the Large LP discount described in Section 5.1 below) remain available via MFN election, but only to Eligible Limited Partners that satisfy the applicable commitment-size threshold. To the extent that an Eligible Limited Partner does not meet the relevant threshold, such fee discount constitutes an Excluded Provision with respect to that Eligible Limited Partner. These conditional provisions are addressed in further detail in Section 5 and Exhibit A below.

Section 5: Available Provisions — Summary

The following is a narrative summary of the categories of Available Provisions that Eligible Limited Partners may elect pursuant to this Notice. The complete terms and conditions of each Available Provision, including any applicable eligibility requirements, are set forth in Exhibit A attached hereto, which should be reviewed carefully prior to making any election. In the event of any inconsistency between this summary and the terms set forth in Exhibit A, Exhibit A shall control.

5.1 Management Fee discounts

The LPA provides for a standard annual management fee of 1.75% of committed capital during the Investment Period and 1.50% of invested capital (at cost) thereafter. Certain Side Letters contain provisions reducing the management fee applicable to the relevant Limited Partner, as follows:

(a) Early Close discount (Provision A-1). A reduction of ten (10) basis points in the annual management fee during the Investment Period (from 1.75% to 1.65% on committed capital) was granted to certain Limited Partners that committed capital at the First Close on August 15, 2025. This discount is available via MFN election, but only to Eligible Limited Partners that committed capital at the First Close. Eligible Limited Partners that committed at a subsequent closing are not eligible for this discount.

(b) Large LP discount (Provision A-2). An additional reduction of five (5) basis points in the annual management fee during the Investment Period was granted to certain Limited Partners committing One Hundred Fifty Million Dollars ($150,000,000) or more to the Fund. This discount is cumulative with the Early Close discount (if applicable), yielding a management fee of 1.60% on committed capital during the Investment Period for qualifying Limited Partners. This discount is available via MFN election, but only to Eligible Limited Partners whose aggregate capital commitments to the Fund (or the Fund Vehicles) equal or exceed One Hundred Fifty Million Dollars ($150,000,000).

5.2 Co-Investment Rights

Certain Side Letters contain provisions granting the relevant Limited Partner enhanced rights with respect to co-investment opportunities alongside the Fund, as follows:

(a) Standard Co-Investment Rights (Provision A-3). The right to receive notice of co-investment opportunities identified by the General Partner in connection with Fund investments and to participate in such co-investments alongside the Fund, on terms and conditions to be determined by the General Partner in its discretion and subject to the General Partner's co-investment allocation policy. This provision is available to all Eligible Limited Partners without additional conditions beyond the $50,000,000 minimum commitment threshold.

(b) Enhanced Co-Investment Rights — Pro Rata Allocation (Provision A-4). The right to receive a pro rata allocation (based on the Eligible Limited Partner's capital commitment relative to the aggregate capital commitments of all Limited Partners electing this provision) with respect to all Fund investments involving equity checks in excess of One Hundred Fifty Million Dollars ($150,000,000). This enhanced co-investment right is available via MFN election, but only to Eligible Limited Partners committing One Hundred Fifty Million Dollars ($150,000,000) or more to the Fund.

5.3 Enhanced Reporting Rights

Certain Side Letters contain provisions entitling the relevant Limited Partner to receive additional reporting and information beyond the standard reporting provided to all Limited Partners under the LPA:

(a) Enhanced Quarterly Reporting (Provision A-5). The right to receive supplemental quarterly reports containing portfolio company-level operating data, leverage metrics (including net debt/EBITDA ratios and debt service coverage), and valuation detail beyond the information included in the Fund's standard quarterly reports delivered pursuant to Section 9.03 of the LPA.

(b) Annual In-Person Meeting (Provision A-6). The right to an annual in-person meeting with members of the Fund's investment team, including at least one Key Person (as defined in the LPA), at a mutually agreed time and location.

(c) Enhanced ESG Reporting (Provision A-7). The right to receive an annual environmental, social, and governance ("ESG") report covering the Fund's portfolio, including ESG metrics, policies, and initiatives at the portfolio company level, as well as information regarding the Fund's compliance with any applicable ESG frameworks or standards adopted by the Sponsor.

Each of the foregoing reporting provisions is available to all Eligible Limited Partners without additional conditions beyond the $50,000,000 minimum commitment threshold.

5.4 Transfer and Excuse Rights

Certain Side Letters contain provisions granting the relevant Limited Partner additional flexibility with respect to Fund investments and transfers of limited partnership interests:

(a) Excuse Rights — Restricted Jurisdictions (Provision A-8). The right to be excused from participation in a particular Fund investment if such investment is in a jurisdiction that the Eligible Limited Partner has identified as restricted under its investment policy or applicable law, provided that the Eligible Limited Partner gives written notice to the General Partner within the timeframe specified in the LPA. As a condition to the effectiveness of this provision, the electing Eligible Limited Partner must provide its restricted jurisdiction list to the General Partner at the time of election.

(b) Enhanced Transfer Rights (Provision A-9). Modifications to the standard transfer restrictions set forth in Article XII of the LPA, permitting transfers of limited partnership interests to affiliates or related entities of the transferring Limited Partner without the prior written consent of the General Partner, subject to (i) compliance with applicable securities laws, (ii) the transferee's execution of a customary assumption agreement, and (iii) the transferee's satisfaction of the Fund's "know your customer" and anti-money laundering requirements.

5.5 Key Person and GP Removal Notification Rights

Certain Side Letters contain provisions granting the relevant Limited Partner enhanced notice rights with respect to Key Person Events and GP removal proceedings:

(a) Key Person Event — Enhanced Notification (Provision A-10). The right to receive written notice from the General Partner within five (5) business days of the occurrence of a Key Person Event (as defined in Section 7.04 of the LPA, which designates Marcus J. Harrowgate and Diana R. Castellano as Key Persons), together with a summary of the circumstances giving rise to such Key Person Event and a description of the General Partner's proposed course of action in response thereto.

(b) GP Removal — Enhanced Notification (Provision A-11). The right to receive written notice within three (3) business days of any Limited Partner proposal to exercise the no-fault removal provisions of Section 7.06 of the LPA (requiring the approval of seventy-five percent (75%) in interest of the Limited Partners, excluding commitments by the General Partner and its affiliates) or the for-cause removal provisions of Section 7.07 of the LPA (requiring the approval of a majority in interest of the Limited Partners).

5.6 Other Available Provisions

Any other Side Letter provisions that are not classified as Excluded Provisions pursuant to Section 4 of this Notice are included in the Schedule of Available Provisions set forth in Exhibit A. Eligible Limited Partners are encouraged to review Exhibit A in its entirety to ensure a complete understanding of all Available Provisions.

Section 6: Election Procedures

6.1 How to Make an Election

Each Eligible Limited Partner wishing to elect one or more Available Provisions must complete, execute, and deliver the Election Form attached hereto as Exhibit B (the "Election Form") to the General Partner in accordance with the delivery instructions set forth below. The Election Form requires the Eligible Limited Partner to identify the specific Available Provision(s) it wishes to elect by reference to the provision numbers set forth in Exhibit A, to provide certain identifying information, and to make certain representations and acknowledgments.

All Election Forms should be delivered to the General Partner at the following address:

Harrowgate Fund V GP LLC c/o Harrowgate Capital Partners LLC 1200 Concord Pike, Suite 600 Wilmington, DE 19803

Attention: Catherine E. Loomis, General Counsel & Chief Compliance Officer

With a copy to: Rachel M. Overton, Head of Investor Relations

Delivery by email is also accepted at: MFNElections@harrowgatecapital.com

6.2 Election Deadline

All elections must be received by the General Partner no later than 5:00 p.m. Eastern Time on [date that is 30 calendar days from the date of this Notice] (the "Election Deadline"). Election Forms received after the Election Deadline will not be accepted or given effect unless the General Partner, in its sole and absolute discretion, agrees to extend the Election Period with respect to a particular Eligible Limited Partner. The General Partner is under no obligation to grant any such extension and may decline to do so for any reason or for no reason.

If the last day of the Election Period falls on a Saturday, Sunday, or federal holiday observed in the United States, the Election Deadline shall be automatically extended to 5:00 p.m. Eastern Time on the next succeeding business day.

Eligible Limited Partners are strongly encouraged to submit their Election Forms well in advance of the Election Deadline to allow sufficient time for the General Partner to review the submissions and to address any questions or issues that may arise.

6.3 Partial Elections

An Eligible Limited Partner may elect any one or more Available Provisions and is not required to elect all Available Provisions. There is no minimum or maximum number of Available Provisions that an Eligible Limited Partner must elect. Each Available Provision may be elected independently of the others, unless otherwise specified in Exhibit A.

An election of an Available Provision is irrevocable once the duly completed and executed Election Form has been delivered to the General Partner, unless the General Partner otherwise consents in writing. An Eligible Limited Partner that delivers an Election Form may not subsequently modify, amend, or withdraw its elections except with the prior written consent of the General Partner, which may be withheld in the General Partner's sole discretion.

6.4 Conditions to Effectiveness

An Eligible Limited Partner's election of one or more Available Provisions shall be effective only upon the satisfaction of each of the following conditions:

(a) The General Partner has confirmed that the Eligible Limited Partner satisfies any applicable conditions or eligibility requirements associated with the elected Available Provision(s), including, without limitation, any commitment-size thresholds (e.g., the $150,000,000 threshold applicable to the Large LP discount and the Enhanced Co-Investment Rights) and any closing-date requirements (e.g., the First Close requirement applicable to the Early Close discount);

(b) To the extent required, the General Partner and the Eligible Limited Partner have executed a supplemental Side Letter (or amendment to the Eligible Limited Partner's existing Side Letter) reflecting the elected Available Provision(s), in a form reasonably satisfactory to the General Partner; and

(c) The General Partner has not determined, in its reasonable discretion, that the incorporation of the elected Available Provision(s) into the Eligible Limited Partner's Side Letter would be impracticable, unlawful, or inconsistent with the Eligible Limited Partner's particular legal, tax, or regulatory status.

The General Partner will use reasonable efforts to confirm the effectiveness of elections and to deliver any required supplemental Side Letters within fifteen (15) business days following its receipt of a duly completed Election Form. In the event that the General Partner determines that an Eligible Limited Partner does not satisfy the conditions for a particular elected Available Provision, the General Partner will promptly notify the Eligible Limited Partner in writing of such determination.

6.5 Questions and Assistance

Eligible Limited Partners with questions regarding this Notice, the Available Provisions, the election procedures, or any other aspect of the MFN election process are encouraged to contact:

Rachel M. Overton Head of Investor Relations Harrowgate Capital Partners LLC 1200 Concord Pike, Suite 600 Wilmington, DE 19803 Telephone: (302) 555-4200

Email: roverton@harrowgatecapital.com

Eligible Limited Partners may also direct inquiries to fund counsel:

Calderwood & Harkness LLP Graham Sutherland, Responsible Partner Stephen Adler, Lead Associate 620 Eighth Avenue, 42nd Floor New York, NY 10018 Telephone: (212) 555-7800

Email: gsutherland@calderwoodharkness.com / sadler@calderwoodharkness.com

Section 7: Confidentiality

This Notice, including the Schedule of Available Provisions set forth in Exhibit A and the Election Form attached as Exhibit B, contains confidential and proprietary information of the Fund and the General Partner. The information disclosed herein regarding the terms of Side Letters entered into by the General Partner with certain Limited Partners is being provided solely for the purpose of enabling Eligible Limited Partners to exercise their MFN election rights under the LPA and is not intended for any other purpose.

Each Eligible Limited Partner is reminded of its confidentiality obligations under Section 10.01 of the LPA and under any existing Side Letter between such Eligible Limited Partner and the General Partner. Without limiting the generality of such obligations, each Eligible Limited Partner receiving this Notice agrees that it will not disclose this Notice, Exhibit A, or any information contained herein or therein to any third party, except to the Eligible Limited Partner's legal counsel, tax advisors, and investment advisors (including, without limitation, investment consultants and fiduciary advisors), in each case solely for the purpose of evaluating and advising the Eligible Limited Partner with respect to its MFN election rights, and subject to customary confidentiality undertakings by such advisors. Eligible Limited Partners that are governmental entities subject to public records laws should refer to the provisions of their respective Side Letters regarding the scope of any applicable confidentiality exceptions.

The identities of the Limited Partners who received specific Side Letter provisions are not disclosed in this Notice or in Exhibit A. Only the substance of the Available Provisions is disclosed, consistent with the requirements of the MFN Provision and customary practice for MFN election notices in institutional private equity fund formations.

Section 8: General Provisions

Governing Law. This Notice and any elections made hereunder shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of law thereof that would result in the application of the laws of any other jurisdiction.

Dispute Resolution. Any dispute, controversy, or claim arising out of or relating to this Notice or any election made hereunder shall be subject to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or, if the Court of Chancery declines to accept jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division), in each case sitting in New Castle County, Delaware. Each Eligible Limited Partner, by submitting an Election Form, irrevocably consents to the personal jurisdiction of such courts and waives any objection to venue therein.

No Amendment to LPA. This Notice does not amend, modify, supplement, or otherwise alter the LPA or any other governing document of the Fund. This Notice is delivered solely for the purpose of implementing the MFN Provision set forth in Section 11.08 of the LPA. In the event of any conflict or inconsistency between the terms of this Notice and the terms of the LPA, the terms of the LPA shall control in all respects.

Defined Terms. Capitalized terms used but not otherwise defined in this Notice have the meanings ascribed to such terms in the LPA.

No Offer of Securities. This Notice is being circulated by the General Partner on behalf of the Fund solely for the purpose of implementing the MFN election rights of Eligible Limited Partners under the LPA. Nothing in this Notice shall be construed as an offer to sell, or a solicitation of an offer to buy, any securities of the Fund or any other entity. This Notice is not a prospectus, offering memorandum, or private placement memorandum and has not been filed with or reviewed by the U.S. Securities and Exchange Commission, any state securities commission, or any other regulatory authority.

[Signature Page Follows]

IN WITNESS WHEREOF, the General Partner has caused this Most Favored Nation Election Notice to be executed and delivered as of the date first written above.

HARROWGATE FUND V GP LLC, in its capacity as General Partner of Harrowgate Private Equity Fund V LP

By: Harrowgate Capital Partners LLC, its Sole Member

By: ________

Name: Marcus J. Harrowgate

Title: Managing Partner

Date: ________

EXHIBIT A

SCHEDULE OF AVAILABLE PROVISIONS

Harrowgate Private Equity Fund V LP

Most Favored Nation Election Notice

The following table sets forth the Available Provisions that Eligible Limited Partners may elect pursuant to the MFN Election Notice. Each Available Provision is identified by a provision number (Column 1), a category description (Column 2), a summary of the provision (Column 3), any applicable conditions or eligibility requirements (Column 4), and an election reference number for use on the Election Form (Column 5).

Note: The foregoing provisions are summaries only. The definitive terms of each Available Provision are set forth in the applicable Side Letter(s) entered into by the General Partner and will be incorporated into the electing Eligible Limited Partner's Side Letter (or a new Side Letter, as applicable). The General Partner reserves the right to make conforming modifications to the terms of any Available Provision to reflect the electing Limited Partner's particular legal, tax, or regulatory circumstances, provided that such modifications are not less favorable in substance to the electing Limited Partner than the terms of the original Available Provision as granted to the initial recipient thereof. Excluded Provisions (as described in Section 4 of the MFN Election Notice) are not listed in this Exhibit A and are not subject to MFN election. In the event of any conflict between this Exhibit A and the terms of the LPA, the LPA shall control.

EXHIBIT B

MOST FAVORED NATION ELECTION FORM

Harrowgate Private Equity Fund V LP

To be completed and returned to the General Partner within 30 days of the date of the MFN Election Notice

Part I: Eligible Limited Partner Information

Please provide the following information regarding the Eligible Limited Partner submitting this Election Form:

Full Legal Name of Eligible Limited Partner:

________________________________________

Fund Vehicle (check the applicable box):

Harrowgate Private Equity Fund V LP (Main Fund)

Harrowgate Fund V Parallel LP (Parallel Fund)

Harrowgate Fund V Offshore SLP (Offshore Feeder)

Capital Commitment Amount: $_______

Date of Commitment (Close Date): _______

Contact Person Name and Title: ______________________

Contact Address:

________________________________________

Contact Email: _______

Contact Telephone: _______

Part II: Election of Available Provisions

Please check each Available Provision (as listed in Exhibit A to the MFN Election Notice) that you elect to receive. You may elect any one or more provisions. Elections are irrevocable once delivered. Please review the conditions and eligibility requirements set forth in Exhibit A before making your elections. Elections of provisions for which the Eligible Limited Partner does not satisfy the applicable conditions will not be given effect.

A-1: Management Fee — Early Close discount (Condition: Available only to Eligible Limited Partners who committed at the First Close on August 15, 2025)

A-2: Management Fee — Large LP discount (Condition: Available only to Eligible Limited Partners committing $150,000,000 or more)

A-3: Co-Investment Rights (Standard)

A-4: Co-Investment Rights (Enhanced — Pro Rata Allocation) (Condition: Available only to Eligible Limited Partners committing $150,000,000 or more)

A-5: Enhanced Quarterly Reporting

A-6: Annual In-Person Meeting

A-7: Enhanced ESG Reporting

A-8: Excuse Rights — Restricted Jurisdictions (Note: Restricted jurisdiction list must be attached to this Election Form as an appendix)

A-9: Transfer Rights — Enhanced

A-10: Key Person Event — Enhanced Notification

A-11: GP Removal — Enhanced Notification

Part III: Representations and Acknowledgments

By executing and delivering this Election Form, the undersigned Eligible Limited Partner hereby represents and acknowledges to the General Partner as follows:

1. The undersigned has a capital commitment to the Fund (or to one or more of the Fund Vehicles, as applicable) of at least Fifty Million Dollars ($50,000,000) and is an "Eligible Limited Partner" as defined in the MFN Election Notice dated [____, 2027] (the "Notice").

2. The undersigned has received and carefully reviewed the Notice, including Exhibit A (Schedule of Available Provisions) and Section 4 (Excluded Provisions), and has had the opportunity to consult with its legal, tax, and investment advisors regarding its MFN election rights and the Available Provisions described therein.

3. The undersigned understands that certain Available Provisions are subject to conditions, including, without limitation, commitment-size thresholds and closing-date requirements, and that the General Partner will confirm the undersigned's eligibility to receive each elected Available Provision. The undersigned further understands that an election of an Available Provision for which the undersigned does not satisfy the applicable conditions will not be given effect.

4. The undersigned acknowledges that each election made pursuant to this Election Form is irrevocable upon delivery of this Election Form to the General Partner, unless the General Partner otherwise consents in writing. The undersigned may not modify, amend, or withdraw its elections except with the prior written consent of the General Partner.

5. The undersigned acknowledges that the information contained in the Notice, Exhibit A, and this Election Form is confidential and proprietary to the Fund and the General Partner, and is subject to the confidentiality provisions of the LPA (including Section 10.01 thereof) and any existing Side Letter between the undersigned and the General Partner. The undersigned agrees not to disclose such information to any third party except to its legal counsel, tax advisors, and investment advisors, in each case subject to customary confidentiality undertakings.

6. The undersigned understands that the Available Provisions elected herein will be incorporated into a Side Letter (or, if the undersigned has an existing Side Letter, a supplement or amendment to such existing Side Letter) between the undersigned and the General Partner, and that such Side Letter, supplement, or amendment will contain the definitive terms of the elected provisions. The undersigned further understands that the General Partner may make conforming modifications to the terms of any elected provision to reflect the undersigned's particular legal, tax, or regulatory circumstances, provided that such modifications are not less favorable in substance to the undersigned.

Part IV: Signature

IN WITNESS WHEREOF, the undersigned Eligible Limited Partner has executed and delivered this Election Form as of the date set forth below.

Entity Name: ________

By: ________

Name: ________

Title: ________

Date: ________

Part V: Delivery Instructions

Please deliver the completed and executed Election Form to the General Partner at the following address:

Harrowgate Fund V GP LLC c/o Harrowgate Capital Partners LLC 1200 Concord Pike, Suite 600 Wilmington, DE 19803

Attention: Catherine E. Loomis, General Counsel & Chief Compliance Officer

With a copy to: Rachel M. Overton, Head of Investor Relations

Email: MFNElections@harrowgatecapital.com

Election Deadline: No later than 5:00 p.m. Eastern Time on [date — 30 calendar days from the date of the MFN Election Notice]. Late submissions will not be accepted unless the General Partner, in its sole discretion, agrees to extend the Election Period for the submitting Eligible Limited Partner.

Matter No.: 1003-00002 Prepared by Calderwood & Harkness LLP Graham Sutherland, Responsible Partner Stephen Adler, Lead Associate 620 Eighth Avenue, 42nd Floor, New York, NY 10018

CONFIDENTIAL — Not for distribution except to Eligible Limited Partners and their advisors.

Provision No.	Category	Description of Available Provision	Conditions / Eligibility Requirements	Election Ref. No.
A-1	Management Fee — Early Close discount	Reduction of ten (10) basis points in the annual management fee during the Investment Period (from 1.75% to 1.65% on committed capital). The standard post-Investment Period management fee of 1.50% on invested capital (at cost) remains unchanged.	Available only to Eligible Limited Partners who committed capital at the First Close (August 15, 2025). Eligible Limited Partners that committed at a subsequent closing are not eligible for this provision.	A-1
A-2	Management Fee — Large LP discount	Additional reduction of five (5) basis points in the annual management fee during the Investment Period (cumulative with the Early Close discount, if applicable, yielding a management fee of 1.60% on committed capital during the Investment Period). The standard post-Investment Period management fee of 1.50% on invested capital (at cost) remains unchanged.	Available only to Eligible Limited Partners whose aggregate capital commitments to the Fund (or the Fund Vehicles) equal or exceed One Hundred Fifty Million Dollars ($150,000,000).	A-2
A-3	Co-Investment Rights (Standard)	Right to receive notice of co-investment opportunities identified by the General Partner in connection with Fund investments and to participate in such co-investments alongside the Fund, on terms and conditions to be determined by the General Partner in its discretion and subject to the General Partner's co-investment allocation policy.	None beyond Eligible Limited Partner status (minimum capital commitment of $50,000,000).	A-3
A-4	Co-Investment Rights (Enhanced — Pro Rata Allocation)	Pro rata allocation right (based on capital commitment) with respect to all Fund investments involving equity checks in excess of One Hundred Fifty Million Dollars ($150,000,000). The pro rata allocation shall be determined by reference to the electing Eligible Limited Partner's capital commitment relative to the aggregate capital commitments of all Limited Partners that have elected this provision.	Available only to Eligible Limited Partners whose aggregate capital commitments to the Fund (or the Fund Vehicles) equal or exceed One Hundred Fifty Million Dollars ($150,000,000).	A-4
A-5	Enhanced Quarterly Reporting	Right to receive supplemental quarterly reports containing portfolio company-level operating data, leverage metrics (including net debt/EBITDA ratios and debt service coverage), and valuation detail beyond the information included in the Fund's standard quarterly reports delivered pursuant to Section 9.03 of the LPA. Supplemental reports will be delivered within sixty (60) days following the end of each fiscal quarter.	None beyond Eligible Limited Partner status (minimum capital commitment of $50,000,000).	A-5
A-6	Annual In-Person Meeting	Right to an annual in-person meeting with members of the Fund's investment team, including at least one Key Person (as defined in the LPA — currently Marcus J. Harrowgate and Diana R. Castellano), at a mutually agreed time and location. Meetings will be scheduled annually during the first quarter of each calendar year, subject to reasonable scheduling accommodations.	None beyond Eligible Limited Partner status (minimum capital commitment of $50,000,000).	A-6
A-7	Enhanced ESG Reporting	Right to receive an annual environmental, social, and governance ("ESG") report covering the Fund's portfolio, including ESG metrics, policies, and initiatives at the portfolio company level, as well as information regarding the Fund's compliance with any applicable ESG frameworks or standards adopted by the Sponsor. The annual ESG report will be delivered within ninety (90) days following the end of each calendar year.	None beyond Eligible Limited Partner status (minimum capital commitment of $50,000,000).	A-7
A-8	Excuse Rights — Restricted Jurisdictions	Right to be excused from participation in a particular Fund investment if such investment is in a jurisdiction that the Eligible Limited Partner has identified as restricted under its investment policy or applicable law, provided that written notice of such excuse is given to the General Partner within the timeframe specified in Section 5.05 of the LPA.	Eligible Limited Partner must provide its restricted jurisdiction list to the General Partner upon election. The restricted jurisdiction list may be updated annually by written notice to the General Partner.	A-8
A-9	Transfer Rights — Enhanced	Modifications to the standard transfer restrictions set forth in Article XII of the LPA permitting transfers of limited partnership interests to affiliates or related entities of the transferring Limited Partner without the prior written consent of the General Partner, subject to (i) compliance with applicable securities laws, (ii) the transferee's execution of a customary assumption agreement in form satisfactory to the General Partner, and (iii) the transferee's satisfaction of the Fund's KYC/AML requirements.	None beyond Eligible Limited Partner status (minimum capital commitment of $50,000,000).	A-9
A-10	Key Person Event — Enhanced Notification	Right to receive written notice from the General Partner within five (5) business days of the occurrence of a Key Person Event (as defined in Section 7.04 of the LPA, referencing Marcus J. Harrowgate and Diana R. Castellano), together with a summary of the circumstances giving rise to such Key Person Event and a description of the General Partner's proposed course of action in response thereto.	None beyond Eligible Limited Partner status (minimum capital commitment of $50,000,000).	A-10
A-11	GP Removal — Enhanced Notification	Right to receive written notice within three (3) business days of any Limited Partner proposal to exercise the no-fault removal provisions of Section 7.06 of the LPA (requiring the approval of seventy-five percent (75%) in interest of the Limited Partners, excluding commitments by the General Partner and its affiliates) or the for-cause removal provisions of Section 7.07 of the LPA (requiring the approval of a majority in interest of the Limited Partners).	None beyond Eligible Limited Partner status (minimum capital commitment of $50,000,000).	A-11

HARROWGATE PRIVATE EQUITY FUND V LP
MOST FAVORED NATION ELECTION NOTICE
Form of MFN Election Notice Pursuant to Section 11.08 of the Agreement of Limited Partnership
Prepared by Calderwood & Harkness LLP 400 South Ashbury Asset Advisors, Suite 3000, Wilmington, DE 19801 620 Eighth Avenue, 42nd Floor, New York, NY 10018
Date: [____, 2027]
(To be completed within 30 days after the Final Close)
To: Each Eligible Limited Partner (as defined herein) of Harrowgate Private Equity Fund V LP
From: Harrowgate Fund V GP LLC, a Delaware limited liability company, in its capacity as the General Partner of Harrowgate Private Equity Fund V LP
c/o Harrowgate Capital Partners LLC 1200 Concord Pike, Suite 600 Wilmington, DE 19803
Section 1: Introduction and Purpose
This Most Favored Nation Election Notice (this "Notice") is delivered by Harrowgate Fund V GP LLC, a Delaware limited liability company and the sole general partner (the "General Partner") of Harrowgate Private Equity Fund V LP, a Delaware limited partnership (the "Fund" or "HPE Fund V"). The General Partner is delivering this Notice pursuant to Section 11.08 (the "MFN Provision") of the Agreement of Limited Partnership of the Fund, dated as of [Final Close Date] (as amended, restated, supplemented, or otherwise modified from time to time, the "LPA").
The purpose of this Notice is twofold. First, this Notice is intended to provide each Eligible Limited Partner (as defined in Section 2 below) with a comprehensive disclosure of the material provisions that have been granted in the various side letter agreements (each, a "Side Letter") entered into between the General Partner, on behalf of the Fund, and certain Limited Partners of the Fund in connection with the fundraising and closing of the Fund. Second, this Notice is intended to afford each Eligible Limited Partner the opportunity to elect to receive the benefit of certain of such provisions (the "Available Provisions"), subject to the terms, conditions, and procedures set forth herein and in the exhibits attached hereto.
Harrowgate Capital Partners LLC, a Delaware limited liability company (the "Sponsor"), serves as the sole member of the General Partner and is the investment manager and sponsor of the Fund. The General Partner is delivering this Notice on behalf of the Fund and at the direction of the Sponsor.
In connection with the fundraising of HPE Fund V, the General Partner entered into Side Letters with a number of Limited Partners. These Side Letters contain provisions that supplement, modify, or otherwise provide accommodations with respect to the terms of the LPA as they apply to the particular Limited Partner party thereto. In accordance with the MFN Provision of the LPA, each Eligible Limited Partner is entitled to review the Available Provisions described herein and, within the Election Period (as defined below), to elect to receive the benefit of any or all of such Available Provisions, subject to the satisfaction of any applicable conditions or eligibility requirements.
Limited partners of the Harrowgate Fund V Parallel LP (the "Parallel Fund") and Harrowgate Fund V Offshore SLP (the "Offshore Feeder" and, together with the Fund and the Parallel Fund, the "Fund Vehicles") may also receive this Notice or a substantially similar notice to the extent that their respective governing documents or Side Letters contain most favored nation provisions comparable to the MFN Provision. The General Partner is delivering this Notice concurrently to all Eligible Limited Partners across the Fund Vehicles, as applicable, in order to ensure a uniform and orderly election process.
Section 2: Definitions
For purposes of this Notice, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined in this Notice shall have the meanings ascribed to them in the LPA.
"Available Provisions" means those Side Letter provisions that are available for election by Eligible Limited Partners pursuant to the MFN Provision, as more fully described in Section 5 of this Notice and set forth in detail in Exhibit A attached hereto. The Available Provisions do not include Excluded Provisions (as defined below).
"Election Period" means the period of thirty (30) calendar days commencing on the date of this Notice. All elections pursuant to this Notice must be received by the General Partner no later than 5:00 p.m. Eastern Time on the final day of the Election Period. If the final day of the Election Period falls on a Saturday, Sunday, or federal holiday observed in the United States, the deadline shall be automatically extended to 5:00 p.m. Eastern Time on the next succeeding business day.
"Eligible Limited Partner" means any Limited Partner (or limited partner of the Parallel Fund or the Offshore Feeder, as applicable) that has made aggregate capital commitments of at least Fifty Million Dollars ($50,000,000) to the Fund (or to one or more of the Fund Vehicles, as applicable). For the avoidance of doubt, the minimum capital commitment required for admission as a Limited Partner of the Fund is Ten Million Dollars ($10,000,000) (or such lesser amount as the General Partner may accept in its sole discretion), but eligibility for the MFN election requires a minimum capital commitment of Fifty Million Dollars ($50,000,000) or more, as set forth in Section 11.08 of the LPA.
"Excluded Provisions" means those Side Letter provisions that are not available for MFN election because they are specific to the particular legal, tax, regulatory, or organizational status of the Limited Partner to which such provisions were originally granted, as more fully described in Section 4 of this Notice.
"Final Close" means the final closing of the Fund, which occurred on [Final Close Date]. Pursuant to Section 3.02 of the LPA, the Final Close Deadline was February 15, 2027 (being eighteen (18) months after the First Close, which occurred on August 15, 2025).
"LPA" means the Agreement of Limited Partnership of Harrowgate Private Equity Fund V LP, dated as of [Final Close Date], as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.
"Side Letter" means each letter agreement or supplemental agreement entered into between the General Partner (on behalf of the Fund) and a Limited Partner that supplements, modifies, or otherwise varies the terms of the LPA with respect to such Limited Partner's participation in the Fund.
Section 3: MFN Right — Summary of Terms
The MFN Provision set forth in Section 11.08 of the LPA provides, in relevant part, that within thirty (30) days following the Final Close, the General Partner shall deliver to each Eligible Limited Partner a notice setting forth the Available Provisions granted in Side Letters to one or more Limited Partners of the Fund. Each Eligible Limited Partner (being a Limited Partner that has committed at least Fifty Million Dollars ($50,000,000) in capital commitments to the Fund or the Fund Vehicles) is entitled, within thirty (30) days following receipt of such notice, to review the Available Provisions and to elect to receive the benefit of any or all of such Available Provisions, subject to the terms and conditions of the MFN Provision and this Notice.
An Eligible Limited Partner's election shall be effective as of the date of the General Partner's receipt of a duly completed and executed Election Form (in the form attached hereto as Exhibit B) during the Election Period, subject to the General Partner's confirmation that the Eligible Limited Partner satisfies any applicable conditions or eligibility requirements associated with the elected Available Provision(s), as described in Section 6.4 below.
Upon the effectiveness of an election, the elected Available Provision(s) shall be deemed incorporated into the electing Eligible Limited Partner's existing Side Letter. In the event that the electing Eligible Limited Partner does not have an existing Side Letter with the General Partner, the General Partner shall enter into a new Side Letter with such Eligible Limited Partner reflecting the elected Available Provision(s). The terms of such Side Letter shall be substantially consistent with the terms of the original Side Letter in which the elected Available Provision was granted, subject to any conforming modifications as described below.
Eligible Limited Partners should note that certain Available Provisions are subject to conditions or limitations that may restrict the availability of such provisions to particular Eligible Limited Partners. For example, certain management fee discounts are available only to Eligible Limited Partners whose capital commitments equal or exceed a specified threshold (e.g., $150,000,000), and certain co-investment allocation rights are similarly conditioned. These conditions are identified in Exhibit A with respect to each Available Provision, and an Eligible Limited Partner that does not satisfy the applicable condition will not be entitled to elect such provision notwithstanding its status as an Eligible Limited Partner.
The General Partner reserves the right to modify or supplement the terms of any Available Provision to the extent necessary or appropriate to reflect the particular legal, tax, or regulatory status of the electing Limited Partner, provided that any such modifications shall not be less favorable in substance to the electing Limited Partner than the terms of the original Available Provision as granted to the initial recipient thereof. The General Partner will consult with the electing Limited Partner in good faith regarding any such modifications prior to finalizing the supplemental Side Letter.
Section 4: Excluded Provisions
As contemplated by the MFN Provision and consistent with customary practice in institutional private equity fund formations, certain categories of Side Letter provisions are excluded from the MFN election process. These Excluded Provisions reflect the particular legal, tax, regulatory, or organizational status of the Limited Partner to which they were originally granted, and their terms are inherently specific to the circumstances of that Limited Partner. Accordingly, the Excluded Provisions described below are not available for election by other Eligible Limited Partners and are not included in the Schedule of Available Provisions set forth in Exhibit A.
The General Partner has determined, in consultation with fund counsel, that the following categories of Side Letter provisions constitute Excluded Provisions:
4.1 Investor-Specific Legal and Regulatory Status Provisions
Certain Side Letter provisions were granted solely to address the unique legal or regulatory status of the applicable Limited Partner and are not transferable to, or appropriate for, other investors. These include, without limitation:
(a) Governmental Plan / Public Records Act Provisions. Provisions relating to the status of a Limited Partner as a governmental entity or governmental plan, including provisions addressing the applicability of the Freedom of Information Act ("FOIA"), state public records acts, open meeting laws, and similar transparency and disclosure requirements. These provisions include, among other things, carve-outs from the Fund's standard confidentiality provisions to permit disclosure of information to the extent required by applicable public records laws, and related procedures governing the General Partner's cooperation with such disclosure obligations. These provisions are specific to governmental entities such as state and municipal pension systems and retirement funds and are not applicable to non-governmental investors.
(b) Sovereign Immunity Provisions. Provisions relating to the sovereign immunity of a Limited Partner that is a sovereign wealth fund or instrumentality of a foreign government, including limitations on the waiver of sovereign immunity and restrictions on the Fund's ability to pursue certain legal remedies against such Limited Partner. These provisions reflect the unique legal status of sovereign entities under international and domestic law and are not applicable to other investors.
(c) Insurance Regulatory Reporting Accommodations. Provisions requiring the General Partner to provide quarterly look-through reporting in a format compliant with the standards of the National Association of Insurance Commissioners ("NAIC"), the Bermuda Monetary Authority, or comparable insurance regulatory bodies. These provisions were granted to accommodate the specific regulatory reporting obligations of insurance company investors subject to oversight by such regulators and are tailored to the regulatory framework applicable to such investors.
(d) Sharia Compliance Provisions. Provisions establishing Sharia compliance screening mechanisms with respect to the Fund's investments and related excuse or opt-out rights in the event that a proposed Fund investment is determined to be non-compliant with applicable Sharia principles. These provisions are applicable only to investors that are subject to Sharia-compliant investment mandates and reflect the particular investment constraints of such investors.
4.2 Tax-Status-Specific Provisions
Certain Side Letter provisions address tax planning considerations or tax-related accommodations that are specific to the tax status, jurisdiction of organization, or tax residence of the applicable Limited Partner. These include, without limitation:
(a) UBTI Mitigation and blocker Access. Provisions relating to the structuring of the Fund's investments to mitigate or eliminate unrelated business taxable income ("UBTI") for tax-exempt investors, including the use of blocker entities for investments that may generate UBTI. These provisions are applicable only to investors that are exempt from U.S. federal income taxation under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), or similar provisions, and for which UBTI is a relevant concern.
(b) ECI, FIRPTA, and Tax Treaty Provisions. Provisions relating to the mitigation or avoidance of effectively connected income ("ECI") for non-U.S. investors, the application of the Foreign Investment in Real Property Tax Act of 1980 ("FIRPTA"), or the availability of benefits under an applicable income tax treaty between the United States and the investor's jurisdiction of tax residence. These provisions are specific to the tax circumstances of the particular non-U.S. investor and cannot be extended to investors with different tax profiles.
(c) ERISA Exemptions for Governmental Plans. Provisions confirming the exemption of a governmental plan investor from the requirements of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and acknowledging the applicability of analogous state or local laws governing the investment activities of such investor. These provisions are relevant only to governmental plan investors and are not applicable to other categories of investors.
4.3 Structural and Vehicle-Specific Provisions
Certain Side Letter provisions relate to the particular Fund Vehicle through which a Limited Partner has invested, including accommodations for investment through a blocker entity, the Parallel Fund, or the Offshore Feeder. These provisions are structural in nature and are tailored to the tax, regulatory, and organizational requirements of the applicable Limited Partner's investment structure. They are not transferable to investors investing through a different vehicle or structure.
4.4 LPAC Membership
The Fund's Limited Partner Advisory Committee (the "LPAC") is composed of five (5) members. Three (3) LPAC seats were designated at the First Close, and the remaining two (2) seats were designated at subsequent closings. The designation of specific LPAC seats is not subject to MFN election, as LPAC composition is determined by the General Partner in accordance with Section 8.01 of the LPA and the particular LPAC membership rights granted in the applicable Side Letters are personal to the designated Limited Partners.
4.5 Other Excluded Items
In addition to the foregoing, the following categories of provisions are also treated as Excluded Provisions:
(a) Provisions that were granted to reflect specific requirements of an investor's governing documents, charter, organizational structure, investment policy statement, or investment mandate, to the extent that such requirements are unique to the applicable investor and are not generally applicable to other Limited Partners.
(b) Management fee discounts or reductions that are expressly conditioned upon an Eligible Limited Partner's satisfaction of a specified commitment-size threshold (e.g., the Large LP discount described in Section 5.1 below) remain available via MFN election, but only to Eligible Limited Partners that satisfy the applicable commitment-size threshold. To the extent that an Eligible Limited Partner does not meet the relevant threshold, such fee discount constitutes an Excluded Provision with respect to that Eligible Limited Partner. These conditional provisions are addressed in further detail in Section 5 and Exhibit A below.
Section 5: Available Provisions — Summary
The following is a narrative summary of the categories of Available Provisions that Eligible Limited Partners may elect pursuant to this Notice. The complete terms and conditions of each Available Provision, including any applicable eligibility requirements, are set forth in Exhibit A attached hereto, which should be reviewed carefully prior to making any election. In the event of any inconsistency between this summary and the terms set forth in Exhibit A, Exhibit A shall control.
5.1 Management Fee discounts
The LPA provides for a standard annual management fee of 1.75% of committed capital during the Investment Period and 1.50% of invested capital (at cost) thereafter. Certain Side Letters contain provisions reducing the management fee applicable to the relevant Limited Partner, as follows:
(a) Early Close discount (Provision A-1). A reduction of ten (10) basis points in the annual management fee during the Investment Period (from 1.75% to 1.65% on committed capital) was granted to certain Limited Partners that committed capital at the First Close on August 15, 2025. This discount is available via MFN election, but only to Eligible Limited Partners that committed capital at the First Close. Eligible Limited Partners that committed at a subsequent closing are not eligible for this discount.
(b) Large LP discount (Provision A-2). An additional reduction of five (5) basis points in the annual management fee during the Investment Period was granted to certain Limited Partners committing One Hundred Fifty Million Dollars ($150,000,000) or more to the Fund. This discount is cumulative with the Early Close discount (if applicable), yielding a management fee of 1.60% on committed capital during the Investment Period for qualifying Limited Partners. This discount is available via MFN election, but only to Eligible Limited Partners whose aggregate capital commitments to the Fund (or the Fund Vehicles) equal or exceed One Hundred Fifty Million Dollars ($150,000,000).
5.2 Co-Investment Rights
Certain Side Letters contain provisions granting the relevant Limited Partner enhanced rights with respect to co-investment opportunities alongside the Fund, as follows:
(a) Standard Co-Investment Rights (Provision A-3). The right to receive notice of co-investment opportunities identified by the General Partner in connection with Fund investments and to participate in such co-investments alongside the Fund, on terms and conditions to be determined by the General Partner in its discretion and subject to the General Partner's co-investment allocation policy. This provision is available to all Eligible Limited Partners without additional conditions beyond the $50,000,000 minimum commitment threshold.
(b) Enhanced Co-Investment Rights — Pro Rata Allocation (Provision A-4). The right to receive a pro rata allocation (based on the Eligible Limited Partner's capital commitment relative to the aggregate capital commitments of all Limited Partners electing this provision) with respect to all Fund investments involving equity checks in excess of One Hundred Fifty Million Dollars ($150,000,000). This enhanced co-investment right is available via MFN election, but only to Eligible Limited Partners committing One Hundred Fifty Million Dollars ($150,000,000) or more to the Fund.
5.3 Enhanced Reporting Rights
Certain Side Letters contain provisions entitling the relevant Limited Partner to receive additional reporting and information beyond the standard reporting provided to all Limited Partners under the LPA:
(a) Enhanced Quarterly Reporting (Provision A-5). The right to receive supplemental quarterly reports containing portfolio company-level operating data, leverage metrics (including net debt/EBITDA ratios and debt service coverage), and valuation detail beyond the information included in the Fund's standard quarterly reports delivered pursuant to Section 9.03 of the LPA.
(b) Annual In-Person Meeting (Provision A-6). The right to an annual in-person meeting with members of the Fund's investment team, including at least one Key Person (as defined in the LPA), at a mutually agreed time and location.
(c) Enhanced ESG Reporting (Provision A-7). The right to receive an annual environmental, social, and governance ("ESG") report covering the Fund's portfolio, including ESG metrics, policies, and initiatives at the portfolio company level, as well as information regarding the Fund's compliance with any applicable ESG frameworks or standards adopted by the Sponsor.
Each of the foregoing reporting provisions is available to all Eligible Limited Partners without additional conditions beyond the $50,000,000 minimum commitment threshold.
5.4 Transfer and Excuse Rights
Certain Side Letters contain provisions granting the relevant Limited Partner additional flexibility with respect to Fund investments and transfers of limited partnership interests:
(a) Excuse Rights — Restricted Jurisdictions (Provision A-8). The right to be excused from participation in a particular Fund investment if such investment is in a jurisdiction that the Eligible Limited Partner has identified as restricted under its investment policy or applicable law, provided that the Eligible Limited Partner gives written notice to the General Partner within the timeframe specified in the LPA. As a condition to the effectiveness of this provision, the electing Eligible Limited Partner must provide its restricted jurisdiction list to the General Partner at the time of election.
(b) Enhanced Transfer Rights (Provision A-9). Modifications to the standard transfer restrictions set forth in Article XII of the LPA, permitting transfers of limited partnership interests to affiliates or related entities of the transferring Limited Partner without the prior written consent of the General Partner, subject to (i) compliance with applicable securities laws, (ii) the transferee's execution of a customary assumption agreement, and (iii) the transferee's satisfaction of the Fund's "know your customer" and anti-money laundering requirements.
5.5 Key Person and GP Removal Notification Rights
Certain Side Letters contain provisions granting the relevant Limited Partner enhanced notice rights with respect to Key Person Events and GP removal proceedings:
(a) Key Person Event — Enhanced Notification (Provision A-10). The right to receive written notice from the General Partner within five (5) business days of the occurrence of a Key Person Event (as defined in Section 7.04 of the LPA, which designates Marcus J. Harrowgate and Diana R. Castellano as Key Persons), together with a summary of the circumstances giving rise to such Key Person Event and a description of the General Partner's proposed course of action in response thereto.
(b) GP Removal — Enhanced Notification (Provision A-11). The right to receive written notice within three (3) business days of any Limited Partner proposal to exercise the no-fault removal provisions of Section 7.06 of the LPA (requiring the approval of seventy-five percent (75%) in interest of the Limited Partners, excluding commitments by the General Partner and its affiliates) or the for-cause removal provisions of Section 7.07 of the LPA (requiring the approval of a majority in interest of the Limited Partners).
5.6 Other Available Provisions
Any other Side Letter provisions that are not classified as Excluded Provisions pursuant to Section 4 of this Notice are included in the Schedule of Available Provisions set forth in Exhibit A. Eligible Limited Partners are encouraged to review Exhibit A in its entirety to ensure a complete understanding of all Available Provisions.
Section 6: Election Procedures
6.1 How to Make an Election
Each Eligible Limited Partner wishing to elect one or more Available Provisions must complete, execute, and deliver the Election Form attached hereto as Exhibit B (the "Election Form") to the General Partner in accordance with the delivery instructions set forth below. The Election Form requires the Eligible Limited Partner to identify the specific Available Provision(s) it wishes to elect by reference to the provision numbers set forth in Exhibit A, to provide certain identifying information, and to make certain representations and acknowledgments.
All Election Forms should be delivered to the General Partner at the following address:
Harrowgate Fund V GP LLC c/o Harrowgate Capital Partners LLC 1200 Concord Pike, Suite 600 Wilmington, DE 19803
Attention: Catherine E. Loomis, General Counsel & Chief Compliance Officer
With a copy to: Rachel M. Overton, Head of Investor Relations
Delivery by email is also accepted at: MFNElections@harrowgatecapital.com
6.2 Election Deadline
All elections must be received by the General Partner no later than 5:00 p.m. Eastern Time on [date that is 30 calendar days from the date of this Notice] (the "Election Deadline"). Election Forms received after the Election Deadline will not be accepted or given effect unless the General Partner, in its sole and absolute discretion, agrees to extend the Election Period with respect to a particular Eligible Limited Partner. The General Partner is under no obligation to grant any such extension and may decline to do so for any reason or for no reason.
If the last day of the Election Period falls on a Saturday, Sunday, or federal holiday observed in the United States, the Election Deadline shall be automatically extended to 5:00 p.m. Eastern Time on the next succeeding business day.
Eligible Limited Partners are strongly encouraged to submit their Election Forms well in advance of the Election Deadline to allow sufficient time for the General Partner to review the submissions and to address any questions or issues that may arise.
6.3 Partial Elections
An Eligible Limited Partner may elect any one or more Available Provisions and is not required to elect all Available Provisions. There is no minimum or maximum number of Available Provisions that an Eligible Limited Partner must elect. Each Available Provision may be elected independently of the others, unless otherwise specified in Exhibit A.
An election of an Available Provision is irrevocable once the duly completed and executed Election Form has been delivered to the General Partner, unless the General Partner otherwise consents in writing. An Eligible Limited Partner that delivers an Election Form may not subsequently modify, amend, or withdraw its elections except with the prior written consent of the General Partner, which may be withheld in the General Partner's sole discretion.
6.4 Conditions to Effectiveness
An Eligible Limited Partner's election of one or more Available Provisions shall be effective only upon the satisfaction of each of the following conditions:
(a) The General Partner has confirmed that the Eligible Limited Partner satisfies any applicable conditions or eligibility requirements associated with the elected Available Provision(s), including, without limitation, any commitment-size thresholds (e.g., the $150,000,000 threshold applicable to the Large LP discount and the Enhanced Co-Investment Rights) and any closing-date requirements (e.g., the First Close requirement applicable to the Early Close discount);
(b) To the extent required, the General Partner and the Eligible Limited Partner have executed a supplemental Side Letter (or amendment to the Eligible Limited Partner's existing Side Letter) reflecting the elected Available Provision(s), in a form reasonably satisfactory to the General Partner; and
(c) The General Partner has not determined, in its reasonable discretion, that the incorporation of the elected Available Provision(s) into the Eligible Limited Partner's Side Letter would be impracticable, unlawful, or inconsistent with the Eligible Limited Partner's particular legal, tax, or regulatory status.
The General Partner will use reasonable efforts to confirm the effectiveness of elections and to deliver any required supplemental Side Letters within fifteen (15) business days following its receipt of a duly completed Election Form. In the event that the General Partner determines that an Eligible Limited Partner does not satisfy the conditions for a particular elected Available Provision, the General Partner will promptly notify the Eligible Limited Partner in writing of such determination.
6.5 Questions and Assistance
Eligible Limited Partners with questions regarding this Notice, the Available Provisions, the election procedures, or any other aspect of the MFN election process are encouraged to contact:
Rachel M. Overton Head of Investor Relations Harrowgate Capital Partners LLC 1200 Concord Pike, Suite 600 Wilmington, DE 19803 Telephone: (302) 555-4200
Email: roverton@harrowgatecapital.com
Eligible Limited Partners may also direct inquiries to fund counsel:
Calderwood & Harkness LLP Graham Sutherland, Responsible Partner Stephen Adler, Lead Associate 620 Eighth Avenue, 42nd Floor New York, NY 10018 Telephone: (212) 555-7800
Email: gsutherland@calderwoodharkness.com / sadler@calderwoodharkness.com
Section 7: Confidentiality
This Notice, including the Schedule of Available Provisions set forth in Exhibit A and the Election Form attached as Exhibit B, contains confidential and proprietary information of the Fund and the General Partner. The information disclosed herein regarding the terms of Side Letters entered into by the General Partner with certain Limited Partners is being provided solely for the purpose of enabling Eligible Limited Partners to exercise their MFN election rights under the LPA and is not intended for any other purpose.
Each Eligible Limited Partner is reminded of its confidentiality obligations under Section 10.01 of the LPA and under any existing Side Letter between such Eligible Limited Partner and the General Partner. Without limiting the generality of such obligations, each Eligible Limited Partner receiving this Notice agrees that it will not disclose this Notice, Exhibit A, or any information contained herein or therein to any third party, except to the Eligible Limited Partner's legal counsel, tax advisors, and investment advisors (including, without limitation, investment consultants and fiduciary advisors), in each case solely for the purpose of evaluating and advising the Eligible Limited Partner with respect to its MFN election rights, and subject to customary confidentiality undertakings by such advisors. Eligible Limited Partners that are governmental entities subject to public records laws should refer to the provisions of their respective Side Letters regarding the scope of any applicable confidentiality exceptions.
The identities of the Limited Partners who received specific Side Letter provisions are not disclosed in this Notice or in Exhibit A. Only the substance of the Available Provisions is disclosed, consistent with the requirements of the MFN Provision and customary practice for MFN election notices in institutional private equity fund formations.
Section 8: General Provisions
Governing Law. This Notice and any elections made hereunder shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of law thereof that would result in the application of the laws of any other jurisdiction.
Dispute Resolution. Any dispute, controversy, or claim arising out of or relating to this Notice or any election made hereunder shall be subject to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or, if the Court of Chancery declines to accept jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division), in each case sitting in New Castle County, Delaware. Each Eligible Limited Partner, by submitting an Election Form, irrevocably consents to the personal jurisdiction of such courts and waives any objection to venue therein.
No Amendment to LPA. This Notice does not amend, modify, supplement, or otherwise alter the LPA or any other governing document of the Fund. This Notice is delivered solely for the purpose of implementing the MFN Provision set forth in Section 11.08 of the LPA. In the event of any conflict or inconsistency between the terms of this Notice and the terms of the LPA, the terms of the LPA shall control in all respects.
Defined Terms. Capitalized terms used but not otherwise defined in this Notice have the meanings ascribed to such terms in the LPA.
No Offer of Securities. This Notice is being circulated by the General Partner on behalf of the Fund solely for the purpose of implementing the MFN election rights of Eligible Limited Partners under the LPA. Nothing in this Notice shall be construed as an offer to sell, or a solicitation of an offer to buy, any securities of the Fund or any other entity. This Notice is not a prospectus, offering memorandum, or private placement memorandum and has not been filed with or reviewed by the U.S. Securities and Exchange Commission, any state securities commission, or any other regulatory authority.
[Signature Page Follows]
IN WITNESS WHEREOF, the General Partner has caused this Most Favored Nation Election Notice to be executed and delivered as of the date first written above.
HARROWGATE FUND V GP LLC, in its capacity as General Partner of Harrowgate Private Equity Fund V LP
By: Harrowgate Capital Partners LLC, its Sole Member
By: ________
Name: Marcus J. Harrowgate
Title: Managing Partner
Date: ________
EXHIBIT A
SCHEDULE OF AVAILABLE PROVISIONS
Harrowgate Private Equity Fund V LP
Most Favored Nation Election Notice
The following table sets forth the Available Provisions that Eligible Limited Partners may elect pursuant to the MFN Election Notice. Each Available Provision is identified by a provision number (Column 1), a category description (Column 2), a summary of the provision (Column 3), any applicable conditions or eligibility requirements (Column 4), and an election reference number for use on the Election Form (Column 5).
Note: The foregoing provisions are summaries only. The definitive terms of each Available Provision are set forth in the applicable Side Letter(s) entered into by the General Partner and will be incorporated into the electing Eligible Limited Partner's Side Letter (or a new Side Letter, as applicable). The General Partner reserves the right to make conforming modifications to the terms of any Available Provision to reflect the electing Limited Partner's particular legal, tax, or regulatory circumstances, provided that such modifications are not less favorable in substance to the electing Limited Partner than the terms of the original Available Provision as granted to the initial recipient thereof. Excluded Provisions (as described in Section 4 of the MFN Election Notice) are not listed in this Exhibit A and are not subject to MFN election. In the event of any conflict between this Exhibit A and the terms of the LPA, the LPA shall control.
EXHIBIT B
MOST FAVORED NATION ELECTION FORM
Harrowgate Private Equity Fund V LP
To be completed and returned to the General Partner within 30 days of the date of the MFN Election Notice
Part I: Eligible Limited Partner Information
Please provide the following information regarding the Eligible Limited Partner submitting this Election Form:
Full Legal Name of Eligible Limited Partner:
________________________________________
Fund Vehicle (check the applicable box):
Harrowgate Private Equity Fund V LP (Main Fund)
Harrowgate Fund V Parallel LP (Parallel Fund)
Harrowgate Fund V Offshore SLP (Offshore Feeder)
Capital Commitment Amount: $_______
Date of Commitment (Close Date): _______
Contact Person Name and Title: ______________________
Contact Address:
________________________________________
________________________________________
________________________________________
Contact Email: _______
Contact Telephone: _______
Part II: Election of Available Provisions
Please check each Available Provision (as listed in Exhibit A to the MFN Election Notice) that you elect to receive. You may elect any one or more provisions. Elections are irrevocable once delivered. Please review the conditions and eligibility requirements set forth in Exhibit A before making your elections. Elections of provisions for which the Eligible Limited Partner does not satisfy the applicable conditions will not be given effect.
A-1: Management Fee — Early Close discount (Condition: Available only to Eligible Limited Partners who committed at the First Close on August 15, 2025)
A-2: Management Fee — Large LP discount (Condition: Available only to Eligible Limited Partners committing $150,000,000 or more)
A-3: Co-Investment Rights (Standard)
A-4: Co-Investment Rights (Enhanced — Pro Rata Allocation) (Condition: Available only to Eligible Limited Partners committing $150,000,000 or more)
A-5: Enhanced Quarterly Reporting
A-6: Annual In-Person Meeting
A-7: Enhanced ESG Reporting
A-8: Excuse Rights — Restricted Jurisdictions (Note: Restricted jurisdiction list must be attached to this Election Form as an appendix)
A-9: Transfer Rights — Enhanced
A-10: Key Person Event — Enhanced Notification
A-11: GP Removal — Enhanced Notification
Part III: Representations and Acknowledgments
By executing and delivering this Election Form, the undersigned Eligible Limited Partner hereby represents and acknowledges to the General Partner as follows:
1.  The undersigned has a capital commitment to the Fund (or to one or more of the Fund Vehicles, as applicable) of at least Fifty Million Dollars ($50,000,000) and is an "Eligible Limited Partner" as defined in the MFN Election Notice dated [____, 2027] (the "Notice").
2.  The undersigned has received and carefully reviewed the Notice, including Exhibit A (Schedule of Available Provisions) and Section 4 (Excluded Provisions), and has had the opportunity to consult with its legal, tax, and investment advisors regarding its MFN election rights and the Available Provisions described therein.
3.  The undersigned understands that certain Available Provisions are subject to conditions, including, without limitation, commitment-size thresholds and closing-date requirements, and that the General Partner will confirm the undersigned's eligibility to receive each elected Available Provision. The undersigned further understands that an election of an Available Provision for which the undersigned does not satisfy the applicable conditions will not be given effect.
4.  The undersigned acknowledges that each election made pursuant to this Election Form is irrevocable upon delivery of this Election Form to the General Partner, unless the General Partner otherwise consents in writing. The undersigned may not modify, amend, or withdraw its elections except with the prior written consent of the General Partner.
5.  The undersigned acknowledges that the information contained in the Notice, Exhibit A, and this Election Form is confidential and proprietary to the Fund and the General Partner, and is subject to the confidentiality provisions of the LPA (including Section 10.01 thereof) and any existing Side Letter between the undersigned and the General Partner. The undersigned agrees not to disclose such information to any third party except to its legal counsel, tax advisors, and investment advisors, in each case subject to customary confidentiality undertakings.
6.  The undersigned understands that the Available Provisions elected herein will be incorporated into a Side Letter (or, if the undersigned has an existing Side Letter, a supplement or amendment to such existing Side Letter) between the undersigned and the General Partner, and that such Side Letter, supplement, or amendment will contain the definitive terms of the elected provisions. The undersigned further understands that the General Partner may make conforming modifications to the terms of any elected provision to reflect the undersigned's particular legal, tax, or regulatory circumstances, provided that such modifications are not less favorable in substance to the undersigned.
Part IV: Signature
IN WITNESS WHEREOF, the undersigned Eligible Limited Partner has executed and delivered this Election Form as of the date set forth below.
Entity Name: ________
By: ________
Name: ________
Title: ________
Date: ________
Part V: Delivery Instructions
Please deliver the completed and executed Election Form to the General Partner at the following address:
Harrowgate Fund V GP LLC c/o Harrowgate Capital Partners LLC 1200 Concord Pike, Suite 600 Wilmington, DE 19803
Attention: Catherine E. Loomis, General Counsel & Chief Compliance Officer
With a copy to: Rachel M. Overton, Head of Investor Relations
Email: MFNElections@harrowgatecapital.com
Election Deadline: No later than 5:00 p.m. Eastern Time on [date — 30 calendar days from the date of the MFN Election Notice]. Late submissions will not be accepted unless the General Partner, in its sole discretion, agrees to extend the Election Period for the submitting Eligible Limited Partner.
Matter No.: 1003-00002 Prepared by Calderwood & Harkness LLP Graham Sutherland, Responsible Partner Stephen Adler, Lead Associate 620 Eighth Avenue, 42nd Floor, New York, NY 10018
CONFIDENTIAL — Not for distribution except to Eligible Limited Partners and their advisors.
Provision No. | Category | Description of Available Provision | Conditions / Eligibility Requirements | Election Ref. No.
A-1 | Management Fee — Early Close discount | Reduction of ten (10) basis points in the annual management fee during the Investment Period (from 1.75% to 1.65% on committed capital). The standard post-Investment Period management fee of 1.50% on invested capital (at cost) remains unchanged. | Available only to Eligible Limited Partners who committed capital at the First Close (August 15, 2025). Eligible Limited Partners that committed at a subsequent closing are not eligible for this provision. | A-1
A-2 | Management Fee — Large LP discount | Additional reduction of five (5) basis points in the annual management fee during the Investment Period (cumulative with the Early Close discount, if applicable, yielding a management fee of 1.60% on committed capital during the Investment Period). The standard post-Investment Period management fee of 1.50% on invested capital (at cost) remains unchanged. | Available only to Eligible Limited Partners whose aggregate capital commitments to the Fund (or the Fund Vehicles) equal or exceed One Hundred Fifty Million Dollars ($150,000,000). | A-2
A-3 | Co-Investment Rights (Standard) | Right to receive notice of co-investment opportunities identified by the General Partner in connection with Fund investments and to participate in such co-investments alongside the Fund, on terms and conditions to be determined by the General Partner in its discretion and subject to the General Partner's co-investment allocation policy. | None beyond Eligible Limited Partner status (minimum capital commitment of $50,000,000). | A-3
A-4 | Co-Investment Rights (Enhanced — Pro Rata Allocation) | Pro rata allocation right (based on capital commitment) with respect to all Fund investments involving equity checks in excess of One Hundred Fifty Million Dollars ($150,000,000). The pro rata allocation shall be determined by reference to the electing Eligible Limited Partner's capital commitment relative to the aggregate capital commitments of all Limited Partners that have elected this provision. | Available only to Eligible Limited Partners whose aggregate capital commitments to the Fund (or the Fund Vehicles) equal or exceed One Hundred Fifty Million Dollars ($150,000,000). | A-4
A-5 | Enhanced Quarterly Reporting | Right to receive supplemental quarterly reports containing portfolio company-level operating data, leverage metrics (including net debt/EBITDA ratios and debt service coverage), and valuation detail beyond the information included in the Fund's standard quarterly reports delivered pursuant to Section 9.03 of the LPA. Supplemental reports will be delivered within sixty (60) days following the end of each fiscal quarter. | None beyond Eligible Limited Partner status (minimum capital commitment of $50,000,000). | A-5
A-6 | Annual In-Person Meeting | Right to an annual in-person meeting with members of the Fund's investment team, including at least one Key Person (as defined in the LPA — currently Marcus J. Harrowgate and Diana R. Castellano), at a mutually agreed time and location. Meetings will be scheduled annually during the first quarter of each calendar year, subject to reasonable scheduling accommodations. | None beyond Eligible Limited Partner status (minimum capital commitment of $50,000,000). | A-6
A-7 | Enhanced ESG Reporting | Right to receive an annual environmental, social, and governance ("ESG") report covering the Fund's portfolio, including ESG metrics, policies, and initiatives at the portfolio company level, as well as information regarding the Fund's compliance with any applicable ESG frameworks or standards adopted by the Sponsor. The annual ESG report will be delivered within ninety (90) days following the end of each calendar year. | None beyond Eligible Limited Partner status (minimum capital commitment of $50,000,000). | A-7
A-8 | Excuse Rights — Restricted Jurisdictions | Right to be excused from participation in a particular Fund investment if such investment is in a jurisdiction that the Eligible Limited Partner has identified as restricted under its investment policy or applicable law, provided that written notice of such excuse is given to the General Partner within the timeframe specified in Section 5.05 of the LPA. | Eligible Limited Partner must provide its restricted jurisdiction list to the General Partner upon election. The restricted jurisdiction list may be updated annually by written notice to the General Partner. | A-8
A-9 | Transfer Rights — Enhanced | Modifications to the standard transfer restrictions set forth in Article XII of the LPA permitting transfers of limited partnership interests to affiliates or related entities of the transferring Limited Partner without the prior written consent of the General Partner, subject to (i) compliance with applicable securities laws, (ii) the transferee's execution of a customary assumption agreement in form satisfactory to the General Partner, and (iii) the transferee's satisfaction of the Fund's KYC/AML requirements. | None beyond Eligible Limited Partner status (minimum capital commitment of $50,000,000). | A-9
A-10 | Key Person Event — Enhanced Notification | Right to receive written notice from the General Partner within five (5) business days of the occurrence of a Key Person Event (as defined in Section 7.04 of the LPA, referencing Marcus J. Harrowgate and Diana R. Castellano), together with a summary of the circumstances giving rise to such Key Person Event and a description of the General Partner's proposed course of action in response thereto. | None beyond Eligible Limited Partner status (minimum capital commitment of $50,000,000). | A-10
A-11 | GP Removal — Enhanced Notification | Right to receive written notice within three (3) business days of any Limited Partner proposal to exercise the no-fault removal provisions of Section 7.06 of the LPA (requiring the approval of seventy-five percent (75%) in interest of the Limited Partners, excluding commitments by the General Partner and its affiliates) or the for-cause removal provisions of Section 7.07 of the LPA (requiring the approval of a majority in interest of the Limited Partners). | None beyond Eligible Limited Partner status (minimum capital commitment of $50,000,000). | A-11

HARROWGATE PRIVATE EQUITY FUND V LP

MOST FAVORED NATION ELECTION NOTICE

EXHIBIT A

SCHEDULE OF AVAILABLE PROVISIONS

EXHIBIT B

MOST FAVORED NATION ELECTION FORM

Record

Parties

Dates

Amounts