SIDE LETTER AGREEMENT
Harrowgate Private Equity Fund V LP
[●], 2025
This SIDE LETTER AGREEMENT (this "Side Letter") is entered into as of [●], 2025 (the "Effective Date"), by and between:
HARROWGATE FUND V GP LLC, a Delaware limited liability company (the "General Partner"); and
TIDEWATER SOVEREIGN INVESTMENT AUTHORITY, a sovereign wealth fund organized under the laws of its home jurisdiction (the "Investor" or "TSIA").
Each of the General Partner and the Investor is referred to herein as a "Party" and collectively as the "Parties."
This Side Letter is entered into with reference to (i) the Exempted Limited Partnership Agreement of Harrowgate Fund V Offshore SLP, a Cayman Islands exempted limited partnership (the "Offshore Feeder"), dated as of [●], 2025, and (ii) by cross-reference, the Agreement of Limited Partnership of Harrowgate Private Equity Fund V LP, a Delaware limited partnership (the "Main Fund"), dated as of [●], 2025, as supplemented by the Agreement of Limited Partnership of Harrowgate Fund V Parallel LP, a Delaware limited partnership (the "Parallel Fund," and together with the Main Fund and the Offshore Feeder, the "Fund Vehicles"), each as may be amended, restated, supplemented, or otherwise modified from time to time (collectively, the "Partnership Agreement").
The Investor has agreed to make a Capital Commitment of One Hundred Seventy-Five Million Dollars ($175,000,000) to the Offshore Feeder, and will invest exclusively through Harrowgate Fund V Offshore SLP (Cayman Islands exempted limited partnership).
Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Partnership Agreement.
RECITALS
WHEREAS, the General Partner is the general partner of Harrowgate Private Equity Fund V LP, a Delaware limited partnership (the "Main Fund"), Harrowgate Fund V Parallel LP, a Delaware limited partnership (the "Parallel Fund"), and Harrowgate Fund V Offshore SLP, a Cayman Islands exempted limited partnership (the "Offshore Feeder," and together with the Main Fund and the Parallel Fund, the "Fund Vehicles");
WHEREAS, Harrowgate Capital Partners LLC, a Delaware limited liability company, is the sole member of the General Partner and serves as the Sponsor and investment adviser (SEC File No. 801-79223) with respect to the Fund Vehicles;
WHEREAS, the Investor is a sovereign wealth fund and an instrumentality of a foreign sovereign state;
WHEREAS, the Investor has agreed to make a Capital Commitment of One Hundred Seventy-Five Million Dollars ($175,000,000) to the Offshore Feeder, subject to the terms and conditions of the Partnership Agreement and this Side Letter;
WHEREAS, the Investor has been represented in the negotiation of this Side Letter by Ramsden Clarke International LLP (Tariq N. Haddad, Partner);
WHEREAS, the General Partner and the Investor desire to supplement and, to the extent provided herein, modify certain terms of the Partnership Agreement as they apply to the Investor; and
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
Section 1. Definitions
For purposes of this Side Letter, the following terms shall have the meanings set forth below:
"Commitment" means the Capital Commitment of the Investor to the Offshore Feeder in the amount of One Hundred Seventy-Five Million Dollars ($175,000,000), as such amount may be reduced in accordance with the terms of the Partnership Agreement and this Side Letter.
"Investor Vehicle" means Harrowgate Fund V Offshore SLP, a Cayman Islands exempted limited partnership, which is the sole vehicle through which the Investor shall participate in the Fund Vehicles.
"Partnership Agreement" means, collectively, (i) the Exempted Limited Partnership Agreement of the Offshore Feeder and (ii) by incorporation, the Agreement of Limited Partnership of the Main Fund, each dated as of [●], 2025, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Sponsor" means Harrowgate Capital Partners LLC, a Delaware limited liability company, which serves as the sole member of the General Partner and as the investment adviser to the Fund Vehicles.
"Sharia Compliance Advisor" means a recognized Sharia advisory board or scholar with expertise in Islamic finance principles, to be mutually agreed upon by the Investor and the General Partner. For the avoidance of doubt, the Sharia Compliance Advisor may be an internal advisory board of the Investor or an external advisory firm, provided that such advisor possesses qualifications and experience reasonably acceptable to the General Partner.
"Sharia Non-Compliant Investment" means any investment determined by the Investor (acting reasonably and in consultation with its Sharia Compliance Advisor) to be non-compliant with Islamic finance principles, including but not limited to investments in businesses deriving material revenues (as further specified in Exhibit B) from: (i) alcohol, tobacco, or pork-related products; (ii) conventional interest-based financial services (including banking and insurance); (iii) gambling or gaming; (iv) weapons or defense contracting; or (v) adult entertainment.
All other capitalized terms used but not defined in this Side Letter shall have the meanings ascribed to them in the Partnership Agreement.
Section 2. Sovereign Immunity Protections
2.1 Acknowledgment of Sovereign Status
The General Partner acknowledges and agrees that the Investor is a sovereign wealth fund and an instrumentality of a foreign sovereign state. The General Partner further acknowledges that the Investor and its assets may be entitled to sovereign immunity from jurisdiction, attachment, execution, and other legal process under applicable law, including, without limitation, the U.S. Foreign Sovereign Immunities Act of 1976, as amended (28 U.S.C. §§ 1602–1611) (the "FSIA"), and under the principles of customary international law. Nothing in the Partnership Agreement or any ancillary document shall be deemed to constitute a waiver of such immunities except as expressly set forth in Section 2.2 of this Side Letter.
2.2 Limited Waiver of Sovereign Immunity
The Investor agrees to a limited waiver of its sovereign immunity solely with respect to:
(a) actions or proceedings directly arising out of or relating to the Partnership Agreement, this Side Letter, or the Investor's Commitment to the Offshore Feeder; and
(b) enforcement of the Investor's obligation to fund Capital Contributions in response to duly issued Capital Calls in accordance with the terms of the Partnership Agreement,
in each case before the Delaware Court of Chancery (or, if the Delaware Court of Chancery declines jurisdiction or lacks subject matter jurisdiction over the particular matter, the Superior Court of the State of Delaware sitting in New Castle County) or, with respect to matters governed by Cayman Islands law, the Grand Court of the Cayman Islands.
Such limited waiver shall not extend to:
(i) any immunity from pre-judgment attachment, pre-judgment seizure, execution, or similar process with respect to the sovereign assets of the Investor, including assets held by the Investor in its capacity as a sovereign instrumentality;
(ii) any waiver of immunity in respect of property of the Investor held for governmental, diplomatic, consular, or central banking purposes;
(iii) any action, suit, or proceeding brought by third parties who are not a party to this Side Letter or the Partnership Agreement; or
(iv) any military, governmental, diplomatic, or central banking assets of the Investor or its home sovereign, regardless of the location of such assets.
2.3 No Broader Waiver
Nothing in the Partnership Agreement, this Side Letter, or any other agreement or document executed in connection with the Investor's investment in the Offshore Feeder shall be construed as a general waiver of the Investor's sovereign immunity beyond the limited scope expressly set forth in Section 2.2 of this Side Letter. The General Partner and the Sponsor shall not seek, and shall cause their respective affiliates, officers, directors, members, managers, employees, and agents not to seek, any relief against the Investor that would be inconsistent with the Investor's sovereign immunity, except as expressly waived herein. Any attempt to obtain such relief shall be deemed a breach of this Side Letter.
2.4 Service of Process
The Investor consents to service of process in connection with any proceeding arising under the limited waiver set forth in Section 2.2 by delivery to the Investor's address set forth in Section 16.5 of this Side Letter:
Tidewater Sovereign Investment Authority P.O. Box 3340 Tidewater Financial Centre, Level 18 Al-Burj District
Attention: Farid H. Al-Rashidi, Director of Global Private Equity
with a copy (which shall not constitute service) to:
Ramsden Clarke International LLP Level 14, Gate Village 4, DIFC Dubai
Attention: Tariq N. Haddad, Partner
Service effected in accordance with this Section 2.4 shall be deemed effective service of process for purposes of any proceeding within the scope of the limited waiver. The Investor reserves the right to contest the validity of any purported service of process not effected in accordance with this Section 2.4. Nothing in this Section 2.4 shall affect the right of either Party to serve process in any other manner permitted by applicable law.
Section 3. Sharia Compliance Screening and Excuse Rights
3.1 Pre-Investment Notification
The General Partner shall provide the Investor with reasonable advance notice of each proposed portfolio investment by the Fund Vehicles. Such notice shall be provided not less than fifteen (15) business days prior to the funding deadline for any Capital Call relating to a new portfolio investment (or, if the General Partner reasonably determines that a shorter notice period is required due to the time-sensitive nature of a particular transaction, as much advance notice as is reasonably practicable, but in no event less than seven (7) business days). Each such notice shall include a summary description of the target company's business, including its principal industry sector, geographic focus, and revenue composition, in sufficient detail to enable the Investor and its Sharia Compliance Advisor to conduct a meaningful Sharia compliance review in accordance with the Sharia Compliance Screening Protocol set forth in Exhibit B.
3.2 Sharia Compliance Determination
The Investor shall have the right, acting reasonably and in consultation with its Sharia Compliance Advisor, to determine whether a proposed portfolio investment constitutes a Sharia Non-Compliant Investment within the meaning of Section 1 of this Side Letter and the criteria set forth in Exhibit B. The General Partner acknowledges that such determination is a matter within the reasonable judgment of the Investor and its Sharia Compliance Advisor, and the General Partner shall not unreasonably challenge or dispute such determination except as provided in Exhibit B.
If the Investor determines that a proposed investment is a Sharia Non-Compliant Investment, the Investor shall deliver written notice (a "Sharia Excuse Notice") to the General Partner within ten (10) business days of the Investor's receipt of the pre-investment notification delivered pursuant to Section 3.1. Each Sharia Excuse Notice shall identify the proposed investment to which it relates and shall include a brief description of the basis for the Investor's Sharia compliance determination.
3.3 Excuse from Sharia Non-Compliant Investments
Upon delivery of a valid Sharia Excuse Notice in accordance with Section 3.2, the Investor shall be excused from participating in, and making Capital Contributions with respect to, the applicable Sharia Non-Compliant Investment. For the avoidance of doubt:
(a) The Investor's excused capital with respect to a Sharia Non-Compliant Investment shall not be treated as a default under the Partnership Agreement, and the Investor shall not be subject to any default interest, dilution, forfeiture, or other penalty provisions of the Partnership Agreement with respect to such excused capital.
(b) The Investor's pro rata share of such Sharia Non-Compliant Investment shall be reallocated among the remaining Partners in the Fund Vehicles in accordance with the allocation provisions set forth in the Partnership Agreement.
(c) The Investor shall have no right to participate in the economic benefits or losses of any Sharia Non-Compliant Investment from which it has been excused, and the Investor's capital account shall be adjusted accordingly.
3.4 Aggregate Excuse Limitation
The aggregate amount of Capital Contributions from which the Investor may be excused under this Section 3 shall not exceed twenty percent (20%) of the Investor's total Commitment (i.e., Thirty-Five Million Dollars ($35,000,000)) (the "Excuse Cap"). If the exercise of additional Sharia excuse rights would cause the aggregate excused Capital Contributions to exceed the Excuse Cap, the General Partner and the Investor shall confer in good faith to resolve the matter, which may include, without limitation, (i) a partial excuse with respect to the applicable investment, (ii) a reduction of the Investor's Commitment, or (iii) such other arrangement as the Parties may mutually agree upon.
Capital excused under this Section 3 shall reduce the Investor's unfunded Commitment for purposes of management fee calculations, carried interest allocations, and any other provision of the Partnership Agreement that is calculated by reference to the Investor's unfunded or total Commitment.
3.5 Confidentiality of Sharia Screening
The General Partner shall treat all Sharia Excuse Notices, pre-investment notifications delivered to the Investor for Sharia compliance purposes, and all related communications, analyses, and determinations as confidential information of the Investor. The General Partner shall not disclose the Investor's Sharia compliance determinations, or the fact that the Investor has exercised or declined to exercise Sharia excuse rights with respect to any particular investment, to any other limited partner of the Fund Vehicles or to any third party, except as required by applicable law or regulation. To the extent the General Partner is required to notify other limited partners that a limited partner has been excused from a particular investment (for purposes of reallocation or otherwise), the General Partner shall do so without identifying the excused limited partner as the Investor or disclosing the Sharia compliance basis for such excuse.
Section 4. Management Fee discount
4.1 Early Close discount
In recognition of the Investor's commitment to the Offshore Feeder at or prior to the First Close (target date: August 15, 2025), the management fee applicable to the Investor during the Investment Period shall be reduced by ten (10) basis points from the standard rate of 1.75% per annum to 1.65% per annum on committed capital (the "Early Close discount"). The Early Close discount shall apply from the Effective Date through the end of the Investment Period.
4.2 Large LP discount
In recognition of the size of the Investor's Commitment (which equals or exceeds the One Hundred Fifty Million Dollar ($150,000,000) threshold for the Large LP discount established by the General Partner), the Investor shall receive an additional five (5) basis point reduction in the management fee applicable during the Investment Period (the "Large LP discount").
Cumulative effect: The management fee applicable to the Investor during the Investment Period shall be 1.60% per annum on committed capital (in lieu of the standard 1.75% per annum), reflecting the combined benefit of the Early Close discount and the Large LP discount.
4.3 Post-Investment Period Fee
During the Post-Investment Period (as defined in the Partnership Agreement), the management fee applicable to the Investor shall be 1.50% per annum on invested capital (net of realized dispositions), consistent with the terms applicable to all limited partners under the Partnership Agreement. For the avoidance of doubt, the Early Close discount and the Large LP discount described in Sections 4.1 and 4.2 shall not apply to the management fee during the Post-Investment Period.
4.4 Fee Offset
Consistent with the fee offset provisions of the Partnership Agreement, one hundred percent (100%) of net transaction fees, monitoring fees, directors' fees, break-up fees, and other similar fees received by the General Partner, the Sponsor, or any of their respective affiliates from portfolio companies or in connection with portfolio investments shall be applied as an offset against the management fee payable by the Investor (and all other limited partners) in respect of the applicable period. The General Partner shall provide the Investor with a detailed accounting of all such fee offsets on a quarterly basis as part of the quarterly reporting described in Section 9.2.
Section 5. Co-Investment Rights
5.1 Co-Investment Opportunity
The General Partner shall offer the Investor the right (but not the obligation) to co-invest alongside the Fund Vehicles in portfolio investments where the aggregate equity investment by the Fund Vehicles (including, for this purpose, equity investments by the Main Fund, the Parallel Fund, and the Offshore Feeder on a combined basis) exceeds One Hundred Fifty Million Dollars ($150,000,000). Co-investment opportunities shall be offered on a no-fee, no-carry basis (i.e., without management fees or carried interest on the co-invested capital), subject to the terms of any separate co-investment vehicle documentation to be entered into at the time of each co-investment. For the avoidance of doubt, the Investor shall not be obligated to participate in any co-investment opportunity offered pursuant to this Section 5.1.
5.2 Allocation. The Investor's co-investment allocation shall be determined by the General Partner in its reasonable discretion, taking into account the Investor's Commitment size relative to the aggregate Commitments of other limited partners that have negotiated co-investment rights. The General Partner shall provide the Investor with not less than ten (10) business days' notice of any co-investment opportunity, together with a summary term sheet describing the proposed investment, an overview of the target company, and such diligence materials as the General Partner has prepared or obtained in connection with the proposed investment. The Investor shall notify the General Partner of its election to participate in (and the amount of) any co-investment within the notice period specified in the applicable co-investment offer.
5.3 Sharia Compliance of Co-Investments
The Investor's Sharia compliance excuse right set forth in Section 3 shall apply equally to co-investment opportunities offered under this Section 5. Accordingly, the General Partner shall provide the Investor with the pre-investment notification described in Section 3.1 with respect to each co-investment opportunity, and the Investor shall have the right to decline to participate in any co-investment that constitutes a Sharia Non-Compliant Investment. For the avoidance of doubt, co-investments declined by the Investor on Sharia compliance grounds shall not count toward the Excuse Cap set forth in Section 3.4.
Section 6. LPAC Observer Rights
6.1 Observer Seat
The General Partner shall grant the Investor the right to designate one (1) observer (the "Observer") to attend all meetings of the Limited Partner Advisory Committee (the "LPAC") of the Fund Vehicles. The Observer shall be entitled to receive all materials, reports, presentations, and other information distributed to LPAC members in advance of or at each LPAC meeting and to attend and participate in all LPAC meetings (whether held in person, by teleconference, videoconference, or other electronic means), provided that the Observer shall not have voting rights on any matter before the LPAC and shall not be counted for purposes of any quorum requirement.
The General Partner confirms that the initial LPAC at the First Close is expected to comprise three (3) of five (5) designated seats, to be held by representatives designated by: (i) Northmoor State Pension System; (ii) Edgecombe Insurance Group Ltd.; and (iii) The Kingsbridge Endowment Fund. The remaining two (2) LPAC seats are expected to be designated following subsequent closes of the Fund Vehicles.
6.2 Confidentiality. The Observer shall be bound by the same confidentiality obligations applicable to LPAC members under the LPAC Charter or Terms of Reference adopted by the General Partner in connection with the Fund Vehicles. The Investor shall cause its designated Observer to execute any confidentiality undertaking or similar agreement required by the General Partner from time to time, in a form reasonably acceptable to the Investor, as a condition to the Observer's attendance at LPAC meetings and receipt of LPAC materials.
6.3 Designation. The initial Observer designated by the Investor shall be Farid H. Al-Rashidi, Director of Global Private Equity, Tidewater Sovereign Investment Authority. The Investor may change its designated Observer at any time by delivering written notice to the General Partner in accordance with Section 16.5 of this Side Letter, identifying the replacement Observer and confirming that such replacement Observer has executed (or will execute prior to attendance at the next LPAC meeting) all required confidentiality undertakings. The form of the initial LPAC Observer Designation Letter is attached hereto as Exhibit A.
Section 7. FOIA / Transparency Carve-Outs
7.1 Confidential Treatment
The General Partner acknowledges that the Investor, as a sovereign wealth fund and instrumentality of a foreign sovereign state, is not subject to the freedom of information, public records, or open meetings laws of the United States or any state or political subdivision thereof. The General Partner further acknowledges that the Investor may be subject to certain disclosure or transparency requirements under the laws, regulations, or governance frameworks of its home sovereign jurisdiction.
To the extent any information provided to the Investor by the General Partner, the Sponsor, or any of their respective affiliates, officers, directors, members, managers, employees, agents, or representatives is designated as "Confidential," "Proprietary," or words of similar import, the Investor shall use commercially reasonable efforts to maintain the confidentiality of such information and, if disclosure of such information is required or requested under the laws of the Investor's home sovereign jurisdiction, to seek confidential treatment or exemption from disclosure to the extent available under applicable law.
7.2 Notice of Disclosure Request
If the Investor receives a request, order, subpoena, or directive from any governmental authority, regulatory body, legislative body, judicial body, or other entity compelling or requesting the disclosure of Confidential Information relating to the Fund Vehicles, the Partnership Agreement, this Side Letter, or any portfolio investment, the Investor shall, to the extent legally permissible and not otherwise prohibited by applicable law:
(a) promptly notify the General Partner in writing of the existence, terms, and circumstances of such request or order;
(b) consult with the General Partner in good faith regarding the scope and nature of the information subject to such request or order; and
(c) cooperate with the General Partner (at the General Partner's sole cost and expense, including reasonable attorneys' fees and costs) in seeking to prevent, limit, or narrow the scope of such disclosure, including by seeking a protective order, confidentiality agreement, or other appropriate remedy.
The General Partner shall have the right (but not the obligation) to seek, at its own expense, a protective order, injunction, or other appropriate remedy to prevent or limit such disclosure. If, notwithstanding such efforts, the Investor is required to disclose Confidential Information, the Investor shall disclose only such portion of the Confidential Information as is legally required and shall use commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to the disclosed information.
7.3 Limitation on General Partner's Disclosure
The General Partner shall not disclose the identity of the Investor, the amount of the Investor's Commitment, the terms of this Side Letter, or any other information concerning the Investor or its investment in the Offshore Feeder to any other limited partner of the Fund Vehicles or to any third party, except:
(a) as required by applicable law, regulation, or governmental order;
(b) to the Fund Vehicles' legal counsel (Calderwood & Harkness LLP), independent auditors (Caldwell, Fitch & Hartley LLP), or administrator (Pinnacle Fund Services LLC), in each case on a need-to-know basis and subject to customary confidentiality obligations;
(c) to the extent required in connection with the MFN disclosure obligations under the Partnership Agreement, in which case the Investor's name, Commitment amount, and other identifying information shall be redacted from any side letter summaries or copies provided to other limited partners, unless the Investor otherwise provides its prior written consent to such disclosure; or
(d) with the Investor's prior written consent.
Section 8. ECI / FIRPTA Withholding Provisions
8.1 Tax Structuring
The General Partner acknowledges that the Investor is a non-U.S. person for U.S. federal income tax purposes and is investing through the Offshore Feeder (Harrowgate Fund V Offshore SLP, a Cayman Islands exempted limited partnership) in part to mitigate the Investor's exposure to U.S. effectively connected income ("ECI") under Sections 871(b) and 882 of the Internal Revenue Code of 1986, as amended (the "Code"), and to minimize exposure to withholding under the Foreign Investment in Real Property Tax Act of 1980 ("FIRPTA") (Code Sections 897 and 1445). The General Partner shall take the tax status and structuring objectives of the Investor into account in structuring the Fund Vehicles' investments and operations to the extent reasonably practicable and consistent with the General Partner's fiduciary duties to all limited partners.
8.2 FIRPTA and USRPI Monitoring
The General Partner shall use commercially reasonable efforts to provide the Investor with advance written notice of any proposed portfolio investment that, at the time of acquisition, would cause any Fund Vehicle (together with any co-investment vehicle, parallel vehicle, or alternative investment vehicle established in connection with the Fund) to hold, directly or indirectly, a "United States real property interest" ("USRPI") as defined in Section 897(c) of the Code and the Treasury Regulations promulgated thereunder.
If a proposed portfolio investment would constitute or include a USRPI (or would cause any Fund Vehicle to be treated as holding a USRPI), the General Partner shall notify the Investor in writing prior to the closing of such investment, including a description of the nature and extent of the USRPI component. Upon receipt of such notice, the Investor shall have the right to exercise its excuse right under Section 3.3 of this Side Letter with respect to such investment (in addition to, and independent of, any Sharia compliance excuse right that may be available to the Investor with respect to the same investment). Amounts excused under this Section 8.2 shall count toward the Excuse Cap set forth in Section 3.4.
8.3 Withholding Tax Gross-Up
Subject to the limitations and provisions of the Partnership Agreement, the General Partner shall use commercially reasonable efforts to structure distributions to the Investor through the Offshore Feeder so as to minimize U.S. withholding taxes applicable to such distributions to the extent reasonably practicable and consistent with the General Partner's obligations to all limited partners.
The General Partner shall not be required to "gross up" distributions to the Investor for any U.S. withholding tax imposed on distributions to the Investor or on income allocable to the Investor; provided, however, that the General Partner shall cooperate with the Investor in (i) applying for any applicable reduction in withholding rates under any relevant income tax treaty between the United States and the Investor's home sovereign jurisdiction, and (ii) preparing, executing, and filing such documentation (including IRS Forms W-8BEN-E, W-8ECI, W-8IMY, or any successor forms) as may be required or reasonably requested in connection therewith.
8.4 Tax Reporting
The General Partner shall provide the Investor with such U.S. tax information as is reasonably necessary for the Investor to comply with its U.S. tax filing and reporting obligations, including:
(a) IRS Schedule K-1 (Form 1065) or equivalent tax information for the Offshore Feeder, reflecting the Investor's allocable share of income, gain, loss, deduction, and credit items;
(b) FIRPTA-related notices and certificates, including any notice of a disposition of a USRPI, and any FIRPTA withholding certificates or affidavits;
(c) FATCA (Foreign Account Tax Compliance Act) and CRS (Common Reporting Standard) self-certification forms, as applicable, and such information as is reasonably necessary for the Investor to comply with its FATCA and CRS reporting obligations; and
(d) such other information as may be reasonably requested by the Investor to determine the U.S. tax consequences of its investment in the Offshore Feeder.
Schedule K-1 or equivalent tax information shall be provided to the Investor no later than ninety (90) days after the end of each fiscal year of the Offshore Feeder (the fiscal year being the calendar year, January 1 through December 31). To the extent the General Partner is unable to provide final Schedule K-1 information within such period, the General Partner shall provide the Investor with a reasonable estimate of such information within such period and shall deliver the final Schedule K-1 as promptly as practicable thereafter.
Section 9. Reporting and Investor Communications
9.1 Currency. All financial reports, capital account statements, distribution notices, capital call notices, and other financial or accounting communications furnished to the Investor by or on behalf of the General Partner, the Sponsor, or the Fund Vehicles shall be denominated in United States Dollars (USD). To the extent that any Fund Vehicle holds investments denominated in a currency other than USD, the General Partner shall present such amounts converted into USD at the exchange rate used for the Fund Vehicles' financial statements.
9.2 Quarterly Reporting
The General Partner shall provide the Investor with quarterly unaudited financial reports within sixty (60) days following the end of each fiscal quarter of the Fund Vehicles. Each such quarterly report shall include, at a minimum:
(a) a portfolio company summary, including each portfolio company's name, industry sector, investment date, aggregate cost basis, current fair market value (based on the General Partner's most recent valuation), and a brief status update;
(b) Fund-level net asset value ("NAV") as of the end of the applicable quarter;
(c) the Investor's capital account balance as of the end of the applicable quarter, including a reconciliation of beginning balance, capital calls, distributions, and net income or loss;
(d) a detailed accounting of management fee accruals and carried interest accruals applicable to the Investor; and
(e) a cash flow summary reflecting capital calls issued during the quarter, distributions received during the quarter, and net cash flow.
9.3 Annual Reporting
The General Partner shall provide the Investor with audited financial statements of each of the Fund Vehicles, prepared by Caldwell, Fitch & Hartley LLP, the Fund Vehicles' independent auditor, in accordance with generally accepted accounting principles in the United States (U.S. GAAP) or International Financial Reporting Standards (IFRS), as applicable, within one hundred twenty (120) days after the end of each fiscal year of the Fund Vehicles. Such audited financial statements shall include a balance sheet, statement of operations, statement of changes in partners' capital, statement of cash flows, and notes thereto, together with the auditor's report thereon.
9.4 Annual Meeting
The Investor shall have the right to request one (1) in-person or virtual meeting per calendar year with the investment team of Harrowgate Capital Partners LLC, including at least one of Marcus J. Harrowgate, Managing Partner, or Diana R. Castellano, Partner and Co-Head of Private Equity, to discuss portfolio performance, investment strategy, pipeline, and such other matters as the Investor may reasonably raise. The General Partner shall use commercially reasonable efforts to schedule such meeting at a mutually convenient time and location within forty-five (45) days of the Investor's request.
9.5 Ad Hoc Information Rights
The General Partner shall provide the Investor, upon reasonable written request, with such additional information regarding the Fund Vehicles, their operations, portfolio investments, and financial condition as the Investor may reasonably require for its internal governance, risk management, asset allocation, or regulatory reporting purposes, subject to the General Partner's confidentiality obligations to portfolio companies and other limited partners. The General Partner shall use commercially reasonable efforts to respond to such requests within fifteen (15) business days of receipt. The General Partner may decline a request for additional information if, in the General Partner's reasonable judgment, fulfilling such request would (i) impose an undue administrative burden on the General Partner, (ii) require the disclosure of information that is subject to a contractual confidentiality restriction with a portfolio company or other third party, or (iii) create material legal or regulatory risk for the Fund Vehicles.
Section 10. Transfer Provisions
10.1 Transfer Rights
Notwithstanding any provision of the Partnership Agreement to the contrary, the Investor shall have the right to transfer all or a portion of its interest in the Offshore Feeder to:
(a) any successor entity, agency, department, or instrumentality of the Investor's home sovereign state; or
(b) any entity that is wholly owned, directly or indirectly, by the Investor or by the Investor's home sovereign state,
in each case without the prior consent of the General Partner, provided that:
(i) the proposed transferee assumes in writing all obligations of the Investor under the Partnership Agreement and this Side Letter, in a form reasonably satisfactory to the General Partner;
(ii) the proposed transferee delivers to the General Partner customary representations and warranties regarding its status as a "qualified purchaser" within the meaning of Section 2(a)(51) of the Investment Company Act of 1940, its compliance with applicable AML/KYC requirements, and its U.S. tax status; and
(iii) such transfer shall not result in a violation of applicable law or regulation, including U.S. sanctions laws and the FSIA.
All other transfers of the Investor's interest in the Offshore Feeder shall require the prior written consent of the General Partner, which consent shall not be unreasonably withheld, conditioned, or delayed. The Investor shall provide the General Partner with not less than thirty (30) days' prior written notice of any proposed transfer pursuant to this Section 10.1.
Section 11. Key Person Event
11.1 Key Person Notification
The General Partner shall promptly notify the Investor in writing (and in any event within five (5) business days) of the occurrence of a Key Person Event (as defined in the Partnership Agreement), i.e., if either Marcus J. Harrowgate or Diana R. Castellano ceases to devote substantially all of his or her professional time and efforts to the business and affairs of the Fund Vehicles and the Sponsor, whether as a result of death, disability, departure, termination, retirement, or any other cause. Such notice shall describe in reasonable detail the circumstances of the Key Person Event and the General Partner's proposed plan for cure, resolution, or replacement of the departing Key Person, including any timeline for the identification of a successor.
11.2 Suspension Rights
Upon the occurrence of a Key Person Event, the Investment Period shall be suspended in accordance with the provisions of the Partnership Agreement, and no new portfolio investments shall be made during such suspension period, unless and until the Key Person Event is cured or waived by a majority-in-interest of the Limited Partners (excluding the General Partner and any affiliated limited partner) in accordance with the Partnership Agreement. The Investor shall have all rights afforded to Limited Partners under the Key Person provisions of the Partnership Agreement, including the right to vote on any proposed cure or waiver.
Section 12. Removal of the General Partner
12.1 No-Fault Removal
The Investor's Commitment shall be counted for purposes of determining whether the seventy-five percent (75%)-in-interest threshold required for no-fault removal of the General Partner under the Partnership Agreement has been achieved. For purposes of such determination, the interests of the General Partner and any limited partner affiliated with the General Partner or the Sponsor shall be excluded from the denominator.
12.2 For-Cause Removal
The Investor's Commitment shall be counted for purposes of determining whether the majority-in-interest threshold required for for-cause removal of the General Partner under the Partnership Agreement has been achieved. "For-cause" removal events shall include, without limitation, fraud, gross negligence, willful misconduct, material breach of the Partnership Agreement, and the bankruptcy or insolvency of the General Partner, in each case as further described in the Partnership Agreement.
Section 13. MFN Rights
13.1 Most Favored Nation
The Investor shall be entitled to most favored nation ("MFN") election rights available to limited partners committing Fifty Million Dollars ($50,000,000) or more, in accordance with the MFN provisions of the Partnership Agreement.
The General Partner shall, following the Final Close of the Fund Vehicles, disclose to the Investor the terms of all side letters, supplemental agreements, or other arrangements entered into by the General Partner with any other limited partner of the Fund Vehicles that modify or supplement the terms of the Partnership Agreement (with the identity of the applicable limited partner redacted, unless such limited partner has consented to disclosure of its identity). The Investor shall have thirty (30) days after the Final Close (the "MFN Election Period") to review such side letters and to elect, by written notice to the General Partner, to receive the benefit of any provisions granted to other limited partners that are more favorable than those set forth in this Side Letter or the Partnership Agreement as applied to the Investor.
The Investor's MFN election rights shall be subject to customary carve-outs, including provisions that (a) relate to regulatory, tax, or legal requirements specific to another limited partner's jurisdiction, domicile, or regulatory status (including ERISA, bank regulatory, or insurance company requirements); (b) are specific to the organizational or structural characteristics of another limited partner (e.g., tax-exempt status, governmental plan status); or (c) are the result of an investment by another limited partner in a different Fund Vehicle or through a different structural arrangement.
Section 14. Anti-Money Laundering and Sanctions Compliance
14.1 Representations. The Investor represents and warrants to the General Partner that, as of the date hereof and as of the date of each Capital Contribution:
(a) Neither the Investor, nor any person or entity that directly or indirectly owns or controls the Investor, is (i) a person or entity listed on the Specially Designated Nationals and blocked Persons List maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury ("OFAC"), the Consolidated List of Financial Sanctions Targets maintained by the Office of Financial Sanctions Implementation of His Majesty's Treasury of the United Kingdom, or any similar list maintained by the European Union or the United Nations Security Council, or (ii) a person or entity organized, domiciled, or resident in a country or territory that is the subject of comprehensive U.S. sanctions (currently including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine, and any other jurisdiction designated by OFAC from time to time);
(b) The funds used by the Investor to make the Capital Commitment and to fund Capital Contributions are not derived from, and do not otherwise constitute the proceeds of, any illegal activity, and the investment by the Investor in the Offshore Feeder will not contravene any applicable anti-money laundering laws, including the USA PATRIOT Act (Title III of Pub. L. 107-56, as amended), the Bank Secrecy Act (31 U.S.C. §§ 5311–5332, as amended), and the regulations promulgated thereunder; and
(c) The Investor has implemented and maintains anti-money laundering and "know your customer" policies and procedures consistent with applicable law and the standards recommended by the Financial Action Task Force on Money Laundering.
14.2 KYC/AML Verification
The Investor shall cooperate with Pinnacle Fund Services LLC (the Fund Vehicles' administrator) and with the General Partner in completing all required KYC/AML verification procedures in connection with the Investor's admission to the Offshore Feeder and its ongoing investment therein. The Investor shall provide such documentation, certifications, and information as may be reasonably requested by the General Partner or the administrator in order to comply with applicable anti-money laundering, counter-terrorism financing, and economic sanctions laws and regulations, including updated information as circumstances change.
Section 15. Representations and Warranties of the Investor
The Investor hereby represents and warrants to the General Partner as follows, as of the date hereof and as of the date of each Capital Contribution:
(a) Organization and Existence. The Investor is duly organized, validly existing, and in good standing (to the extent such concept is applicable) under the laws of its home sovereign jurisdiction, and has all requisite power and authority to carry on its business as currently conducted.
(b) Qualified Purchaser. The Investor is a "qualified purchaser" within the meaning of Section 2(a)(51) of the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder.
(c) Non-Benefit Plan Investor. The Investor is not a "benefit plan investor" as defined under 29 C.F.R. § 2510.3-101(f)(2), as modified by Section 3(42) of the Employee Retirement Income Security Act of 1974, as amended, and the assets of the Investor do not constitute "plan assets" for purposes of ERISA or Section 4975 of the Code.
(d) Authority. The Investor has full power and authority to execute, deliver, and perform its obligations under this Side Letter, the Subscription Agreement, and the Partnership Agreement, and all necessary corporate, governmental, and other actions have been taken to authorize such execution, delivery, and performance.
(e) Investment Intent. The Investor is acquiring its interest in the Offshore Feeder for its own account for investment purposes only and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the "Securities Act"), and the Investor understands that such interest has not been registered under the Securities Act or the securities laws of any state or other jurisdiction and may not be transferred except in compliance therewith.
(f) Receipt of Offering Materials. The Investor has received and reviewed the Confidential Private Placement Memorandum of the Fund Vehicles dated [●], 2025 (the "PPM"), and has had the opportunity to ask questions of, and receive answers from, the General Partner and the Sponsor regarding the terms and conditions of the investment and the business and financial affairs of the Fund Vehicles.
(g) Non-U.S. Person. The Investor is a non-U.S. person for U.S. federal income tax purposes within the meaning of Treasury Regulation Section 1.1441-1(c)(2) and is not treated as engaged in a trade or business within the United States within the meaning of Code Section 864.
(h) No Conflict. The execution, delivery, and performance by the Investor of this Side Letter and the transactions contemplated hereby do not and will not (i) violate any provision of the Investor's organizational or constitutive documents, (ii) violate any applicable law, regulation, order, judgment, injunction, or decree binding on the Investor, or (iii) result in a breach of, or constitute a default under, any material agreement or instrument to which the Investor is a party or by which the Investor or its assets are bound.
Section 16. General Provisions
16.1 Conflict with Partnership Agreement
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 control and prevail as between the General Partner and the Investor, and the Partnership Agreement shall be deemed amended and supplemented to the extent necessary to give effect to the terms of this Side Letter as they apply to the Investor. For the avoidance of doubt, this Side Letter shall not amend the Partnership Agreement as it applies to any other limited partner of the Fund Vehicles, and no other limited partner shall be entitled to rely on the terms of this Side Letter except to the extent such limited partner exercises MFN election rights in accordance with the Partnership Agreement.
16.2 Amendments. This Side Letter may not be amended, modified, supplemented, or waived except by a written instrument duly executed by both the General Partner and the Investor. No waiver of any provision of this Side Letter shall constitute a waiver of any other provision, and no single or partial exercise of any right or remedy shall preclude any further exercise thereof or the exercise of any other right or remedy.
16.3 Governing Law
This Side Letter shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to the conflicts-of-law principles thereof that would require the application of the law of any other jurisdiction. Notwithstanding the foregoing, matters relating to the organizational documents, formation, existence, and internal affairs of the Offshore Feeder (Harrowgate Fund V Offshore SLP, a Cayman Islands exempted limited partnership) shall be governed by the laws of the Cayman Islands to the extent required by such laws.
16.4 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 Delaware Court of Chancery (or, if the Delaware Court of Chancery declines jurisdiction or lacks subject matter jurisdiction over the particular matter, the Superior Court of the State of Delaware sitting in New Castle County), subject in all respects to the sovereign immunity limitations and limited waiver set forth in Section 2 of this Side Letter. Each Party irrevocably submits to the jurisdiction of such courts and irrevocably waives any objection it may have to the laying of venue in any such court and any claim that any such court is an inconvenient forum.
16.5 Notices. All notices, requests, demands, consents, waivers, and other communications required or permitted under this Side Letter shall be in writing and shall be deemed to have been duly given when (a) delivered personally, (b) sent by internationally recognized overnight courier (with confirmation of delivery), or (c) sent by email (with confirmation of receipt, excluding automated "out of office" or similar replies), to the Parties at the following addresses (or to such other address as a Party may designate by written notice to the other Party):
If to the Investor:
Tidewater Sovereign Investment Authority P.O. Box 3340 Tidewater Financial Centre, Level 18 Al-Burj District
Attention: Farid H. Al-Rashidi, Director of Global Private Equity
with a copy (which shall not constitute notice) to:
Ramsden Clarke International LLP Level 14, Gate Village 4, DIFC Dubai
Attention: Tariq N. Haddad, Partner
If to the General Partner:
Harrowgate Fund V GP LLC c/o Harrowgate Capital Partners LLC 1200 Concord Pike, Suite 600 Wilmington, DE 19803
Attention: Catherine E. Loomis, General Counsel & Chief Compliance Officer
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 400 South Ashbury Asset Advisors, Suite 3000 Wilmington, DE 19801
Attention: Graham Sutherland, Partner
16.6 Confidentiality of Side Letter
This Side Letter and its terms are confidential. Neither Party shall disclose the existence or terms of this Side Letter to any third party, except: