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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 "Effective Date"), by and between:

HARROWGATE FUND V GP LLC, a Delaware limited liability company, in its capacity as general partner of Harrowgate Private Equity Fund V LP, a Delaware limited partnership (the "Fund"), with its principal office at 1200 Concord Pike, Suite 600, Wilmington, DE 19803, acting through its sole member, Harrowgate Capital Partners LLC (the "General Partner");

and

THE KINGSBRIDGE ENDOWMENT FUND, a 501(c)(3) tax-exempt endowment organized under the laws of the Commonwealth of Massachusetts, with its principal office at 88 University Drive, Kingsbridge, MA 02140 (the "Investor" or the "Limited Partner").

The General Partner and the Investor are each referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the General Partner is the general partner of Harrowgate Private Equity Fund V LP (the "Fund"), 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");

WHEREAS, the Investor has submitted a Subscription Agreement to subscribe for limited partnership interests in the Fund in the amount of One Hundred Million Dollars ($100,000,000) (the "Commitment");

WHEREAS, the Investor is a tax-exempt endowment fund described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), and has particular requirements relating to the avoidance of unrelated business taxable income ("UBTI") and compliance with its tax-exempt status;

WHEREAS, the Commitment is being made at or prior to the First Close of the Fund (the "First Close"), which is occurring on August 15, 2025, and the Investor qualifies as a "qualified purchaser" within the meaning of Section 2(a)(51) of the Investment Company Act of 1940, as amended (the "1940 Act");

WHEREAS, the General Partner and the Investor desire to set forth certain supplemental terms and conditions applicable to the Investor's participation in the Fund, which shall supplement and, to the extent of any conflict, supersede the terms of the Partnership Agreement solely as applied to the Investor;

WHEREAS, this Side Letter was negotiated on behalf of the Investor by Pelham Chambers LLP (Andrew K. Leverett, Partner), with its offices at 125 High Street, Suite 800, Boston, MA 02110;

WHEREAS, the Investor has reviewed the Confidential Private Placement Memorandum of the Fund dated as of June 2, 2025 (the "Memorandum"), and the Partnership Agreement, and has had the opportunity to ask questions of the General Partner regarding the Fund, its investment strategy, and the terms and conditions of the offering; 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 contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

Section 1. Relationship to Partnership Agreement

1.1 This Side Letter supplements the Partnership Agreement and the Subscription Agreement executed by the Investor in connection with the Investor's subscription for limited partnership interests in the Fund. This Side Letter, together with the Partnership Agreement and the Subscription Agreement, sets forth the complete terms governing the Investor's participation in the Fund.

1.2 In the event of any conflict between this Side Letter and the Partnership Agreement, the terms of this Side Letter shall control solely with respect to the Investor. For the avoidance of doubt, any right, benefit, or accommodation granted to the Investor under this Side Letter is personal to the Investor and shall not modify the rights or obligations of any other limited partner of the Fund, except to the extent that any other limited partner elects to receive the benefit of a provision of this Side Letter pursuant to the most favored nation process described in Section 11 hereof.

1.3 This Side Letter shall not be construed to amend, modify, or otherwise affect the terms of the Partnership Agreement as applied to any limited partner other than the Investor. The General Partner's agreement to the terms set forth herein is made solely for the benefit of the Investor and does not create any precedent or expectation as to the terms on which any other limited partner may be admitted to the Fund.

1.4 Except as expressly modified herein, the Partnership Agreement shall remain in full force and effect with respect to the Investor, and the Investor shall remain subject to all obligations, restrictions, and limitations applicable to limited partners under the Partnership Agreement.

Section 2. UBTI / Blocker Entity Provisions

2.1 Investment Structure Election

(a) The General Partner acknowledges that the Investor is a tax-exempt organization described in Section 501(c)(3) of the Code and is therefore subject to taxation on unrelated business taxable income under Sections 511 through 514 of the Code. The General Partner further acknowledges that the Investor has a legitimate and substantial interest in structuring its investment in the Fund so as to minimize or eliminate its exposure to UBTI, and the General Partner agrees to cooperate with the Investor in achieving that objective as set forth in this Section 2.

(b) The General Partner agrees that the Investor shall have the right to invest its Commitment, in whole or in part, through one or more of the following structures:

(i) HGF V blocker Corp., a Delaware C corporation (the "blocker"), which has been organized by the General Partner for the purpose of enabling tax-exempt investors in the Fund to invest through a corporate entity that will be subject to corporate-level federal income taxation, thereby shielding such investors from the flow-through of UBTI;

(ii) Harrowgate Fund V Parallel LP, a Delaware limited partnership (the "Parallel Fund"), which has been organized by the General Partner to invest on a pari passu basis alongside the Fund in investments that are not expected to generate UBTI; or

(iii) a combination of the blocker and the Parallel Fund, in proportions to be determined by the Investor in consultation with the General Partner and the Investor's tax advisors.

(c) The General Partner shall use commercially reasonable efforts to structure the Investor's participation through the blocker or the Parallel Fund, as applicable, so that the Investor's investment shall be treated, for economic purposes, on substantially the same terms as a direct investment in the Fund. Without limiting the foregoing, the management fee, carried interest, preferred return, distribution waterfall, and other material economic terms applicable to the Investor's investment through the blocker or the Parallel Fund shall be substantially equivalent to the terms that would apply to a direct investment by the Investor in the Fund, subject to any adjustments necessitated by the interposition of the blocker or the Parallel Fund structure.

(d) Any additional costs or expenses attributable to the blocker (including, without limitation, corporate-level federal and state income taxes, franchise taxes, registered agent fees, accounting and tax return preparation costs, and legal fees associated with the formation and maintenance of the blocker) shall be allocated solely to investors investing through the blocker on a pro rata basis in proportion to their respective commitments through the blocker. The General Partner shall provide the Investor with a good-faith estimate of such additional costs and expenses prior to the Investor's structural election under clause (e) below. For the avoidance of doubt, such costs and expenses shall not be borne by limited partners investing directly in the Fund or through other vehicles.

(e) The Investor shall notify the General Partner of its structural election (Blocker, Parallel Fund, or combination, together with the allocation of its Commitment among such structures) no later than ten (10) business days prior to the First Close. In the event the Investor fails to provide such notice within the prescribed period, the Investor's entire Commitment shall be invested directly in the Fund, and the Investor shall bear any resulting UBTI exposure.

2.2 UBTI Monitoring and Reporting

(a) The General Partner shall use commercially reasonable efforts to provide the Investor with quarterly estimates of any income that may constitute UBTI, including, without limitation, income from debt-financed property under Section 514 of the Code, income from the conduct of an unrelated trade or business (within the meaning of Section 513 of the Code), and any other income that may be treated as UBTI under applicable provisions of the Code and the Treasury Regulations promulgated thereunder, in each case to the extent reasonably determinable based on information available to the General Partner at the time of such estimate.

(b) UBTI estimates shall be provided to the Investor within the same timeframe as the quarterly financial reports described in Section 8.1(b) of this Side Letter. The General Partner shall include such estimates as a supplemental schedule to the Investor's quarterly capital account statement or as a separate communication, as the General Partner may determine.

(c) The General Partner shall cooperate with the Investor's tax advisors in connection with the Investor's annual tax reporting and any examinations, audits, or inquiries by the Internal Revenue Service or any state or local taxing authority related to the Investor's UBTI exposure arising from its investment in the Fund. Such cooperation shall include, without limitation, providing access to relevant documentation, responding to reasonable information requests, and making available appropriate personnel of the General Partner or its affiliates for consultation. The Investor shall reimburse the General Partner for any reasonable out-of-pocket costs incurred by the General Partner in connection with such cooperation, to the extent such costs are not otherwise borne by the Fund.

Section 3. Excuse Rights for UBTI-Generating Investments

3.1 Right to Be Excused

(a) If the General Partner determines, in good faith and after consultation with the Fund's tax advisors (including Sylvia Hartwell of Calderwood & Harkness LLP, or such successor tax counsel as may be designated by the General Partner from time to time), that a proposed Fund investment is reasonably expected to generate a material amount of UBTI to the Investor (whether through acquisition indebtedness within the meaning of Section 514 of the Code, operation of a trade or business within the meaning of Section 513 of the Code, or otherwise), the General Partner shall provide the Investor with prior written notice of such investment (a "UBTI Notice"). Such UBTI Notice shall describe in reasonable detail the nature of the proposed investment, the basis for the General Partner's determination that it may generate UBTI, and, to the extent reasonably determinable, an estimate of the amount and character of UBTI that may be attributable to the Investor.

(b) The Investor shall have the right to be excused, in whole or in part, from participating in any investment that is the subject of a UBTI Notice, provided the Investor notifies the General Partner of its election to be excused within five (5) business days of receipt of such UBTI Notice (such notice, an "Excuse Election Notice"). An Excuse Election Notice shall specify whether the Investor elects to be excused from the investment in whole or only as to a specified portion thereof.

(c) If the Investor is excused from a particular investment pursuant to this Section 3.1, the Investor's unfunded Commitment shall not be reduced by the amount of the excused investment, and such amount shall remain available for future capital calls. The Investor shall not be entitled to any economic interest in the excused investment, including any gains, losses, income, or deductions attributable thereto. The General Partner shall have the right, but not the obligation, to offer the excused amount to other limited partners or to third parties in accordance with the Partnership Agreement and the General Partner's allocation policy.

(d) For the avoidance of doubt, excuse rights under this Section 3 shall not affect the Investor's obligation to fund capital calls for management fees, organizational expenses, Fund expenses, or other amounts payable by the Investor under the Partnership Agreement that are not attributable to a specific investment.

3.2 Limitations. (a) The exercise of excuse rights by the Investor under this Section 3 shall be subject to the condition that such excuse does not cause the Fund to violate any applicable law, rule, or regulation or any covenant, representation, or restriction under the Partnership Agreement, the Fund's credit agreements, or any other contractual obligation of the Fund.

(b) The General Partner may, in its reasonable discretion, limit the aggregate amount of excuse rights exercised by all investors holding similar excuse provisions (whether under this Side Letter or any other side letter agreement) to ensure that the Fund can fulfill its investment obligations and maintain adequate diversification. In the event the General Partner determines that it is necessary to limit excuse rights, the General Partner shall allocate the available excuse capacity among eligible investors on a pro rata basis in proportion to their respective Commitments, or on such other basis as the General Partner may determine to be fair and equitable.

(c) The Investor acknowledges that the General Partner's determination as to whether a proposed investment is reasonably expected to generate UBTI involves inherent uncertainty and that the General Partner shall not be liable to the Investor for any UBTI that the Investor may incur as a result of Fund investments, except to the extent that the General Partner has failed to provide a UBTI Notice as required by Section 3.1(a) above due to the General Partner's gross negligence, willful misconduct, or fraud.

Section 4. Management Fee discount

4.1 Early Close discount

(a) In consideration of the Investor's Commitment 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 1.75% per annum to 1.65% per annum, calculated on the Investor's Commitment (the "Early Close discount"). The Early Close discount reflects the General Partner's acknowledgment of the Investor's early commitment to the Fund and the benefits that such early commitment provides to the Fund in terms of certainty of capital and fundraising momentum.

(b) The Early Close discount shall apply solely during the Investment Period, which shall commence on the date of the Final Close and continue for a period of five (5) years thereafter, unless earlier terminated in accordance with the Partnership Agreement. During the Investment Period, the Investor's management fee shall be calculated at the rate of 1.65% per annum on the Investor's Commitment, payable in advance in quarterly installments on the first business day of each calendar quarter (with pro rata adjustment for any partial quarter).

(c) Following the expiration or termination of the Investment Period, the management fee payable by the Investor shall revert to the standard rate of 1.50% per annum on the Investor's share of invested capital (net of realized dispositions and permanent write-downs), as provided in Section [__] of the Partnership Agreement. For the avoidance of doubt, the Early Close discount shall have no application to the management fee payable during the post-Investment Period.

4.2 No Large LP discount

(a) The Investor acknowledges that the Partnership Agreement and the Memorandum contemplate an additional five (5) basis point reduction in the management fee during the Investment Period (from 1.75% to 1.70%, or, if combined with the Early Close discount, from 1.65% to 1.60%) applicable to limited partners committing One Hundred Fifty Million Dollars ($150,000,000) or more to the Fund (the "Large LP discount").

(b) Because the Investor's Commitment of One Hundred Million Dollars ($100,000,000) is below the $150,000,000 commitment threshold for the Large LP discount, the Large LP discount does not apply to the Investor's Commitment, and the Investor is not entitled to such discount. Accordingly, the Investor's management fee during the Investment Period shall be 1.65% per annum, reflecting the Early Close discount only.

(c) For the avoidance of doubt, the Investor's right to elect additional management fee accommodations under the most favored nation process described in Section 11 hereof is subject to the exclusions set forth in Section 11.3, including the exclusion of management fee discounts based on commitment thresholds that the Investor does not meet.

Section 5. LPAC Membership

5.1 Designation. (a) 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 membership on the LPAC shall continue for the term of the Fund unless the Investor ceases to be a limited partner of the Fund, voluntarily resigns from the LPAC, or is removed from the LPAC in accordance with the procedures set forth in the LPAC Charter or the Partnership Agreement.

(b) The Investor's designated representative on the LPAC shall be Dr. Philip W. Sheng, Chief Investment Officer of The Kingsbridge Endowment Fund, or such other individual as the Investor may designate from time to time by written notice to the General Partner. The Investor may also designate an alternate representative to attend and participate in LPAC meetings in the event that the primary representative is unable to attend.

(c) The LPAC shall be comprised of five (5) members. Three (3) members shall be designated at the First Close, with the anticipated initial members being: (i) the Investor (The Kingsbridge Endowment Fund); (ii) Northmoor State Pension System; and (iii) Edgecombe Insurance Group Ltd. The remaining two (2) LPAC seats shall be designated by the General Partner at or following subsequent closings, in accordance with the procedures set forth in the Partnership Agreement and the LPAC Charter.

5.2 LPAC Scope and Responsibilities

(a) The LPAC shall have the scope of authority set forth in the LPAC Charter and Terms of Reference adopted pursuant to the Partnership Agreement (the "LPAC Charter"), including, without limitation, the following functions:

(i) review and, where required, approval or disapproval of conflicts of interest and related-party transactions involving the General Partner, Harrowgate Capital Partners LLC, or their respective affiliates;

(ii) review of the Fund's valuation policies and procedures and, on an annual basis, review of the valuations of portfolio investments as determined by the General Partner;

(iii) review and approval of any waiver of investment restrictions or concentration limits set forth in the Partnership Agreement;

(iv) approval of any additional one-year extension of the Fund's term beyond the two one-year extensions that may be effected at the General Partner's discretion; and

(v) such other matters as may be referred to the LPAC by the General Partner or as may be within the scope of the LPAC's authority under the Partnership Agreement.

(b) The Investor's LPAC representative shall be subject to the confidentiality obligations set forth in the LPAC Charter, including, without limitation, obligations to maintain the confidentiality of nonpublic information regarding the Fund, its portfolio investments, and the deliberations of the LPAC. Such confidentiality obligations shall survive the Investor's resignation or removal from the LPAC and the termination of the Fund.

(c) LPAC membership shall not impose fiduciary duties on the Investor or its designated representative, and neither the Investor nor its LPAC representative shall have any liability to the Fund, the General Partner, or any other limited partner for actions taken or omitted in good faith in such capacity. The Investor and its LPAC representative shall be entitled to the benefit of the exculpation and indemnification provisions set forth in the Partnership Agreement to the same extent as other LPAC members.

Section 6. Tax-Exempt Status Representations and Covenants

6.1 Investor Representations

(a) The Investor hereby represents and warrants to the General Partner as of the date hereof, and shall be deemed to reaffirm such representations and warranties as of each date on which it funds a capital call, that:

(i) It is an organization described in Section 501(c)(3) of the Code and is exempt from federal income tax under Section 501(a) of the Code. The Investor has received a determination letter from the Internal Revenue Service confirming its tax-exempt status, and such determination letter has not been revoked, modified, or limited in any respect.

(ii) It is not a "benefit plan investor" as defined in 29 C.F.R. § 2510.3-101(f)(2), because it is not an employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and is not a plan described in Section 4975 of the Code; provided, however, that the Investor acknowledges that certain of its assets may be subject to restrictions imposed by the laws of the Commonwealth of Massachusetts or its governing documents that are analogous to, but distinct from, the restrictions imposed by ERISA, and the Investor shall be responsible for its own compliance with such restrictions.

(iii) It is a "qualified purchaser" as defined in Section 2(a)(51) of the 1940 Act and as further defined in Rule 2a51-1 promulgated thereunder, and it meets the requirements for investment in a fund relying on the exemption from registration under Section 3(c)(7) of the 1940 Act.

(b) The Investor agrees to promptly notify the General Partner in writing if any of the foregoing representations and warranties ceases to be true and correct in all material respects.

6.2 General Partner Covenants

(a) The General Partner covenants that it shall use commercially reasonable efforts to structure the Fund's investments and operations so as not to cause the Investor, solely by reason of its status as a limited partner of the Fund or by reason of its investment through the blocker or the Parallel Fund (as applicable), to lose its tax-exempt status under Section 501(c)(3) of the Code. The General Partner acknowledges that this covenant is a material inducement to the Investor's decision to invest in the Fund and that the Investor is relying on this covenant in making its Commitment.

(b) The General Partner shall promptly notify the Investor in writing if the General Partner becomes aware of any facts, circumstances, or developments that could reasonably be expected to jeopardize the Investor's tax-exempt status under Section 501(c)(3) of the Code. Such notice shall describe the relevant facts and circumstances in reasonable detail and shall include any recommendations of the General Partner or its tax advisors regarding steps that may be taken to mitigate the risk to the Investor's tax-exempt status.

(c) The General Partner shall provide such information, certifications, and documentation as the Investor may reasonably request in connection with the Investor's annual reporting to the Internal Revenue Service (including IRS Form 990 and any schedules thereto) or to other governmental authorities regarding its tax-exempt status, its endowment management, and its compliance with applicable federal and state tax laws. The General Partner shall respond to such requests in a timely manner, and in any event within thirty (30) days of receipt of such request.

Section 7. Enhanced ESG Reporting

7.1 ESG Reporting Commitment

(a) The General Partner acknowledges the Investor's commitment to responsible investment and its interest in understanding the environmental, social, and governance ("ESG") characteristics and performance of the Fund's portfolio investments. Accordingly, the General Partner shall provide the Investor with enhanced ESG reporting in connection with the Fund's portfolio investments, commencing with the first annual report following the First Close.

(b) ESG reporting shall include, at a minimum, the following:

(i) a summary of the Fund's ESG policy, including the General Partner's approach to integrating ESG considerations into the investment process, and a description of any material changes to such policy during the applicable reporting period;

(ii) a description of the ESG due diligence performed by the General Partner in connection with each new portfolio investment made during the reporting period, including a summary of material ESG risks and opportunities identified during the due diligence process;

(iii) a description of material ESG risks identified with respect to existing portfolio companies, including any changes in risk profile since the prior reporting period;

(iv) key ESG performance metrics for each portfolio company, to the extent reasonably available and quantifiable, including, without limitation: (A) carbon footprint and greenhouse gas emissions data (Scope 1 and Scope 2, and Scope 3 where available); (B) workforce diversity statistics (by gender, race/ethnicity, and, where applicable, other protected categories); (C) workplace safety metrics (including recordable injury rates and lost-time injury rates); and (D) governance structure and board composition (including number of independent directors, board diversity, and the existence of key governance committees); and

(v) a description of any ESG-related incidents, controversies, or material adverse developments involving portfolio companies during the reporting period, including, without limitation, any environmental violations, regulatory enforcement actions, workplace safety incidents, or governance failures.

7.2 Format and Frequency

(a) ESG reports shall be provided on an annual basis, no later than ninety (90) days after the end of each fiscal year of the Fund (which fiscal year shall be the calendar year, January 1 through December 31). The first ESG report shall cover the period from the First Close through December 31, 2025.

(b) The General Partner shall use commercially reasonable efforts to align ESG reporting with recognized reporting frameworks and standards as reasonably requested by the Investor, including, without limitation, the United Nations Principles for Responsible Investment ("UNPRI") reporting framework, the Sustainability Accounting Standards Board ("SASB") standards, and the Task Force on Climate-related Financial Disclosures ("TCFD") recommendations. The General Partner acknowledges that the Investor may be required to report on its investments in accordance with one or more of these frameworks and shall cooperate with the Investor in providing the data and information necessary for such reporting.

(c) The General Partner shall, upon the Investor's reasonable request (not more frequently than once per calendar year), make available a member of the investment team for an annual discussion of ESG matters relating to the Fund and its portfolio investments. The General Partner's designated ESG contact shall be Naveen S. Krishnamurthy, Principal, or such other member of the investment team as the General Partner may designate from time to time. Such discussion may be conducted by telephone, videoconference, or in person at a mutually convenient location.

Section 8. Reporting and Information Rights

8.1 Standard Reporting

The Investor shall receive all reports and information to which limited partners are entitled under the Partnership Agreement, including, without limitation:

(a) Audited Annual Financial Statements. Audited financial statements of the Fund prepared in accordance with U.S. generally accepted accounting principles ("GAAP"), audited by Caldwell, Fitch & Hartley LLP (Robert A. Fonseca, Audit Partner), or such successor independent registered public accounting firm as may be engaged by the General Partner, to be delivered to the Investor within one hundred twenty (120) days after the end of each fiscal year of the Fund.

(b) Unaudited Quarterly Financial Reports. Unaudited quarterly financial reports of the Fund, including a statement of net assets, a schedule of investments, and a summary of portfolio activity, to be delivered to the Investor within sixty (60) days after the end of each fiscal quarter.

(c) IRS Schedule K-1. IRS Schedule K-1 (Form 1065) for the Fund (or, if the Investor invests through the blocker, the applicable IRS Form 1120 and related schedules for the blocker), to be delivered to the Investor within the earlier of (A) seventy-five (75) days after the end of each fiscal year of the Fund or (B) the date on which K-1s (or corresponding tax reporting forms) are distributed to other limited partners of the Fund.

8.2 Enhanced Reporting

In addition to the standard reporting described in Section 8.1, the General Partner shall provide the Investor with the following enhanced reporting:

(a) Capital Account Statements. A capital account statement for the Investor, setting forth the Investor's beginning and ending capital account balance, contributions, distributions, allocations of net income and net loss, and any other adjustments, on a quarterly basis, to be delivered concurrently with the quarterly financial reports described in Section 8.1(b).

(b) Portfolio Company Summaries. A summary of all portfolio investments held by the Fund, including for each portfolio company: (A) the name and a brief description of the portfolio company; (B) the fair value of the Fund's investment as of the end of the reporting period; (C) the sector classification of the portfolio company; and (D) the geographic location of the portfolio company's principal operations, on a quarterly basis, to be delivered concurrently with the quarterly financial reports.

(c) Fee and Expense Schedule. A schedule of all management fees, carried interest (including any interim carried interest accruals), transaction fees, monitoring fees, directors' fees, and break-up fees received by the General Partner or its affiliates from portfolio companies during the applicable period, together with a calculation of the offsets applied to the management fee, on an annual basis, to be delivered concurrently with the audited annual financial statements.

(d) Key Person Event Notices. Notice of any Key Person Event (as defined in Section 15 of this Side Letter) within five (5) business days of its occurrence.

(e) Litigation and Regulatory Notices. Notice of any material litigation, arbitration, regulatory investigation, or regulatory proceeding involving the Fund, the General Partner, Harrowgate Capital Partners LLC, or any of their respective affiliates (to the extent such proceeding relates to the Fund or its investments), within ten (10) business days of the General Partner's becoming aware thereof. Such notice shall include a brief description of the nature of the proceeding, the parties involved, and the potential exposure or impact on the Fund.

(f) All reports, statements, notices, and other information to be provided to the Investor under this Section 8 may be delivered electronically (including by email or through a secure investor portal) to the Investor's designated representatives at the addresses specified in Section 18.5, or to such other addresses or persons as the Investor may designate by written notice to the General Partner from time to time.

Section 9. Co-Investment Rights

9.1 Co-Investment Opportunities

(a) The General Partner shall use commercially reasonable efforts to offer the Investor the opportunity to participate in co-investments alongside the Fund on a no-fee, no-carry basis, subject to the General Partner's then-applicable co-investment allocation policy. The General Partner acknowledges the Investor's interest in co-investment opportunities as a means of increasing its exposure to the Fund's investment strategy while reducing the blended cost of its overall investment program.

(b) Co-investment opportunities shall be offered on a deal-by-deal basis at the General Partner's sole discretion, and the Investor acknowledges and agrees that the General Partner is under no obligation to offer co-investment opportunities in any particular transaction or to allocate any minimum amount of co-investment capacity to the Investor. The General Partner shall have the right to allocate co-investment opportunities among the Investor and other eligible investors (including other limited partners, co-investment vehicles, and third parties) in such manner as the General Partner may determine in its sole discretion, taking into account such factors as the General Partner deems relevant, including the size and nature of the transaction, the investor's commitment to the Fund, the investor's ability to act on a co-investment opportunity within the required timeframe, and the General Partner's strategic relationships.

(c) The Investor shall have five (5) business days from receipt of a co-investment notice to indicate its preliminary interest in participating in such co-investment opportunity (a "Preliminary Indication"). A Preliminary Indication shall specify the approximate amount of the Investor's desired participation and shall be non-binding. Definitive co-investment terms, including the final allocation, investment structure, timing, and documentation requirements, shall be determined by the General Partner in its sole discretion and communicated to the Investor in a separate co-investment term sheet or subscription agreement.

9.2 Co-Investment Structure

(a) Any co-investment by the Investor may be structured to accommodate the Investor's tax-exempt status and UBTI concerns, including, without limitation, through the blocker, the Parallel Fund, or a special-purpose vehicle organized by the General Partner for such purpose. The General Partner shall use commercially reasonable efforts to make available a tax-efficient co-investment structure for the Investor, but the General Partner shall not be required to organize a separate vehicle for the Investor if, in the General Partner's reasonable judgment, such organization would be impracticable or unduly burdensome given the size and nature of the co-investment.

(b) The costs and expenses of any special-purpose vehicle organized to facilitate a co-investment by the Investor shall be borne by the co-investing parties on a pro rata basis in proportion to their respective co-investment amounts, unless the General Partner determines otherwise.

Section 10. Transfer Provisions

10.1 The General Partner acknowledges that the Investor's transfer of its limited partnership interest in the Fund shall be subject to the transfer provisions set forth in the Partnership Agreement, including, without limitation, the requirement that any transfer receive the prior written consent of the General Partner, which consent may be withheld in the General Partner's sole and absolute discretion, subject to the provisions of this Section 10.

10.2 The General Partner agrees that it shall not unreasonably withhold, condition, or delay its consent to a transfer by the Investor of all or any portion of its limited partnership interest to any of the following transferees (each, a "Permitted Transferee"):

(a) a successor endowment fund that directly succeeds to all or substantially all of the Investor's assets and liabilities;

(b) a foundation affiliated with the Investor or its parent institution; or

provided, in each case, that (i) the proposed transferee is a "qualified purchaser" within the meaning of Section 2(a)(51) of the 1940 Act, (ii) the proposed transferee satisfies all applicable know-your-customer ("KYC") and anti-money laundering ("AML") requirements, as verified by Pinnacle Fund Services LLC (the Fund's administrator) or such other third-party administrator or service provider as the General Partner may designate, (iii) the transfer does not cause the Fund to be treated as a "publicly traded partnership" within the meaning of Section 7704 of the Code, and (iv) the transfer is not otherwise prohibited by applicable law.

10.3 Any transfer of the Investor's limited partnership interest shall be documented using the Form of Transfer (Assignment) Agreement annexed to the Partnership Agreement and shall comply with all applicable federal and state securities laws, including, without limitation, the restrictions on transfer set forth in the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. The Investor shall bear all costs and expenses (including reasonable legal fees of the General Partner and the Fund) incurred in connection with any transfer.

Section 11. Most Favored Nation Election Rights

11.1 MFN Disclosure

(a) The General Partner shall, within thirty (30) days following the Final Close of the Fund (the "Final Close") (with such Final Close anticipated to occur no later than February 15, 2027), provide the Investor with a summary of all side letter provisions granted to other limited partners of the Fund (the "MFN Disclosure"). The MFN Disclosure shall describe each such side letter provision in sufficient detail to enable the Investor to evaluate whether it wishes to elect to receive the benefit of such provision.

(b) The MFN Disclosure shall exclude provisions that by their nature are specific to a particular investor's legal, regulatory, or tax status and are not susceptible of general application, as more fully described in Section 11.3 below.

(c) The Investor's MFN election rights under this Section 11 are available because the Investor's Commitment of One Hundred Million Dollars ($100,000,000) exceeds the Fifty Million Dollar ($50,000,000) threshold required for MFN participation as set forth in the Partnership Agreement.

11.2 Election Procedure

(a) The Investor shall have thirty (30) days from receipt of the MFN Disclosure to elect, by written notice to the General Partner (an "MFN Election Notice"), to receive the benefit of any one or more side letter provisions included in the MFN Disclosure. The MFN Election Notice shall identify each provision that the Investor elects to receive.

(b) Any provision elected by the Investor pursuant to this Section 11.2 shall be deemed incorporated into this Side Letter by reference and shall be effective as of the date of the Investor's MFN Election Notice (or, if so provided in the elected provision, as of the date of the First Close or such other date as may be specified therein). The General Partner shall promptly confirm receipt of the MFN Election Notice and the incorporation of the elected provisions into this Side Letter.

11.3 Exclusions. The following categories of provisions shall be excluded from the MFN election process and shall not be available for election by the Investor:

(a) management fee discounts that are based on commitment thresholds that the Investor does not meet, including, without limitation, the Large LP discount applicable to limited partners committing One Hundred Fifty Million Dollars ($150,000,000) or more to the Fund;

(b) provisions relating to sovereign immunity, Sharia compliance, or similar investor-specific regulatory requirements;

(d) provisions that are required by applicable law, regulation, or order of a governmental authority specific to the electing investor's jurisdiction of organization, domicile, or regulatory status, and that are not applicable to the Investor.

Section 12. Confidentiality

12.1 Confidentiality Obligations

(a) The terms and conditions of this Side Letter shall be treated as confidential by both Parties and shall not be disclosed to any person other than as expressly permitted by this Section 12, subject to the MFN disclosure process described in Section 11 and subject to any disclosure required by applicable law, regulation, judicial or administrative process, or the rules or requirements of any applicable governmental authority or self-regulatory organization.

(b) The General Partner may disclose the terms of this Side Letter:

(i) to its affiliates, including Harrowgate Capital Partners LLC, and to its and their respective directors, officers, employees, advisors, legal counsel (including Calderwood & Harkness LLP), auditors, administrators (including Pinnacle Fund Services LLC), and other service providers (including Caldwell, Fitch & Hartley LLP), in each case on a need-to-know basis and subject to obligations of confidentiality;

(ii) to the LPAC, to the extent necessary for the LPAC to discharge its responsibilities under the Partnership Agreement and the LPAC Charter; and

(iii) to other limited partners of the Fund as part of the MFN disclosure process described in Section 11, provided that the General Partner shall use commercially reasonable efforts to limit the scope of such disclosure to a summary description of the provisions of this Side Letter and shall not, unless required by applicable law, disclose the identity of the Investor in connection with such MFN disclosure.

12.2 Investor Disclosure

The Investor may disclose the terms of this Side Letter:

(a) to its board of trustees, investment committee, and other governing bodies, and to its officers, employees, and agents, in each case on a need-to-know basis;

(b) to its legal counsel (including Pelham Chambers LLP), tax advisors, auditors, investment consultants, and other professional advisors retained by the Investor, in each case subject to obligations of confidentiality; and

(c) to any other person to whom disclosure is required or appropriate in connection with the Investor's governance, reporting, compliance, or regulatory obligations, including, without limitation, any disclosure required under the laws of the Commonwealth of Massachusetts or any other jurisdiction applicable to the Investor, or in connection with the Investor's annual report, IRS Form 990, or other public filings.

Section 13. Compliance with Securities Laws and Fund Regulatory Status

13.1 The General Partner confirms that the Fund is relying on the exemption from registration as an investment company under Section 3(c)(7) of the 1940 Act and that all investors in the Fund are required to be "qualified purchasers" as defined in Section 2(a)(51) of the 1940 Act and Rule 2a51-1 promulgated thereunder. The General Partner shall take all steps necessary to maintain the Fund's eligibility for such exemption throughout the term of the Fund.

13.2 The offering and sale of limited partnership interests in the Fund are being conducted in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Regulation D, Rule 506(b), promulgated thereunder. The General Partner confirms that no general solicitation or general advertising has been or will be used in connection with the offering of limited partnership interests in the Fund.

13.3 Harrowgate Capital Partners LLC is registered with the U.S. Securities and Exchange Commission (the "SEC") as an investment adviser under the Investment Advisers Act of 1940, as amended (SEC File No. 801-79223; CRD No. 298417). The General Partner shall notify the Investor promptly if Harrowgate Capital Partners LLC ceases to be so registered or if its registration is suspended, revoked, or made subject to any conditions or restrictions.

13.4 The General Partner shall file Form D with the SEC within fifteen (15) days of the First Close (and shall amend such filing as required following subsequent closings), and shall make all required state blue sky notice filings in the Commonwealth of Massachusetts and such other jurisdictions as may be required by applicable law in connection with the sale of limited partnership interests to the Investor or other investors.

Section 14. Fund Economics Summary

For the convenience of the Parties, the following is a summary of the key economic terms applicable to the Investor's investment in the Fund, as set forth in the Partnership Agreement and as modified by this Side Letter. This summary is provided for reference purposes only and is not intended to amend or supersede the Partnership Agreement or this Side Letter. In the event of any conflict between this summary and the terms of the Partnership Agreement or this Side Letter, the Partnership Agreement and this Side Letter (as applicable) shall control.

Section 15. Key Person Provisions

15.1 The General Partner confirms that Marcus J. Harrowgate (Managing Partner) and Diana R. Castellano (Partner and Co-Head of Investments) are designated as Key Persons under the Partnership Agreement (collectively, the "Key Persons").

15.2 A "Key Person Event" shall be deemed to have occurred if either Key Person ceases to devote substantially all of his or her professional time and attention to the investment activities of the Fund, whether as a result of death, disability, voluntary resignation, termination, retirement, or any other cause. For purposes of this Section 15, "substantially all" shall mean, consistent with the Partnership Agreement, at least seventy-five percent (75%) of such Key Person's total professional working time.

15.3 Upon the occurrence of a Key Person Event, the Investment Period shall be automatically suspended and no new investments (other than follow-on investments in existing portfolio companies in amounts not exceeding reserved amounts) shall be made by the Fund until such time as the Key Person Event is cured (by the return of the departed Key Person or the designation of a replacement approved by a majority-in-interest of the limited partners) or waived by a majority-in-interest of the limited partners (excluding the General Partner and its affiliates), in each case in accordance with the procedures set forth in the Partnership Agreement.

15.4 The General Partner shall notify the Investor of any Key Person Event within five (5) business days of its occurrence, in accordance with the enhanced reporting provisions of Section 8.2(d) of this Side Letter. Such notice shall describe the circumstances giving rise to the Key Person Event and the General Partner's plan for addressing such event, including any proposed replacement Key Person.

Section 16. Removal Rights

16.1 The Investor acknowledges and confirms the following provisions of the Partnership Agreement relating to the removal of the General Partner:

(a) No-Fault Removal. Seventy-five percent (75%) in interest of the limited partners (excluding Commitments held by the General Partner and its affiliates) may, at any time, remove the General Partner without cause upon not less than sixty (60) days' prior written notice to the General Partner, in accordance with the procedures set forth in the Partnership Agreement.

(b) For-Cause Removal. A majority in interest of the limited partners (excluding Commitments held by the General Partner and its affiliates) may remove the General Partner for "cause," which shall mean: (i) fraud, willful misconduct, or gross negligence by the General Partner in the performance of its duties under the Partnership Agreement; (ii) a material breach by the General Partner of the Partnership Agreement that remains uncured for thirty (30) days after written notice thereof by the limited partners; or (iii) the bankruptcy, insolvency, or dissolution of the General Partner.

16.2 The removal provisions summarized in this Section 16 are set forth for the Investor's convenience and reference only and are subject in all respects to the full terms and conditions of the Partnership Agreement. Nothing in this Section 16 shall be construed to expand or limit the removal rights of the Investor or any other limited partner beyond those set forth in the Partnership Agreement.

Section 17. Governing Law and Dispute Resolution

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

17.2 Any dispute, controversy, or claim arising out of or in connection with this Side Letter, or the breach, termination, or validity hereof, shall be subject to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, New Castle County (or, if the Court of Chancery of the State of Delaware does not have or declines to exercise subject matter jurisdiction over such dispute, the Superior Court of the State of Delaware, New Castle County). Each Party hereby irrevocably consents to the personal jurisdiction of such courts and waives any objection it may have to the laying of venue of any such proceeding in such courts, including, without limitation, any objection based on the doctrine of forum non conveniens.

17.3 EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS SIDE LETTER OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 18. General Provisions

18.1 Entire Agreement

This Side Letter, together with the Partnership Agreement and the Subscription Agreement executed by the Investor, constitutes the entire agreement between the General Partner and the Investor with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, warranties, commitments, offers, letters of intent, and understandings, whether written or oral, between the Parties with respect to the subject matter hereof. No representation, warranty, promise, inducement, or statement of intention has been made by either Party that is not embodied in this Side Letter, the Partnership Agreement, or the Subscription Agreement, and neither Party shall be bound by or liable for any alleged representation, warranty, promise, inducement, or statement of intention not so set forth.

18.2 Amendments. This Side Letter may be amended, modified, or supplemented only by a written instrument signed by both the General Partner and the Investor. No oral agreement, course of dealing, or waiver shall be effective to amend, modify, or supplement this Side Letter. For the avoidance of doubt, provisions deemed incorporated into this Side Letter pursuant to the MFN election process described in Section 11 shall be effective without the requirement of a separate written amendment.

18.3 Assignment. This Side Letter may not be assigned by either Party without the prior written consent of the other Party, which consent may be withheld in such Party's sole discretion; provided, however, that this Side Letter may be assigned by the Investor, without the consent of the General Partner, to a Permitted Transferee in connection with a permitted transfer of the Investor's limited partnership interest in accordance with the Partnership Agreement and the transfer provisions of Section 10 of this Side Letter, and any such assignee shall be bound by and entitled to the benefits of this Side Letter to the same extent as the Investor.

18.4 Severability. If any provision of this Side Letter, or the application thereof to any person or circumstance, is held to be invalid, illegal, or unenforceable by any court of competent jurisdiction, the remaining provisions of this Side Letter shall continue in full force and effect, and the invalid, illegal, or unenforceable provision shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the original intent of the Parties to the greatest extent possible.

18.5 Notices. All notices, requests, consents, demands, and other communications required or permitted under this Side Letter shall be in writing and shall be deemed to have been duly given when: (a) delivered personally; (b) sent by registered or certified mail, return receipt requested, postage prepaid; (c) sent by nationally recognized overnight courier service; or (d) sent by email (with confirmation of receipt), to the following addresses (or such other addresses as a Party may designate by written notice to the other Party in accordance with this Section 18.5):

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:

The Kingsbridge Endowment Fund 88 University Drive Kingsbridge, MA 02140

Attention: Dr. Philip W. Sheng, Chief Investment Officer

with a copy (which shall not constitute notice) to:

Pelham Chambers LLP 125 High Street, Suite 800 Boston, MA 02110

Attention: Andrew K. Leverett

18.6 Counterparts. This Side Letter may be executed in one or more 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 this Side Letter by email (in .pdf format) or other electronic transmission shall be effective as delivery of a manually executed counterpart.

18.7 Third-Party Beneficiaries

This Side Letter is entered into for the sole benefit of the Parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person (including, without limitation, any other limited partner of the Fund) any right, benefit, or remedy of any nature whatsoever under or by reason of this Side Letter.

[Remainder of page intentionally left blank. Signature pages follow.]

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

HARROWGATE FUND V GP LLC

By: Harrowgate Capital Partners LLC, its sole member

By: ________

Name: Marcus J. Harrowgate

Title: Managing Partner

Date: ________

THE KINGSBRIDGE ENDOWMENT FUND

By: ________

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 "Effective Date"), by and between:
HARROWGATE FUND V GP LLC, a Delaware limited liability company, in its capacity as general partner of Harrowgate Private Equity Fund V LP, a Delaware limited partnership (the "Fund"), with its principal office at 1200 Concord Pike, Suite 600, Wilmington, DE 19803, acting through its sole member, Harrowgate Capital Partners LLC (the "General Partner");
and
THE KINGSBRIDGE ENDOWMENT FUND, a 501(c)(3) tax-exempt endowment organized under the laws of the Commonwealth of Massachusetts, with its principal office at 88 University Drive, Kingsbridge, MA 02140 (the "Investor" or the "Limited Partner").
The General Partner and the Investor are each referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, the General Partner is the general partner of Harrowgate Private Equity Fund V LP (the "Fund"), 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");
WHEREAS, the Investor has submitted a Subscription Agreement to subscribe for limited partnership interests in the Fund in the amount of One Hundred Million Dollars ($100,000,000) (the "Commitment");
WHEREAS, the Investor is a tax-exempt endowment fund described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), and has particular requirements relating to the avoidance of unrelated business taxable income ("UBTI") and compliance with its tax-exempt status;
WHEREAS, the Commitment is being made at or prior to the First Close of the Fund (the "First Close"), which is occurring on August 15, 2025, and the Investor qualifies as a "qualified purchaser" within the meaning of Section 2(a)(51) of the Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, the General Partner and the Investor desire to set forth certain supplemental terms and conditions applicable to the Investor's participation in the Fund, which shall supplement and, to the extent of any conflict, supersede the terms of the Partnership Agreement solely as applied to the Investor;
WHEREAS, this Side Letter was negotiated on behalf of the Investor by Pelham Chambers LLP (Andrew K. Leverett, Partner), with its offices at 125 High Street, Suite 800, Boston, MA 02110;
WHEREAS, the Investor has reviewed the Confidential Private Placement Memorandum of the Fund dated as of June 2, 2025 (the "Memorandum"), and the Partnership Agreement, and has had the opportunity to ask questions of the General Partner regarding the Fund, its investment strategy, and the terms and conditions of the offering; 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 contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
Section 1. Relationship to Partnership Agreement
1.1 This Side Letter supplements the Partnership Agreement and the Subscription Agreement executed by the Investor in connection with the Investor's subscription for limited partnership interests in the Fund. This Side Letter, together with the Partnership Agreement and the Subscription Agreement, sets forth the complete terms governing the Investor's participation in the Fund.
1.2 In the event of any conflict between this Side Letter and the Partnership Agreement, the terms of this Side Letter shall control solely with respect to the Investor. For the avoidance of doubt, any right, benefit, or accommodation granted to the Investor under this Side Letter is personal to the Investor and shall not modify the rights or obligations of any other limited partner of the Fund, except to the extent that any other limited partner elects to receive the benefit of a provision of this Side Letter pursuant to the most favored nation process described in Section 11 hereof.
1.3 This Side Letter shall not be construed to amend, modify, or otherwise affect the terms of the Partnership Agreement as applied to any limited partner other than the Investor. The General Partner's agreement to the terms set forth herein is made solely for the benefit of the Investor and does not create any precedent or expectation as to the terms on which any other limited partner may be admitted to the Fund.
1.4 Except as expressly modified herein, the Partnership Agreement shall remain in full force and effect with respect to the Investor, and the Investor shall remain subject to all obligations, restrictions, and limitations applicable to limited partners under the Partnership Agreement.
Section 2. UBTI / Blocker Entity Provisions
2.1 Investment Structure Election
(a) The General Partner acknowledges that the Investor is a tax-exempt organization described in Section 501(c)(3) of the Code and is therefore subject to taxation on unrelated business taxable income under Sections 511 through 514 of the Code. The General Partner further acknowledges that the Investor has a legitimate and substantial interest in structuring its investment in the Fund so as to minimize or eliminate its exposure to UBTI, and the General Partner agrees to cooperate with the Investor in achieving that objective as set forth in this Section 2.
(b) The General Partner agrees that the Investor shall have the right to invest its Commitment, in whole or in part, through one or more of the following structures:
(i) HGF V blocker Corp., a Delaware C corporation (the "blocker"), which has been organized by the General Partner for the purpose of enabling tax-exempt investors in the Fund to invest through a corporate entity that will be subject to corporate-level federal income taxation, thereby shielding such investors from the flow-through of UBTI;
(ii) Harrowgate Fund V Parallel LP, a Delaware limited partnership (the "Parallel Fund"), which has been organized by the General Partner to invest on a pari passu basis alongside the Fund in investments that are not expected to generate UBTI; or
(iii) a combination of the blocker and the Parallel Fund, in proportions to be determined by the Investor in consultation with the General Partner and the Investor's tax advisors.
(c) The General Partner shall use commercially reasonable efforts to structure the Investor's participation through the blocker or the Parallel Fund, as applicable, so that the Investor's investment shall be treated, for economic purposes, on substantially the same terms as a direct investment in the Fund. Without limiting the foregoing, the management fee, carried interest, preferred return, distribution waterfall, and other material economic terms applicable to the Investor's investment through the blocker or the Parallel Fund shall be substantially equivalent to the terms that would apply to a direct investment by the Investor in the Fund, subject to any adjustments necessitated by the interposition of the blocker or the Parallel Fund structure.
(d) Any additional costs or expenses attributable to the blocker (including, without limitation, corporate-level federal and state income taxes, franchise taxes, registered agent fees, accounting and tax return preparation costs, and legal fees associated with the formation and maintenance of the blocker) shall be allocated solely to investors investing through the blocker on a pro rata basis in proportion to their respective commitments through the blocker. The General Partner shall provide the Investor with a good-faith estimate of such additional costs and expenses prior to the Investor's structural election under clause (e) below. For the avoidance of doubt, such costs and expenses shall not be borne by limited partners investing directly in the Fund or through other vehicles.
(e) The Investor shall notify the General Partner of its structural election (Blocker, Parallel Fund, or combination, together with the allocation of its Commitment among such structures) no later than ten (10) business days prior to the First Close. In the event the Investor fails to provide such notice within the prescribed period, the Investor's entire Commitment shall be invested directly in the Fund, and the Investor shall bear any resulting UBTI exposure.
2.2 UBTI Monitoring and Reporting
(a) The General Partner shall use commercially reasonable efforts to provide the Investor with quarterly estimates of any income that may constitute UBTI, including, without limitation, income from debt-financed property under Section 514 of the Code, income from the conduct of an unrelated trade or business (within the meaning of Section 513 of the Code), and any other income that may be treated as UBTI under applicable provisions of the Code and the Treasury Regulations promulgated thereunder, in each case to the extent reasonably determinable based on information available to the General Partner at the time of such estimate.
(b) UBTI estimates shall be provided to the Investor within the same timeframe as the quarterly financial reports described in Section 8.1(b) of this Side Letter. The General Partner shall include such estimates as a supplemental schedule to the Investor's quarterly capital account statement or as a separate communication, as the General Partner may determine.
(c) The General Partner shall cooperate with the Investor's tax advisors in connection with the Investor's annual tax reporting and any examinations, audits, or inquiries by the Internal Revenue Service or any state or local taxing authority related to the Investor's UBTI exposure arising from its investment in the Fund. Such cooperation shall include, without limitation, providing access to relevant documentation, responding to reasonable information requests, and making available appropriate personnel of the General Partner or its affiliates for consultation. The Investor shall reimburse the General Partner for any reasonable out-of-pocket costs incurred by the General Partner in connection with such cooperation, to the extent such costs are not otherwise borne by the Fund.
Section 3. Excuse Rights for UBTI-Generating Investments
3.1 Right to Be Excused
(a) If the General Partner determines, in good faith and after consultation with the Fund's tax advisors (including Sylvia Hartwell of Calderwood & Harkness LLP, or such successor tax counsel as may be designated by the General Partner from time to time), that a proposed Fund investment is reasonably expected to generate a material amount of UBTI to the Investor (whether through acquisition indebtedness within the meaning of Section 514 of the Code, operation of a trade or business within the meaning of Section 513 of the Code, or otherwise), the General Partner shall provide the Investor with prior written notice of such investment (a "UBTI Notice"). Such UBTI Notice shall describe in reasonable detail the nature of the proposed investment, the basis for the General Partner's determination that it may generate UBTI, and, to the extent reasonably determinable, an estimate of the amount and character of UBTI that may be attributable to the Investor.
(b) The Investor shall have the right to be excused, in whole or in part, from participating in any investment that is the subject of a UBTI Notice, provided the Investor notifies the General Partner of its election to be excused within five (5) business days of receipt of such UBTI Notice (such notice, an "Excuse Election Notice"). An Excuse Election Notice shall specify whether the Investor elects to be excused from the investment in whole or only as to a specified portion thereof.
(c) If the Investor is excused from a particular investment pursuant to this Section 3.1, the Investor's unfunded Commitment shall not be reduced by the amount of the excused investment, and such amount shall remain available for future capital calls. The Investor shall not be entitled to any economic interest in the excused investment, including any gains, losses, income, or deductions attributable thereto. The General Partner shall have the right, but not the obligation, to offer the excused amount to other limited partners or to third parties in accordance with the Partnership Agreement and the General Partner's allocation policy.
(d) For the avoidance of doubt, excuse rights under this Section 3 shall not affect the Investor's obligation to fund capital calls for management fees, organizational expenses, Fund expenses, or other amounts payable by the Investor under the Partnership Agreement that are not attributable to a specific investment.
3.2 Limitations.  (a) The exercise of excuse rights by the Investor under this Section 3 shall be subject to the condition that such excuse does not cause the Fund to violate any applicable law, rule, or regulation or any covenant, representation, or restriction under the Partnership Agreement, the Fund's credit agreements, or any other contractual obligation of the Fund.
(b) The General Partner may, in its reasonable discretion, limit the aggregate amount of excuse rights exercised by all investors holding similar excuse provisions (whether under this Side Letter or any other side letter agreement) to ensure that the Fund can fulfill its investment obligations and maintain adequate diversification. In the event the General Partner determines that it is necessary to limit excuse rights, the General Partner shall allocate the available excuse capacity among eligible investors on a pro rata basis in proportion to their respective Commitments, or on such other basis as the General Partner may determine to be fair and equitable.
(c) The Investor acknowledges that the General Partner's determination as to whether a proposed investment is reasonably expected to generate UBTI involves inherent uncertainty and that the General Partner shall not be liable to the Investor for any UBTI that the Investor may incur as a result of Fund investments, except to the extent that the General Partner has failed to provide a UBTI Notice as required by Section 3.1(a) above due to the General Partner's gross negligence, willful misconduct, or fraud.
Section 4. Management Fee discount
4.1 Early Close discount
(a) In consideration of the Investor's Commitment 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 1.75% per annum to 1.65% per annum, calculated on the Investor's Commitment (the "Early Close discount"). The Early Close discount reflects the General Partner's acknowledgment of the Investor's early commitment to the Fund and the benefits that such early commitment provides to the Fund in terms of certainty of capital and fundraising momentum.
(b) The Early Close discount shall apply solely during the Investment Period, which shall commence on the date of the Final Close and continue for a period of five (5) years thereafter, unless earlier terminated in accordance with the Partnership Agreement. During the Investment Period, the Investor's management fee shall be calculated at the rate of 1.65% per annum on the Investor's Commitment, payable in advance in quarterly installments on the first business day of each calendar quarter (with pro rata adjustment for any partial quarter).
(c) Following the expiration or termination of the Investment Period, the management fee payable by the Investor shall revert to the standard rate of 1.50% per annum on the Investor's share of invested capital (net of realized dispositions and permanent write-downs), as provided in Section [__] of the Partnership Agreement. For the avoidance of doubt, the Early Close discount shall have no application to the management fee payable during the post-Investment Period.
4.2 No Large LP discount
(a) The Investor acknowledges that the Partnership Agreement and the Memorandum contemplate an additional five (5) basis point reduction in the management fee during the Investment Period (from 1.75% to 1.70%, or, if combined with the Early Close discount, from 1.65% to 1.60%) applicable to limited partners committing One Hundred Fifty Million Dollars ($150,000,000) or more to the Fund (the "Large LP discount").
(b) Because the Investor's Commitment of One Hundred Million Dollars ($100,000,000) is below the $150,000,000 commitment threshold for the Large LP discount, the Large LP discount does not apply to the Investor's Commitment, and the Investor is not entitled to such discount. Accordingly, the Investor's management fee during the Investment Period shall be 1.65% per annum, reflecting the Early Close discount only.
(c) For the avoidance of doubt, the Investor's right to elect additional management fee accommodations under the most favored nation process described in Section 11 hereof is subject to the exclusions set forth in Section 11.3, including the exclusion of management fee discounts based on commitment thresholds that the Investor does not meet.
Section 5. LPAC Membership
5.1 Designation.  (a) 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 membership on the LPAC shall continue for the term of the Fund unless the Investor ceases to be a limited partner of the Fund, voluntarily resigns from the LPAC, or is removed from the LPAC in accordance with the procedures set forth in the LPAC Charter or the Partnership Agreement.
(b) The Investor's designated representative on the LPAC shall be Dr. Philip W. Sheng, Chief Investment Officer of The Kingsbridge Endowment Fund, or such other individual as the Investor may designate from time to time by written notice to the General Partner. The Investor may also designate an alternate representative to attend and participate in LPAC meetings in the event that the primary representative is unable to attend.
(c) The LPAC shall be comprised of five (5) members. Three (3) members shall be designated at the First Close, with the anticipated initial members being: (i) the Investor (The Kingsbridge Endowment Fund); (ii) Northmoor State Pension System; and (iii) Edgecombe Insurance Group Ltd. The remaining two (2) LPAC seats shall be designated by the General Partner at or following subsequent closings, in accordance with the procedures set forth in the Partnership Agreement and the LPAC Charter.
5.2 LPAC Scope and Responsibilities
(a) The LPAC shall have the scope of authority set forth in the LPAC Charter and Terms of Reference adopted pursuant to the Partnership Agreement (the "LPAC Charter"), including, without limitation, the following functions:
(i) review and, where required, approval or disapproval of conflicts of interest and related-party transactions involving the General Partner, Harrowgate Capital Partners LLC, or their respective affiliates;
(ii) review of the Fund's valuation policies and procedures and, on an annual basis, review of the valuations of portfolio investments as determined by the General Partner;
(iii) review and approval of any waiver of investment restrictions or concentration limits set forth in the Partnership Agreement;
(iv) approval of any additional one-year extension of the Fund's term beyond the two one-year extensions that may be effected at the General Partner's discretion; and
(v) such other matters as may be referred to the LPAC by the General Partner or as may be within the scope of the LPAC's authority under the Partnership Agreement.
(b) The Investor's LPAC representative shall be subject to the confidentiality obligations set forth in the LPAC Charter, including, without limitation, obligations to maintain the confidentiality of nonpublic information regarding the Fund, its portfolio investments, and the deliberations of the LPAC. Such confidentiality obligations shall survive the Investor's resignation or removal from the LPAC and the termination of the Fund.
(c) LPAC membership shall not impose fiduciary duties on the Investor or its designated representative, and neither the Investor nor its LPAC representative shall have any liability to the Fund, the General Partner, or any other limited partner for actions taken or omitted in good faith in such capacity. The Investor and its LPAC representative shall be entitled to the benefit of the exculpation and indemnification provisions set forth in the Partnership Agreement to the same extent as other LPAC members.
Section 6. Tax-Exempt Status Representations and Covenants
6.1 Investor Representations
(a) The Investor hereby represents and warrants to the General Partner as of the date hereof, and shall be deemed to reaffirm such representations and warranties as of each date on which it funds a capital call, that:
(i) It is an organization described in Section 501(c)(3) of the Code and is exempt from federal income tax under Section 501(a) of the Code. The Investor has received a determination letter from the Internal Revenue Service confirming its tax-exempt status, and such determination letter has not been revoked, modified, or limited in any respect.
(ii) It is not a "benefit plan investor" as defined in 29 C.F.R. § 2510.3-101(f)(2), because it is not an employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and is not a plan described in Section 4975 of the Code; provided, however, that the Investor acknowledges that certain of its assets may be subject to restrictions imposed by the laws of the Commonwealth of Massachusetts or its governing documents that are analogous to, but distinct from, the restrictions imposed by ERISA, and the Investor shall be responsible for its own compliance with such restrictions.
(iii) It is a "qualified purchaser" as defined in Section 2(a)(51) of the 1940 Act and as further defined in Rule 2a51-1 promulgated thereunder, and it meets the requirements for investment in a fund relying on the exemption from registration under Section 3(c)(7) of the 1940 Act.
(b) The Investor agrees to promptly notify the General Partner in writing if any of the foregoing representations and warranties ceases to be true and correct in all material respects.
6.2 General Partner Covenants
(a) The General Partner covenants that it shall use commercially reasonable efforts to structure the Fund's investments and operations so as not to cause the Investor, solely by reason of its status as a limited partner of the Fund or by reason of its investment through the blocker or the Parallel Fund (as applicable), to lose its tax-exempt status under Section 501(c)(3) of the Code. The General Partner acknowledges that this covenant is a material inducement to the Investor's decision to invest in the Fund and that the Investor is relying on this covenant in making its Commitment.
(b) The General Partner shall promptly notify the Investor in writing if the General Partner becomes aware of any facts, circumstances, or developments that could reasonably be expected to jeopardize the Investor's tax-exempt status under Section 501(c)(3) of the Code. Such notice shall describe the relevant facts and circumstances in reasonable detail and shall include any recommendations of the General Partner or its tax advisors regarding steps that may be taken to mitigate the risk to the Investor's tax-exempt status.
(c) The General Partner shall provide such information, certifications, and documentation as the Investor may reasonably request in connection with the Investor's annual reporting to the Internal Revenue Service (including IRS Form 990 and any schedules thereto) or to other governmental authorities regarding its tax-exempt status, its endowment management, and its compliance with applicable federal and state tax laws. The General Partner shall respond to such requests in a timely manner, and in any event within thirty (30) days of receipt of such request.
Section 7. Enhanced ESG Reporting
7.1 ESG Reporting Commitment
(a) The General Partner acknowledges the Investor's commitment to responsible investment and its interest in understanding the environmental, social, and governance ("ESG") characteristics and performance of the Fund's portfolio investments. Accordingly, the General Partner shall provide the Investor with enhanced ESG reporting in connection with the Fund's portfolio investments, commencing with the first annual report following the First Close.
(b) ESG reporting shall include, at a minimum, the following:
(i) a summary of the Fund's ESG policy, including the General Partner's approach to integrating ESG considerations into the investment process, and a description of any material changes to such policy during the applicable reporting period;
(ii) a description of the ESG due diligence performed by the General Partner in connection with each new portfolio investment made during the reporting period, including a summary of material ESG risks and opportunities identified during the due diligence process;
(iii) a description of material ESG risks identified with respect to existing portfolio companies, including any changes in risk profile since the prior reporting period;
(iv) key ESG performance metrics for each portfolio company, to the extent reasonably available and quantifiable, including, without limitation: (A) carbon footprint and greenhouse gas emissions data (Scope 1 and Scope 2, and Scope 3 where available); (B) workforce diversity statistics (by gender, race/ethnicity, and, where applicable, other protected categories); (C) workplace safety metrics (including recordable injury rates and lost-time injury rates); and (D) governance structure and board composition (including number of independent directors, board diversity, and the existence of key governance committees); and
(v) a description of any ESG-related incidents, controversies, or material adverse developments involving portfolio companies during the reporting period, including, without limitation, any environmental violations, regulatory enforcement actions, workplace safety incidents, or governance failures.
7.2 Format and Frequency
(a) ESG reports shall be provided on an annual basis, no later than ninety (90) days after the end of each fiscal year of the Fund (which fiscal year shall be the calendar year, January 1 through December 31). The first ESG report shall cover the period from the First Close through December 31, 2025.
(b) The General Partner shall use commercially reasonable efforts to align ESG reporting with recognized reporting frameworks and standards as reasonably requested by the Investor, including, without limitation, the United Nations Principles for Responsible Investment ("UNPRI") reporting framework, the Sustainability Accounting Standards Board ("SASB") standards, and the Task Force on Climate-related Financial Disclosures ("TCFD") recommendations. The General Partner acknowledges that the Investor may be required to report on its investments in accordance with one or more of these frameworks and shall cooperate with the Investor in providing the data and information necessary for such reporting.
(c) The General Partner shall, upon the Investor's reasonable request (not more frequently than once per calendar year), make available a member of the investment team for an annual discussion of ESG matters relating to the Fund and its portfolio investments. The General Partner's designated ESG contact shall be Naveen S. Krishnamurthy, Principal, or such other member of the investment team as the General Partner may designate from time to time. Such discussion may be conducted by telephone, videoconference, or in person at a mutually convenient location.
Section 8. Reporting and Information Rights
8.1 Standard Reporting
The Investor shall receive all reports and information to which limited partners are entitled under the Partnership Agreement, including, without limitation:
(a) Audited Annual Financial Statements. Audited financial statements of the Fund prepared in accordance with U.S. generally accepted accounting principles ("GAAP"), audited by Caldwell, Fitch & Hartley LLP (Robert A. Fonseca, Audit Partner), or such successor independent registered public accounting firm as may be engaged by the General Partner, to be delivered to the Investor within one hundred twenty (120) days after the end of each fiscal year of the Fund.
(b) Unaudited Quarterly Financial Reports. Unaudited quarterly financial reports of the Fund, including a statement of net assets, a schedule of investments, and a summary of portfolio activity, to be delivered to the Investor within sixty (60) days after the end of each fiscal quarter.
(c) IRS Schedule K-1. IRS Schedule K-1 (Form 1065) for the Fund (or, if the Investor invests through the blocker, the applicable IRS Form 1120 and related schedules for the blocker), to be delivered to the Investor within the earlier of (A) seventy-five (75) days after the end of each fiscal year of the Fund or (B) the date on which K-1s (or corresponding tax reporting forms) are distributed to other limited partners of the Fund.
8.2 Enhanced Reporting
In addition to the standard reporting described in Section 8.1, the General Partner shall provide the Investor with the following enhanced reporting:
(a) Capital Account Statements. A capital account statement for the Investor, setting forth the Investor's beginning and ending capital account balance, contributions, distributions, allocations of net income and net loss, and any other adjustments, on a quarterly basis, to be delivered concurrently with the quarterly financial reports described in Section 8.1(b).
(b) Portfolio Company Summaries. A summary of all portfolio investments held by the Fund, including for each portfolio company: (A) the name and a brief description of the portfolio company; (B) the fair value of the Fund's investment as of the end of the reporting period; (C) the sector classification of the portfolio company; and (D) the geographic location of the portfolio company's principal operations, on a quarterly basis, to be delivered concurrently with the quarterly financial reports.
(c) Fee and Expense Schedule. A schedule of all management fees, carried interest (including any interim carried interest accruals), transaction fees, monitoring fees, directors' fees, and break-up fees received by the General Partner or its affiliates from portfolio companies during the applicable period, together with a calculation of the offsets applied to the management fee, on an annual basis, to be delivered concurrently with the audited annual financial statements.
(d) Key Person Event Notices. Notice of any Key Person Event (as defined in Section 15 of this Side Letter) within five (5) business days of its occurrence.
(e) Litigation and Regulatory Notices. Notice of any material litigation, arbitration, regulatory investigation, or regulatory proceeding involving the Fund, the General Partner, Harrowgate Capital Partners LLC, or any of their respective affiliates (to the extent such proceeding relates to the Fund or its investments), within ten (10) business days of the General Partner's becoming aware thereof. Such notice shall include a brief description of the nature of the proceeding, the parties involved, and the potential exposure or impact on the Fund.
(f) All reports, statements, notices, and other information to be provided to the Investor under this Section 8 may be delivered electronically (including by email or through a secure investor portal) to the Investor's designated representatives at the addresses specified in Section 18.5, or to such other addresses or persons as the Investor may designate by written notice to the General Partner from time to time.
Section 9. Co-Investment Rights
9.1 Co-Investment Opportunities
(a) The General Partner shall use commercially reasonable efforts to offer the Investor the opportunity to participate in co-investments alongside the Fund on a no-fee, no-carry basis, subject to the General Partner's then-applicable co-investment allocation policy. The General Partner acknowledges the Investor's interest in co-investment opportunities as a means of increasing its exposure to the Fund's investment strategy while reducing the blended cost of its overall investment program.
(b) Co-investment opportunities shall be offered on a deal-by-deal basis at the General Partner's sole discretion, and the Investor acknowledges and agrees that the General Partner is under no obligation to offer co-investment opportunities in any particular transaction or to allocate any minimum amount of co-investment capacity to the Investor. The General Partner shall have the right to allocate co-investment opportunities among the Investor and other eligible investors (including other limited partners, co-investment vehicles, and third parties) in such manner as the General Partner may determine in its sole discretion, taking into account such factors as the General Partner deems relevant, including the size and nature of the transaction, the investor's commitment to the Fund, the investor's ability to act on a co-investment opportunity within the required timeframe, and the General Partner's strategic relationships.
(c) The Investor shall have five (5) business days from receipt of a co-investment notice to indicate its preliminary interest in participating in such co-investment opportunity (a "Preliminary Indication"). A Preliminary Indication shall specify the approximate amount of the Investor's desired participation and shall be non-binding. Definitive co-investment terms, including the final allocation, investment structure, timing, and documentation requirements, shall be determined by the General Partner in its sole discretion and communicated to the Investor in a separate co-investment term sheet or subscription agreement.
9.2 Co-Investment Structure
(a) Any co-investment by the Investor may be structured to accommodate the Investor's tax-exempt status and UBTI concerns, including, without limitation, through the blocker, the Parallel Fund, or a special-purpose vehicle organized by the General Partner for such purpose. The General Partner shall use commercially reasonable efforts to make available a tax-efficient co-investment structure for the Investor, but the General Partner shall not be required to organize a separate vehicle for the Investor if, in the General Partner's reasonable judgment, such organization would be impracticable or unduly burdensome given the size and nature of the co-investment.
(b) The costs and expenses of any special-purpose vehicle organized to facilitate a co-investment by the Investor shall be borne by the co-investing parties on a pro rata basis in proportion to their respective co-investment amounts, unless the General Partner determines otherwise.
Section 10. Transfer Provisions
10.1 The General Partner acknowledges that the Investor's transfer of its limited partnership interest in the Fund shall be subject to the transfer provisions set forth in the Partnership Agreement, including, without limitation, the requirement that any transfer receive the prior written consent of the General Partner, which consent may be withheld in the General Partner's sole and absolute discretion, subject to the provisions of this Section 10.
10.2 The General Partner agrees that it shall not unreasonably withhold, condition, or delay its consent to a transfer by the Investor of all or any portion of its limited partnership interest to any of the following transferees (each, a "Permitted Transferee"):
(a) a successor endowment fund that directly succeeds to all or substantially all of the Investor's assets and liabilities;
(b) a foundation affiliated with the Investor or its parent institution; or
(c) an entity under common control with the Investor;
provided, in each case, that (i) the proposed transferee is a "qualified purchaser" within the meaning of Section 2(a)(51) of the 1940 Act, (ii) the proposed transferee satisfies all applicable know-your-customer ("KYC") and anti-money laundering ("AML") requirements, as verified by Pinnacle Fund Services LLC (the Fund's administrator) or such other third-party administrator or service provider as the General Partner may designate, (iii) the transfer does not cause the Fund to be treated as a "publicly traded partnership" within the meaning of Section 7704 of the Code, and (iv) the transfer is not otherwise prohibited by applicable law.
10.3 Any transfer of the Investor's limited partnership interest shall be documented using the Form of Transfer (Assignment) Agreement annexed to the Partnership Agreement and shall comply with all applicable federal and state securities laws, including, without limitation, the restrictions on transfer set forth in the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. The Investor shall bear all costs and expenses (including reasonable legal fees of the General Partner and the Fund) incurred in connection with any transfer.
Section 11. Most Favored Nation Election Rights
11.1 MFN Disclosure
(a) The General Partner shall, within thirty (30) days following the Final Close of the Fund (the "Final Close") (with such Final Close anticipated to occur no later than February 15, 2027), provide the Investor with a summary of all side letter provisions granted to other limited partners of the Fund (the "MFN Disclosure"). The MFN Disclosure shall describe each such side letter provision in sufficient detail to enable the Investor to evaluate whether it wishes to elect to receive the benefit of such provision.
(b) The MFN Disclosure shall exclude provisions that by their nature are specific to a particular investor's legal, regulatory, or tax status and are not susceptible of general application, as more fully described in Section 11.3 below.
(c) The Investor's MFN election rights under this Section 11 are available because the Investor's Commitment of One Hundred Million Dollars ($100,000,000) exceeds the Fifty Million Dollar ($50,000,000) threshold required for MFN participation as set forth in the Partnership Agreement.
11.2 Election Procedure
(a) The Investor shall have thirty (30) days from receipt of the MFN Disclosure to elect, by written notice to the General Partner (an "MFN Election Notice"), to receive the benefit of any one or more side letter provisions included in the MFN Disclosure. The MFN Election Notice shall identify each provision that the Investor elects to receive.
(b) Any provision elected by the Investor pursuant to this Section 11.2 shall be deemed incorporated into this Side Letter by reference and shall be effective as of the date of the Investor's MFN Election Notice (or, if so provided in the elected provision, as of the date of the First Close or such other date as may be specified therein). The General Partner shall promptly confirm receipt of the MFN Election Notice and the incorporation of the elected provisions into this Side Letter.
11.3 Exclusions.  The following categories of provisions shall be excluded from the MFN election process and shall not be available for election by the Investor:
(a) management fee discounts that are based on commitment thresholds that the Investor does not meet, including, without limitation, the Large LP discount applicable to limited partners committing One Hundred Fifty Million Dollars ($150,000,000) or more to the Fund;
(b) provisions relating to sovereign immunity, Sharia compliance, or similar investor-specific regulatory requirements;
(c) LPAC seat designations (which are addressed separately in Section 5 of this Side Letter); and
(d) provisions that are required by applicable law, regulation, or order of a governmental authority specific to the electing investor's jurisdiction of organization, domicile, or regulatory status, and that are not applicable to the Investor.
Section 12. Confidentiality
12.1 Confidentiality Obligations
(a) The terms and conditions of this Side Letter shall be treated as confidential by both Parties and shall not be disclosed to any person other than as expressly permitted by this Section 12, subject to the MFN disclosure process described in Section 11 and subject to any disclosure required by applicable law, regulation, judicial or administrative process, or the rules or requirements of any applicable governmental authority or self-regulatory organization.
(b) The General Partner may disclose the terms of this Side Letter:
(i) to its affiliates, including Harrowgate Capital Partners LLC, and to its and their respective directors, officers, employees, advisors, legal counsel (including Calderwood & Harkness LLP), auditors, administrators (including Pinnacle Fund Services LLC), and other service providers (including Caldwell, Fitch & Hartley LLP), in each case on a need-to-know basis and subject to obligations of confidentiality;
(ii) to the LPAC, to the extent necessary for the LPAC to discharge its responsibilities under the Partnership Agreement and the LPAC Charter; and
(iii) to other limited partners of the Fund as part of the MFN disclosure process described in Section 11, provided that the General Partner shall use commercially reasonable efforts to limit the scope of such disclosure to a summary description of the provisions of this Side Letter and shall not, unless required by applicable law, disclose the identity of the Investor in connection with such MFN disclosure.
12.2 Investor Disclosure
The Investor may disclose the terms of this Side Letter:
(a) to its board of trustees, investment committee, and other governing bodies, and to its officers, employees, and agents, in each case on a need-to-know basis;
(b) to its legal counsel (including Pelham Chambers LLP), tax advisors, auditors, investment consultants, and other professional advisors retained by the Investor, in each case subject to obligations of confidentiality; and
(c) to any other person to whom disclosure is required or appropriate in connection with the Investor's governance, reporting, compliance, or regulatory obligations, including, without limitation, any disclosure required under the laws of the Commonwealth of Massachusetts or any other jurisdiction applicable to the Investor, or in connection with the Investor's annual report, IRS Form 990, or other public filings.
Section 13. Compliance with Securities Laws and Fund Regulatory Status
13.1 The General Partner confirms that the Fund is relying on the exemption from registration as an investment company under Section 3(c)(7) of the 1940 Act and that all investors in the Fund are required to be "qualified purchasers" as defined in Section 2(a)(51) of the 1940 Act and Rule 2a51-1 promulgated thereunder. The General Partner shall take all steps necessary to maintain the Fund's eligibility for such exemption throughout the term of the Fund.
13.2 The offering and sale of limited partnership interests in the Fund are being conducted in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Regulation D, Rule 506(b), promulgated thereunder. The General Partner confirms that no general solicitation or general advertising has been or will be used in connection with the offering of limited partnership interests in the Fund.
13.3 Harrowgate Capital Partners LLC is registered with the U.S. Securities and Exchange Commission (the "SEC") as an investment adviser under the Investment Advisers Act of 1940, as amended (SEC File No. 801-79223; CRD No. 298417). The General Partner shall notify the Investor promptly if Harrowgate Capital Partners LLC ceases to be so registered or if its registration is suspended, revoked, or made subject to any conditions or restrictions.
13.4 The General Partner shall file Form D with the SEC within fifteen (15) days of the First Close (and shall amend such filing as required following subsequent closings), and shall make all required state blue sky notice filings in the Commonwealth of Massachusetts and such other jurisdictions as may be required by applicable law in connection with the sale of limited partnership interests to the Investor or other investors.
Section 14. Fund Economics Summary
For the convenience of the Parties, the following is a summary of the key economic terms applicable to the Investor's investment in the Fund, as set forth in the Partnership Agreement and as modified by this Side Letter. This summary is provided for reference purposes only and is not intended to amend or supersede the Partnership Agreement or this Side Letter. In the event of any conflict between this summary and the terms of the Partnership Agreement or this Side Letter, the Partnership Agreement and this Side Letter (as applicable) shall control.
Section 15. Key Person Provisions
15.1 The General Partner confirms that Marcus J. Harrowgate (Managing Partner) and Diana R. Castellano (Partner and Co-Head of Investments) are designated as Key Persons under the Partnership Agreement (collectively, the "Key Persons").
15.2 A "Key Person Event" shall be deemed to have occurred if either Key Person ceases to devote substantially all of his or her professional time and attention to the investment activities of the Fund, whether as a result of death, disability, voluntary resignation, termination, retirement, or any other cause. For purposes of this Section 15, "substantially all" shall mean, consistent with the Partnership Agreement, at least seventy-five percent (75%) of such Key Person's total professional working time.
15.3 Upon the occurrence of a Key Person Event, the Investment Period shall be automatically suspended and no new investments (other than follow-on investments in existing portfolio companies in amounts not exceeding reserved amounts) shall be made by the Fund until such time as the Key Person Event is cured (by the return of the departed Key Person or the designation of a replacement approved by a majority-in-interest of the limited partners) or waived by a majority-in-interest of the limited partners (excluding the General Partner and its affiliates), in each case in accordance with the procedures set forth in the Partnership Agreement.
15.4 The General Partner shall notify the Investor of any Key Person Event within five (5) business days of its occurrence, in accordance with the enhanced reporting provisions of Section 8.2(d) of this Side Letter. Such notice shall describe the circumstances giving rise to the Key Person Event and the General Partner's plan for addressing such event, including any proposed replacement Key Person.
Section 16. Removal Rights
16.1 The Investor acknowledges and confirms the following provisions of the Partnership Agreement relating to the removal of the General Partner:
(a) No-Fault Removal. Seventy-five percent (75%) in interest of the limited partners (excluding Commitments held by the General Partner and its affiliates) may, at any time, remove the General Partner without cause upon not less than sixty (60) days' prior written notice to the General Partner, in accordance with the procedures set forth in the Partnership Agreement.
(b) For-Cause Removal. A majority in interest of the limited partners (excluding Commitments held by the General Partner and its affiliates) may remove the General Partner for "cause," which shall mean: (i) fraud, willful misconduct, or gross negligence by the General Partner in the performance of its duties under the Partnership Agreement; (ii) a material breach by the General Partner of the Partnership Agreement that remains uncured for thirty (30) days after written notice thereof by the limited partners; or (iii) the bankruptcy, insolvency, or dissolution of the General Partner.
16.2 The removal provisions summarized in this Section 16 are set forth for the Investor's convenience and reference only and are subject in all respects to the full terms and conditions of the Partnership Agreement. Nothing in this Section 16 shall be construed to expand or limit the removal rights of the Investor or any other limited partner beyond those set forth in the Partnership Agreement.
Section 17. Governing Law and Dispute Resolution
17.1 This Side Letter shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of law thereof that would result in the application of the laws of any other jurisdiction.
17.2 Any dispute, controversy, or claim arising out of or in connection with this Side Letter, or the breach, termination, or validity hereof, shall be subject to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, New Castle County (or, if the Court of Chancery of the State of Delaware does not have or declines to exercise subject matter jurisdiction over such dispute, the Superior Court of the State of Delaware, New Castle County). Each Party hereby irrevocably consents to the personal jurisdiction of such courts and waives any objection it may have to the laying of venue of any such proceeding in such courts, including, without limitation, any objection based on the doctrine of forum non conveniens.
17.3 EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS SIDE LETTER OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Section 18. General Provisions
18.1 Entire Agreement
This Side Letter, together with the Partnership Agreement and the Subscription Agreement executed by the Investor, constitutes the entire agreement between the General Partner and the Investor with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, warranties, commitments, offers, letters of intent, and understandings, whether written or oral, between the Parties with respect to the subject matter hereof. No representation, warranty, promise, inducement, or statement of intention has been made by either Party that is not embodied in this Side Letter, the Partnership Agreement, or the Subscription Agreement, and neither Party shall be bound by or liable for any alleged representation, warranty, promise, inducement, or statement of intention not so set forth.
18.2 Amendments.  This Side Letter may be amended, modified, or supplemented only by a written instrument signed by both the General Partner and the Investor. No oral agreement, course of dealing, or waiver shall be effective to amend, modify, or supplement this Side Letter. For the avoidance of doubt, provisions deemed incorporated into this Side Letter pursuant to the MFN election process described in Section 11 shall be effective without the requirement of a separate written amendment.
18.3 Assignment.  This Side Letter may not be assigned by either Party without the prior written consent of the other Party, which consent may be withheld in such Party's sole discretion; provided, however, that this Side Letter may be assigned by the Investor, without the consent of the General Partner, to a Permitted Transferee in connection with a permitted transfer of the Investor's limited partnership interest in accordance with the Partnership Agreement and the transfer provisions of Section 10 of this Side Letter, and any such assignee shall be bound by and entitled to the benefits of this Side Letter to the same extent as the Investor.
18.4 Severability.  If any provision of this Side Letter, or the application thereof to any person or circumstance, is held to be invalid, illegal, or unenforceable by any court of competent jurisdiction, the remaining provisions of this Side Letter shall continue in full force and effect, and the invalid, illegal, or unenforceable provision shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the original intent of the Parties to the greatest extent possible.
18.5 Notices.  All notices, requests, consents, demands, and other communications required or permitted under this Side Letter shall be in writing and shall be deemed to have been duly given when: (a) delivered personally; (b) sent by registered or certified mail, return receipt requested, postage prepaid; (c) sent by nationally recognized overnight courier service; or (d) sent by email (with confirmation of receipt), to the following addresses (or such other addresses as a Party may designate by written notice to the other Party in accordance with this Section 18.5):
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:
The Kingsbridge Endowment Fund 88 University Drive Kingsbridge, MA 02140
Attention: Dr. Philip W. Sheng, Chief Investment Officer
with a copy (which shall not constitute notice) to:
Pelham Chambers LLP 125 High Street, Suite 800 Boston, MA 02110
Attention: Andrew K. Leverett
18.6 Counterparts.  This Side Letter may be executed in one or more 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 this Side Letter by email (in .pdf format) or other electronic transmission shall be effective as delivery of a manually executed counterpart.
18.7 Third-Party Beneficiaries
This Side Letter is entered into for the sole benefit of the Parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person (including, without limitation, any other limited partner of the Fund) any right, benefit, or remedy of any nature whatsoever under or by reason of this Side Letter.
[Remainder of page intentionally left blank. Signature pages follow.]
IN WITNESS WHEREOF, the Parties have executed this Side Letter Agreement as of the date first written above.
HARROWGATE FUND V GP LLC
By: Harrowgate Capital Partners LLC, its sole member
By: ________
Name: Marcus J. Harrowgate
Title: Managing Partner
Date: ________
THE KINGSBRIDGE ENDOWMENT FUND
By: ________
Name: Dr. Philip W. Sheng
Title: Chief Investment Officer
Date: ________
ACKNOWLEDGMENT OF COUNSEL
The undersigned hereby acknowledge that they have reviewed this Side Letter Agreement and confirm that, to their knowledge, the terms set forth herein are consistent with the terms negotiated on behalf of their respective clients.
CALDERWOOD & HARKNESS LLP Fund Counsel
By: ________
Name: Graham Sutherland
Title: Responsible Partner
Date: ________
PELHAM CHAMBERS LLP Counsel to the Investor
By: ________
Name: Andrew K. Leverett
Title: Partner
Date: ________
Term | Description
Commitment | $100,000,000
Management Fee (Investment Period) | 1.65% per annum on committed capital (reflecting the Early Close discount set forth in Section 4.1)
Management Fee (Post-Investment Period) | 1.50% per annum on invested capital (net of realized dispositions and permanent write-downs)
Carried Interest | 20% above an 8% preferred return (compounded annually)
Distribution Waterfall | European-style whole-fund waterfall with 80/20 GP catch-up
GP Commitment | 2.5% of aggregate commitments ($50,000,000 at hard cap of $2,000,000,000)
Transaction Fee Offset | 100% of net transaction, monitoring, and break-up fees received by the General Partner or its affiliates offset against the management fee
Organizational Expenses Cap | $3,500,000
Investment Period | 5 years from the Final Close
Fund Term | 10 years from the Final Close, with two one-year extensions at the General Partner's discretion and one additional one-year extension subject to LPAC approval

SIDE LETTER AGREEMENT

RECITALS

HARROWGATE FUND V GP LLC

THE KINGSBRIDGE ENDOWMENT FUND

Record

Parties

Dates

Amounts