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SIDE LETTER

to the Agreement of Limited Partnership of Harrowgate Private Equity Fund V LP

Dated as of August 15, 2025

This Side Letter (this "Side Letter") is entered into as of the date of the First Close (as defined in the Partnership Agreement referred to below), which date is expected to be August 15, 2025, by and between:

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

Address: c/o Harrowgate Capital Partners LLC

1200 Concord Pike, Suite 600 Wilmington, DE 19803

and

NORTHMOOR STATE PENSION SYSTEM, a governmental pension plan organized under the laws of the State of Northmoor (the "Limited Partner" or the "Investor"),

Address: 400 Capitol Boulevard, Suite 1100

Northmoor City, Northmoor

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

This Side Letter is entered into in connection with, and supplements, the Agreement of Limited Partnership of Harrowgate Private Equity Fund V LP, dated as of August 15, 2025 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Partnership Agreement" or the "LPA"), pursuant to which the Limited Partner has agreed to make a capital commitment of Two Hundred Million Dollars ($200,000,000) (the "Commitment") to the Fund.

RECITALS

WHEREAS:

A. The General Partner is the sole general partner of Harrowgate Private Equity Fund V LP, a Delaware limited partnership formed pursuant to, and governed by, the Partnership Agreement and a Certificate of Limited Partnership filed with the Secretary of State of the State of Delaware;

B. Harrowgate Capital Partners LLC, a Delaware limited liability company (the "Sponsor"), is the sole member of the General Partner and serves as the investment adviser to the Fund;

C. The Limited Partner has submitted a Subscription Agreement (the "Subscription Agreement") committing to make a capital contribution of Two Hundred Million Dollars ($200,000,000) to the Fund (the "Commitment"), which Subscription Agreement has been accepted by the General Partner;

D. The Limited Partner is a governmental plan as defined in Section 3(32) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and is therefore not subject to Title I of ERISA, but is subject to state public records laws, freedom of information laws, and open meetings laws applicable to governmental entities in the State of Northmoor;

E. In connection with the Limited Partner's Commitment and as a condition to the Limited Partner's investment in the Fund, the General Partner has agreed to provide the Limited Partner with certain supplemental rights, accommodations, and modifications to the terms of the Partnership Agreement, as more fully set forth herein;

F. This Side Letter has been negotiated with the assistance of Aldworth & McBride LLP, outside legal counsel to the Limited Partner; and

G. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Partnership Agreement.

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

Section 1. Management Fee Reduction

1.1 Early Close discount. The General Partner hereby confirms that the Limited Partner is committing to the Fund at the First Close. In accordance with the fee terms set forth in the Confidential Private Placement Memorandum dated March 15, 2025 (the "PPM") and the Partnership Agreement, the Limited Partner is entitled to a reduction of ten (10) basis points from the standard management fee rate applicable during the Investment Period. Accordingly, the standard management fee rate of 1.75% per annum on committed capital applicable during the Investment Period shall be reduced to 1.65% per annum on committed capital with respect to the Limited Partner's Commitment, solely as a result of the Limited Partner's participation at the First Close.

1.2 Large LP discount. The General Partner further confirms that the Limited Partner's Commitment of Two Hundred Million Dollars ($200,000,000) exceeds the One Hundred Fifty Million Dollar ($150,000,000) threshold described in Section 7.2(b) of the Partnership Agreement, which provides for an additional five (5) basis point reduction in the management fee rate during the Investment Period. Accordingly, in addition to the Early Close discount set forth in Section 1.1 above, the Limited Partner shall receive an additional five (5) basis point reduction, yielding a cumulative management fee reduction of fifteen (15) basis points from the standard rate of 1.75% per annum.

1.3 Effective Management Fee Rate. Taking into account the Early Close discount and the Large LP discount, the management fee applicable to the Limited Partner's Commitment during the Investment Period shall be 1.60% per annum, calculated on committed capital. For the avoidance of doubt, based on the Limited Partner's Commitment of $200,000,000, the annual management fee payable by the Limited Partner during the Investment Period shall be $3,200,000 (i.e., $200,000,000 × 1.60%). Following the expiration or earlier termination of the Investment Period, the management fee applicable to the Limited Partner shall be calculated at the standard post-Investment Period rate of 1.50% per annum on invested capital (net of realized dispositions), as provided in the Partnership Agreement, without further discount or reduction pursuant to this Side Letter.

1.4 Non-Applicability to Other Limited Partners. The management fee reductions set forth in this Section 1 apply solely to the Limited Partner's Commitment and are personal to the Limited Partner. Nothing in this Section 1 shall affect the management fee calculations applicable to any other limited partner of the Fund, except to the extent that another limited partner independently qualifies for similar reductions under the terms of the Partnership Agreement, the PPM, or a separate side letter agreement.

Section 2. Co-Investment Rights

2.1 Pro Rata Co-Investment Allocation. The General Partner agrees that, with respect to any portfolio investment for which the Fund's aggregate equity commitment (including any equity funded through parallel vehicles managed by the Sponsor) exceeds One Hundred Fifty Million Dollars ($150,000,000) (a "Qualifying Investment"), the Limited Partner shall be offered a co-investment opportunity on a pro rata basis. For purposes of this Section 2.1, the Limited Partner's pro rata share shall be determined based on the ratio of the Limited Partner's Commitment to the aggregate commitments of all limited partners to the Fund (including any parallel vehicles) as of the applicable closing date for such Qualifying Investment.

2.2 Notice of Co-Investment Opportunity. The General Partner shall provide the Limited Partner with written notice of each qualifying co-investment opportunity as promptly as practicable following the General Partner's determination that a portfolio investment is expected to constitute a Qualifying Investment. Such notice shall include, at a minimum: (a) a summary description of the proposed investment, including the target company name (or, if the transaction is subject to confidentiality restrictions, a description sufficient to permit the Limited Partner to evaluate the opportunity), the industry sector, and the geographic location of the target; (b) the estimated total equity requirement and the Fund's anticipated equity commitment; (c) the co-investment allocation available to the Limited Partner on a pro rata basis; and (d) the expected timeline for closing of the investment. The Limited Partner shall have not fewer than ten (10) business days from the date of receipt of such notice to accept or decline the co-investment opportunity in writing. If the Limited Partner fails to respond within such ten (10) business day period, the Limited Partner shall be deemed to have declined such co-investment opportunity.

2.3 Terms of Co-Investment. Unless otherwise mutually agreed between the Parties in writing, all co-investments offered to the Limited Partner pursuant to this Section 2 shall be made through a co-investment vehicle or other investment structure established by the General Partner or the Sponsor, and such co-investment shall be on a no-fee, no-carry basis. For the avoidance of doubt, "no-fee, no-carry basis" means that no management fee or carried interest shall be charged to the Limited Partner (or to any co-investment vehicle through which the Limited Partner participates) with respect to such co-investment. The co-investment vehicle may, however, require co-investing limited partners to bear their pro rata share of organizational expenses, legal fees, and other direct costs reasonably incurred in connection with the structuring and administration of the co-investment.

2.4 No Obligation. The Limited Partner shall have no obligation to participate in any co-investment opportunity offered pursuant to this Section 2. The Limited Partner's election to decline any particular co-investment opportunity shall not prejudice, diminish, or otherwise affect the Limited Partner's rights under the Partnership Agreement, this Side Letter, or any future co-investment offering by the General Partner. For the avoidance of doubt, the Limited Partner's decision not to participate in a co-investment shall not reduce the Limited Partner's Commitment to the Fund or alter the Limited Partner's allocations of profits, losses, or distributions under the Partnership Agreement.

2.5 Allocation Priority. The General Partner acknowledges that, in allocating co-investment opportunities among limited partners of the Fund, the General Partner shall act in good faith and on a fair and reasonable basis. The General Partner shall take into account relevant considerations, including each limited partner's commitment size, the terms of any applicable side letter agreements, the nature and size of the co-investment opportunity, and the limited partner's expressed interest in co-investment opportunities of a similar type. Nothing in this Section 2 shall be construed to grant the Limited Partner exclusive rights to any co-investment opportunity, and the General Partner reserves the right to allocate co-investment opportunities to other limited partners, affiliates of the Sponsor, or third parties, provided that the Limited Partner first receives its pro rata allocation with respect to any Qualifying Investment as provided in Section 2.1.

Section 3. LPAC Seat Designation

3.1 Designation Right. The General Partner agrees that, for the duration of the Fund Term (including any extensions thereof), the Limited Partner shall be entitled to designate one (1) representative to serve as a member of the Limited Partner Advisory Committee (the "LPAC") of the Fund, as established pursuant to the Partnership Agreement. The Limited Partner hereby designates Helen T. Barrows, Director of Private Markets, Northmoor State Pension System, as its initial LPAC representative, effective as of the First Close.

3.2 LPAC Composition. The LPAC shall consist of five (5) members, each of whom shall be a designee of a limited partner of the Fund selected by the General Partner in consultation with the limited partners. Three (3) LPAC members, including the Limited Partner's designated representative, shall be designated at or prior to the First Close. The remaining two (2) LPAC members shall be designated on or before the Final Close. The Limited Partner's designated representative shall serve from the First Close for the duration of the Fund Term, subject to the Limited Partner's right to replace its designated representative at any time by delivering written notice to the General Partner identifying the replacement representative. Such replacement shall be effective upon the General Partner's receipt of such notice (or such later date as may be specified therein).

3.3 Alternate Representative. The Limited Partner may designate an alternate representative to attend any LPAC meeting in the event that the primary representative designated pursuant to Section 3.1 is unavailable due to scheduling conflicts, illness, or other circumstances. The Limited Partner shall provide prior written notice to the General Partner (including via electronic mail) of the identity of the alternate representative reasonably in advance of the applicable LPAC meeting. Such alternate representative shall have the same rights and authority as the primary representative with respect to the applicable meeting, including the right to vote on matters presented to the LPAC.

3.4 Scope and Governance. The LPAC shall operate in accordance with the LPAC Charter and Terms of Reference (the "LPAC Charter") adopted by the Fund, a copy of which has been provided to the Limited Partner. The scope of the LPAC's authority shall include, without limitation, the review and approval of potential conflicts of interest involving the General Partner or the Sponsor, the review of portfolio company valuations prepared by the General Partner, the approval of extensions of the Investment Period or the Fund Term, and the granting of waivers with respect to investment restrictions set forth in the Partnership Agreement. Each LPAC member, including the Limited Partner's designated representative, shall be subject to the confidentiality obligations set forth in the LPAC Charter; provided, however, that the confidentiality obligations applicable to the Limited Partner's LPAC representative shall at all times be subject to and qualified by the provisions of Section 5 (Public Records / FOIA Provisions) of this Side Letter, and any disclosure made by the Limited Partner's representative in compliance with Section 5 shall not constitute a breach of the LPAC Charter.

3.5 Expenses. Reasonable and documented out-of-pocket expenses incurred by the Limited Partner's LPAC representative (or alternate representative) in connection with LPAC service, including travel, lodging, and meal expenses reasonably and directly related to attendance at LPAC meetings, shall be reimbursed by the Fund in accordance with the Fund's expense reimbursement policies. The Limited Partner's representative shall submit expense reimbursement requests to the General Partner within sixty (60) days following the date on which such expenses are incurred, accompanied by reasonable supporting documentation.

Section 4. Excuse Rights

4.1 Restricted Jurisdictions. The Limited Partner shall have the right to be excused from participating in (and shall not be required to fund capital contributions with respect to) any portfolio investment that is located in, organized in, or derives a material portion (defined for purposes of this Section 4 as twenty-five percent (25%) or more) of its revenues from, any jurisdiction with respect to which the Limited Partner is prohibited from investing by applicable federal or state law, regulation, executive order, economic sanctions program administered by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), or the investment policies of the Northmoor State Pension System as adopted or amended from time to time by its board of trustees, in each case as notified to the General Partner in writing from time to time (each such jurisdiction, a "Restricted Jurisdiction"). The Limited Partner shall provide the General Partner with an initial list of Restricted Jurisdictions promptly following the execution of this Side Letter, and shall update such list from time to time as changes occur.

4.2 Procedure. The General Partner shall use commercially reasonable efforts to provide the Limited Partner with advance written notice of any proposed portfolio investment that the General Partner reasonably believes may involve a Restricted Jurisdiction. Such notice shall identify the relevant jurisdiction and provide a brief description of the proposed investment's connection thereto. The Limited Partner shall have five (5) business days from the date of receipt of such notice to notify the General Partner in writing that it elects to be excused from such investment. If the Limited Partner fails to respond within such five (5) business day period, the Limited Partner shall be deemed to have elected not to exercise its excuse right with respect to such investment and shall be obligated to fund its capital contribution with respect thereto on the same basis as all other participating limited partners.

4.3 Effect of Excuse. If the Limited Partner exercises its excuse right pursuant to this Section 4 with respect to a portfolio investment, the Limited Partner's unfunded Commitment shall be permanently reduced by the amount of the excused capital contribution attributable to such portfolio investment, and such excused amount shall not be subject to future recall or reinstatement. The Limited Partner shall have no right to share in the profits, losses, income, gain, deduction, or distributions attributable to the excused investment, and the Limited Partner's allocable share of such items with respect to the excused investment shall be reallocated among the remaining participating limited partners of the Fund on a pro rata basis in accordance with their respective capital contributions to such investment.

4.4 Limitation. The exercise of excuse rights under this Section 4 shall not relieve the Limited Partner of its obligation to fund capital contributions with respect to non-excused investments, including the Limited Partner's share of management fees, organizational expenses, Fund-level expenses, and other obligations arising under the Partnership Agreement. In no event shall the aggregate amount of capital contributions excused pursuant to this Section 4 exceed fifteen percent (15%) of the Limited Partner's total Commitment without the prior written consent of the General Partner.

Section 5. Public Records / FOIA Provisions

5.1 Governmental Plan Status. The Parties acknowledge and agree that the Limited Partner is a governmental pension plan and a public body subject to the public records and freedom of information laws, open meetings laws, and related open government requirements of the State of Northmoor, including, without limitation, the Northmoor Freedom of Information Act, the Northmoor Open Meetings Act, and any successor statutes or regulations promulgated thereunder (collectively, "FOIA Requirements"). The General Partner acknowledges that the Limited Partner cannot contract away its obligations under FOIA Requirements and that compliance with such requirements is a condition of the Limited Partner's participation in the Fund.

5.2 Permitted Disclosure. Notwithstanding any confidentiality provisions contained in the Partnership Agreement, this Side Letter, or any other agreement between the Parties, the Limited Partner shall be permitted to disclose information regarding the Fund, the General Partner, the Sponsor, portfolio investments, and the terms of the Partnership Agreement and this Side Letter to the extent required by applicable FOIA Requirements, provided that the Limited Partner shall:

(a) provide the General Partner with prompt written notice of any FOIA request, public records request, subpoena, or similar compulsory process that seeks disclosure of information relating to the Fund, the General Partner, or the Sponsor (to the extent that providing such notice is legally permitted and does not impede the Limited Partner's compliance with applicable response deadlines);

(b) use commercially reasonable efforts to invoke any applicable exemptions, exceptions, or exclusions to disclosure available under FOIA Requirements, including, without limitation, exemptions for trade secrets, proprietary business information, confidential financial data, and draft or deliberative materials;

(c) cooperate in good faith with the General Partner in seeking protective orders, confidentiality agreements, or other appropriate judicial or administrative relief to limit the scope of any required disclosure, including by supporting any intervention by the General Partner in any administrative or judicial proceeding relating to a FOIA request, provided that the General Partner shall bear its own costs in connection with any such intervention; and

(d) to the extent practicable, provide the General Partner with a reasonable opportunity (not less than five (5) business days, to the extent permitted by applicable deadlines under FOIA Requirements) to review proposed disclosures prior to their release.

5.3 Commercially Sensitive Information. The General Partner shall clearly and conspicuously mark, label, or otherwise designate in writing any information provided to the Limited Partner that the General Partner considers to be confidential, proprietary, or constituting trade secrets. Such marking shall be in a form reasonably calculated to identify the specific information claimed to be exempt from disclosure, and shall include a brief statement of the basis for the claimed exemption. The General Partner acknowledges that the mere designation of information as "confidential" may not, in and of itself, be sufficient to exempt such information from disclosure under FOIA Requirements, and that the determination of whether a FOIA exemption applies shall be made by the Limited Partner (or, if challenged, by the applicable administrative or judicial body) in accordance with applicable law.

5.4 No Breach. Any disclosure of information made by the Limited Partner in good faith compliance with this Section 5, including disclosures made pursuant to applicable FOIA Requirements, shall not constitute a breach of the confidentiality provisions of the Partnership Agreement, this Side Letter, or any other agreement between the Parties. The General Partner shall not seek damages, indemnification, or other remedies from the Limited Partner on account of any such disclosure.

5.5 Public Reporting. The Limited Partner may, without restriction and without the prior consent of the General Partner, publicly disclose the following information (including in board of trustees reports, investment committee reports, public meeting materials, annual reports, comprehensive annual financial reports, and responses to inquiries from members, retirees, or the public):

(a) the name of the Fund and the Sponsor;

(b) the Limited Partner's Commitment amount;

(c) aggregate net performance data with respect to the Limited Partner's investment in the Fund, including net internal rate of return ("net IRR"), total value to paid-in capital ("TVPI"), distributions to paid-in capital ("DPI"), and net asset value ("NAV"); and

(d) the management fee rate, carried interest (or performance allocation) rate, and preferred return applicable to the Limited Partner's investment in the Fund.

The Limited Partner shall not, without the General Partner's prior written consent (which may be given or withheld in the General Partner's sole discretion), publicly disclose: (i) the identity of other limited partners of the Fund; (ii) specific portfolio company valuations or deal-level financial information; or (iii) proprietary investment strategies, trade secrets, or other competitively sensitive information of the General Partner or the Sponsor. For the avoidance of doubt, this Section 5.5 is subject to the Limited Partner's overriding obligations under FOIA Requirements as described in Section 5.2.

Section 6. Reporting Obligations

6.1 Quarterly Reports. In addition to the reporting obligations set forth in the Partnership Agreement, the General Partner shall provide the Limited Partner with quarterly unaudited financial statements of the Fund, together with a portfolio summary setting forth a description of each portfolio investment, the cost basis and estimated fair value of each portfolio investment, and a narrative overview of material developments during the applicable quarter. Such quarterly reports shall be delivered to the Limited Partner within sixty (60) calendar days after the end of each fiscal quarter of the Fund (with the fiscal quarters ending on March 31, June 30, September 30, and December 31 of each year).

6.2 Annual Audited Financial Statements. Annual audited financial statements of the Fund, prepared in accordance with U.S. generally accepted accounting principles ("GAAP") and audited by Caldwell, Fitch & Hartley LLP (or such other nationally recognized independent accounting firm as may be engaged by the General Partner as the Fund's independent auditor), shall be provided to the Limited Partner within one hundred twenty (120) calendar days after the end of each fiscal year of the Fund (which fiscal year shall end on December 31 of each calendar year). The annual audited financial statements shall include a balance sheet, a statement of operations, a statement of changes in partners' capital, a statement of cash flows, and notes thereto.

6.3 Schedule K-1. The General Partner shall use commercially reasonable efforts to deliver the Limited Partner's Internal Revenue Service Schedule K-1 (Form 1065) within ninety (90) calendar days after the end of each fiscal year of the Fund. In the event that the General Partner is unable to deliver the final Schedule K-1 within such ninety (90) day period, the General Partner shall provide the Limited Partner with a draft or estimated Schedule K-1 within such period and shall deliver the final Schedule K-1 as promptly as practicable thereafter.

6.4 ESG Reporting. Upon the Limited Partner's written request (which may be made no more than once per fiscal year), the General Partner shall provide the Limited Partner with an annual summary of the Fund's environmental, social, and governance ("ESG") practices, policies, and initiatives, including: (a) a description of the General Partner's ESG integration framework and its application to investment decision-making; (b) a summary of any material ESG-related developments, incidents, or controversies with respect to portfolio companies during the applicable reporting period; and (c) such other ESG-related information as may be reasonably requested by the Limited Partner and as is readily available to the General Partner without undue burden or expense.

6.5 Capital Account Statements. The General Partner shall provide the Limited Partner with quarterly capital account statements within sixty (60) calendar days after the end of each fiscal quarter. Each capital account statement shall reflect, at a minimum: (a) capital contributions made by the Limited Partner during the applicable quarter; (b) distributions received by the Limited Partner during the applicable quarter; (c) allocations of net income, net gain, net loss, and deductions to the Limited Partner during the applicable quarter; and (d) the Limited Partner's ending capital account balance as of the last day of the applicable quarter.

Section 7. Annual In-Person Meeting

7.1 Annual Meeting. The General Partner shall hold at least one (1) in-person annual meeting of limited partners during each calendar year following the First Close (the "Annual Meeting"). At each Annual Meeting, senior members of the Fund's investment team, including Marcus J. Harrowgate, Founder, Managing Partner and Chief Investment Officer, and Diana R. Castellano, Partner and Co-Head of Investments, shall be available to present a comprehensive review of portfolio performance, investment activity, the current investment pipeline, macroeconomic outlook, and overall Fund strategy. The General Partner shall provide written notice of the date, time, location, and agenda for each Annual Meeting to the Limited Partner not fewer than thirty (30) calendar days in advance.

7.2 Location. The Annual Meeting shall be held at a location reasonably accessible to the Limited Partner and the other limited partners of the Fund. To the extent practicable, the General Partner shall rotate the location of the Annual Meeting among major metropolitan areas in the United States. In the event that the Limited Partner is unable to attend the Annual Meeting in person, the General Partner shall make arrangements for the Limited Partner to participate by videoconference or other remote communication technology.

7.3 Individual Meeting. In addition to the Annual Meeting described in Section 7.1, the General Partner shall, upon the Limited Partner's reasonable written request, arrange for a separate one-on-one meeting (in person or by videoconference, at the Limited Partner's election) between the Limited Partner and senior members of the investment team at least once per calendar year. Such individual meeting shall be scheduled at a mutually convenient time and shall provide the Limited Partner with an opportunity to discuss portfolio performance, investment strategy, risk management, and any other matters of interest to the Limited Partner in connection with its investment in the Fund.

Section 8. Key Person Event Notification

8.1 Key Person Definition. The Parties acknowledge and confirm that the Key Persons for purposes of the Partnership Agreement are: (a) Marcus J. Harrowgate, Founder, Managing Partner and Chief Investment Officer of Harrowgate Capital Partners LLC; and (b) Diana R. Castellano, Partner and Co-Head of Investments of Harrowgate Capital Partners LLC.

8.2 Prompt Notice. The General Partner shall provide the Limited Partner with written notice within five (5) business days of the occurrence of a Key Person Event. For purposes of this Section 8, a "Key Person Event" shall mean any event described as a "Key Person Event" in the Partnership Agreement, including, without limitation, the death, disability, resignation, retirement, or termination of either Marcus J. Harrowgate or Diana R. Castellano, or any other circumstance in which either Key Person ceases to devote substantially all of his or her professional time and attention to the management and affairs of the Fund and the Sponsor. Such notice shall describe in reasonable detail the circumstances giving rise to the Key Person Event and the General Partner's initial assessment of the impact thereof on the Fund.

8.3 Suspension and Cure. Upon the occurrence of a Key Person Event, the Investment Period shall be automatically suspended in accordance with Section 10.3 of the Partnership Agreement, during which time the General Partner shall not make any new portfolio investments (other than follow-on investments in existing portfolio companies that have been previously approved). The suspension of the Investment Period shall continue unless and until the Key Person Event is cured (by the return of the departed Key Person or the appointment of a successor Key Person approved by a majority-in-interest of the limited partners) or waived by a vote of a majority-in-interest of the limited partners (excluding the General Partner and its affiliates). The General Partner shall keep the Limited Partner promptly informed of any proposed cure, replacement, or waiver, and shall provide the Limited Partner with a reasonable opportunity to evaluate and provide input on any such proposal prior to any formal vote of the limited partners.

8.4 Consultation. During any period in which the Investment Period is suspended as a result of a Key Person Event, the Limited Partner (acting through its LPAC representative designated pursuant to Section 3, or through such other representative as the Limited Partner may designate) shall have the right to consult with the General Partner regarding the proposed resolution of the Key Person Event, including any proposed replacement Key Person. The General Partner shall provide the Limited Partner with reasonable access to relevant information, including the qualifications and experience of any proposed replacement Key Person, and shall consider in good faith any feedback or recommendations provided by the Limited Partner.

Section 9. GP Removal Provisions

9.1 No-Fault Removal. The Limited Partner acknowledges that, pursuant to Section 12.2(a) of the Partnership Agreement, the General Partner may be removed as general partner of the Fund without cause by a vote of not less than seventy-five percent (75%) in interest of the limited partners of the Fund (excluding commitments made by the General Partner, the Sponsor, and their respective affiliates) at any time following the expiration or earlier termination of the Investment Period, or upon the occurrence of a Key Person Event that remains uncured for a period of one hundred eighty (180) or more consecutive days. Such removal shall be effective in accordance with the procedures set forth in the Partnership Agreement.

9.2 For-Cause Removal. The General Partner may be removed for cause by a vote of a majority in interest of the limited partners of the Fund (excluding commitments made by the General Partner, the Sponsor, and their respective affiliates). For purposes of this Section 9.2, "cause" shall include: (a) a final, non-appealable judicial determination that the General Partner or any of its principals has committed fraud, gross negligence, or willful misconduct in connection with the management of the Fund; (b) a material breach by the General Partner of the Partnership Agreement that remains uncured for a period of sixty (60) days following written notice of such breach from the limited partners; (c) the institution of bankruptcy, insolvency, reorganization, or similar proceedings by or against the General Partner or the Sponsor that are not dismissed within ninety (90) days; or (d) such other acts or omissions as may constitute "cause" under the Partnership Agreement.

9.3 Notice of Removal Proceedings. The General Partner shall promptly notify the Limited Partner in writing of any formal demand, petition, or proceeding initiated by one or more other limited partners of the Fund seeking the removal of the General Partner, whether for cause or without cause, to the extent that disclosure of such demand or proceeding is permitted by applicable law and the terms of the Partnership Agreement. Such notice shall include a description of the grounds asserted for removal and the identity of the limited partner(s) initiating the demand or proceeding, to the extent known to the General Partner.

9.4 Voting Rights. For purposes of any vote of the limited partners on the removal of the General Partner pursuant to this Section 9 or the corresponding provisions of the Partnership Agreement, the Limited Partner's Commitment of Two Hundred Million Dollars ($200,000,000) shall be counted in full in determining whether the applicable voting threshold has been met, regardless of whether the Limited Partner has fully funded its Commitment at the time of such vote.

Section 10. Transfer and Assignment

10.1 Right of Transfer. The Limited Partner shall have the right to transfer all or a portion of its interest in the Fund in accordance with the transfer provisions set forth in Article XIV of the Partnership Agreement. Any such transfer shall be subject to the General Partner's prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed, and shall be subject to compliance with applicable federal and state securities laws, including the Securities Act of 1933, as amended, and any applicable "blue sky" laws. The General Partner may condition its consent on the receipt of an opinion of counsel (at the Limited Partner's expense) that such transfer would not result in a violation of applicable securities laws, the termination of the Fund's partnership status for federal income tax purposes, or the treatment of the Fund as a "publicly traded partnership" within the meaning of Section 7704 of the Internal Revenue Code of 1986, as amended.

10.2 Permitted Transfers. Notwithstanding Section 10.1, transfers of all or any portion of the Limited Partner's interest in the Fund to any successor entity of the Limited Partner arising by operation of law, governmental reorganization, legislative mandate, or statutory succession shall be deemed permitted transfers and shall not require the prior written consent of the General Partner, provided that: (a) the transferee entity assumes all of the obligations of the Limited Partner under the Partnership Agreement and this Side Letter (whether by operation of law or by written instrument of assumption); (b) the transferee entity satisfies the "qualified purchaser" requirements of Section 2(a)(51)(A) of the Investment Company Act of 1940, as amended; and (c) the transferee entity provides such know-your-customer and anti-money-laundering documentation and certifications as the General Partner may reasonably require. The General Partner shall be given prompt written notice of any such permitted transfer.

Section 11. ERISA and Tax Matters

11.1 Governmental Plan Status. The Parties acknowledge and confirm that the Limited Partner is a "governmental plan" as defined in Section 3(32) of ERISA and Section 414(d) of the Internal Revenue Code of 1986, as amended, and, as such, is not subject to the provisions of Title I of ERISA (including the fiduciary responsibility, prohibited transaction, and reporting and disclosure requirements thereunder). The General Partner agrees that the Limited Partner shall not be treated as a "benefit plan investor" for purposes of the plan asset regulations promulgated by the U.S. Department of Labor at 29 C.F.R. § 2510.3-101(f) (as modified by Section 3(42) of ERISA). The Limited Partner's investment in the Fund shall not be considered "plan assets" of the Limited Partner for purposes of ERISA, and the General Partner shall not be deemed to be a fiduciary of the Limited Partner under ERISA solely by reason of the Limited Partner's investment in the Fund.

11.2 Tax Reporting. The Fund shall file IRS Form 1065 (U.S. Return of Partnership Income) for each fiscal year of the Fund in accordance with applicable Internal Revenue Code requirements and U.S. Treasury Department regulations. The General Partner shall deliver IRS Schedule K-1 (Form 1065) to the Limited Partner in accordance with Section 6.3 of this Side Letter. The General Partner shall cause the Fund's tax returns to be prepared by a nationally recognized accounting firm engaged by the General Partner.

11.3 Withholding. The General Partner shall not withhold any amounts from distributions or allocations to the Limited Partner except to the extent that such withholding is required by applicable federal, state, local, or foreign tax law or regulation. In the event that the General Partner determines that withholding is required, the General Partner shall provide the Limited Partner with prompt written notice of such withholding, including the amount withheld, the basis for the withholding determination, and any relevant authority or tax filing in support thereof. Any amounts so withheld shall be treated as amounts distributed to the Limited Partner for purposes of the Partnership Agreement.

11.4 Tax Elections. The General Partner agrees that, if requested by the Limited Partner in writing at any time during the term of the Fund, the General Partner shall cause the Fund to make an election under Section 754 of the Internal Revenue Code of 1986, as amended (a "Section 754 Election"), to adjust the basis of the Fund's property in the event of a distribution to a partner or a transfer of a partner's interest in the Fund. The General Partner acknowledges that a Section 754 Election, once made, applies to all partners and all subsequent taxable years of the Fund unless revoked with the consent of the Internal Revenue Service.

Section 12. Most Favored Nation Rights

12.1 MFN Disclosure. The General Partner shall, within thirty (30) calendar days after the Final Close of the Fund (which Final Close is anticipated to occur no later than February 15, 2027), provide the Limited Partner with a written summary (the "MFN Disclosure") of all side letter provisions that have been granted to any other limited partner of the Fund and that are available for election by limited partners whose aggregate commitments to the Fund equal or exceed Fifty Million Dollars ($50,000,000). The MFN Disclosure shall describe each such provision in sufficient detail to permit the Limited Partner to evaluate its applicability and desirability.

12.2 MFN Election. The Limited Partner shall have thirty (30) calendar days from the date of receipt of the MFN Disclosure to notify the General Partner in writing of any side letter provisions identified in the MFN Disclosure that the Limited Partner elects to receive for its own benefit (an "MFN Election"). Upon the making of a valid MFN Election, the selected provisions shall be deemed incorporated into this Side Letter as if set forth herein in full and shall apply to the Limited Partner from and after the effective date of such MFN Election (or, if the applicable provision relates to a right or benefit that accrued from the date of the First Close, from the First Close, to the extent practicable). Notwithstanding the foregoing, the Limited Partner shall not be entitled to elect any side letter provision that is personal to another limited partner by reason of such other limited partner's legal, regulatory, or tax status and that is not applicable to the Limited Partner, as described in Section 12.3.

12.3 Exclusions from MFN. The following categories of side letter provisions shall not be subject to MFN Election by the Limited Partner unless the Limited Partner is similarly situated with respect to the legal, regulatory, or tax characteristic giving rise to such provision: (a) provisions relating to tax-exempt status or unrelated business taxable income ("UBTI") blocker structures designed to accommodate the specific tax attributes of tax-exempt limited partners; (b) provisions relating to Sharia compliance or Islamic finance principles; (c) provisions relating to sovereign immunity or diplomatic privileges; (d) provisions relating to insurance company regulatory capital requirements or statutory accounting obligations; and (e) any other provisions that the General Partner determines in good faith are personal to another limited partner's specific legal, regulatory, or tax status. The General Partner shall, in the MFN Disclosure, identify any provisions that it believes are excluded from MFN Election pursuant to this Section 12.3 and shall provide a brief explanation of the basis for such exclusion.

Section 13. Placement Agent Disclosure

13.1 Placement Agent Identity. The General Partner hereby confirms and discloses that Osprey Capital Markets LLC, a Delaware limited liability company and a broker-dealer registered with the U.S. Securities and Exchange Commission (the "SEC") and a member of the Financial Industry Regulatory Authority ("FINRA"), has been engaged by the Sponsor as the exclusive placement agent for the Fund (the "Placement Agent") pursuant to a placement agent agreement dated as of January 15, 2025 (the "Placement Agent Agreement").

13.2 Placement Agent Fees. Pursuant to the Placement Agent Agreement, the Placement Agent's compensation consists of a placement fee equal to 1.25% of committed capital placed by the Placement Agent with limited partners of the Fund. Such placement fee is payable solely by the Sponsor (Harrowgate Capital Partners LLC) and is not borne by the Fund or any limited partner of the Fund. The General Partner represents and warrants to the Limited Partner that the Limited Partner's Commitment was not placed, solicited, or sourced by the Placement Agent, and that no placement fee is payable to the Placement Agent with respect to the Limited Partner's Commitment.

13.3 Pay-to-Play. The General Partner represents and warrants to the Limited Partner that neither the Sponsor, the General Partner, any principal, officer, or employee of the Sponsor or the General Partner, nor the Placement Agent (or any principal, officer, or employee thereof) has made, directly or indirectly, any political contribution, gift, entertainment expenditure, or other payment to any official, elected representative, board member, trustee, employee, or agent of the Limited Partner, or to any other governmental entity having jurisdiction or influence over the Limited Partner's investment decisions, that would trigger restrictions, prohibitions, or disqualification under: (a) SEC Rule 206(4)-5 under the Investment Advisers Act of 1940 (the "Pay-to-Play Rule"); (b) FINRA Rule 2030; or (c) any comparable state or local pay-to-play law, rule, regulation, or ordinance applicable to the Limited Partner or the State of Northmoor.

13.4 Compliance Acknowledgment. The Limited Partner acknowledges that it has received and reviewed the placement agent disclosure included in the Confidential Private Placement Memorandum for the Fund, dated March 15, 2025, and that such disclosure is consistent with the representations made in this Section 13. The General Partner shall promptly notify the Limited Partner of any material change in the Placement Agent relationship or any event that would cause any representation made in this Section 13 to be inaccurate or misleading.

Section 14. Subscription Credit Facility

14.1 Acknowledgment. The Limited Partner acknowledges that the Fund intends to establish a subscription credit facility (the "Subscription Facility") with Ashford National Bank, N.A. (the "Lender"), in an aggregate revolving commitment amount not to exceed Five Hundred Million Dollars ($500,000,000). The Subscription Facility will be secured by a first-priority security interest in the General Partner's right to call and receive capital contributions from the limited partners of the Fund, and in certain related rights, including the right to enforce the capital call provisions of the Partnership Agreement. The Subscription Facility is intended to be used to bridge capital calls, fund portfolio investments on an interim basis, and for general working capital and expense purposes of the Fund.

14.2 Fund-Level Leverage Limit. Consistent with Section 8.4 of the Partnership Agreement, outstanding borrowings under the Subscription Facility shall not at any time exceed twenty-five percent (25%) of aggregate unfunded commitments of all limited partners to the Fund. Any borrowing under the Subscription Facility used to bridge the acquisition of a portfolio investment shall be repaid within one hundred eighty (180) days from the date of the applicable borrowing, unless a longer period is approved by the LPAC. The General Partner shall not use the Subscription Facility for the purpose of enhancing reported returns or artificially deferring capital calls beyond what is reasonably necessary for the efficient administration of the Fund.

14.3 Consent and Pledge. The Limited Partner hereby consents to the pledge of its unfunded capital commitment as security for borrowings under the Subscription Facility and agrees to comply with any lender accommodation or acknowledgment provisions included in the Partnership Agreement, including, without limitation, any requirement to deliver an acknowledgment letter or investor letter directly to the Lender confirming the Limited Partner's commitment to the Fund and its obligations under the Partnership Agreement. The Limited Partner agrees to execute and deliver such additional documents and instruments as may be reasonably requested by the General Partner or the Lender in connection with the Subscription Facility, provided that such documents do not materially expand the Limited Partner's obligations beyond those set forth in the Partnership Agreement and this Side Letter.

14.4 Reporting. The General Partner shall, upon the Limited Partner's written request (which may be made no more than once per fiscal quarter), provide the Limited Partner with information regarding: (a) the aggregate outstanding borrowings under the Subscription Facility as of the most recent practicable date; (b) the interest rate and material terms of the Subscription Facility; and (c) the impact of borrowings under the Subscription Facility on the Fund's reported net internal rate of return (including, to the extent reasonably practicable, a comparison of net IRR calculated with and without the effect of the Subscription Facility).

Section 15. Indemnification

15.1 Preservation of Indemnification Rights. The Limited Partner shall have the full benefit of the indemnification provisions set forth in Article XVI of the Partnership Agreement, which provide for the indemnification of the limited partners against certain losses, damages, liabilities, costs, and expenses arising in connection with the Fund. Nothing in this Side Letter shall limit, abridge, modify, or otherwise diminish the indemnification rights of the Limited Partner under the Partnership Agreement.

15.2 No Adverse Amendment. The General Partner shall not amend, modify, restate, supplement, or waive any indemnification provision of the Partnership Agreement in a manner that would be adverse to the interests of the Limited Partner without the Limited Partner's prior written consent, which consent may be withheld in the Limited Partner's sole and absolute discretion.

Section 16. Representations and Warranties

16.1 General Partner Representations and Warranties. The General Partner hereby represents and warrants to the Limited Partner as of the date hereof as follows:

(a) Due Formation and Existence. The General Partner is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite limited liability company power and authority to execute, deliver, and perform its obligations under this Side Letter and the Partnership Agreement.

(b) SEC Registration. Harrowgate Capital Partners LLC (SEC File No. 801-79223) is duly registered with the U.S. Securities and Exchange Commission as an investment adviser under the Investment Advisers Act of 1940, as amended, and such registration is in full force and effect. The Sponsor is not subject to any pending or threatened enforcement action, administrative proceeding, or disciplinary proceeding by the SEC or any state securities regulatory authority that would materially affect its ability to serve as investment adviser to the Fund.

(c) Authorization and Enforceability. The Partnership Agreement and this Side Letter have been duly authorized by all necessary action on the part of the General Partner and the Sponsor, have been duly executed and delivered by the General Partner, and constitute the valid and binding obligations of the General Partner, enforceable against the General Partner in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.

(d) No Conflict; Controlling Document. The execution, delivery, and performance of this Side Letter by the General Partner do not and will not conflict with, violate, or result in a breach of any provision of the Partnership Agreement, the General Partner's operating agreement, or any law, regulation, judgment, order, or decree applicable to the General Partner. To the extent of any inconsistency between the terms of this Side Letter and the terms of the Partnership Agreement as applied to the Limited Partner, the terms of this Side Letter shall control with respect to the Limited Partner.

16.2 Limited Partner Representations and Warranties. The Limited Partner hereby represents and warrants to the General Partner as of the date hereof as follows:

(a) Due Organization and Existence. The Limited Partner is a governmental pension plan duly organized, validly existing, and authorized under the laws of the State of Northmoor, and has all requisite power and authority to execute, deliver, and perform its obligations under this Side Letter, the Subscription Agreement, and the Partnership Agreement.

(b) Qualified Purchaser Status. The Limited Partner is a "qualified purchaser" as defined in Section 2(a)(51)(A) of the Investment Company Act of 1940, as amended, and the regulations promulgated thereunder, and meets the applicable requirements for investment in the Fund.

(c) Authorization. The Limited Partner's Commitment to the Fund and the execution and delivery of this Side Letter have been duly authorized by all necessary governmental action on the part of the Limited Partner, including approval by the investment committee of the Northmoor State Pension System (subject to final investment committee ratification, which the Limited Partner anticipates receiving on or prior to the First Close).

(d) Not a Benefit Plan Investor. The Limited Partner is not a "benefit plan investor" as such term is defined in the plan asset regulations of the U.S. Department of Labor at 29 C.F.R. § 2510.3-101(f) (as modified by Section 3(42) of ERISA).

Section 17. Confidentiality

17.1 Confidential Treatment. Subject to Section 5 (Public Records / FOIA Provisions) of this Side Letter, the terms of this Side Letter shall be treated as confidential by both Parties, and neither Party shall disclose the terms hereof to any third party without the prior written consent of the other Party, except as expressly permitted herein or as required by applicable law, regulation, or legal process.

17.2 Disclosure to Other Limited Partners. Disclosure of the terms of this Side Letter to other limited partners of the Fund shall be limited to the most favored nation process described in Section 12 of this Side Letter. Any such disclosure made as part of the MFN process shall not include the identity of the Limited Partner unless disclosure of such identity is required by applicable law, regulation, or the terms of the Partnership Agreement.

17.3 Permitted Disclosures. Notwithstanding Section 17.1, the Limited Partner may disclose this Side Letter and the terms hereof, without the General Partner's prior written consent, to: (a) its board of trustees and investment committee members; (b) its executive director, investment staff, and other employees with a legitimate need to know; (c) its outside legal counsel, Aldworth & McBride LLP; (d) its independent auditors and actuaries; (e) its investment consultants and advisors retained in connection with the Limited Partner's investment program; and (f) any other person to whom disclosure is required by applicable law, regulation, or governmental directive, in each case subject to such recipient's agreement to maintain the confidentiality of such information (to the extent such confidentiality is consistent with FOIA Requirements).

Section 18. General Provisions

18.1 Governing Law. This Side Letter shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

18.2 Dispute Resolution. Any dispute, controversy, or claim arising out of or relating to this Side Letter, or the breach, termination, or validity thereof, shall be subject to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery declines to accept jurisdiction, the Superior Court of the State of Delaware, New Castle County). Each Party hereby irrevocably submits to the personal jurisdiction of such courts for the purpose of any such action or proceeding, waives any objection to venue in such courts, and waives any claim that any such action or proceeding has been brought in an inconvenient forum.

18.3 Entire Agreement. This Side Letter, together with the Partnership Agreement and the Subscription Agreement, constitutes the entire agreement between the General Partner and the Limited Partner with respect to the subject matter hereof, and supersedes all prior negotiations, representations, warranties, commitments, offers, and agreements (whether written or oral) relating to such subject matter. In the event of any conflict or inconsistency between the provisions of this Side Letter and the provisions of the Partnership Agreement, the provisions of this Side Letter shall prevail and control with respect to the Limited Partner; provided that the Partnership Agreement shall continue to govern in all other respects and with respect to all other limited partners.

18.4 Amendment. This Side Letter may not be amended, modified, or supplemented except by a written instrument duly executed by both Parties. No waiver of any provision of this Side Letter shall be effective unless made in writing and signed by the Party against whom enforcement of the waiver is sought.

18.5 Notices. All notices, requests, demands, consents, and other communications required or permitted under this Side Letter shall be in writing and shall be deemed to have been duly given: (a) when delivered personally; (b) one (1) business day after being sent by nationally recognized overnight courier service; (c) upon receipt if sent by certified or registered mail, return receipt requested, postage prepaid; or (d) upon confirmation of receipt if sent by electronic mail (with a copy sent by another method specified herein), to the applicable Party at the following addresses (or such other address as such Party may designate by written notice to the other Party):

If to the General Partner:

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

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

If to the Limited Partner:

Northmoor State Pension System 400 Capitol Boulevard, Suite 1100 Northmoor City, Northmoor

Attn: Helen T. Barrows, Director of Private Markets

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

Aldworth & McBride LLP 1 South Wacker Drive, Suite 4000 Chicago, IL 60606

Attn: Margaret S. Quinlan

18.6 Severability. If any provision of this Side Letter (or any portion thereof) is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Side Letter, and the remaining provisions shall remain in full force and effect. In such event, the Parties shall negotiate in good faith to replace the invalid, illegal, or unenforceable provision with a valid provision that, to the extent possible, achieves the original intent and economic effect of the invalid provision.

18.7 Successors and Assigns. This Side Letter shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. Neither Party may assign its rights or obligations under this Side Letter without the prior written consent of the other Party, except as expressly provided in Section 10 (Transfer and Assignment) of this Side Letter.

18.8 Counterparts. This Side Letter may be executed in one or more counterparts (including by means of facsimile or portable document format (.pdf) signature pages), each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument.

18.9 Third-Party Beneficiaries. Nothing in this Side Letter, whether express or implied, is intended to or shall confer upon any person other than the Parties hereto and their respective permitted successors and assigns any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Side Letter.

[Signature Page Follows]

SIGNATURE P

SIDE LETTER
to the Agreement of Limited Partnership of Harrowgate Private Equity Fund V LP
Dated as of August 15, 2025
This Side Letter (this "Side Letter") is entered into as of the date of the First Close (as defined in the Partnership Agreement referred to below), which date is expected to be August 15, 2025, by and between:
HARROWGATE FUND V GP LLC, a Delaware limited liability company, in its capacity as the general partner (the "General Partner") of Harrowgate Private Equity Fund V LP, a Delaware limited partnership (the "Fund" or the "Partnership"),
Address: c/o Harrowgate Capital Partners LLC
1200 Concord Pike, Suite 600 Wilmington, DE 19803
and
NORTHMOOR STATE PENSION SYSTEM, a governmental pension plan organized under the laws of the State of Northmoor (the "Limited Partner" or the "Investor"),
Address: 400 Capitol Boulevard, Suite 1100
Northmoor City, Northmoor
Each of the General Partner and the Limited Partner is sometimes referred to herein individually as a "Party" and collectively as the "Parties."
This Side Letter is entered into in connection with, and supplements, the Agreement of Limited Partnership of Harrowgate Private Equity Fund V LP, dated as of August 15, 2025 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Partnership Agreement" or the "LPA"), pursuant to which the Limited Partner has agreed to make a capital commitment of Two Hundred Million Dollars ($200,000,000) (the "Commitment") to the Fund.
RECITALS
WHEREAS:
A. The General Partner is the sole general partner of Harrowgate Private Equity Fund V LP, a Delaware limited partnership formed pursuant to, and governed by, the Partnership Agreement and a Certificate of Limited Partnership filed with the Secretary of State of the State of Delaware;
B. Harrowgate Capital Partners LLC, a Delaware limited liability company (the "Sponsor"), is the sole member of the General Partner and serves as the investment adviser to the Fund;
C. The Limited Partner has submitted a Subscription Agreement (the "Subscription Agreement") committing to make a capital contribution of Two Hundred Million Dollars ($200,000,000) to the Fund (the "Commitment"), which Subscription Agreement has been accepted by the General Partner;
D. The Limited Partner is a governmental plan as defined in Section 3(32) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and is therefore not subject to Title I of ERISA, but is subject to state public records laws, freedom of information laws, and open meetings laws applicable to governmental entities in the State of Northmoor;
E. In connection with the Limited Partner's Commitment and as a condition to the Limited Partner's investment in the Fund, the General Partner has agreed to provide the Limited Partner with certain supplemental rights, accommodations, and modifications to the terms of the Partnership Agreement, as more fully set forth herein;
F. This Side Letter has been negotiated with the assistance of Aldworth & McBride LLP, outside legal counsel to the Limited Partner; and
G. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Partnership Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations, and warranties contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
Section 1. Management Fee Reduction
1.1 Early Close discount. The General Partner hereby confirms that the Limited Partner is committing to the Fund at the First Close. In accordance with the fee terms set forth in the Confidential Private Placement Memorandum dated March 15, 2025 (the "PPM") and the Partnership Agreement, the Limited Partner is entitled to a reduction of ten (10) basis points from the standard management fee rate applicable during the Investment Period. Accordingly, the standard management fee rate of 1.75% per annum on committed capital applicable during the Investment Period shall be reduced to 1.65% per annum on committed capital with respect to the Limited Partner's Commitment, solely as a result of the Limited Partner's participation at the First Close.
1.2 Large LP discount. The General Partner further confirms that the Limited Partner's Commitment of Two Hundred Million Dollars ($200,000,000) exceeds the One Hundred Fifty Million Dollar ($150,000,000) threshold described in Section 7.2(b) of the Partnership Agreement, which provides for an additional five (5) basis point reduction in the management fee rate during the Investment Period. Accordingly, in addition to the Early Close discount set forth in Section 1.1 above, the Limited Partner shall receive an additional five (5) basis point reduction, yielding a cumulative management fee reduction of fifteen (15) basis points from the standard rate of 1.75% per annum.
1.3 Effective Management Fee Rate. Taking into account the Early Close discount and the Large LP discount, the management fee applicable to the Limited Partner's Commitment during the Investment Period shall be 1.60% per annum, calculated on committed capital. For the avoidance of doubt, based on the Limited Partner's Commitment of $200,000,000, the annual management fee payable by the Limited Partner during the Investment Period shall be $3,200,000 (i.e., $200,000,000 × 1.60%). Following the expiration or earlier termination of the Investment Period, the management fee applicable to the Limited Partner shall be calculated at the standard post-Investment Period rate of 1.50% per annum on invested capital (net of realized dispositions), as provided in the Partnership Agreement, without further discount or reduction pursuant to this Side Letter.
1.4 Non-Applicability to Other Limited Partners. The management fee reductions set forth in this Section 1 apply solely to the Limited Partner's Commitment and are personal to the Limited Partner. Nothing in this Section 1 shall affect the management fee calculations applicable to any other limited partner of the Fund, except to the extent that another limited partner independently qualifies for similar reductions under the terms of the Partnership Agreement, the PPM, or a separate side letter agreement.
Section 2. Co-Investment Rights
2.1 Pro Rata Co-Investment Allocation. The General Partner agrees that, with respect to any portfolio investment for which the Fund's aggregate equity commitment (including any equity funded through parallel vehicles managed by the Sponsor) exceeds One Hundred Fifty Million Dollars ($150,000,000) (a "Qualifying Investment"), the Limited Partner shall be offered a co-investment opportunity on a pro rata basis. For purposes of this Section 2.1, the Limited Partner's pro rata share shall be determined based on the ratio of the Limited Partner's Commitment to the aggregate commitments of all limited partners to the Fund (including any parallel vehicles) as of the applicable closing date for such Qualifying Investment.
2.2 Notice of Co-Investment Opportunity. The General Partner shall provide the Limited Partner with written notice of each qualifying co-investment opportunity as promptly as practicable following the General Partner's determination that a portfolio investment is expected to constitute a Qualifying Investment. Such notice shall include, at a minimum: (a) a summary description of the proposed investment, including the target company name (or, if the transaction is subject to confidentiality restrictions, a description sufficient to permit the Limited Partner to evaluate the opportunity), the industry sector, and the geographic location of the target; (b) the estimated total equity requirement and the Fund's anticipated equity commitment; (c) the co-investment allocation available to the Limited Partner on a pro rata basis; and (d) the expected timeline for closing of the investment. The Limited Partner shall have not fewer than ten (10) business days from the date of receipt of such notice to accept or decline the co-investment opportunity in writing. If the Limited Partner fails to respond within such ten (10) business day period, the Limited Partner shall be deemed to have declined such co-investment opportunity.
2.3 Terms of Co-Investment. Unless otherwise mutually agreed between the Parties in writing, all co-investments offered to the Limited Partner pursuant to this Section 2 shall be made through a co-investment vehicle or other investment structure established by the General Partner or the Sponsor, and such co-investment shall be on a no-fee, no-carry basis. For the avoidance of doubt, "no-fee, no-carry basis" means that no management fee or carried interest shall be charged to the Limited Partner (or to any co-investment vehicle through which the Limited Partner participates) with respect to such co-investment. The co-investment vehicle may, however, require co-investing limited partners to bear their pro rata share of organizational expenses, legal fees, and other direct costs reasonably incurred in connection with the structuring and administration of the co-investment.
2.4 No Obligation. The Limited Partner shall have no obligation to participate in any co-investment opportunity offered pursuant to this Section 2. The Limited Partner's election to decline any particular co-investment opportunity shall not prejudice, diminish, or otherwise affect the Limited Partner's rights under the Partnership Agreement, this Side Letter, or any future co-investment offering by the General Partner. For the avoidance of doubt, the Limited Partner's decision not to participate in a co-investment shall not reduce the Limited Partner's Commitment to the Fund or alter the Limited Partner's allocations of profits, losses, or distributions under the Partnership Agreement.
2.5 Allocation Priority. The General Partner acknowledges that, in allocating co-investment opportunities among limited partners of the Fund, the General Partner shall act in good faith and on a fair and reasonable basis. The General Partner shall take into account relevant considerations, including each limited partner's commitment size, the terms of any applicable side letter agreements, the nature and size of the co-investment opportunity, and the limited partner's expressed interest in co-investment opportunities of a similar type. Nothing in this Section 2 shall be construed to grant the Limited Partner exclusive rights to any co-investment opportunity, and the General Partner reserves the right to allocate co-investment opportunities to other limited partners, affiliates of the Sponsor, or third parties, provided that the Limited Partner first receives its pro rata allocation with respect to any Qualifying Investment as provided in Section 2.1.
Section 3. LPAC Seat Designation
3.1 Designation Right. The General Partner agrees that, for the duration of the Fund Term (including any extensions thereof), the Limited Partner shall be entitled to designate one (1) representative to serve as a member of the Limited Partner Advisory Committee (the "LPAC") of the Fund, as established pursuant to the Partnership Agreement. The Limited Partner hereby designates Helen T. Barrows, Director of Private Markets, Northmoor State Pension System, as its initial LPAC representative, effective as of the First Close.
3.2 LPAC Composition. The LPAC shall consist of five (5) members, each of whom shall be a designee of a limited partner of the Fund selected by the General Partner in consultation with the limited partners. Three (3) LPAC members, including the Limited Partner's designated representative, shall be designated at or prior to the First Close. The remaining two (2) LPAC members shall be designated on or before the Final Close. The Limited Partner's designated representative shall serve from the First Close for the duration of the Fund Term, subject to the Limited Partner's right to replace its designated representative at any time by delivering written notice to the General Partner identifying the replacement representative. Such replacement shall be effective upon the General Partner's receipt of such notice (or such later date as may be specified therein).
3.3 Alternate Representative. The Limited Partner may designate an alternate representative to attend any LPAC meeting in the event that the primary representative designated pursuant to Section 3.1 is unavailable due to scheduling conflicts, illness, or other circumstances. The Limited Partner shall provide prior written notice to the General Partner (including via electronic mail) of the identity of the alternate representative reasonably in advance of the applicable LPAC meeting. Such alternate representative shall have the same rights and authority as the primary representative with respect to the applicable meeting, including the right to vote on matters presented to the LPAC.
3.4 Scope and Governance. The LPAC shall operate in accordance with the LPAC Charter and Terms of Reference (the "LPAC Charter") adopted by the Fund, a copy of which has been provided to the Limited Partner. The scope of the LPAC's authority shall include, without limitation, the review and approval of potential conflicts of interest involving the General Partner or the Sponsor, the review of portfolio company valuations prepared by the General Partner, the approval of extensions of the Investment Period or the Fund Term, and the granting of waivers with respect to investment restrictions set forth in the Partnership Agreement. Each LPAC member, including the Limited Partner's designated representative, shall be subject to the confidentiality obligations set forth in the LPAC Charter; provided, however, that the confidentiality obligations applicable to the Limited Partner's LPAC representative shall at all times be subject to and qualified by the provisions of Section 5 (Public Records / FOIA Provisions) of this Side Letter, and any disclosure made by the Limited Partner's representative in compliance with Section 5 shall not constitute a breach of the LPAC Charter.
3.5 Expenses. Reasonable and documented out-of-pocket expenses incurred by the Limited Partner's LPAC representative (or alternate representative) in connection with LPAC service, including travel, lodging, and meal expenses reasonably and directly related to attendance at LPAC meetings, shall be reimbursed by the Fund in accordance with the Fund's expense reimbursement policies. The Limited Partner's representative shall submit expense reimbursement requests to the General Partner within sixty (60) days following the date on which such expenses are incurred, accompanied by reasonable supporting documentation.
Section 4. Excuse Rights
4.1 Restricted Jurisdictions. The Limited Partner shall have the right to be excused from participating in (and shall not be required to fund capital contributions with respect to) any portfolio investment that is located in, organized in, or derives a material portion (defined for purposes of this Section 4 as twenty-five percent (25%) or more) of its revenues from, any jurisdiction with respect to which the Limited Partner is prohibited from investing by applicable federal or state law, regulation, executive order, economic sanctions program administered by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), or the investment policies of the Northmoor State Pension System as adopted or amended from time to time by its board of trustees, in each case as notified to the General Partner in writing from time to time (each such jurisdiction, a "Restricted Jurisdiction"). The Limited Partner shall provide the General Partner with an initial list of Restricted Jurisdictions promptly following the execution of this Side Letter, and shall update such list from time to time as changes occur.
4.2 Procedure. The General Partner shall use commercially reasonable efforts to provide the Limited Partner with advance written notice of any proposed portfolio investment that the General Partner reasonably believes may involve a Restricted Jurisdiction. Such notice shall identify the relevant jurisdiction and provide a brief description of the proposed investment's connection thereto. The Limited Partner shall have five (5) business days from the date of receipt of such notice to notify the General Partner in writing that it elects to be excused from such investment. If the Limited Partner fails to respond within such five (5) business day period, the Limited Partner shall be deemed to have elected not to exercise its excuse right with respect to such investment and shall be obligated to fund its capital contribution with respect thereto on the same basis as all other participating limited partners.
4.3 Effect of Excuse. If the Limited Partner exercises its excuse right pursuant to this Section 4 with respect to a portfolio investment, the Limited Partner's unfunded Commitment shall be permanently reduced by the amount of the excused capital contribution attributable to such portfolio investment, and such excused amount shall not be subject to future recall or reinstatement. The Limited Partner shall have no right to share in the profits, losses, income, gain, deduction, or distributions attributable to the excused investment, and the Limited Partner's allocable share of such items with respect to the excused investment shall be reallocated among the remaining participating limited partners of the Fund on a pro rata basis in accordance with their respective capital contributions to such investment.
4.4 Limitation. The exercise of excuse rights under this Section 4 shall not relieve the Limited Partner of its obligation to fund capital contributions with respect to non-excused investments, including the Limited Partner's share of management fees, organizational expenses, Fund-level expenses, and other obligations arising under the Partnership Agreement. In no event shall the aggregate amount of capital contributions excused pursuant to this Section 4 exceed fifteen percent (15%) of the Limited Partner's total Commitment without the prior written consent of the General Partner.
Section 5. Public Records / FOIA Provisions
5.1 Governmental Plan Status. The Parties acknowledge and agree that the Limited Partner is a governmental pension plan and a public body subject to the public records and freedom of information laws, open meetings laws, and related open government requirements of the State of Northmoor, including, without limitation, the Northmoor Freedom of Information Act, the Northmoor Open Meetings Act, and any successor statutes or regulations promulgated thereunder (collectively, "FOIA Requirements"). The General Partner acknowledges that the Limited Partner cannot contract away its obligations under FOIA Requirements and that compliance with such requirements is a condition of the Limited Partner's participation in the Fund.
5.2 Permitted Disclosure. Notwithstanding any confidentiality provisions contained in the Partnership Agreement, this Side Letter, or any other agreement between the Parties, the Limited Partner shall be permitted to disclose information regarding the Fund, the General Partner, the Sponsor, portfolio investments, and the terms of the Partnership Agreement and this Side Letter to the extent required by applicable FOIA Requirements, provided that the Limited Partner shall:
(a) provide the General Partner with prompt written notice of any FOIA request, public records request, subpoena, or similar compulsory process that seeks disclosure of information relating to the Fund, the General Partner, or the Sponsor (to the extent that providing such notice is legally permitted and does not impede the Limited Partner's compliance with applicable response deadlines);
(b) use commercially reasonable efforts to invoke any applicable exemptions, exceptions, or exclusions to disclosure available under FOIA Requirements, including, without limitation, exemptions for trade secrets, proprietary business information, confidential financial data, and draft or deliberative materials;
(c) cooperate in good faith with the General Partner in seeking protective orders, confidentiality agreements, or other appropriate judicial or administrative relief to limit the scope of any required disclosure, including by supporting any intervention by the General Partner in any administrative or judicial proceeding relating to a FOIA request, provided that the General Partner shall bear its own costs in connection with any such intervention; and
(d) to the extent practicable, provide the General Partner with a reasonable opportunity (not less than five (5) business days, to the extent permitted by applicable deadlines under FOIA Requirements) to review proposed disclosures prior to their release.
5.3 Commercially Sensitive Information. The General Partner shall clearly and conspicuously mark, label, or otherwise designate in writing any information provided to the Limited Partner that the General Partner considers to be confidential, proprietary, or constituting trade secrets. Such marking shall be in a form reasonably calculated to identify the specific information claimed to be exempt from disclosure, and shall include a brief statement of the basis for the claimed exemption. The General Partner acknowledges that the mere designation of information as "confidential" may not, in and of itself, be sufficient to exempt such information from disclosure under FOIA Requirements, and that the determination of whether a FOIA exemption applies shall be made by the Limited Partner (or, if challenged, by the applicable administrative or judicial body) in accordance with applicable law.
5.4 No Breach. Any disclosure of information made by the Limited Partner in good faith compliance with this Section 5, including disclosures made pursuant to applicable FOIA Requirements, shall not constitute a breach of the confidentiality provisions of the Partnership Agreement, this Side Letter, or any other agreement between the Parties. The General Partner shall not seek damages, indemnification, or other remedies from the Limited Partner on account of any such disclosure.
5.5 Public Reporting. The Limited Partner may, without restriction and without the prior consent of the General Partner, publicly disclose the following information (including in board of trustees reports, investment committee reports, public meeting materials, annual reports, comprehensive annual financial reports, and responses to inquiries from members, retirees, or the public):
(a) the name of the Fund and the Sponsor;
(b) the Limited Partner's Commitment amount;
(c) aggregate net performance data with respect to the Limited Partner's investment in the Fund, including net internal rate of return ("net IRR"), total value to paid-in capital ("TVPI"), distributions to paid-in capital ("DPI"), and net asset value ("NAV"); and
(d) the management fee rate, carried interest (or performance allocation) rate, and preferred return applicable to the Limited Partner's investment in the Fund.
The Limited Partner shall not, without the General Partner's prior written consent (which may be given or withheld in the General Partner's sole discretion), publicly disclose: (i) the identity of other limited partners of the Fund; (ii) specific portfolio company valuations or deal-level financial information; or (iii) proprietary investment strategies, trade secrets, or other competitively sensitive information of the General Partner or the Sponsor. For the avoidance of doubt, this Section 5.5 is subject to the Limited Partner's overriding obligations under FOIA Requirements as described in Section 5.2.
Section 6. Reporting Obligations
6.1 Quarterly Reports. In addition to the reporting obligations set forth in the Partnership Agreement, the General Partner shall provide the Limited Partner with quarterly unaudited financial statements of the Fund, together with a portfolio summary setting forth a description of each portfolio investment, the cost basis and estimated fair value of each portfolio investment, and a narrative overview of material developments during the applicable quarter. Such quarterly reports shall be delivered to the Limited Partner within sixty (60) calendar days after the end of each fiscal quarter of the Fund (with the fiscal quarters ending on March 31, June 30, September 30, and December 31 of each year).
6.2 Annual Audited Financial Statements. Annual audited financial statements of the Fund, prepared in accordance with U.S. generally accepted accounting principles ("GAAP") and audited by Caldwell, Fitch & Hartley LLP (or such other nationally recognized independent accounting firm as may be engaged by the General Partner as the Fund's independent auditor), shall be provided to the Limited Partner within one hundred twenty (120) calendar days after the end of each fiscal year of the Fund (which fiscal year shall end on December 31 of each calendar year). The annual audited financial statements shall include a balance sheet, a statement of operations, a statement of changes in partners' capital, a statement of cash flows, and notes thereto.
6.3 Schedule K-1. The General Partner shall use commercially reasonable efforts to deliver the Limited Partner's Internal Revenue Service Schedule K-1 (Form 1065) within ninety (90) calendar days after the end of each fiscal year of the Fund. In the event that the General Partner is unable to deliver the final Schedule K-1 within such ninety (90) day period, the General Partner shall provide the Limited Partner with a draft or estimated Schedule K-1 within such period and shall deliver the final Schedule K-1 as promptly as practicable thereafter.
6.4 ESG Reporting. Upon the Limited Partner's written request (which may be made no more than once per fiscal year), the General Partner shall provide the Limited Partner with an annual summary of the Fund's environmental, social, and governance ("ESG") practices, policies, and initiatives, including: (a) a description of the General Partner's ESG integration framework and its application to investment decision-making; (b) a summary of any material ESG-related developments, incidents, or controversies with respect to portfolio companies during the applicable reporting period; and (c) such other ESG-related information as may be reasonably requested by the Limited Partner and as is readily available to the General Partner without undue burden or expense.
6.5 Capital Account Statements. The General Partner shall provide the Limited Partner with quarterly capital account statements within sixty (60) calendar days after the end of each fiscal quarter. Each capital account statement shall reflect, at a minimum: (a) capital contributions made by the Limited Partner during the applicable quarter; (b) distributions received by the Limited Partner during the applicable quarter; (c) allocations of net income, net gain, net loss, and deductions to the Limited Partner during the applicable quarter; and (d) the Limited Partner's ending capital account balance as of the last day of the applicable quarter.
Section 7. Annual In-Person Meeting
7.1 Annual Meeting. The General Partner shall hold at least one (1) in-person annual meeting of limited partners during each calendar year following the First Close (the "Annual Meeting"). At each Annual Meeting, senior members of the Fund's investment team, including Marcus J. Harrowgate, Founder, Managing Partner and Chief Investment Officer, and Diana R. Castellano, Partner and Co-Head of Investments, shall be available to present a comprehensive review of portfolio performance, investment activity, the current investment pipeline, macroeconomic outlook, and overall Fund strategy. The General Partner shall provide written notice of the date, time, location, and agenda for each Annual Meeting to the Limited Partner not fewer than thirty (30) calendar days in advance.
7.2 Location. The Annual Meeting shall be held at a location reasonably accessible to the Limited Partner and the other limited partners of the Fund. To the extent practicable, the General Partner shall rotate the location of the Annual Meeting among major metropolitan areas in the United States. In the event that the Limited Partner is unable to attend the Annual Meeting in person, the General Partner shall make arrangements for the Limited Partner to participate by videoconference or other remote communication technology.
7.3 Individual Meeting. In addition to the Annual Meeting described in Section 7.1, the General Partner shall, upon the Limited Partner's reasonable written request, arrange for a separate one-on-one meeting (in person or by videoconference, at the Limited Partner's election) between the Limited Partner and senior members of the investment team at least once per calendar year. Such individual meeting shall be scheduled at a mutually convenient time and shall provide the Limited Partner with an opportunity to discuss portfolio performance, investment strategy, risk management, and any other matters of interest to the Limited Partner in connection with its investment in the Fund.
Section 8. Key Person Event Notification
8.1 Key Person Definition. The Parties acknowledge and confirm that the Key Persons for purposes of the Partnership Agreement are: (a) Marcus J. Harrowgate, Founder, Managing Partner and Chief Investment Officer of Harrowgate Capital Partners LLC; and (b) Diana R. Castellano, Partner and Co-Head of Investments of Harrowgate Capital Partners LLC.
8.2 Prompt Notice. The General Partner shall provide the Limited Partner with written notice within five (5) business days of the occurrence of a Key Person Event. For purposes of this Section 8, a "Key Person Event" shall mean any event described as a "Key Person Event" in the Partnership Agreement, including, without limitation, the death, disability, resignation, retirement, or termination of either Marcus J. Harrowgate or Diana R. Castellano, or any other circumstance in which either Key Person ceases to devote substantially all of his or her professional time and attention to the management and affairs of the Fund and the Sponsor. Such notice shall describe in reasonable detail the circumstances giving rise to the Key Person Event and the General Partner's initial assessment of the impact thereof on the Fund.
8.3 Suspension and Cure. Upon the occurrence of a Key Person Event, the Investment Period shall be automatically suspended in accordance with Section 10.3 of the Partnership Agreement, during which time the General Partner shall not make any new portfolio investments (other than follow-on investments in existing portfolio companies that have been previously approved). The suspension of the Investment Period shall continue unless and until the Key Person Event is cured (by the return of the departed Key Person or the appointment of a successor Key Person approved by a majority-in-interest of the limited partners) or waived by a vote of a majority-in-interest of the limited partners (excluding the General Partner and its affiliates). The General Partner shall keep the Limited Partner promptly informed of any proposed cure, replacement, or waiver, and shall provide the Limited Partner with a reasonable opportunity to evaluate and provide input on any such proposal prior to any formal vote of the limited partners.
8.4 Consultation. During any period in which the Investment Period is suspended as a result of a Key Person Event, the Limited Partner (acting through its LPAC representative designated pursuant to Section 3, or through such other representative as the Limited Partner may designate) shall have the right to consult with the General Partner regarding the proposed resolution of the Key Person Event, including any proposed replacement Key Person. The General Partner shall provide the Limited Partner with reasonable access to relevant information, including the qualifications and experience of any proposed replacement Key Person, and shall consider in good faith any feedback or recommendations provided by the Limited Partner.
Section 9. GP Removal Provisions
9.1 No-Fault Removal. The Limited Partner acknowledges that, pursuant to Section 12.2(a) of the Partnership Agreement, the General Partner may be removed as general partner of the Fund without cause by a vote of not less than seventy-five percent (75%) in interest of the limited partners of the Fund (excluding commitments made by the General Partner, the Sponsor, and their respective affiliates) at any time following the expiration or earlier termination of the Investment Period, or upon the occurrence of a Key Person Event that remains uncured for a period of one hundred eighty (180) or more consecutive days. Such removal shall be effective in accordance with the procedures set forth in the Partnership Agreement.
9.2 For-Cause Removal. The General Partner may be removed for cause by a vote of a majority in interest of the limited partners of the Fund (excluding commitments made by the General Partner, the Sponsor, and their respective affiliates). For purposes of this Section 9.2, "cause" shall include: (a) a final, non-appealable judicial determination that the General Partner or any of its principals has committed fraud, gross negligence, or willful misconduct in connection with the management of the Fund; (b) a material breach by the General Partner of the Partnership Agreement that remains uncured for a period of sixty (60) days following written notice of such breach from the limited partners; (c) the institution of bankruptcy, insolvency, reorganization, or similar proceedings by or against the General Partner or the Sponsor that are not dismissed within ninety (90) days; or (d) such other acts or omissions as may constitute "cause" under the Partnership Agreement.
9.3 Notice of Removal Proceedings. The General Partner shall promptly notify the Limited Partner in writing of any formal demand, petition, or proceeding initiated by one or more other limited partners of the Fund seeking the removal of the General Partner, whether for cause or without cause, to the extent that disclosure of such demand or proceeding is permitted by applicable law and the terms of the Partnership Agreement. Such notice shall include a description of the grounds asserted for removal and the identity of the limited partner(s) initiating the demand or proceeding, to the extent known to the General Partner.
9.4 Voting Rights. For purposes of any vote of the limited partners on the removal of the General Partner pursuant to this Section 9 or the corresponding provisions of the Partnership Agreement, the Limited Partner's Commitment of Two Hundred Million Dollars ($200,000,000) shall be counted in full in determining whether the applicable voting threshold has been met, regardless of whether the Limited Partner has fully funded its Commitment at the time of such vote.
Section 10. Transfer and Assignment
10.1 Right of Transfer. The Limited Partner shall have the right to transfer all or a portion of its interest in the Fund in accordance with the transfer provisions set forth in Article XIV of the Partnership Agreement. Any such transfer shall be subject to the General Partner's prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed, and shall be subject to compliance with applicable federal and state securities laws, including the Securities Act of 1933, as amended, and any applicable "blue sky" laws. The General Partner may condition its consent on the receipt of an opinion of counsel (at the Limited Partner's expense) that such transfer would not result in a violation of applicable securities laws, the termination of the Fund's partnership status for federal income tax purposes, or the treatment of the Fund as a "publicly traded partnership" within the meaning of Section 7704 of the Internal Revenue Code of 1986, as amended.
10.2 Permitted Transfers. Notwithstanding Section 10.1, transfers of all or any portion of the Limited Partner's interest in the Fund to any successor entity of the Limited Partner arising by operation of law, governmental reorganization, legislative mandate, or statutory succession shall be deemed permitted transfers and shall not require the prior written consent of the General Partner, provided that: (a) the transferee entity assumes all of the obligations of the Limited Partner under the Partnership Agreement and this Side Letter (whether by operation of law or by written instrument of assumption); (b) the transferee entity satisfies the "qualified purchaser" requirements of Section 2(a)(51)(A) of the Investment Company Act of 1940, as amended; and (c) the transferee entity provides such know-your-customer and anti-money-laundering documentation and certifications as the General Partner may reasonably require. The General Partner shall be given prompt written notice of any such permitted transfer.
Section 11. ERISA and Tax Matters
11.1 Governmental Plan Status. The Parties acknowledge and confirm that the Limited Partner is a "governmental plan" as defined in Section 3(32) of ERISA and Section 414(d) of the Internal Revenue Code of 1986, as amended, and, as such, is not subject to the provisions of Title I of ERISA (including the fiduciary responsibility, prohibited transaction, and reporting and disclosure requirements thereunder). The General Partner agrees that the Limited Partner shall not be treated as a "benefit plan investor" for purposes of the plan asset regulations promulgated by the U.S. Department of Labor at 29 C.F.R. § 2510.3-101(f) (as modified by Section 3(42) of ERISA). The Limited Partner's investment in the Fund shall not be considered "plan assets" of the Limited Partner for purposes of ERISA, and the General Partner shall not be deemed to be a fiduciary of the Limited Partner under ERISA solely by reason of the Limited Partner's investment in the Fund.
11.2 Tax Reporting. The Fund shall file IRS Form 1065 (U.S. Return of Partnership Income) for each fiscal year of the Fund in accordance with applicable Internal Revenue Code requirements and U.S. Treasury Department regulations. The General Partner shall deliver IRS Schedule K-1 (Form 1065) to the Limited Partner in accordance with Section 6.3 of this Side Letter. The General Partner shall cause the Fund's tax returns to be prepared by a nationally recognized accounting firm engaged by the General Partner.
11.3 Withholding. The General Partner shall not withhold any amounts from distributions or allocations to the Limited Partner except to the extent that such withholding is required by applicable federal, state, local, or foreign tax law or regulation. In the event that the General Partner determines that withholding is required, the General Partner shall provide the Limited Partner with prompt written notice of such withholding, including the amount withheld, the basis for the withholding determination, and any relevant authority or tax filing in support thereof. Any amounts so withheld shall be treated as amounts distributed to the Limited Partner for purposes of the Partnership Agreement.
11.4 Tax Elections. The General Partner agrees that, if requested by the Limited Partner in writing at any time during the term of the Fund, the General Partner shall cause the Fund to make an election under Section 754 of the Internal Revenue Code of 1986, as amended (a "Section 754 Election"), to adjust the basis of the Fund's property in the event of a distribution to a partner or a transfer of a partner's interest in the Fund. The General Partner acknowledges that a Section 754 Election, once made, applies to all partners and all subsequent taxable years of the Fund unless revoked with the consent of the Internal Revenue Service.
Section 12. Most Favored Nation Rights
12.1 MFN Disclosure. The General Partner shall, within thirty (30) calendar days after the Final Close of the Fund (which Final Close is anticipated to occur no later than February 15, 2027), provide the Limited Partner with a written summary (the "MFN Disclosure") of all side letter provisions that have been granted to any other limited partner of the Fund and that are available for election by limited partners whose aggregate commitments to the Fund equal or exceed Fifty Million Dollars ($50,000,000). The MFN Disclosure shall describe each such provision in sufficient detail to permit the Limited Partner to evaluate its applicability and desirability.
12.2 MFN Election. The Limited Partner shall have thirty (30) calendar days from the date of receipt of the MFN Disclosure to notify the General Partner in writing of any side letter provisions identified in the MFN Disclosure that the Limited Partner elects to receive for its own benefit (an "MFN Election"). Upon the making of a valid MFN Election, the selected provisions shall be deemed incorporated into this Side Letter as if set forth herein in full and shall apply to the Limited Partner from and after the effective date of such MFN Election (or, if the applicable provision relates to a right or benefit that accrued from the date of the First Close, from the First Close, to the extent practicable). Notwithstanding the foregoing, the Limited Partner shall not be entitled to elect any side letter provision that is personal to another limited partner by reason of such other limited partner's legal, regulatory, or tax status and that is not applicable to the Limited Partner, as described in Section 12.3.
12.3 Exclusions from MFN. The following categories of side letter provisions shall not be subject to MFN Election by the Limited Partner unless the Limited Partner is similarly situated with respect to the legal, regulatory, or tax characteristic giving rise to such provision: (a) provisions relating to tax-exempt status or unrelated business taxable income ("UBTI") blocker structures designed to accommodate the specific tax attributes of tax-exempt limited partners; (b) provisions relating to Sharia compliance or Islamic finance principles; (c) provisions relating to sovereign immunity or diplomatic privileges; (d) provisions relating to insurance company regulatory capital requirements or statutory accounting obligations; and (e) any other provisions that the General Partner determines in good faith are personal to another limited partner's specific legal, regulatory, or tax status. The General Partner shall, in the MFN Disclosure, identify any provisions that it believes are excluded from MFN Election pursuant to this Section 12.3 and shall provide a brief explanation of the basis for such exclusion.
Section 13. Placement Agent Disclosure
13.1 Placement Agent Identity. The General Partner hereby confirms and discloses that Osprey Capital Markets LLC, a Delaware limited liability company and a broker-dealer registered with the U.S. Securities and Exchange Commission (the "SEC") and a member of the Financial Industry Regulatory Authority ("FINRA"), has been engaged by the Sponsor as the exclusive placement agent for the Fund (the "Placement Agent") pursuant to a placement agent agreement dated as of January 15, 2025 (the "Placement Agent Agreement").
13.2 Placement Agent Fees. Pursuant to the Placement Agent Agreement, the Placement Agent's compensation consists of a placement fee equal to 1.25% of committed capital placed by the Placement Agent with limited partners of the Fund. Such placement fee is payable solely by the Sponsor (Harrowgate Capital Partners LLC) and is not borne by the Fund or any limited partner of the Fund. The General Partner represents and warrants to the Limited Partner that the Limited Partner's Commitment was not placed, solicited, or sourced by the Placement Agent, and that no placement fee is payable to the Placement Agent with respect to the Limited Partner's Commitment.
13.3 Pay-to-Play. The General Partner represents and warrants to the Limited Partner that neither the Sponsor, the General Partner, any principal, officer, or employee of the Sponsor or the General Partner, nor the Placement Agent (or any principal, officer, or employee thereof) has made, directly or indirectly, any political contribution, gift, entertainment expenditure, or other payment to any official, elected representative, board member, trustee, employee, or agent of the Limited Partner, or to any other governmental entity having jurisdiction or influence over the Limited Partner's investment decisions, that would trigger restrictions, prohibitions, or disqualification under: (a) SEC Rule 206(4)-5 under the Investment Advisers Act of 1940 (the "Pay-to-Play Rule"); (b) FINRA Rule 2030; or (c) any comparable state or local pay-to-play law, rule, regulation, or ordinance applicable to the Limited Partner or the State of Northmoor.
13.4 Compliance Acknowledgment. The Limited Partner acknowledges that it has received and reviewed the placement agent disclosure included in the Confidential Private Placement Memorandum for the Fund, dated March 15, 2025, and that such disclosure is consistent with the representations made in this Section 13. The General Partner shall promptly notify the Limited Partner of any material change in the Placement Agent relationship or any event that would cause any representation made in this Section 13 to be inaccurate or misleading.
Section 14. Subscription Credit Facility
14.1 Acknowledgment. The Limited Partner acknowledges that the Fund intends to establish a subscription credit facility (the "Subscription Facility") with Ashford National Bank, N.A. (the "Lender"), in an aggregate revolving commitment amount not to exceed Five Hundred Million Dollars ($500,000,000). The Subscription Facility will be secured by a first-priority security interest in the General Partner's right to call and receive capital contributions from the limited partners of the Fund, and in certain related rights, including the right to enforce the capital call provisions of the Partnership Agreement. The Subscription Facility is intended to be used to bridge capital calls, fund portfolio investments on an interim basis, and for general working capital and expense purposes of the Fund.
14.2 Fund-Level Leverage Limit. Consistent with Section 8.4 of the Partnership Agreement, outstanding borrowings under the Subscription Facility shall not at any time exceed twenty-five percent (25%) of aggregate unfunded commitments of all limited partners to the Fund. Any borrowing under the Subscription Facility used to bridge the acquisition of a portfolio investment shall be repaid within one hundred eighty (180) days from the date of the applicable borrowing, unless a longer period is approved by the LPAC. The General Partner shall not use the Subscription Facility for the purpose of enhancing reported returns or artificially deferring capital calls beyond what is reasonably necessary for the efficient administration of the Fund.
14.3 Consent and Pledge. The Limited Partner hereby consents to the pledge of its unfunded capital commitment as security for borrowings under the Subscription Facility and agrees to comply with any lender accommodation or acknowledgment provisions included in the Partnership Agreement, including, without limitation, any requirement to deliver an acknowledgment letter or investor letter directly to the Lender confirming the Limited Partner's commitment to the Fund and its obligations under the Partnership Agreement. The Limited Partner agrees to execute and deliver such additional documents and instruments as may be reasonably requested by the General Partner or the Lender in connection with the Subscription Facility, provided that such documents do not materially expand the Limited Partner's obligations beyond those set forth in the Partnership Agreement and this Side Letter.
14.4 Reporting. The General Partner shall, upon the Limited Partner's written request (which may be made no more than once per fiscal quarter), provide the Limited Partner with information regarding: (a) the aggregate outstanding borrowings under the Subscription Facility as of the most recent practicable date; (b) the interest rate and material terms of the Subscription Facility; and (c) the impact of borrowings under the Subscription Facility on the Fund's reported net internal rate of return (including, to the extent reasonably practicable, a comparison of net IRR calculated with and without the effect of the Subscription Facility).
Section 15. Indemnification
15.1 Preservation of Indemnification Rights. The Limited Partner shall have the full benefit of the indemnification provisions set forth in Article XVI of the Partnership Agreement, which provide for the indemnification of the limited partners against certain losses, damages, liabilities, costs, and expenses arising in connection with the Fund. Nothing in this Side Letter shall limit, abridge, modify, or otherwise diminish the indemnification rights of the Limited Partner under the Partnership Agreement.
15.2 No Adverse Amendment. The General Partner shall not amend, modify, restate, supplement, or waive any indemnification provision of the Partnership Agreement in a manner that would be adverse to the interests of the Limited Partner without the Limited Partner's prior written consent, which consent may be withheld in the Limited Partner's sole and absolute discretion.
Section 16. Representations and Warranties
16.1 General Partner Representations and Warranties. The General Partner hereby represents and warrants to the Limited Partner as of the date hereof as follows:
(a) Due Formation and Existence. The General Partner is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite limited liability company power and authority to execute, deliver, and perform its obligations under this Side Letter and the Partnership Agreement.
(b) SEC Registration. Harrowgate Capital Partners LLC (SEC File No. 801-79223) is duly registered with the U.S. Securities and Exchange Commission as an investment adviser under the Investment Advisers Act of 1940, as amended, and such registration is in full force and effect. The Sponsor is not subject to any pending or threatened enforcement action, administrative proceeding, or disciplinary proceeding by the SEC or any state securities regulatory authority that would materially affect its ability to serve as investment adviser to the Fund.
(c) Authorization and Enforceability. The Partnership Agreement and this Side Letter have been duly authorized by all necessary action on the part of the General Partner and the Sponsor, have been duly executed and delivered by the General Partner, and constitute the valid and binding obligations of the General Partner, enforceable against the General Partner in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.
(d) No Conflict; Controlling Document. The execution, delivery, and performance of this Side Letter by the General Partner do not and will not conflict with, violate, or result in a breach of any provision of the Partnership Agreement, the General Partner's operating agreement, or any law, regulation, judgment, order, or decree applicable to the General Partner. To the extent of any inconsistency between the terms of this Side Letter and the terms of the Partnership Agreement as applied to the Limited Partner, the terms of this Side Letter shall control with respect to the Limited Partner.
16.2 Limited Partner Representations and Warranties. The Limited Partner hereby represents and warrants to the General Partner as of the date hereof as follows:
(a) Due Organization and Existence. The Limited Partner is a governmental pension plan duly organized, validly existing, and authorized under the laws of the State of Northmoor, and has all requisite power and authority to execute, deliver, and perform its obligations under this Side Letter, the Subscription Agreement, and the Partnership Agreement.
(b) Qualified Purchaser Status. The Limited Partner is a "qualified purchaser" as defined in Section 2(a)(51)(A) of the Investment Company Act of 1940, as amended, and the regulations promulgated thereunder, and meets the applicable requirements for investment in the Fund.
(c) Authorization. The Limited Partner's Commitment to the Fund and the execution and delivery of this Side Letter have been duly authorized by all necessary governmental action on the part of the Limited Partner, including approval by the investment committee of the Northmoor State Pension System (subject to final investment committee ratification, which the Limited Partner anticipates receiving on or prior to the First Close).
(d) Not a Benefit Plan Investor. The Limited Partner is not a "benefit plan investor" as such term is defined in the plan asset regulations of the U.S. Department of Labor at 29 C.F.R. § 2510.3-101(f) (as modified by Section 3(42) of ERISA).
Section 17. Confidentiality
17.1 Confidential Treatment. Subject to Section 5 (Public Records / FOIA Provisions) of this Side Letter, the terms of this Side Letter shall be treated as confidential by both Parties, and neither Party shall disclose the terms hereof to any third party without the prior written consent of the other Party, except as expressly permitted herein or as required by applicable law, regulation, or legal process.
17.2 Disclosure to Other Limited Partners. Disclosure of the terms of this Side Letter to other limited partners of the Fund shall be limited to the most favored nation process described in Section 12 of this Side Letter. Any such disclosure made as part of the MFN process shall not include the identity of the Limited Partner unless disclosure of such identity is required by applicable law, regulation, or the terms of the Partnership Agreement.
17.3 Permitted Disclosures. Notwithstanding Section 17.1, the Limited Partner may disclose this Side Letter and the terms hereof, without the General Partner's prior written consent, to: (a) its board of trustees and investment committee members; (b) its executive director, investment staff, and other employees with a legitimate need to know; (c) its outside legal counsel, Aldworth & McBride LLP; (d) its independent auditors and actuaries; (e) its investment consultants and advisors retained in connection with the Limited Partner's investment program; and (f) any other person to whom disclosure is required by applicable law, regulation, or governmental directive, in each case subject to such recipient's agreement to maintain the confidentiality of such information (to the extent such confidentiality is consistent with FOIA Requirements).
Section 18. General Provisions
18.1 Governing Law. This Side Letter shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.
18.2 Dispute Resolution. Any dispute, controversy, or claim arising out of or relating to this Side Letter, or the breach, termination, or validity thereof, shall be subject to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery declines to accept jurisdiction, the Superior Court of the State of Delaware, New Castle County). Each Party hereby irrevocably submits to the personal jurisdiction of such courts for the purpose of any such action or proceeding, waives any objection to venue in such courts, and waives any claim that any such action or proceeding has been brought in an inconvenient forum.
18.3 Entire Agreement. This Side Letter, together with the Partnership Agreement and the Subscription Agreement, constitutes the entire agreement between the General Partner and the Limited Partner with respect to the subject matter hereof, and supersedes all prior negotiations, representations, warranties, commitments, offers, and agreements (whether written or oral) relating to such subject matter. In the event of any conflict or inconsistency between the provisions of this Side Letter and the provisions of the Partnership Agreement, the provisions of this Side Letter shall prevail and control with respect to the Limited Partner; provided that the Partnership Agreement shall continue to govern in all other respects and with respect to all other limited partners.
18.4 Amendment. This Side Letter may not be amended, modified, or supplemented except by a written instrument duly executed by both Parties. No waiver of any provision of this Side Letter shall be effective unless made in writing and signed by the Party against whom enforcement of the waiver is sought.
18.5 Notices. All notices, requests, demands, consents, and other communications required or permitted under this Side Letter shall be in writing and shall be deemed to have been duly given: (a) when delivered personally; (b) one (1) business day after being sent by nationally recognized overnight courier service; (c) upon receipt if sent by certified or registered mail, return receipt requested, postage prepaid; or (d) upon confirmation of receipt if sent by electronic mail (with a copy sent by another method specified herein), to the applicable Party at the following addresses (or such other address as such Party may designate by written notice to the other Party):
If to the General Partner:
Harrowgate Fund V GP LLC c/o Harrowgate Capital Partners LLC 1200 Concord Pike, Suite 600 Wilmington, DE 19803
Attn: Catherine E. Loomis, General Counsel & Chief Compliance Officer
If to the Limited Partner:
Northmoor State Pension System 400 Capitol Boulevard, Suite 1100 Northmoor City, Northmoor
Attn: Helen T. Barrows, Director of Private Markets
With a copy to (which shall not constitute notice):
Aldworth & McBride LLP 1 South Wacker Drive, Suite 4000 Chicago, IL 60606
Attn: Margaret S. Quinlan
18.6 Severability. If any provision of this Side Letter (or any portion thereof) is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Side Letter, and the remaining provisions shall remain in full force and effect. In such event, the Parties shall negotiate in good faith to replace the invalid, illegal, or unenforceable provision with a valid provision that, to the extent possible, achieves the original intent and economic effect of the invalid provision.
18.7 Successors and Assigns. This Side Letter shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. Neither Party may assign its rights or obligations under this Side Letter without the prior written consent of the other Party, except as expressly provided in Section 10 (Transfer and Assignment) of this Side Letter.
18.8 Counterparts. This Side Letter may be executed in one or more counterparts (including by means of facsimile or portable document format (.pdf) signature pages), each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument.
18.9 Third-Party Beneficiaries. Nothing in this Side Letter, whether express or implied, is intended to or shall confer upon any person other than the Parties hereto and their respective permitted successors and assigns any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Side Letter.
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