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SIDE LETTER AGREEMENT

Harrowgate Private Equity Fund V LP

Dated as of August 15, 2025

This Side Letter Agreement (this "Side Letter") is entered into as of August 15, 2025 (the "First Close"), by and between:

HARROWGATE FUND V GP LLC, a Delaware limited liability company (the "General Partner"), acting in its capacity as general partner of Harrowgate Private Equity Fund V LP, a Delaware limited partnership (the "Fund" or the "Partnership"),

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

and

EDGECOMBE INSURANCE GROUP LTD., a Bermuda-domiciled insurance holding company (the "Investor" or the "Limited Partner"),

22 Front Street Hamilton HM 11, Bermuda

Attention: Alastair G. Dunmore, Head of Alternative Investments

Each of the General Partner and the Investor is referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Fund is a Delaware limited partnership formed pursuant to the Agreement of Limited Partnership dated as of August 15, 2025 (as amended, restated, supplemented, or otherwise modified from time to time, the "Partnership Agreement" or "LPA"), by and among Harrowgate Fund V GP LLC, as General Partner, and the limited partners party thereto from time to time;

WHEREAS, the Investor has submitted a Subscription Agreement to subscribe for limited partnership interests in the Fund in the aggregate amount of One Hundred Fifty Million Dollars ($150,000,000) (the "Commitment");

WHEREAS, the Investor is an insurance holding company organized under the laws of Bermuda, subject to regulation by the Bermuda Monetary Authority (the "BMA") and other applicable insurance regulatory authorities, and requires certain accommodations in connection with its investment in the Fund to comply with applicable insurance regulatory requirements, including but not limited to reporting, capital adequacy, and concentration limit requirements;

WHEREAS, the General Partner desires to grant the Investor certain rights, benefits, and accommodations set forth herein as an inducement to the Investor's subscription for limited partnership interests in the Fund, supplementing and, to the extent inconsistent, modifying the terms of the Partnership Agreement solely as between the General Partner and the Investor; and

WHEREAS, capitalized terms used but not defined herein shall have the meanings ascribed to them in the Partnership Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

SECTION 1: MANAGEMENT FEE REDUCTION

1.1 Early Close discount. In recognition of the Investor's commitment to subscribe for limited partnership interests in the Fund at the First Close, the management fee payable by the Investor during the Investment Period (as defined in the Partnership Agreement) shall be reduced by ten (10) basis points from the rate otherwise applicable under the Partnership Agreement. Accordingly, in lieu of the standard management fee rate of one and three-quarters percent (1.75%) per annum of committed capital during the Investment Period, the Investor shall pay a management fee at the rate of one and sixty-five hundredths percent (1.65%) per annum of committed capital during the Investment Period, prior to application of any additional discount set forth in Section 1.2 below.

1.2 Large LP discount. In further recognition of the fact that the Investor's Commitment equals or exceeds One Hundred Fifty Million Dollars ($150,000,000), the Investor shall be entitled to an additional reduction of five (5) basis points in the management fee applicable during the Investment Period. This Large LP discount shall be cumulative with and in addition to the Early Close discount set forth in Section 1.1 above.

1.3 Combined Rate. Taking into account the cumulative effect of the Early Close discount (10 basis points) and the Large LP discount (5 basis points), the management fee payable by the Investor during the Investment Period shall be one and sixty hundredths percent (1.60%) per annum of committed capital (i.e., the standard rate of 1.75% minus 10 basis points minus 5 basis points). For the avoidance of doubt, the post-Investment Period management fee of one and one-half percent (1.50%) per annum calculated on invested capital (net of realized dispositions) shall remain unchanged from the rate set forth in the Partnership Agreement and shall not be subject to any reduction under this Side Letter.

1.4 Calculation Mechanics. The discounted management fee applicable to the Investor pursuant to this Section 1 shall be calculated by the Fund Administrator, Pinnacle Fund Services LLC (the "Fund Administrator"), and shall be reflected in each capital call notice applicable to management fee funding directed to the Investor. The General Partner shall instruct the Fund Administrator to apply the reduced management fee rate to all capital call calculations pertaining to the Investor's share of management fees, commencing with the first capital call following the First Close. In the event of any discrepancy between the management fee amount reflected in a capital call notice and the rate set forth in this Section 1, the Investor shall promptly notify the General Partner, and the Parties shall cooperate in good faith to reconcile such discrepancy. Any overpayment of management fees attributable to the failure to apply the discount set forth herein shall be credited against the next succeeding capital call or, if no further capital calls are anticipated, refunded to the Investor within thirty (30) days following discovery of such overpayment.

SECTION 2: INSURANCE REGULATORY REPORTING ACCOMMODATIONS

2.1 Quarterly Look-Through Reporting. The General Partner shall provide, or cause to be provided, to the Investor, within forty-five (45) days following the end of each fiscal quarter of the Fund (i.e., each March 31, June 30, September 30, and December 31), a detailed look-through report of the Fund's portfolio investments (each, a "Quarterly Look-Through Report"). Each Quarterly Look-Through Report shall include, for each portfolio company or investment held by the Fund as of the end of the applicable fiscal quarter, the following information:

(a) the legal name of the portfolio company or issuer;

(b) the jurisdiction of organization or formation of such entity;

(c) the industry classification of such entity, including applicable North American Industry Classification System ("NAICS") codes and Standard Industrial Classification ("SIC") codes;

(d) the Fund's cost basis and estimated fair market value of the investment as of the end of the applicable fiscal quarter;

(e) the percentage ownership interest in such entity held by the Fund (on a fully diluted basis, to the extent reasonably determinable);

(f) the type of securities or instruments held by the Fund (including, without limitation, common equity, preferred equity, mezzanine debt, senior secured debt, convertible instruments, warrants, and any other securities or instruments);

(g) a description of any material encumbrances, liens, pledges, or security interests affecting the Fund's investment in such entity; and

(h) such additional information as the Investor may reasonably request from time to time to comply with reporting obligations to the BMA and any other applicable insurance regulatory authorities, provided that the General Partner shall not be required to disclose information that, in its reasonable judgment, would violate confidentiality obligations owed to third parties or applicable law.

2.2 Annual Schedule of Investments (NAIC-Compliant Format). The General Partner shall provide, or cause Pinnacle Fund Services LLC or Caldwell, Fitch & Hartley LLP (the Fund's independent auditor; audit engagement partner: Robert A. Fonseca) (the "Auditor") to provide, to the Investor, within ninety (90) days following the end of each fiscal year of the Fund (December 31), a Schedule of Investments prepared in a format that is compliant with the reporting requirements of the National Association of Insurance Commissioners ("NAIC") (each, an "NAIC Schedule"). Each NAIC Schedule shall include Schedule BA (Other Long-Term Invested Assets) and Schedule D (Long-Term Bonds and Stocks) detail, in each case as applicable to the Investor's general account investment in the Fund, and shall contain such additional detail as may be required by the NAIC's Accounting Practices and Procedures Manual, as updated from time to time, to enable the Investor and its regulated insurance subsidiaries and affiliates to comply with their statutory financial reporting obligations.

2.3 Regulatory Examination Cooperation. The General Partner shall reasonably cooperate with the Investor's requests for information in connection with any regulatory examination, audit, inquiry, or investigation by the BMA or any other applicable insurance regulatory authority, including, without limitation, providing the Investor and its regulators with access to the books and records of the Fund to the extent relating to the Investor's interest in the Fund. Such cooperation shall be subject to customary confidentiality protections, including the execution of a reasonable confidentiality or non-disclosure agreement by any regulatory authority requesting access to Fund information, to the extent permitted by applicable law and regulation. The General Partner shall designate a point of contact (initially, Catherine E. Loomis, General Counsel & Chief Compliance Officer of Harrowgate Capital Partners LLC) to coordinate the response to any such regulatory inquiry.

2.4 Format and Delivery. Reports and information to be provided pursuant to this Section 2 may be delivered to the Investor electronically via secure email, the Fund's investor portal, or other secure electronic means reasonably acceptable to the Investor. The Investor shall bear any incremental out-of-pocket costs incurred by the Fund, the General Partner, the Fund Administrator, or the Auditor in producing reports in formats specifically required by the Investor that differ materially from the Fund's standard investor reporting packages; provided, however, that the General Partner shall use commercially reasonable efforts to incorporate such requirements into the Fund's regular reporting cycle to minimize incremental costs, and shall consult with the Investor regarding any anticipated incremental costs before incurring the same.

2.5 Supplemental Capital Adequacy Reporting. Upon the reasonable request of the Investor, the General Partner shall provide, or cause to be provided, capital adequacy and risk-weighting data for the Fund's portfolio investments in a form reasonably acceptable to the Investor for purposes of the Investor's regulatory capital calculations under the BMA's Enhanced Capital Requirement framework or such other capital adequacy framework as may be applicable to the Investor from time to time. The Investor shall provide the General Partner with reasonable advance notice of the specific data elements required and the format in which such data is needed. The General Partner shall use commercially reasonable efforts to provide such data within a timeframe consistent with the Investor's regulatory filing deadlines.

SECTION 3: ENHANCED VALUATION REPORTING

3.1 Quarterly Valuation Statements. In addition to the annual audited financial statements prepared by Caldwell, Fitch & Hartley LLP as described in Section 3.3 below, the General Partner shall provide, or cause to be provided, to the Investor quarterly unaudited valuation statements within forty-five (45) days following the end of each calendar quarter (each, a "Quarterly Valuation Statement"). Each Quarterly Valuation Statement shall include: (a) fair value estimates for each portfolio investment held by the Fund as of the end of the applicable calendar quarter; (b) a description of the valuation methodology applied to each such portfolio investment (including, without limitation, whether the valuation was based on third-party appraisals, comparable public company or transaction analysis, discounted cash flow analysis, or other recognized methodologies); and (c) a notation of any material changes in valuation methodology from the immediately preceding quarterly period, together with a brief explanation of the reasons for such change.

3.2 Valuation Methodology Disclosure. The General Partner shall, upon the reasonable request of the Investor, provide the Investor with a written summary of the Fund's valuation policy (the "Valuation Policy"), including the Fund's approach to fair value measurement, the role and identity of any third-party valuation firms or appraisers engaged by the Fund or the General Partner, the use of comparable transaction data, discounted cash flow methodologies, and any other material aspects of the Fund's valuation process. The General Partner shall promptly notify the Investor in writing of any material change to the Valuation Policy, including any change in the Fund's primary independent valuation advisor or any fundamental change in the methodologies employed.

3.3 Annual Audited Financials. The Fund's annual audited financial statements, prepared in accordance with United States generally accepted accounting principles ("U.S. GAAP") and audited by Caldwell, Fitch & Hartley LLP, shall be delivered to the Investor within one hundred twenty (120) days following the end of each fiscal year of the Fund. The fiscal year of the Fund is the calendar year (January 1 through December 31). Such audited financial statements shall include a balance sheet, a statement of operations, a statement of changes in partners' capital, a statement of cash flows, a schedule of investments, and notes thereto, in each case prepared in conformity with U.S. GAAP.

SECTION 4: LPAC MEMBERSHIP

4.1 Designation. The General Partner agrees to designate the Investor as a member of the Limited Partner Advisory Committee (the "LPAC") of the Fund, effective as of the First Close. The Investor's initial designated representative on the LPAC shall be Alastair G. Dunmore, Head of Alternative Investments of Edgecombe Insurance Group Ltd. The Investor may change its designated representative at any time by providing written notice to the General Partner, and such change shall be effective upon receipt of such notice by the General Partner.

4.2 LPAC Scope. The LPAC shall consist of five (5) members, three (3) of whom shall be designated at the First Close and the remaining two (2) of whom shall be designated at or following subsequent closings. The LPAC's authority, quorum requirements, meeting procedures, voting mechanics, confidentiality obligations, and liability protections are governed by the LPAC Charter and Terms of Reference adopted pursuant to Article [●] of the Partnership Agreement (the "LPAC Charter"). The General Partner shall provide the Investor with a copy of the LPAC Charter promptly following the First Close, and shall provide advance notice of any proposed amendments thereto.

4.3 LPAC Authority. The scope of the LPAC's authority, as further set forth in the Partnership Agreement and the LPAC Charter, includes, without limitation: (a) review and approval of conflicts of interest and related-party transactions involving the General Partner, the Fund Manager, or their affiliates; (b) review of the Fund's valuation determinations and valuation processes; (c) approval of the extension of the Fund's term beyond the second one-year extension (i.e., the third one-year extension shall require the affirmative approval of a majority of the LPAC members); and (d) review and approval of waivers of investment restrictions and investment guidelines set forth in the Partnership Agreement. The LPAC shall meet no less frequently than semi-annually and may meet more frequently as circumstances require, in person or by teleconference or video conference.

4.4 No Fiduciary Duty. Service on the LPAC shall not impose any fiduciary duty on the Investor or its designated representative, whether to the Fund, the General Partner, any other Limited Partner, or any other person or entity. Neither the Investor nor its designated LPAC representative shall have any liability to the Fund, the General Partner, or any other Limited Partner by reason of the Investor's LPAC membership or any action taken or omitted in connection therewith, except in the case of bad faith or willful misconduct. The Investor and its designated LPAC representative shall be entitled to the benefit of the exculpation and indemnification provisions applicable to LPAC members set forth in the Partnership Agreement and the LPAC Charter.

SECTION 5: CO-INVESTMENT RIGHTS

5.1 Allocation Rights. The General Partner shall offer the Investor the opportunity to participate in co-investment opportunities alongside the Fund on a no-fee, no-carry basis (i.e., without the payment of any management fee or carried interest to the General Partner or any of its affiliates in respect of such co-investment), in respect of prospective portfolio investments where the aggregate equity investment (including the Fund's equity check and any co-investment capital from other investors) exceeds One Hundred Twenty-Five Million Dollars ($125,000,000). For reference, the Fund's target equity check range per portfolio investment is Seventy-Five Million Dollars ($75,000,000) to Two Hundred Fifty Million Dollars ($250,000,000).

5.2 Notice and Election. The General Partner shall provide the Investor with not less than five (5) business days' prior written notice (each, a "Co-Investment Notice") of any co-investment opportunity described in Section 5.1, which notice shall include: (a) a summary of the investment thesis and key transaction terms; (b) the proposed structure of the investment; (c) the total equity investment amount (including the Fund's allocation); (d) the available co-investment allocation; and (e) such other information as the General Partner, in its reasonable discretion, deems material to the Investor's evaluation of the opportunity, subject to customary confidentiality restrictions. The Investor shall have five (5) business days from receipt of such Co-Investment Notice to deliver written notice to the General Partner electing to participate in such co-investment opportunity, specifying the amount of the Investor's desired participation. Failure by the Investor to respond to a Co-Investment Notice within such five (5) business day period shall be deemed a declination by the Investor to participate in such co-investment opportunity. For the avoidance of doubt, the Investor shall have no obligation to participate in any co-investment opportunity offered pursuant to this Section 5.

5.3 Allocation Methodology. In the event that the aggregate amount of co-investment capital desired by all co-investors (including the Investor and any other Limited Partners or third parties with co-investment rights, whether pursuant to side letter agreements or otherwise) exceeds the available co-investment allocation, co-investment allocations shall be made on a pro rata basis among participating co-investors, subject to the General Partner's reasonable discretion to adjust allocations based on relevant factors, including the speed of commitment, the co-investor's ability to fund, and the overall relationship with the Fund. The General Partner shall endeavor to treat the Investor fairly in the allocation of co-investment opportunities relative to other co-investors with similar rights.

5.4 Co-Investment Terms. Co-investments by the Investor pursuant to this Section 5 shall be made on economic terms (including pricing, structuring, and governance rights) no less favorable than those applicable to the Fund's investment in the same portfolio company, unless the Investor expressly agrees otherwise. Co-investments shall not be subject to the management fee or carried interest payable to the General Partner under the Partnership Agreement. Co-investments may be structured through a special purpose vehicle established by the General Partner or its affiliates, or directly alongside the Fund, as determined by the General Partner in its reasonable discretion and communicated to the Investor prior to closing of the applicable co-investment.

SECTION 6: EXCUSE RIGHTS — INSURANCE REGULATORY CONCENTRATION LIMITS

6.1 Excuse Right. Notwithstanding any provision of the Partnership Agreement to the contrary (including, without limitation, any provision requiring Limited Partners to fund capital calls on a pro rata basis), if the Investor determines in good faith that its participation in any particular Fund investment would cause the Investor (or any regulated insurance subsidiary or affiliate thereof, including any entity within the Edgecombe Insurance Group whose capital or reserves are subject to insurance regulatory oversight) to exceed any investment concentration limit, asset class limitation, geographic restriction, or other investment restriction imposed by applicable insurance laws, regulations, rules, orders, or regulatory guidance (including, without limitation, those promulgated or administered by the BMA or any other applicable insurance regulatory authority in any jurisdiction in which the Investor or its regulated affiliates conduct business), the Investor may, by written notice to the General Partner delivered prior to the applicable capital call funding date (each, an "Excuse Notice"), be excused from participating in such investment (an "Excused Investment").

6.2 Effect of Excuse. If the Investor is excused from an investment pursuant to Section 6.1:

(a) the Investor's capital commitment shall not be called or drawn for purposes of such Excused Investment, and the capital call notice applicable to such Excused Investment shall be adjusted accordingly;

(b) the Investor shall not share in any returns (whether profits, losses, gains, income, deductions, or credits) attributable to such Excused Investment;

(c) the Investor's Commitment shall be reduced by the amount that would have been called from the Investor in respect of such Excused Investment but for the exercise of the excuse right set forth herein (the "Excused Amount"); and

(d) the General Partner shall use commercially reasonable efforts to reallocate the Excused Amount among other Limited Partners (in accordance with their respective pro rata shares, or otherwise in the General Partner's reasonable discretion) or to fund the investment from other available capital, including borrowings under the Fund's subscription credit facility.

For the avoidance of doubt, the exercise of the excuse right shall not affect the Investor's obligation to fund capital calls in respect of investments other than the Excused Investment, and the Investor shall continue to participate in all other Fund investments in accordance with the terms of the Partnership Agreement and this Side Letter.

6.3 Certification. Together with any Excuse Notice delivered pursuant to Section 6.1, the Investor shall provide to the General Partner a brief written certification from the Investor's chief compliance officer or general counsel (or equivalent officer) setting forth in reasonable detail the specific regulatory basis for the exercise of the excuse right, including identification of the applicable regulatory provision, the nature of the concentration limit or restriction that would be exceeded, and such other information as may be reasonably necessary for the General Partner to assess the bona fide regulatory basis for the excuse.

6.4 No Abuse. The Investor acknowledges and agrees that the excuse right set forth in this Section 6 is intended solely to address bona fide insurance regulatory requirements and shall not be used as a mechanism to avoid participation in Fund investments based on commercial preferences, investment judgment, or other considerations unrelated to applicable insurance regulatory requirements. The General Partner shall have the right, acting reasonably and in good faith, to challenge any exercise of the excuse right that it reasonably believes is not supported by a bona fide regulatory basis, and the Parties shall cooperate in good faith to resolve any such dispute.

SECTION 7: TRANSFER RIGHTS

7.1 Transfer to Affiliates. Notwithstanding the transfer restrictions set forth in the Partnership Agreement (including, without limitation, any requirement for the General Partner's prior written consent to transfers of limited partnership interests), the Investor may transfer all or any portion of its limited partnership interest in the Fund to any affiliate of the Investor (including any direct or indirect subsidiary of Edgecombe Insurance Group Ltd., whether currently existing or hereafter formed) without the consent of the General Partner, provided that such transferee:

(a) is a "qualified purchaser" within the meaning of Section 2(a)(51) of the Investment Company Act of 1940, as amended;

(b) is an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act of 1933, as amended;

(c) executes a Transfer Agreement and Assumption Agreement in the form prescribed by the Partnership Agreement, assuming all rights and obligations of the Investor under the Partnership Agreement (and, if applicable, this Side Letter) with respect to the transferred interest;

(d) provides all anti-money laundering ("AML"), know-your-customer ("KYC"), and tax documentation required by the Fund Administrator, Pinnacle Fund Services LLC, and as may be required under applicable law; and

(e) assumes all obligations of the Investor under the Partnership Agreement and this Side Letter with respect to the transferred interest, including, without limitation, the obligation to fund capital calls and comply with the confidentiality provisions hereof and of the Partnership Agreement.

The Investor shall provide the General Partner with not less than fifteen (15) days' prior written notice of any proposed affiliate transfer, together with evidence of the transferee's satisfaction of the conditions set forth in clauses (a) through (e) above. For purposes of this Section 7.1, "affiliate" shall have the meaning ascribed to such term in the Partnership Agreement.

7.2 General Partner Consent. All transfers of limited partnership interests other than affiliate transfers pursuant to Section 7.1 shall remain subject to the General Partner's prior written consent, which consent may be withheld, conditioned, or delayed in the General Partner's sole and absolute discretion, as provided in the Partnership Agreement. Nothing in this Side Letter shall be construed to expand the Investor's transfer rights beyond those expressly set forth in this Section 7.

SECTION 8: MOST FAVORED NATION

8.1 MFN Election Right. The Investor shall be entitled to the benefit of the most favored nation provisions set forth in the Partnership Agreement. Within thirty (30) days following the Final Close of the Fund (which shall occur no later than February 15, 2027, or such later date as the General Partner may determine in accordance with the Partnership Agreement) (the "Final Close"), the General Partner shall provide the Investor with a written summary (the "MFN Summary") of all material side letter provisions granted to any other Limited Partner of the Fund (or any parallel fund or alternative investment vehicle) that are more favorable in any material respect than the rights and benefits afforded to the Investor under this Side Letter or the Partnership Agreement. The MFN Summary shall exclude provisions that are personal in nature to such other Limited Partner, including, without limitation, provisions relating to compliance with freedom of information or public records laws applicable to governmental investors, sovereign immunity provisions applicable to sovereign wealth funds or governmental entities, and Sharia compliance provisions applicable to investors subject to Islamic finance requirements.

8.2 MFN Election Period. The Investor shall have thirty (30) days following receipt of the MFN Summary to deliver written notice to the General Partner (an "MFN Election Notice") electing to receive the benefit of any one or more of the provisions described in the MFN Summary. Upon delivery of a valid MFN Election Notice, the elected provisions shall be deemed incorporated into this Side Letter and shall be effective as of the date of the Investor's MFN Election Notice (or, if so provided in the applicable side letter provision, as of such earlier date as may be specified therein). For the avoidance of doubt, the Investor's Commitment of One Hundred Fifty Million Dollars ($150,000,000) exceeds the Fifty Million Dollar ($50,000,000) threshold for MFN eligibility set forth in the Partnership Agreement, and the Investor is therefore eligible to exercise MFN election rights hereunder.

8.3 Excluded Provisions. Notwithstanding the foregoing, the Investor's MFN election right shall not extend to provisions that are specific to the legal, tax, regulatory, or organizational status of another Limited Partner and that are not applicable to the Investor in light of the Investor's own legal, tax, regulatory, or organizational status. By way of example, and without limitation, excluded provisions include: (a) ERISA operating company covenants or plan asset representations applicable solely to benefit plan investors or investors that are subject to Part 4 of Subtitle B of Title I of ERISA; (b) unrelated business taxable income ("UBTI") blocker structure provisions or tax-exempt investor accommodations applicable solely to tax-exempt organizations described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended; and (c) governmental plan public records and open meetings law provisions applicable solely to state or local government pension plans or other governmental investors.

SECTION 9: CONFIDENTIALITY

9.1 Confidentiality of Side Letter. The terms and existence of this Side Letter are confidential. Neither Party shall disclose the terms of this Side Letter to any third party except:

(a) as required by applicable law, regulation, or legal process (including, without limitation, insurance regulatory filings and financial reporting obligations applicable to the Investor or its affiliates);

(b) to the Investor's professional advisors, including its legal counsel, accountants, auditors, actuaries, and regulatory counsel, in each case who are subject to professional duties of confidentiality or who have agreed to maintain the confidentiality of such information;

(c) as required in connection with the MFN process described in Section 8, provided that the General Partner may disclose the existence and general nature (but not the specific terms) of this Side Letter to other Limited Partners in connection with the MFN Summary;

(d) to the BMA or any other applicable insurance regulatory authority in connection with regulatory filings, examinations, or inquiries; and

(e) with the prior written consent of the other Party.

9.2 Fund Information. The Investor acknowledges the confidential and proprietary nature of information relating to the Fund, its portfolio investments, its investment strategies, and the identities and commitments of its Limited Partners. The Investor agrees to treat all non-public information regarding the Fund and its portfolio investments as confidential and to use such information solely for purposes related to the Investor's investment in the Fund and the Investor's internal portfolio management, risk management, regulatory compliance, and financial reporting. The foregoing confidentiality obligation is subject to disclosure: (a) to regulators as described in Section 9.1(d); (b) as otherwise permitted under the confidentiality provisions of the Partnership Agreement; and (c) as required by applicable law, regulation, or legal process.

SECTION 10: TAX MATTERS

10.1 Tax Reporting. The General Partner shall use commercially reasonable efforts to deliver Internal Revenue Service Schedule K-1s (Form 1065) (each, a "K-1") to the Investor within ninety (90) days following the end of each fiscal year of the Fund (December 31). In the event that final K-1s are not available within such ninety (90) day period, the General Partner shall provide draft or estimated K-1s to the Investor within seventy-five (75) days following the end of such fiscal year, with final K-1s to follow as promptly as practicable thereafter. The General Partner shall promptly notify the Investor if any previously delivered K-1 is amended or restated and shall deliver such amended or restated K-1 to the Investor within a commercially reasonable timeframe.

10.2 Withholding. The General Partner shall provide reasonable advance notice to the Investor of any anticipated withholding on distributions or allocations of income to the Investor, including the basis and estimated amount of such withholding. The General Partner shall cooperate with the Investor in minimizing the amount of any such withholding to the extent permitted by applicable law, including by accepting and processing any applicable withholding exemption certificates, treaty claims, or other tax documentation provided by the Investor. Nothing in this Section 10.2 shall require the General Partner to take any action that would, in the reasonable opinion of the General Partner's tax counsel, violate applicable law or expose the Fund or the General Partner to material tax liability or penalties.

10.3 Tax Elections. The General Partner shall consult with the Investor in advance of making any material tax election that would disproportionately affect the Investor's tax position as a Bermuda-domiciled insurance company, including, without limitation, any election under Section 754 of the Internal Revenue Code of 1986, as amended, any election to be classified or re-classified for U.S. federal income tax purposes, or any election relating to the treatment of effectively connected income. The foregoing consultation obligation shall not limit the General Partner's discretion to make such elections as the General Partner determines to be in the best interests of the Fund and the Limited Partners as a whole, taking into account the interests of the Investor.

SECTION 11: REPRESENTATIONS AND WARRANTIES OF THE INVESTOR

The Investor hereby represents and warrants to the General Partner as follows:

11.1 Authority. The Investor has full corporate power and authority to execute and deliver this Side Letter and to perform its obligations hereunder. The execution, delivery, and performance of this Side Letter have been duly authorized by all necessary corporate action on the part of the Investor, and this Side Letter constitutes the valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.

11.2 Qualified Purchaser. The Investor is a "qualified purchaser" within the meaning of Section 2(a)(51) of the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder, and is an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act of 1933, as amended.

11.3 ERISA Status. The Investor is not a "benefit plan investor" as defined in 29 C.F.R. § 2510.3-101(f)(2) (as modified by Section 3(42) of ERISA). None of the assets used to fund the Investor's Commitment constitute "plan assets" within the meaning of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended. The Investor is not a governmental plan, church plan, or other entity that is subject to any federal, state, local, or non-U.S. law that is substantially similar to the fiduciary responsibility or prohibited transaction provisions of ERISA or Section 4975 of the Internal Revenue Code.

11.4 Insurance Company Status. The Investor is an insurance holding company organized under the laws of Bermuda and regulated by the BMA. The Investor's investment in the Fund is being made from the general account assets of the Investor (the Investor's general account assets under management being approximately Twenty-Seven Billion Dollars ($27,000,000,000) as of the date hereof). The Investor is not investing in the Fund through any separate account maintained by the Investor.

11.5 Anti-Money Laundering. The Investor is in compliance with all applicable anti-money laundering laws and regulations, including, without limitation, the Bermuda Proceeds of Crime Act 1997, the Bermuda Anti-Terrorism (Financial and Other Measures) Act 2004, and, to the extent applicable, the USA PATRIOT Act of 2001. The Investor has completed all required KYC documentation and due diligence procedures with the Fund Administrator, Pinnacle Fund Services LLC. The Investor is not a person or entity named on any sanctions list maintained by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the United Nations Security Council, the European Union, or Her Majesty's Treasury of the United Kingdom, nor is the Investor owned or controlled by any such person or entity.

SECTION 12: KEY PERSON AND GP REMOVAL NOTIFICATIONS

12.1 Key Person Event Notice. The General Partner shall provide prompt written notice to the Investor upon the occurrence of a Key Person Event (as defined in the Partnership Agreement), which shall occur if either Marcus J. Harrowgate, Managing Partner, or Diana R. Castellano, Partner and Head of Investment Committee, ceases to devote substantially all of his or her professional time and attention to the affairs of the Fund during the Investment Period. In the event of a Key Person Event, the Investment Period shall be automatically suspended (and no new investments shall be made by the Fund during such suspension), unless and until the Key Person Event is cured to the satisfaction of the applicable standard set forth in the Partnership Agreement or waived by a majority-in-interest of the Limited Partners (excluding any commitments held by the General Partner or its affiliates). The General Partner shall keep the Investor reasonably informed of the status of any Key Person Event and any proposed cure or waiver thereof.

12.2 No-Fault and For-Cause Removal. The Investor acknowledges the removal provisions set forth in the Partnership Agreement, including: (a) the right of seventy-five percent (75%) in interest of the Limited Partners (excluding commitments held by the General Partner or its affiliates) to remove the General Partner without cause (a "No-Fault Removal"); and (b) the right of a majority in interest of the Limited Partners to remove the General Partner for cause (a "For-Cause Removal"), where "cause" includes fraud, willful misconduct, gross negligence in the performance of the General Partner's duties, a material breach of the Partnership Agreement that remains uncured after applicable notice and cure periods, or the bankruptcy or insolvency of the General Partner. The General Partner shall provide the Investor with prompt written notice of any removal proceeding initiated by the Limited Partners, and the Investor shall have the right to participate in any vote or consent solicitation relating thereto in accordance with the terms of the Partnership Agreement.

SECTION 13: FUND-LEVEL LEVERAGE

13.1 Subscription Facility Limitation. The General Partner confirms that borrowings under the Fund's subscription credit facility (or any similar credit facility secured by unfunded capital commitments of the Limited Partners) shall not exceed twenty-five percent (25%) of the aggregate uncalled commitments of the Limited Partners at any time, and that bridge financing for portfolio investments obtained through the subscription credit facility shall be limited to a maximum duration of one hundred eighty (180) days, in each case consistent with the limitations set forth in the Partnership Agreement.

13.2 Notice of Borrowings. The General Partner shall include in its quarterly reporting to the Investor (including the Quarterly Look-Through Reports and Quarterly Valuation Statements described in Sections 2 and 3 above) the outstanding balance and material terms of any borrowings under the subscription credit facility, including the identity of the lender, the applicable interest rate, and the remaining availability under such facility. As of the date hereof, the Fund has obtained an indicative commitment for a Five Hundred Million Dollar ($500,000,000) revolving subscription credit facility from Ashford National Bank, N.A., bearing interest at a rate of the Secured Overnight Financing Rate ("SOFR") plus 175 basis points on drawn amounts and a commitment fee of 25 basis points per annum on undrawn amounts. The General Partner shall promptly notify the Investor of any material amendment, modification, or replacement of the subscription credit facility.

SECTION 14: GENERAL PROVISIONS

14.1 Relationship to Partnership Agreement. This Side Letter supplements and, to the extent expressly inconsistent, modifies the terms of the Partnership Agreement solely as between the General Partner and the Investor. In all other respects, the Partnership Agreement remains in full force and effect and shall continue to govern the rights and obligations of the General Partner and the Investor with respect to the Fund. In the event of any conflict or inconsistency between the terms of this Side Letter and the terms of the Partnership Agreement, the terms of this Side Letter shall control as between the Parties hereto, but only to the extent of such conflict or inconsistency. This Side Letter shall not modify, amend, or affect the rights or obligations of any other Limited Partner of the Fund.

14.2 Parallel Fund / Offshore Feeder. If the Investor elects to invest all or a portion of its Commitment through Harrowgate Fund V Parallel LP, a Delaware limited partnership (the "Parallel Fund"), or any other alternative investment vehicle or feeder fund organized by the General Partner or its affiliates in connection with the Fund, rather than (or in addition to) the main Fund, the provisions of this Side Letter shall apply mutatis mutandis to such investment in the Parallel Fund or such other vehicle, and references herein to the "Fund" or the "Partnership" shall be deemed to include the Parallel Fund or such other vehicle, as applicable.

14.3 Governing Law. This Side Letter shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the conflicts of law principles thereof that would require the application of the laws of any other jurisdiction.

14.4 Dispute Resolution. Any dispute, controversy, or claim arising out of or relating to this Side Letter, including any question regarding its existence, validity, interpretation, or termination, 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 over a particular matter, the Superior Court of the State of Delaware, New Castle County), and each Party hereby irrevocably submits to the exclusive jurisdiction of such courts for such purpose and irrevocably waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any such proceeding in such courts or any claim that any such proceeding has been brought in an inconvenient forum.

14.5 Notices. All notices, requests, demands, consents, and other communications required or permitted to be given under this Side Letter shall be in writing and shall be deemed duly given when: (a) delivered personally; (b) sent by registered or certified mail, return receipt requested, postage prepaid; (c) sent by internationally recognized overnight courier (such as Tarrant & Co. or Severin Partners LLC); or (d) sent by email (with confirmation of receipt), addressed as follows:

If to the General Partner:

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 (which shall not constitute notice) to:

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

Attention: Graham Sutherland

If to the Investor:

Edgecombe Insurance Group Ltd. 22 Front Street Hamilton HM 11, Bermuda

Attention: Alastair G. Dunmore, Head of Alternative Investments

Either Party may change its address for purposes of this Section 14.5 by giving written notice of such change to the other Party in accordance with this Section.

14.6 Amendments. This Side Letter may not be amended, modified, supplemented, or waived except by a written instrument duly executed by both Parties. No failure or delay by either Party in exercising any right, power, or privilege under this Side Letter shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege hereunder.

14.7 Entire Agreement. This Side Letter, together with the Partnership Agreement, the Subscription Agreement, and any other ancillary documents executed in connection with the Investor's subscription for limited partnership interests in the Fund (including any Subscription Booklet, Transfer Agreement, or Power of Attorney), constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, commitments, offers, and agreements (whether written or oral) relating to such subject matter.

14.8 Successors and Assigns. This Side Letter shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns, including any transferee of the Investor's limited partnership interest in the Fund in accordance with the terms of this Side Letter and the Partnership Agreement. For the avoidance of doubt, the provisions of this Side Letter shall extend to any permitted transferee of the Investor's interest to the extent such transferee assumes the Investor's obligations hereunder.

14.9 Severability. If any provision of this Side Letter is held by a court of competent jurisdiction or other authority to be invalid, illegal, or unenforceable, the remaining provisions of this Side Letter shall remain in full force and effect and shall not be affected, impaired, or invalidated thereby. The Parties agree to negotiate in good faith a substitute provision that, to the greatest extent possible, achieves the intended economic and legal effect of the invalid, illegal, or unenforceable provision.

14.10 Counterparts. This Side Letter may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Side Letter by facsimile, portable document format (.pdf), or other electronic transmission (including via Brightwater Software or similar electronic signature platform) shall be effective as delivery of a manually executed counterpart.

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties have executed this Side Letter Agreement as of the date first written above.

HARROWGATE FUND V GP LLC (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: ________

EDGECOMBE INSURANCE GROUP LTD.

By: ________

Name: Alastair G. Dunmore

Title: Head of Alternative Investments

Date: ________

ACKNOWLEDGMENT OF FUND COUNSEL

This Side Letter was prepared with the assistance of Calderwood & Harkness LLP, counsel to the General Partner and the Fund. Calderwood & Harkness LLP does not represent the Investor in connection with this Side Letter or the Investor's investment in the Fund. The Investor has been advised to seek, and has been afforded the opportunity to obtain, independent legal counsel in connection with the negotiation, execution, and delivery of this Side Letter. Nothing in this Side Letter or in the involvement of Calderwood & Harkness LLP in its preparation shall be deemed to create an attorney-client relationship between Calderwood & Harkness LLP and the Investor.

SIDE LETTER AGREEMENT
Harrowgate Private Equity Fund V LP
Dated as of August 15, 2025
This Side Letter Agreement (this "Side Letter") is entered into as of August 15, 2025 (the "First Close"), by and between:
HARROWGATE FUND V GP LLC, a Delaware limited liability company (the "General Partner"), acting in its capacity as general partner of Harrowgate Private Equity Fund V LP, a Delaware limited partnership (the "Fund" or the "Partnership"),
c/o Harrowgate Capital Partners LLC 1200 Concord Pike, Suite 600 Wilmington, DE 19803
and
EDGECOMBE INSURANCE GROUP LTD., a Bermuda-domiciled insurance holding company (the "Investor" or the "Limited Partner"),
22 Front Street Hamilton HM 11, Bermuda
Attention: Alastair G. Dunmore, Head of Alternative Investments
Each of the General Partner and the Investor is referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, the Fund is a Delaware limited partnership formed pursuant to the Agreement of Limited Partnership dated as of August 15, 2025 (as amended, restated, supplemented, or otherwise modified from time to time, the "Partnership Agreement" or "LPA"), by and among Harrowgate Fund V GP LLC, as General Partner, and the limited partners party thereto from time to time;
WHEREAS, the Investor has submitted a Subscription Agreement to subscribe for limited partnership interests in the Fund in the aggregate amount of One Hundred Fifty Million Dollars ($150,000,000) (the "Commitment");
WHEREAS, the Investor is an insurance holding company organized under the laws of Bermuda, subject to regulation by the Bermuda Monetary Authority (the "BMA") and other applicable insurance regulatory authorities, and requires certain accommodations in connection with its investment in the Fund to comply with applicable insurance regulatory requirements, including but not limited to reporting, capital adequacy, and concentration limit requirements;
WHEREAS, the General Partner desires to grant the Investor certain rights, benefits, and accommodations set forth herein as an inducement to the Investor's subscription for limited partnership interests in the Fund, supplementing and, to the extent inconsistent, modifying the terms of the Partnership Agreement solely as between the General Partner and the Investor; and
WHEREAS, capitalized terms used but not defined herein shall have the meanings ascribed to them in the Partnership Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
SECTION 1: MANAGEMENT FEE REDUCTION
1.1 Early Close discount. In recognition of the Investor's commitment to subscribe for limited partnership interests in the Fund at the First Close, the management fee payable by the Investor during the Investment Period (as defined in the Partnership Agreement) shall be reduced by ten (10) basis points from the rate otherwise applicable under the Partnership Agreement. Accordingly, in lieu of the standard management fee rate of one and three-quarters percent (1.75%) per annum of committed capital during the Investment Period, the Investor shall pay a management fee at the rate of one and sixty-five hundredths percent (1.65%) per annum of committed capital during the Investment Period, prior to application of any additional discount set forth in Section 1.2 below.
1.2 Large LP discount. In further recognition of the fact that the Investor's Commitment equals or exceeds One Hundred Fifty Million Dollars ($150,000,000), the Investor shall be entitled to an additional reduction of five (5) basis points in the management fee applicable during the Investment Period. This Large LP discount shall be cumulative with and in addition to the Early Close discount set forth in Section 1.1 above.
1.3 Combined Rate. Taking into account the cumulative effect of the Early Close discount (10 basis points) and the Large LP discount (5 basis points), the management fee payable by the Investor during the Investment Period shall be one and sixty hundredths percent (1.60%) per annum of committed capital (i.e., the standard rate of 1.75% minus 10 basis points minus 5 basis points). For the avoidance of doubt, the post-Investment Period management fee of one and one-half percent (1.50%) per annum calculated on invested capital (net of realized dispositions) shall remain unchanged from the rate set forth in the Partnership Agreement and shall not be subject to any reduction under this Side Letter.
1.4 Calculation Mechanics. The discounted management fee applicable to the Investor pursuant to this Section 1 shall be calculated by the Fund Administrator, Pinnacle Fund Services LLC (the "Fund Administrator"), and shall be reflected in each capital call notice applicable to management fee funding directed to the Investor. The General Partner shall instruct the Fund Administrator to apply the reduced management fee rate to all capital call calculations pertaining to the Investor's share of management fees, commencing with the first capital call following the First Close. In the event of any discrepancy between the management fee amount reflected in a capital call notice and the rate set forth in this Section 1, the Investor shall promptly notify the General Partner, and the Parties shall cooperate in good faith to reconcile such discrepancy. Any overpayment of management fees attributable to the failure to apply the discount set forth herein shall be credited against the next succeeding capital call or, if no further capital calls are anticipated, refunded to the Investor within thirty (30) days following discovery of such overpayment.
SECTION 2: INSURANCE REGULATORY REPORTING ACCOMMODATIONS
2.1 Quarterly Look-Through Reporting. The General Partner shall provide, or cause to be provided, to the Investor, within forty-five (45) days following the end of each fiscal quarter of the Fund (i.e., each March 31, June 30, September 30, and December 31), a detailed look-through report of the Fund's portfolio investments (each, a "Quarterly Look-Through Report"). Each Quarterly Look-Through Report shall include, for each portfolio company or investment held by the Fund as of the end of the applicable fiscal quarter, the following information:
(a) the legal name of the portfolio company or issuer;
(b) the jurisdiction of organization or formation of such entity;
(c) the industry classification of such entity, including applicable North American Industry Classification System ("NAICS") codes and Standard Industrial Classification ("SIC") codes;
(d) the Fund's cost basis and estimated fair market value of the investment as of the end of the applicable fiscal quarter;
(e) the percentage ownership interest in such entity held by the Fund (on a fully diluted basis, to the extent reasonably determinable);
(f) the type of securities or instruments held by the Fund (including, without limitation, common equity, preferred equity, mezzanine debt, senior secured debt, convertible instruments, warrants, and any other securities or instruments);
(g) a description of any material encumbrances, liens, pledges, or security interests affecting the Fund's investment in such entity; and
(h) such additional information as the Investor may reasonably request from time to time to comply with reporting obligations to the BMA and any other applicable insurance regulatory authorities, provided that the General Partner shall not be required to disclose information that, in its reasonable judgment, would violate confidentiality obligations owed to third parties or applicable law.
2.2 Annual Schedule of Investments (NAIC-Compliant Format). The General Partner shall provide, or cause Pinnacle Fund Services LLC or Caldwell, Fitch & Hartley LLP (the Fund's independent auditor; audit engagement partner: Robert A. Fonseca) (the "Auditor") to provide, to the Investor, within ninety (90) days following the end of each fiscal year of the Fund (December 31), a Schedule of Investments prepared in a format that is compliant with the reporting requirements of the National Association of Insurance Commissioners ("NAIC") (each, an "NAIC Schedule"). Each NAIC Schedule shall include Schedule BA (Other Long-Term Invested Assets) and Schedule D (Long-Term Bonds and Stocks) detail, in each case as applicable to the Investor's general account investment in the Fund, and shall contain such additional detail as may be required by the NAIC's Accounting Practices and Procedures Manual, as updated from time to time, to enable the Investor and its regulated insurance subsidiaries and affiliates to comply with their statutory financial reporting obligations.
2.3 Regulatory Examination Cooperation. The General Partner shall reasonably cooperate with the Investor's requests for information in connection with any regulatory examination, audit, inquiry, or investigation by the BMA or any other applicable insurance regulatory authority, including, without limitation, providing the Investor and its regulators with access to the books and records of the Fund to the extent relating to the Investor's interest in the Fund. Such cooperation shall be subject to customary confidentiality protections, including the execution of a reasonable confidentiality or non-disclosure agreement by any regulatory authority requesting access to Fund information, to the extent permitted by applicable law and regulation. The General Partner shall designate a point of contact (initially, Catherine E. Loomis, General Counsel & Chief Compliance Officer of Harrowgate Capital Partners LLC) to coordinate the response to any such regulatory inquiry.
2.4 Format and Delivery. Reports and information to be provided pursuant to this Section 2 may be delivered to the Investor electronically via secure email, the Fund's investor portal, or other secure electronic means reasonably acceptable to the Investor. The Investor shall bear any incremental out-of-pocket costs incurred by the Fund, the General Partner, the Fund Administrator, or the Auditor in producing reports in formats specifically required by the Investor that differ materially from the Fund's standard investor reporting packages; provided, however, that the General Partner shall use commercially reasonable efforts to incorporate such requirements into the Fund's regular reporting cycle to minimize incremental costs, and shall consult with the Investor regarding any anticipated incremental costs before incurring the same.
2.5 Supplemental Capital Adequacy Reporting. Upon the reasonable request of the Investor, the General Partner shall provide, or cause to be provided, capital adequacy and risk-weighting data for the Fund's portfolio investments in a form reasonably acceptable to the Investor for purposes of the Investor's regulatory capital calculations under the BMA's Enhanced Capital Requirement framework or such other capital adequacy framework as may be applicable to the Investor from time to time. The Investor shall provide the General Partner with reasonable advance notice of the specific data elements required and the format in which such data is needed. The General Partner shall use commercially reasonable efforts to provide such data within a timeframe consistent with the Investor's regulatory filing deadlines.
SECTION 3: ENHANCED VALUATION REPORTING
3.1 Quarterly Valuation Statements. In addition to the annual audited financial statements prepared by Caldwell, Fitch & Hartley LLP as described in Section 3.3 below, the General Partner shall provide, or cause to be provided, to the Investor quarterly unaudited valuation statements within forty-five (45) days following the end of each calendar quarter (each, a "Quarterly Valuation Statement"). Each Quarterly Valuation Statement shall include: (a) fair value estimates for each portfolio investment held by the Fund as of the end of the applicable calendar quarter; (b) a description of the valuation methodology applied to each such portfolio investment (including, without limitation, whether the valuation was based on third-party appraisals, comparable public company or transaction analysis, discounted cash flow analysis, or other recognized methodologies); and (c) a notation of any material changes in valuation methodology from the immediately preceding quarterly period, together with a brief explanation of the reasons for such change.
3.2 Valuation Methodology Disclosure. The General Partner shall, upon the reasonable request of the Investor, provide the Investor with a written summary of the Fund's valuation policy (the "Valuation Policy"), including the Fund's approach to fair value measurement, the role and identity of any third-party valuation firms or appraisers engaged by the Fund or the General Partner, the use of comparable transaction data, discounted cash flow methodologies, and any other material aspects of the Fund's valuation process. The General Partner shall promptly notify the Investor in writing of any material change to the Valuation Policy, including any change in the Fund's primary independent valuation advisor or any fundamental change in the methodologies employed.
3.3 Annual Audited Financials. The Fund's annual audited financial statements, prepared in accordance with United States generally accepted accounting principles ("U.S. GAAP") and audited by Caldwell, Fitch & Hartley LLP, shall be delivered to the Investor within one hundred twenty (120) days following the end of each fiscal year of the Fund. The fiscal year of the Fund is the calendar year (January 1 through December 31). Such audited financial statements shall include a balance sheet, a statement of operations, a statement of changes in partners' capital, a statement of cash flows, a schedule of investments, and notes thereto, in each case prepared in conformity with U.S. GAAP.
SECTION 4: LPAC MEMBERSHIP
4.1 Designation. The General Partner agrees to designate the Investor as a member of the Limited Partner Advisory Committee (the "LPAC") of the Fund, effective as of the First Close. The Investor's initial designated representative on the LPAC shall be Alastair G. Dunmore, Head of Alternative Investments of Edgecombe Insurance Group Ltd. The Investor may change its designated representative at any time by providing written notice to the General Partner, and such change shall be effective upon receipt of such notice by the General Partner.
4.2 LPAC Scope. The LPAC shall consist of five (5) members, three (3) of whom shall be designated at the First Close and the remaining two (2) of whom shall be designated at or following subsequent closings. The LPAC's authority, quorum requirements, meeting procedures, voting mechanics, confidentiality obligations, and liability protections are governed by the LPAC Charter and Terms of Reference adopted pursuant to Article [●] of the Partnership Agreement (the "LPAC Charter"). The General Partner shall provide the Investor with a copy of the LPAC Charter promptly following the First Close, and shall provide advance notice of any proposed amendments thereto.
4.3 LPAC Authority. The scope of the LPAC's authority, as further set forth in the Partnership Agreement and the LPAC Charter, includes, without limitation: (a) review and approval of conflicts of interest and related-party transactions involving the General Partner, the Fund Manager, or their affiliates; (b) review of the Fund's valuation determinations and valuation processes; (c) approval of the extension of the Fund's term beyond the second one-year extension (i.e., the third one-year extension shall require the affirmative approval of a majority of the LPAC members); and (d) review and approval of waivers of investment restrictions and investment guidelines set forth in the Partnership Agreement. The LPAC shall meet no less frequently than semi-annually and may meet more frequently as circumstances require, in person or by teleconference or video conference.
4.4 No Fiduciary Duty. Service on the LPAC shall not impose any fiduciary duty on the Investor or its designated representative, whether to the Fund, the General Partner, any other Limited Partner, or any other person or entity. Neither the Investor nor its designated LPAC representative shall have any liability to the Fund, the General Partner, or any other Limited Partner by reason of the Investor's LPAC membership or any action taken or omitted in connection therewith, except in the case of bad faith or willful misconduct. The Investor and its designated LPAC representative shall be entitled to the benefit of the exculpation and indemnification provisions applicable to LPAC members set forth in the Partnership Agreement and the LPAC Charter.
SECTION 5: CO-INVESTMENT RIGHTS
5.1 Allocation Rights. The General Partner shall offer the Investor the opportunity to participate in co-investment opportunities alongside the Fund on a no-fee, no-carry basis (i.e., without the payment of any management fee or carried interest to the General Partner or any of its affiliates in respect of such co-investment), in respect of prospective portfolio investments where the aggregate equity investment (including the Fund's equity check and any co-investment capital from other investors) exceeds One Hundred Twenty-Five Million Dollars ($125,000,000). For reference, the Fund's target equity check range per portfolio investment is Seventy-Five Million Dollars ($75,000,000) to Two Hundred Fifty Million Dollars ($250,000,000).
5.2 Notice and Election. The General Partner shall provide the Investor with not less than five (5) business days' prior written notice (each, a "Co-Investment Notice") of any co-investment opportunity described in Section 5.1, which notice shall include: (a) a summary of the investment thesis and key transaction terms; (b) the proposed structure of the investment; (c) the total equity investment amount (including the Fund's allocation); (d) the available co-investment allocation; and (e) such other information as the General Partner, in its reasonable discretion, deems material to the Investor's evaluation of the opportunity, subject to customary confidentiality restrictions. The Investor shall have five (5) business days from receipt of such Co-Investment Notice to deliver written notice to the General Partner electing to participate in such co-investment opportunity, specifying the amount of the Investor's desired participation. Failure by the Investor to respond to a Co-Investment Notice within such five (5) business day period shall be deemed a declination by the Investor to participate in such co-investment opportunity. For the avoidance of doubt, the Investor shall have no obligation to participate in any co-investment opportunity offered pursuant to this Section 5.
5.3 Allocation Methodology. In the event that the aggregate amount of co-investment capital desired by all co-investors (including the Investor and any other Limited Partners or third parties with co-investment rights, whether pursuant to side letter agreements or otherwise) exceeds the available co-investment allocation, co-investment allocations shall be made on a pro rata basis among participating co-investors, subject to the General Partner's reasonable discretion to adjust allocations based on relevant factors, including the speed of commitment, the co-investor's ability to fund, and the overall relationship with the Fund. The General Partner shall endeavor to treat the Investor fairly in the allocation of co-investment opportunities relative to other co-investors with similar rights.
5.4 Co-Investment Terms. Co-investments by the Investor pursuant to this Section 5 shall be made on economic terms (including pricing, structuring, and governance rights) no less favorable than those applicable to the Fund's investment in the same portfolio company, unless the Investor expressly agrees otherwise. Co-investments shall not be subject to the management fee or carried interest payable to the General Partner under the Partnership Agreement. Co-investments may be structured through a special purpose vehicle established by the General Partner or its affiliates, or directly alongside the Fund, as determined by the General Partner in its reasonable discretion and communicated to the Investor prior to closing of the applicable co-investment.
SECTION 6: EXCUSE RIGHTS — INSURANCE REGULATORY CONCENTRATION LIMITS
6.1 Excuse Right. Notwithstanding any provision of the Partnership Agreement to the contrary (including, without limitation, any provision requiring Limited Partners to fund capital calls on a pro rata basis), if the Investor determines in good faith that its participation in any particular Fund investment would cause the Investor (or any regulated insurance subsidiary or affiliate thereof, including any entity within the Edgecombe Insurance Group whose capital or reserves are subject to insurance regulatory oversight) to exceed any investment concentration limit, asset class limitation, geographic restriction, or other investment restriction imposed by applicable insurance laws, regulations, rules, orders, or regulatory guidance (including, without limitation, those promulgated or administered by the BMA or any other applicable insurance regulatory authority in any jurisdiction in which the Investor or its regulated affiliates conduct business), the Investor may, by written notice to the General Partner delivered prior to the applicable capital call funding date (each, an "Excuse Notice"), be excused from participating in such investment (an "Excused Investment").
6.2 Effect of Excuse. If the Investor is excused from an investment pursuant to Section 6.1:
(a) the Investor's capital commitment shall not be called or drawn for purposes of such Excused Investment, and the capital call notice applicable to such Excused Investment shall be adjusted accordingly;
(b) the Investor shall not share in any returns (whether profits, losses, gains, income, deductions, or credits) attributable to such Excused Investment;
(c) the Investor's Commitment shall be reduced by the amount that would have been called from the Investor in respect of such Excused Investment but for the exercise of the excuse right set forth herein (the "Excused Amount"); and
(d) the General Partner shall use commercially reasonable efforts to reallocate the Excused Amount among other Limited Partners (in accordance with their respective pro rata shares, or otherwise in the General Partner's reasonable discretion) or to fund the investment from other available capital, including borrowings under the Fund's subscription credit facility.
For the avoidance of doubt, the exercise of the excuse right shall not affect the Investor's obligation to fund capital calls in respect of investments other than the Excused Investment, and the Investor shall continue to participate in all other Fund investments in accordance with the terms of the Partnership Agreement and this Side Letter.
6.3 Certification. Together with any Excuse Notice delivered pursuant to Section 6.1, the Investor shall provide to the General Partner a brief written certification from the Investor's chief compliance officer or general counsel (or equivalent officer) setting forth in reasonable detail the specific regulatory basis for the exercise of the excuse right, including identification of the applicable regulatory provision, the nature of the concentration limit or restriction that would be exceeded, and such other information as may be reasonably necessary for the General Partner to assess the bona fide regulatory basis for the excuse.
6.4 No Abuse. The Investor acknowledges and agrees that the excuse right set forth in this Section 6 is intended solely to address bona fide insurance regulatory requirements and shall not be used as a mechanism to avoid participation in Fund investments based on commercial preferences, investment judgment, or other considerations unrelated to applicable insurance regulatory requirements. The General Partner shall have the right, acting reasonably and in good faith, to challenge any exercise of the excuse right that it reasonably believes is not supported by a bona fide regulatory basis, and the Parties shall cooperate in good faith to resolve any such dispute.
SECTION 7: TRANSFER RIGHTS
7.1 Transfer to Affiliates. Notwithstanding the transfer restrictions set forth in the Partnership Agreement (including, without limitation, any requirement for the General Partner's prior written consent to transfers of limited partnership interests), the Investor may transfer all or any portion of its limited partnership interest in the Fund to any affiliate of the Investor (including any direct or indirect subsidiary of Edgecombe Insurance Group Ltd., whether currently existing or hereafter formed) without the consent of the General Partner, provided that such transferee:
(a) is a "qualified purchaser" within the meaning of Section 2(a)(51) of the Investment Company Act of 1940, as amended;
(b) is an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act of 1933, as amended;
(c) executes a Transfer Agreement and Assumption Agreement in the form prescribed by the Partnership Agreement, assuming all rights and obligations of the Investor under the Partnership Agreement (and, if applicable, this Side Letter) with respect to the transferred interest;
(d) provides all anti-money laundering ("AML"), know-your-customer ("KYC"), and tax documentation required by the Fund Administrator, Pinnacle Fund Services LLC, and as may be required under applicable law; and
(e) assumes all obligations of the Investor under the Partnership Agreement and this Side Letter with respect to the transferred interest, including, without limitation, the obligation to fund capital calls and comply with the confidentiality provisions hereof and of the Partnership Agreement.
The Investor shall provide the General Partner with not less than fifteen (15) days' prior written notice of any proposed affiliate transfer, together with evidence of the transferee's satisfaction of the conditions set forth in clauses (a) through (e) above. For purposes of this Section 7.1, "affiliate" shall have the meaning ascribed to such term in the Partnership Agreement.
7.2 General Partner Consent. All transfers of limited partnership interests other than affiliate transfers pursuant to Section 7.1 shall remain subject to the General Partner's prior written consent, which consent may be withheld, conditioned, or delayed in the General Partner's sole and absolute discretion, as provided in the Partnership Agreement. Nothing in this Side Letter shall be construed to expand the Investor's transfer rights beyond those expressly set forth in this Section 7.
SECTION 8: MOST FAVORED NATION
8.1 MFN Election Right. The Investor shall be entitled to the benefit of the most favored nation provisions set forth in the Partnership Agreement. Within thirty (30) days following the Final Close of the Fund (which shall occur no later than February 15, 2027, or such later date as the General Partner may determine in accordance with the Partnership Agreement) (the "Final Close"), the General Partner shall provide the Investor with a written summary (the "MFN Summary") of all material side letter provisions granted to any other Limited Partner of the Fund (or any parallel fund or alternative investment vehicle) that are more favorable in any material respect than the rights and benefits afforded to the Investor under this Side Letter or the Partnership Agreement. The MFN Summary shall exclude provisions that are personal in nature to such other Limited Partner, including, without limitation, provisions relating to compliance with freedom of information or public records laws applicable to governmental investors, sovereign immunity provisions applicable to sovereign wealth funds or governmental entities, and Sharia compliance provisions applicable to investors subject to Islamic finance requirements.
8.2 MFN Election Period. The Investor shall have thirty (30) days following receipt of the MFN Summary to deliver written notice to the General Partner (an "MFN Election Notice") electing to receive the benefit of any one or more of the provisions described in the MFN Summary. Upon delivery of a valid MFN Election Notice, the elected provisions shall be deemed incorporated into this Side Letter and shall be effective as of the date of the Investor's MFN Election Notice (or, if so provided in the applicable side letter provision, as of such earlier date as may be specified therein). For the avoidance of doubt, the Investor's Commitment of One Hundred Fifty Million Dollars ($150,000,000) exceeds the Fifty Million Dollar ($50,000,000) threshold for MFN eligibility set forth in the Partnership Agreement, and the Investor is therefore eligible to exercise MFN election rights hereunder.
8.3 Excluded Provisions. Notwithstanding the foregoing, the Investor's MFN election right shall not extend to provisions that are specific to the legal, tax, regulatory, or organizational status of another Limited Partner and that are not applicable to the Investor in light of the Investor's own legal, tax, regulatory, or organizational status. By way of example, and without limitation, excluded provisions include: (a) ERISA operating company covenants or plan asset representations applicable solely to benefit plan investors or investors that are subject to Part 4 of Subtitle B of Title I of ERISA; (b) unrelated business taxable income ("UBTI") blocker structure provisions or tax-exempt investor accommodations applicable solely to tax-exempt organizations described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended; and (c) governmental plan public records and open meetings law provisions applicable solely to state or local government pension plans or other governmental investors.
SECTION 9: CONFIDENTIALITY
9.1 Confidentiality of Side Letter. The terms and existence of this Side Letter are confidential. Neither Party shall disclose the terms of this Side Letter to any third party except:
(a) as required by applicable law, regulation, or legal process (including, without limitation, insurance regulatory filings and financial reporting obligations applicable to the Investor or its affiliates);
(b) to the Investor's professional advisors, including its legal counsel, accountants, auditors, actuaries, and regulatory counsel, in each case who are subject to professional duties of confidentiality or who have agreed to maintain the confidentiality of such information;
(c) as required in connection with the MFN process described in Section 8, provided that the General Partner may disclose the existence and general nature (but not the specific terms) of this Side Letter to other Limited Partners in connection with the MFN Summary;
(d) to the BMA or any other applicable insurance regulatory authority in connection with regulatory filings, examinations, or inquiries; and
(e) with the prior written consent of the other Party.
9.2 Fund Information. The Investor acknowledges the confidential and proprietary nature of information relating to the Fund, its portfolio investments, its investment strategies, and the identities and commitments of its Limited Partners. The Investor agrees to treat all non-public information regarding the Fund and its portfolio investments as confidential and to use such information solely for purposes related to the Investor's investment in the Fund and the Investor's internal portfolio management, risk management, regulatory compliance, and financial reporting. The foregoing confidentiality obligation is subject to disclosure: (a) to regulators as described in Section 9.1(d); (b) as otherwise permitted under the confidentiality provisions of the Partnership Agreement; and (c) as required by applicable law, regulation, or legal process.
SECTION 10: TAX MATTERS
10.1 Tax Reporting. The General Partner shall use commercially reasonable efforts to deliver Internal Revenue Service Schedule K-1s (Form 1065) (each, a "K-1") to the Investor within ninety (90) days following the end of each fiscal year of the Fund (December 31). In the event that final K-1s are not available within such ninety (90) day period, the General Partner shall provide draft or estimated K-1s to the Investor within seventy-five (75) days following the end of such fiscal year, with final K-1s to follow as promptly as practicable thereafter. The General Partner shall promptly notify the Investor if any previously delivered K-1 is amended or restated and shall deliver such amended or restated K-1 to the Investor within a commercially reasonable timeframe.
10.2 Withholding. The General Partner shall provide reasonable advance notice to the Investor of any anticipated withholding on distributions or allocations of income to the Investor, including the basis and estimated amount of such withholding. The General Partner shall cooperate with the Investor in minimizing the amount of any such withholding to the extent permitted by applicable law, including by accepting and processing any applicable withholding exemption certificates, treaty claims, or other tax documentation provided by the Investor. Nothing in this Section 10.2 shall require the General Partner to take any action that would, in the reasonable opinion of the General Partner's tax counsel, violate applicable law or expose the Fund or the General Partner to material tax liability or penalties.
10.3 Tax Elections. The General Partner shall consult with the Investor in advance of making any material tax election that would disproportionately affect the Investor's tax position as a Bermuda-domiciled insurance company, including, without limitation, any election under Section 754 of the Internal Revenue Code of 1986, as amended, any election to be classified or re-classified for U.S. federal income tax purposes, or any election relating to the treatment of effectively connected income. The foregoing consultation obligation shall not limit the General Partner's discretion to make such elections as the General Partner determines to be in the best interests of the Fund and the Limited Partners as a whole, taking into account the interests of the Investor.
SECTION 11: REPRESENTATIONS AND WARRANTIES OF THE INVESTOR
The Investor hereby represents and warrants to the General Partner as follows:
11.1 Authority. The Investor has full corporate power and authority to execute and deliver this Side Letter and to perform its obligations hereunder. The execution, delivery, and performance of this Side Letter have been duly authorized by all necessary corporate action on the part of the Investor, and this Side Letter constitutes the valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.
11.2 Qualified Purchaser. The Investor is a "qualified purchaser" within the meaning of Section 2(a)(51) of the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder, and is an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act of 1933, as amended.
11.3 ERISA Status. The Investor is not a "benefit plan investor" as defined in 29 C.F.R. § 2510.3-101(f)(2) (as modified by Section 3(42) of ERISA). None of the assets used to fund the Investor's Commitment constitute "plan assets" within the meaning of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended. The Investor is not a governmental plan, church plan, or other entity that is subject to any federal, state, local, or non-U.S. law that is substantially similar to the fiduciary responsibility or prohibited transaction provisions of ERISA or Section 4975 of the Internal Revenue Code.
11.4 Insurance Company Status. The Investor is an insurance holding company organized under the laws of Bermuda and regulated by the BMA. The Investor's investment in the Fund is being made from the general account assets of the Investor (the Investor's general account assets under management being approximately Twenty-Seven Billion Dollars ($27,000,000,000) as of the date hereof). The Investor is not investing in the Fund through any separate account maintained by the Investor.
11.5 Anti-Money Laundering. The Investor is in compliance with all applicable anti-money laundering laws and regulations, including, without limitation, the Bermuda Proceeds of Crime Act 1997, the Bermuda Anti-Terrorism (Financial and Other Measures) Act 2004, and, to the extent applicable, the USA PATRIOT Act of 2001. The Investor has completed all required KYC documentation and due diligence procedures with the Fund Administrator, Pinnacle Fund Services LLC. The Investor is not a person or entity named on any sanctions list maintained by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the United Nations Security Council, the European Union, or Her Majesty's Treasury of the United Kingdom, nor is the Investor owned or controlled by any such person or entity.
SECTION 12: KEY PERSON AND GP REMOVAL NOTIFICATIONS
12.1 Key Person Event Notice. The General Partner shall provide prompt written notice to the Investor upon the occurrence of a Key Person Event (as defined in the Partnership Agreement), which shall occur if either Marcus J. Harrowgate, Managing Partner, or Diana R. Castellano, Partner and Head of Investment Committee, ceases to devote substantially all of his or her professional time and attention to the affairs of the Fund during the Investment Period. In the event of a Key Person Event, the Investment Period shall be automatically suspended (and no new investments shall be made by the Fund during such suspension), unless and until the Key Person Event is cured to the satisfaction of the applicable standard set forth in the Partnership Agreement or waived by a majority-in-interest of the Limited Partners (excluding any commitments held by the General Partner or its affiliates). The General Partner shall keep the Investor reasonably informed of the status of any Key Person Event and any proposed cure or waiver thereof.
12.2 No-Fault and For-Cause Removal. The Investor acknowledges the removal provisions set forth in the Partnership Agreement, including: (a) the right of seventy-five percent (75%) in interest of the Limited Partners (excluding commitments held by the General Partner or its affiliates) to remove the General Partner without cause (a "No-Fault Removal"); and (b) the right of a majority in interest of the Limited Partners to remove the General Partner for cause (a "For-Cause Removal"), where "cause" includes fraud, willful misconduct, gross negligence in the performance of the General Partner's duties, a material breach of the Partnership Agreement that remains uncured after applicable notice and cure periods, or the bankruptcy or insolvency of the General Partner. The General Partner shall provide the Investor with prompt written notice of any removal proceeding initiated by the Limited Partners, and the Investor shall have the right to participate in any vote or consent solicitation relating thereto in accordance with the terms of the Partnership Agreement.
SECTION 13: FUND-LEVEL LEVERAGE
13.1 Subscription Facility Limitation. The General Partner confirms that borrowings under the Fund's subscription credit facility (or any similar credit facility secured by unfunded capital commitments of the Limited Partners) shall not exceed twenty-five percent (25%) of the aggregate uncalled commitments of the Limited Partners at any time, and that bridge financing for portfolio investments obtained through the subscription credit facility shall be limited to a maximum duration of one hundred eighty (180) days, in each case consistent with the limitations set forth in the Partnership Agreement.
13.2 Notice of Borrowings. The General Partner shall include in its quarterly reporting to the Investor (including the Quarterly Look-Through Reports and Quarterly Valuation Statements described in Sections 2 and 3 above) the outstanding balance and material terms of any borrowings under the subscription credit facility, including the identity of the lender, the applicable interest rate, and the remaining availability under such facility. As of the date hereof, the Fund has obtained an indicative commitment for a Five Hundred Million Dollar ($500,000,000) revolving subscription credit facility from Ashford National Bank, N.A., bearing interest at a rate of the Secured Overnight Financing Rate ("SOFR") plus 175 basis points on drawn amounts and a commitment fee of 25 basis points per annum on undrawn amounts. The General Partner shall promptly notify the Investor of any material amendment, modification, or replacement of the subscription credit facility.
SECTION 14: GENERAL PROVISIONS
14.1 Relationship to Partnership Agreement. This Side Letter supplements and, to the extent expressly inconsistent, modifies the terms of the Partnership Agreement solely as between the General Partner and the Investor. In all other respects, the Partnership Agreement remains in full force and effect and shall continue to govern the rights and obligations of the General Partner and the Investor with respect to the Fund. In the event of any conflict or inconsistency between the terms of this Side Letter and the terms of the Partnership Agreement, the terms of this Side Letter shall control as between the Parties hereto, but only to the extent of such conflict or inconsistency. This Side Letter shall not modify, amend, or affect the rights or obligations of any other Limited Partner of the Fund.
14.2 Parallel Fund / Offshore Feeder. If the Investor elects to invest all or a portion of its Commitment through Harrowgate Fund V Parallel LP, a Delaware limited partnership (the "Parallel Fund"), or any other alternative investment vehicle or feeder fund organized by the General Partner or its affiliates in connection with the Fund, rather than (or in addition to) the main Fund, the provisions of this Side Letter shall apply mutatis mutandis to such investment in the Parallel Fund or such other vehicle, and references herein to the "Fund" or the "Partnership" shall be deemed to include the Parallel Fund or such other vehicle, as applicable.
14.3 Governing Law. This Side Letter shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the conflicts of law principles thereof that would require the application of the laws of any other jurisdiction.
14.4 Dispute Resolution. Any dispute, controversy, or claim arising out of or relating to this Side Letter, including any question regarding its existence, validity, interpretation, or termination, 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 over a particular matter, the Superior Court of the State of Delaware, New Castle County), and each Party hereby irrevocably submits to the exclusive jurisdiction of such courts for such purpose and irrevocably waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any such proceeding in such courts or any claim that any such proceeding has been brought in an inconvenient forum.
14.5 Notices. All notices, requests, demands, consents, and other communications required or permitted to be given under this Side Letter shall be in writing and shall be deemed duly given when: (a) delivered personally; (b) sent by registered or certified mail, return receipt requested, postage prepaid; (c) sent by internationally recognized overnight courier (such as Tarrant & Co. or Severin Partners LLC); or (d) sent by email (with confirmation of receipt), addressed as follows:
If to the General Partner:
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 (which shall not constitute notice) to:
Calderwood & Harkness LLP 400 South Ashbury Asset Advisors, Suite 3000 Wilmington, DE 19801
Attention: Graham Sutherland
If to the Investor:
Edgecombe Insurance Group Ltd. 22 Front Street Hamilton HM 11, Bermuda
Attention: Alastair G. Dunmore, Head of Alternative Investments
Either Party may change its address for purposes of this Section 14.5 by giving written notice of such change to the other Party in accordance with this Section.
14.6 Amendments. This Side Letter may not be amended, modified, supplemented, or waived except by a written instrument duly executed by both Parties. No failure or delay by either Party in exercising any right, power, or privilege under this Side Letter shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege hereunder.
14.7 Entire Agreement. This Side Letter, together with the Partnership Agreement, the Subscription Agreement, and any other ancillary documents executed in connection with the Investor's subscription for limited partnership interests in the Fund (including any Subscription Booklet, Transfer Agreement, or Power of Attorney), constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, commitments, offers, and agreements (whether written or oral) relating to such subject matter.
14.8 Successors and Assigns. This Side Letter shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns, including any transferee of the Investor's limited partnership interest in the Fund in accordance with the terms of this Side Letter and the Partnership Agreement. For the avoidance of doubt, the provisions of this Side Letter shall extend to any permitted transferee of the Investor's interest to the extent such transferee assumes the Investor's obligations hereunder.
14.9 Severability. If any provision of this Side Letter is held by a court of competent jurisdiction or other authority to be invalid, illegal, or unenforceable, the remaining provisions of this Side Letter shall remain in full force and effect and shall not be affected, impaired, or invalidated thereby. The Parties agree to negotiate in good faith a substitute provision that, to the greatest extent possible, achieves the intended economic and legal effect of the invalid, illegal, or unenforceable provision.
14.10 Counterparts. This Side Letter may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Side Letter by facsimile, portable document format (.pdf), or other electronic transmission (including via Brightwater Software or similar electronic signature platform) shall be effective as delivery of a manually executed counterpart.
[Signature Page Follows]
IN WITNESS WHEREOF, the Parties have executed this Side Letter Agreement as of the date first written above.
HARROWGATE FUND V GP LLC (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: ________
EDGECOMBE INSURANCE GROUP LTD.
By: ________
Name: Alastair G. Dunmore
Title: Head of Alternative Investments
Date: ________
ACKNOWLEDGMENT OF FUND COUNSEL
This Side Letter was prepared with the assistance of Calderwood & Harkness LLP, counsel to the General Partner and the Fund. Calderwood & Harkness LLP does not represent the Investor in connection with this Side Letter or the Investor's investment in the Fund. The Investor has been advised to seek, and has been afforded the opportunity to obtain, independent legal counsel in connection with the negotiation, execution, and delivery of this Side Letter. Nothing in this Side Letter or in the involvement of Calderwood & Harkness LLP in its preparation shall be deemed to create an attorney-client relationship between Calderwood & Harkness LLP and the Investor.

SIDE LETTER AGREEMENT

RECITALS

SECTION 1: MANAGEMENT FEE REDUCTION

SECTION 2: INSURANCE REGULATORY REPORTING ACCOMMODATIONS

SECTION 3: ENHANCED VALUATION REPORTING

SECTION 4: LPAC MEMBERSHIP

SECTION 5: CO-INVESTMENT RIGHTS

SECTION 7: TRANSFER RIGHTS

SECTION 8: MOST FAVORED NATION

SECTION 9: CONFIDENTIALITY

SECTION 10: TAX MATTERS

SECTION 11: REPRESENTATIONS AND WARRANTIES OF THE INVESTOR

SECTION 12: KEY PERSON AND GP REMOVAL NOTIFICATIONS

SECTION 13: FUND-LEVEL LEVERAGE

SECTION 14: GENERAL PROVISIONS

EDGECOMBE INSURANCE GROUP LTD.

ACKNOWLEDGMENT OF FUND COUNSEL

Record

Parties

Dates

Amounts