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BYLAWS

HGF V BLOCKER CORP.

a Delaware corporation

Adopted as of the Date of Incorporation

CONFIDENTIAL

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ARTICLE I — CORPORATE INFORMATION AND PURPOSE

Section 1.1 — Name

The name of the corporation is HGF V blocker Corp. (the "Corporation"). The Corporation is a C corporation organized and existing under the General Corporation Law of the State of Delaware (as amended from time to time, the "DGCL"). The Corporation was incorporated by the filing of a Certificate of Incorporation (the "Certificate of Incorporation") with the Secretary of State of the State of Delaware.

Section 1.2 — Registered Office and Registered Agent

The registered agent of the Corporation in the State of Delaware shall be Calderwood & Harkness LLP. The registered office of the Corporation in the State of Delaware shall be located at 400 South Ashbury Asset Advisors, Suite 3000, Wilmington, Delaware 19801, which is the office of the registered agent. The Board of Directors may, from time to time, change the registered office and registered agent of the Corporation by duly adopting a resolution to that effect and causing the appropriate filing to be made with the Secretary of State of the State of Delaware in accordance with Section 133 of the DGCL or any successor provision thereto. Any such change shall not constitute an amendment of these Bylaws.

Section 1.3 — Principal Office

The principal office of the Corporation shall be located at 1200 Concord Pike, Suite 600, Wilmington, Delaware 19803, which is co-located with the offices of Harrowgate Capital Partners LLC, a Delaware limited liability company ("Harrowgate Capital" or the "Sponsor"). The Board of Directors may change the location of the principal office of the Corporation from time to time as the Board deems advisable, and any such change shall not require an amendment of these Bylaws. Notice of any change in the principal office shall be given to each stockholder of record within a reasonable time after the effective date of such change.

Section 1.4 — Purpose

The Corporation is organized as a single-purpose blocker entity. The exclusive purpose of the Corporation is to hold, directly or indirectly, a limited partnership interest in Harrowgate Private Equity Fund V LP, a Delaware limited partnership (the "Fund"), or Harrowgate Fund V Parallel LP, a Delaware limited partnership (the "Parallel Fund" and, together with the Fund, the "Fund Entities"), and to engage in any and all activities that are incidental, ancillary, or related thereto, including, without limitation, (i) making and funding capital contributions to the Fund Entities, (ii) receiving and distributing proceeds and other distributions from the Fund Entities, (iii) filing tax returns and paying taxes in respect of the Corporation's allocable share of income, gain, loss, deduction, and credit from the Fund Entities, (iv) entering into agreements and instruments necessary or advisable in furtherance of the foregoing, and (v) performing such other acts and carrying on such other activities as may be necessary or incidental to the accomplishment of the foregoing purposes.

The Corporation is specifically designed to serve as an investment vehicle for certain tax-exempt investors, including, without limitation, entities described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), pension funds, endowments, foundations, and other organizations exempt from federal income tax under Section 501(a) of the Code (collectively, "Tax-Exempt Investors"), in order to mitigate and eliminate the exposure of such Tax-Exempt Investors to unrelated business taxable income ("UBTI") under Sections 511 through 514 of the Code that would otherwise arise from the direct or indirect ownership of partnership interests in the Fund Entities. By interposing the Corporation as a C corporation taxable entity between the Tax-Exempt Investors and the Fund Entities, the Corporation is intended to ensure that distributions received by the Tax-Exempt Investors from the Corporation are treated as dividends or return of capital for federal income tax purposes, rather than as UBTI.

The Corporation shall not engage in any business, trade, or activity unrelated to the foregoing purpose without the prior approval of the Board of Directors. Without limiting the generality of the foregoing, the Corporation shall not (a) borrow money or incur indebtedness except as necessary to fund capital contributions to the Fund Entities or to pay the Corporation's taxes and expenses, (b) guarantee the obligations of any other person, or (c) acquire assets other than its limited partnership interests in the Fund Entities, in each case without the prior approval of the Board.

Section 1.5 — Fiscal Year

The fiscal year of the Corporation shall begin on January 1 and end on December 31 of each calendar year. The Board of Directors may change the fiscal year of the Corporation by resolution, subject to applicable provisions of the Code and the Treasury Regulations promulgated thereunder.

ARTICLE II — STOCKHOLDERS

Section 2.1 — Annual Meeting

An annual meeting of the stockholders of the Corporation shall be held at such date, time, and place (if any), either within or without the State of Delaware, as shall be designated from time to time by resolution of the Board of Directors and stated in the notice of the meeting. At the annual meeting, stockholders shall elect directors to succeed those whose terms have expired and shall transact such other business as may properly be brought before the meeting. In lieu of holding an annual meeting at a designated place, the Board of Directors may, in its sole discretion, determine that any annual meeting of stockholders shall be held solely by means of remote communication in accordance with Section 211(a)(2) of the DGCL. If the annual meeting is held by means of remote communication, the notice of the meeting shall specify the means of remote communication by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting.

Section 2.2 — Special Meetings

Special meetings of the stockholders of the Corporation may be called at any time by the Board of Directors, the Chairperson of the Board (if one has been designated), or the President. In addition, special meetings may be called by stockholders holding not less than a majority of the outstanding shares of capital stock of the Corporation entitled to vote at the proposed meeting, upon written request delivered to the Secretary of the Corporation specifying the purpose or purposes of the proposed meeting. Business transacted at any special meeting of stockholders shall be limited to the purpose or purposes stated in the notice of such meeting.

Section 2.3 — Notice of Meetings

Written notice of each meeting of stockholders, stating the place (if any), date, time, the means of remote communication (if any) by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and the purpose or purposes for which the meeting is called, shall be given to each stockholder of record entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting. Notice may be given by personal delivery, by depositing such notice in the United States mail, postage prepaid, directed to the stockholder at such stockholder's address as it appears on the records of the Corporation, or by electronic transmission in accordance with Section 232 of the DGCL. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid. If given by electronic transmission, such notice shall be deemed to be given at the time specified in Section 232 of the DGCL. Notice of any adjourned meeting need not be given if the time, place (if any), and means of remote communication (if any) thereof are announced at the meeting at which the adjournment is taken, unless the adjournment is for more than thirty (30) days or a new record date is fixed for the adjourned meeting.

Section 2.4 — Quorum

The holders of a majority of the shares of capital stock issued and outstanding and entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business. If a quorum is not present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, may adjourn the meeting from time to time to a later date without further notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted that might have been transacted at the meeting as originally noticed. The stockholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

Section 2.5 — Voting

Each stockholder shall be entitled to one (1) vote for each share of capital stock held of record by such stockholder on the record date for the meeting, except as otherwise provided by the Certificate of Incorporation or the DGCL with respect to any class or series of stock. Except as otherwise provided by the Certificate of Incorporation, the DGCL, or these Bylaws, the affirmative vote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders. In the election of directors, the candidates receiving the greatest number of votes cast shall be elected, subject to any provisions of the Certificate of Incorporation providing otherwise.

Section 2.6 — Action Without a Meeting

Any action required or permitted to be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing (including by electronic transmission, as permitted by Section 228 of the DGCL), setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of any corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that written consents signed by a sufficient number of stockholders to take the action were delivered to the Corporation. Each written consent shall bear the date of signature of each stockholder who signs the consent, and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered to the Corporation, written consents signed by a sufficient number of stockholders to take such action are delivered to the Corporation.

Section 2.7 — Proxies

Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy. Such authorization may be accomplished by (a) a writing executed by the stockholder or by such stockholder's authorized agent, or (b) a transmission permitted by Section 212 of the DGCL. No proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A proxy shall be revocable unless it states that it is irrevocable and is coupled with an interest sufficient in law to support an irrevocable power.

Section 2.8 — Record Date

The Board of Directors may fix, in advance, a record date for the determination of stockholders entitled to notice of or to vote at any meeting of stockholders, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution, or to exercise any rights in respect of any change, conversion, or exchange of stock, or for the purpose of any other lawful action. Such record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and (a) in the case of a meeting, shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, and (b) in the case of any other action, shall not be more than sixty (60) days prior to such other action. If no record date is fixed by the Board, the record date shall be determined in accordance with Section 213 of the DGCL.

Section 2.9 — Stock Ledger

The Corporation shall maintain a stock ledger, which may be maintained in any form permitted by Section 224 of the DGCL, containing the names and addresses of all stockholders of the Corporation and the number, class, and series (if applicable) of shares of capital stock held by each stockholder. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the list of stockholders required by Section 219 of the DGCL or to vote in person or by proxy at any meeting of stockholders. The officer or agent having charge of the stock ledger shall prepare and make available, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting (provided, however, that if the record date for determining the stockholders entitled to vote is less than ten (10) days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth (10th) day before the meeting date), arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder for any purpose germane to the meeting for a period of at least ten (10) days prior to the meeting in the manner provided by law.

ARTICLE III — BOARD OF DIRECTORS

Section 3.1 — General Powers

The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as otherwise provided by the DGCL or the Certificate of Incorporation. In the exercise of such authority, the Board of Directors shall have full power and authority to take all actions on behalf of the Corporation that are not by statute, the Certificate of Incorporation, or these Bylaws required to be exercised or done by the stockholders.

Given the Corporation's single-purpose nature as a blocker entity, the Board's primary responsibilities shall include, without limitation:

(a) overseeing and monitoring the Corporation's investment in the Fund, the Parallel Fund, or any successor fund entity managed by Harrowgate Capital;

(b) authorizing the funding of capital contributions by the Corporation to the Fund Entities in accordance with capital call notices received from the general partner of the Fund Entities;

(c) overseeing tax reporting and compliance with respect to the Corporation, including the timely filing of all federal, state, and local income tax returns and the payment of all taxes due and payable by the Corporation;

(d) approving the Corporation's annual budget and expenses, including management fees, administrative expenses, professional fees, and other costs associated with the operation and maintenance of the Corporation; and

(e) authorizing the declaration and payment of dividends or other distributions to the Corporation's stockholders from proceeds received from the Fund Entities, net of the Corporation's tax obligations and operating expenses.

Section 3.2 — Number, Election, and Term

The number of directors constituting the entire Board of Directors shall be not less than one (1) and not more than three (3), as determined from time to time by resolution adopted by the Board of Directors or the stockholders. The initial Board of Directors shall consist of such person or persons as shall be designated in the Certificate of Incorporation or appointed by the incorporator in accordance with the DGCL.

Directors shall be elected at each annual meeting of stockholders and shall hold office until their respective successors are duly elected and qualified, or until their earlier death, resignation, removal, or disqualification. It is anticipated that Harrowgate Capital Partners LLC, as the entity controlling the stockholders of the Corporation, will designate the directors of the Corporation. The initial directors are expected to include officers or principals of Harrowgate Capital, including, but not limited to, such persons as the Sponsor may determine from time to time. No decrease in the number of directors shall shorten the term of any incumbent director.

Section 3.3 — Vacancies

Any vacancy on the Board of Directors, whether resulting from death, resignation, removal, disqualification, an increase in the authorized number of directors, or any other cause, may be filled by the affirmative vote of a majority of the remaining directors then in office, even if such remaining directors constitute less than a quorum of the Board, or by the sole remaining director. If there are no directors in office, any vacancy may be filled by the stockholders. A director elected to fill a vacancy shall hold office until the next annual meeting of stockholders and until such director's successor shall have been duly elected and qualified, or until such director's earlier death, resignation, removal, or disqualification.

Section 3.4 — Resignation and Removal

Any director may resign at any time by giving written notice of such resignation to the Board of Directors, the Chairperson of the Board (if any), the President, or the Secretary. Such resignation shall take effect at the time specified therein or, if no time is specified, upon receipt thereof by the person or body to whom it is addressed. Unless otherwise specified in the notice, acceptance of such resignation shall not be necessary to make it effective.

Any director, or the entire Board of Directors, may be removed, with or without cause, by the holders of a majority of the shares of capital stock of the Corporation then entitled to vote at an election of directors, at a meeting of stockholders called for that purpose or by written consent in accordance with Section 2.6 of these Bylaws.

Section 3.5 — Regular Meetings

Regular meetings of the Board of Directors may be held at such times and at such places, within or without the State of Delaware, as the Board may from time to time determine by resolution or as shall be specified in a notice of meeting. A regular meeting of the Board of Directors may be held without notice immediately after, and at the same place as, the annual meeting of stockholders. No notice shall be required for any regular meeting of the Board of Directors for which the date, time, and place have been fixed by resolution of the Board.

Section 3.6 — Special Meetings

Special meetings of the Board of Directors may be called at any time by the Chairperson of the Board (if one has been designated), the President, or any director. Notice of the time and place of each special meeting of the Board shall be given to each director at least twenty-four (24) hours before the meeting (or such shorter period as may be reasonable under the circumstances), by any usual means of communication, including personal delivery, telephone, facsimile, electronic mail, or other electronic transmission. The notice need not specify the business to be transacted at, or the purpose of, any special meeting of the Board.

Section 3.7 — Quorum and Voting

A majority of the total number of directors then in office (but in no event less than one-third (1/3) of the total number of directors fixed pursuant to Section 3.2 of these Bylaws) shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the DGCL, the Certificate of Incorporation, or these Bylaws require a greater number for any particular action. If a quorum is not present at any meeting of the Board, a majority of the directors present at such meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 3.8 — Action Without a Meeting

Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or such committee, as the case may be, consent thereto in writing or by electronic transmission in accordance with Section 141(f) of the DGCL. Such consent or consents shall have the same force and effect as a unanimous vote of the Board or committee at a duly held meeting and shall be filed with the minutes of proceedings of the Board or committee, as the case may be.

Section 3.9 — Telephonic and Electronic Meetings

Members of the Board of Directors, or any committee designated by the Board, may participate in a meeting of the Board or such committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 3.9 shall constitute presence in person at such meeting. Any action taken at a meeting conducted in accordance with this Section shall be deemed to have been taken at a meeting held at the place (if any) where one or more of the directors participated, as designated in the notice of the meeting.

Section 3.10 — Committees

The Board of Directors may, by resolution passed by a majority of the entire Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, subject to the limitations set forth in Section 141(c)(2) of the DGCL. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

Given the single-purpose nature of the Corporation, it is not anticipated that standing committees will be required. However, the Board retains the authority to establish committees from time to time as circumstances may warrant.

Section 3.11 — Compensation of Directors

Directors shall not receive compensation for their services as directors unless otherwise determined by resolution of the Board of Directors. Nothing herein contained shall be construed to preclude any director from serving the Corporation, Harrowgate Capital, or the Fund Entities in any other capacity and receiving compensation therefor. Directors shall be entitled to reimbursement for reasonable out-of-pocket expenses incurred in connection with attendance at meetings of the Board and any committee thereof, upon presentation of appropriate documentation.

ARTICLE IV — OFFICERS

Section 4.1 — Officers Generally

The officers of the Corporation shall consist of a President, a Secretary, and a Treasurer, each of whom shall be elected by the Board of Directors. The Board of Directors may also appoint a Chairperson of the Board, one or more Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers and assistant officers as the Board may from time to time deem necessary or desirable for the conduct of the Corporation's business. Any two (2) or more offices may be held by the same person. Officers need not be directors or stockholders of the Corporation.

Section 4.2 — Election and Term of Office

Officers shall be elected by the Board of Directors at its first meeting following the annual meeting of stockholders, or at such other time as the Board of Directors shall determine. Each officer shall hold office until a successor is duly elected and qualified, or until such officer's earlier death, resignation, removal, or disqualification. A failure to elect officers shall not dissolve or otherwise affect the Corporation. It is anticipated that the initial officers of the Corporation will be designated from among the principals or employees of Harrowgate Capital Partners LLC, including, without limitation:

(a) Jonathan P. Birch, Partner, Head of Operations & Chief Financial Officer of Harrowgate Capital Partners LLC; and

(b) Catherine E. Loomis, General Counsel & Chief Compliance Officer of Harrowgate Capital Partners LLC.

The foregoing designations are subject to confirmation by the Board of Directors and do not create any obligation to appoint or retain any specific individual as an officer of the Corporation.

Section 4.3 — President

The President shall be the chief executive officer of the Corporation, unless the Board of Directors shall have designated a separate Chief Executive Officer. The President shall have general supervision and control of the business and affairs of the Corporation, subject to the overall direction and oversight of the Board of Directors, and shall see that all orders and resolutions of the Board are carried into effect. The President shall preside at all meetings of stockholders and, in the absence of a Chairperson of the Board, at all meetings of the Board of Directors. The President shall have the power to execute bonds, mortgages, contracts, deeds, leases, and all other instruments and documents on behalf of the Corporation, except where the signing and execution thereof shall be expressly delegated by the Board to some other officer or agent of the Corporation or shall be required by law to be otherwise signed or executed. The President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

Section 4.4 — Secretary

The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and shall record or cause to be recorded the proceedings thereof in a minute book to be kept for that purpose. The Secretary shall give, or cause to be given, all notices required to be given by these Bylaws, the Certificate of Incorporation, or by law. The Secretary shall be the custodian of the corporate seal of the Corporation (if any) and of the stock ledger and stock transfer books of the Corporation. The Secretary shall have authority to affix the corporate seal (if any) to any instrument requiring it, and when so affixed, it may be attested by the Secretary's signature. The Secretary shall perform all duties incident to the office of Secretary and such other duties as may be assigned to the Secretary by the President or the Board of Directors from time to time.

Section 4.5 — Treasurer

The Treasurer shall have charge and custody of, and be responsible for, all funds and securities of the Corporation. The Treasurer shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit, or cause to be deposited, all moneys and other valuable effects in the name and to the credit of the Corporation in such banks, trust companies, or other depositories as shall be designated from time to time by the Board of Directors. The Treasurer shall disburse, or cause to be disbursed, the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements. The Treasurer shall render to the President and the Board of Directors, upon request, an account of the financial condition of the Corporation and of all transactions of the Treasurer.

Given the Corporation's role as a single-purpose blocker entity, the Treasurer's principal responsibilities shall include, without limitation:

(a) overseeing and coordinating the Corporation's tax obligations, including the timely preparation and filing of all federal and state corporate income tax returns (including IRS Form 1120 and applicable state equivalents) reflecting the Corporation's allocable share of income, gain, loss, deduction, and credit from the Fund Entities;

(b) managing capital flows between the Corporation and HPE Fund V LP or Harrowgate Fund V Parallel LP, including the funding of capital contributions in response to capital call notices from the general partner of the Fund Entities and the receipt and processing of distributions from the Fund Entities;

(c) coordinating with the Fund's tax advisors and the Corporation's tax return preparer with respect to all tax-related matters affecting the Corporation and its stockholders;

(d) maintaining appropriate reserves for the payment of estimated and final income tax liabilities of the Corporation; and

(e) preparing or causing to be prepared such financial statements and reports as may be required by the Board of Directors or the stockholders of the Corporation.

The Treasurer shall perform all duties incident to the office of Treasurer and such other duties as may be assigned to the Treasurer by the President or the Board of Directors from time to time.

Section 4.6 — Vice Presidents

Each Vice President, if any, shall perform such duties and possess such powers as the Board of Directors or the President may from time to time prescribe. In the event of the absence, inability, or refusal to act of the President, the Vice President (or, if there shall be more than one, the Vice Presidents in the order designated by the Board of Directors, or in the absence of any such designation, then in the order of their election) shall perform the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President.

Section 4.7 — Removal of Officers

Any officer of the Corporation may be removed by the Board of Directors at any time, with or without cause, by the affirmative vote of a majority of the entire Board. Such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

Section 4.8 — Resignation of Officers

Any officer may resign at any time by giving written notice of such resignation to the Board of Directors, the President, or the Secretary. Such resignation shall take effect at the time specified therein or, if no time is specified, upon receipt thereof. Unless otherwise specified in the notice of resignation, the acceptance of such resignation shall not be necessary to make it effective.

Section 4.9 — Vacancies

A vacancy in any office, whether resulting from death, resignation, removal, disqualification, or any other cause, may be filled by the Board of Directors for the unexpired portion of the term of such office.

ARTICLE V — CAPITAL STOCK

Section 5.1 — Authorized Shares

The number and classes of shares of capital stock that the Corporation is authorized to issue shall be as set forth in the Certificate of Incorporation. As a single-purpose blocker entity, the authorized capital of the Corporation will be structured to accommodate equity investments from Tax-Exempt Investors that are limited partners (or prospective limited partners) of the Fund, including, without limitation, such entities as The Kingsbridge Endowment Fund, located at 88 University Drive, Kingsbridge, Massachusetts 02140, and other qualified Tax-Exempt Investors that elect to invest through the Corporation in order to mitigate UBTI exposure.

Section 5.2 — Stock Certificates; Uncertificated Shares

Shares of capital stock of the Corporation may be represented by certificates or may be uncertificated, as the Board of Directors may determine from time to time by resolution. If shares are represented by certificates, each certificate shall be in such form as the Board of Directors shall prescribe and shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary or the Treasurer of the Corporation. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent, or registrar at the date of issue.

The Board of Directors may authorize the issuance of some or all of the shares of any or all classes or series of capital stock without certificates. Within a reasonable time after the issuance or transfer of uncertificated shares, the Corporation shall send to the registered owner thereof a written statement of the information required by Section 158 of the DGCL, including, without limitation, the name of the Corporation, that the Corporation is organized under the laws of the State of Delaware, the name of the stockholder, the number and class (and the designation of the series, if any) of the shares represented, and any restrictions on the transfer or registration of such shares imposed by the Certificate of Incorporation, these Bylaws, any agreement among stockholders, or any agreement between the stockholder and the Corporation.

Section 5.3 — Transfers of Stock

Transfers of shares of capital stock of the Corporation shall be made only on the stock ledger of the Corporation upon surrender of the certificate therefor (if the shares are certificated), properly endorsed or accompanied by a duly executed stock power or other proper evidence of authority to transfer, or, in the case of uncertificated shares, upon receipt of proper transfer instructions from the registered holder of the shares or from a duly authorized attorney-in-fact, and in each case upon compliance with such other conditions as may be required by law, the Certificate of Incorporation, these Bylaws, or any stockholders' agreement or other agreement binding upon the Corporation or its stockholders. No transfer of shares shall be effective until recorded on the stock ledger of the Corporation.

All transfers of shares are subject to any restrictions on transfer set forth in the Certificate of Incorporation, these Bylaws, or any stockholders' agreement or other agreement to which the Corporation or the transferring stockholder is a party or by which such shares are bound.

Section 5.4 — Restriction on Transfer

The shares of capital stock of the Corporation may not be sold, assigned, transferred, pledged, hypothecated, encumbered, or otherwise disposed of (each, a "Transfer"), in whole or in part, without the prior written consent of the Board of Directors, which consent may be granted or withheld in the sole and absolute discretion of the Board.

This restriction on Transfer reflects the single-purpose nature of the Corporation and the need to ensure that (a) all stockholders of the Corporation are "qualified purchasers" within the meaning of Section 2(a)(51) of the Investment Company Act of 1940, as amended, (b) all stockholders are otherwise eligible to participate in the Fund structure in accordance with the terms of the limited partnership agreement of the Fund and applicable securities laws, (c) no Transfer would result in a violation of the Securities Act of 1933, as amended, or any applicable state securities laws, and (d) no Transfer would adversely affect the Corporation's status or tax treatment as contemplated by these Bylaws and the Certificate of Incorporation.

Any purported Transfer of shares made in violation of this Section 5.4 shall be void and of no force or effect, and the Corporation shall not register any such purported Transfer on its stock ledger or recognize the purported transferee as a stockholder for any purpose.

Section 5.5 — Lost, Stolen, or Destroyed Certificates

The Corporation may issue a new certificate of stock or uncertificated shares in place of any certificate theretofore issued by the Corporation that is alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, stolen, or destroyed, and upon such terms and conditions as the Board of Directors may prescribe, including, without limitation, requiring the owner of such lost, stolen, or destroyed certificate, or such owner's legal representative, to give the Corporation a bond or other indemnity sufficient to indemnify the Corporation against any claim that may be made against it on account of the alleged loss, theft, or destruction of such certificate or the issuance of such new certificate or uncertificated shares.

Section 5.6 — Record Holders

The Corporation shall be entitled to recognize the exclusive right of a person registered on its stock ledger as the owner of shares to receive dividends and other distributions and to vote as such owner, and the Corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not the Corporation shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.

ARTICLE VI — INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

Section 6.1 — Right to Indemnification

The Corporation shall indemnify, to the fullest extent permitted by the DGCL as it now exists or as it may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), any person (an "Indemnitee") who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a "Proceeding"), by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, including, without limitation, Harrowgate Private Equity Fund V LP, Harrowgate Fund V Parallel LP, Harrowgate Capital Partners LLC, or any other entity affiliated with the Sponsor or the Fund Entities. The Corporation's obligation to indemnify an Indemnitee shall include the obligation to indemnify such Indemnitee against expenses (including attorneys' fees), judgments, fines, penalties, and amounts paid in settlement actually and reasonably incurred by such Indemnitee in connection with such Proceeding, to the fullest extent permitted by applicable law.

Notwithstanding the foregoing, the Corporation shall not be obligated to indemnify any person in connection with any Proceeding initiated by such person (other than a Proceeding to enforce such person's right to indemnification under this Article VI) unless the initiation of such Proceeding was authorized by the Board of Directors.

Section 6.2 — Advancement of Expenses

The Corporation shall advance expenses (including attorneys' fees) incurred by an Indemnitee in defending any Proceeding in advance of its final disposition, upon receipt of an undertaking by or on behalf of such Indemnitee to repay such amounts if it shall ultimately be determined by final judicial decision from which there is no further right of appeal that such Indemnitee is not entitled to be indemnified for such expenses under this Article VI or otherwise. The Corporation's obligation to advance expenses under this Section 6.2 shall include the obligation to advance expenses incurred in connection with any Proceeding by or in the right of the Corporation to procure a judgment in its favor. Such advances shall be made without regard to the Indemnitee's ability to repay such advances.

Section 6.3 — Non-Exclusivity

The rights to indemnification and advancement of expenses conferred by this Article VI shall not be exclusive of any other rights to which any person seeking indemnification or advancement of expenses may be entitled under the Certificate of Incorporation, any agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office. The Corporation is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees, or agents respecting indemnification and advancement of expenses to the fullest extent permitted by the DGCL.

Section 6.4 — Insurance

The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of the DGCL. The Board of Directors may, in its discretion, cause the Corporation to be included as an insured under any directors' and officers' liability insurance policy maintained by Harrowgate Capital Partners LLC or any of its affiliates, to the extent such inclusion is available and consistent with the terms of such policy.

Section 6.5 — Survival

The rights to indemnification and advancement of expenses conferred by this Article VI shall survive the repeal or modification of this Article VI and shall inure to the benefit of any Indemnitee who has ceased to be a director or officer of the Corporation and shall inure to the benefit of such person's heirs, executors, administrators, and personal representatives. Any repeal or modification of this Article VI shall not adversely affect any right or protection of an Indemnitee with respect to any act or omission occurring prior to the time of such repeal or modification.

ARTICLE VII — MISCELLANEOUS PROVISIONS

Section 7.1 — Dividends and Distributions

The Board of Directors may declare and pay dividends or make other distributions upon the outstanding shares of capital stock of the Corporation out of funds legally available therefor, as determined in accordance with the DGCL, in such manner and upon such terms and at such times as the Board may determine. Given the Corporation's role as a single-purpose blocker entity, dividends and distributions will primarily consist of proceeds received by the Corporation from its investment in HPE Fund V LP or Harrowgate Fund V Parallel LP, net of the Corporation's income tax obligations, operating expenses, and any reserves established by the Board. The Board shall endeavor to distribute available proceeds to stockholders in a timely manner following receipt thereof from the Fund Entities, subject to the foregoing.

Section 7.2 — Checks, Drafts, and Notes

All checks, drafts, or other orders for the payment of money, and all notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, or agent or agents, of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such resolution, such instruments shall be signed by the Treasurer and countersigned by the President or a Vice President.

Section 7.3 — Contracts and Instruments

The Board of Directors may authorize any officer or officers, or any agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. Unless so authorized by the Board of Directors, or as otherwise expressly permitted by these Bylaws, no officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable pecuniarily for any purpose or for any amount.

Section 7.4 — Corporate Seal

The Corporation may, but shall not be required to, have a corporate seal. If the Board of Directors adopts a corporate seal, it shall be in such form as shall be approved from time to time by the Board. The corporate seal, if any, may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.

Section 7.5 — Books and Records

The Corporation shall keep correct and complete books and records of account, minutes of the proceedings of its stockholders and Board of Directors (and any committees thereof), and a stock ledger giving the names and addresses of all stockholders and the number and class of shares held by each. Such books and records may be kept at the principal office of the Corporation or at such other place or places as the Board of Directors may from time to time designate.

The Corporation's books and records shall be open to inspection by stockholders of the Corporation to the extent required by Section 220 of the DGCL, subject to the provisions of Section 220 regarding proper purpose and the procedures set forth therein.

The independent auditor for the Fund, Caldwell, Fitch & Hartley LLP, located at 30 Rockefeller Plaza, Suite 4500, New York, New York 10112 (audit partner: Robert A. Fonseca), is expected to audit the Corporation's financial statements as part of the Fund's overall audit process. The Board of Directors may engage such auditor, or such other independent auditor as the Board may select, to audit the Corporation's financial statements on an annual or other periodic basis, as the Board deems appropriate.

Section 7.6 — Tax Matters

The Corporation shall timely prepare and file, or cause to be prepared and filed, all required federal, state, and local tax returns, including, without limitation, its federal corporate income tax return (IRS Form 1120) and any applicable state and local income or franchise tax returns. As a C corporation for federal income tax purposes, the Corporation will be subject to corporate income tax at applicable rates on its allocable share of taxable income from HPE Fund V LP or Harrowgate Fund V Parallel LP. This structure is specifically intended to block UBTI that would otherwise flow through to the Corporation's Tax-Exempt Investors, so that distributions from the Corporation to such stockholders are treated as dividends (to the extent of the Corporation's earnings and profits) or return of capital (to the extent in excess thereof), rather than as UBTI.

The Treasurer, or such other officer as may be designated by the Board of Directors, shall be responsible for coordinating with the Fund's tax advisors and the Corporation's tax return preparer to ensure the accurate and timely filing of all tax returns, the payment of all taxes when due, and the proper maintenance of tax records and supporting documentation. The Corporation shall make estimated tax payments as required by applicable law and shall maintain such reserves as the Board of Directors or the Treasurer may determine to be necessary or advisable to satisfy anticipated tax liabilities.

Section 7.7 — Notices

Unless otherwise provided by these Bylaws, the Certificate of Incorporation, or the DGCL, all notices required or permitted to be given under these Bylaws shall be in writing and shall be deemed to have been duly given (a) when personally delivered to the person entitled thereto, (b) when sent by facsimile or electronic transmission (including electronic mail) to the facsimile number or electronic address, as applicable, of the person entitled thereto as shown on the records of the Corporation, or (c) when deposited in the United States mail, postage prepaid, addressed to the last known address of the person entitled thereto as shown on the records of the Corporation. Any notice given by mail shall be deemed given on the date of deposit in the United States mail, and any notice given by electronic transmission shall be deemed given at the time specified in Section 232 of the DGCL.

Section 7.8 — Waiver of Notice

Whenever any notice is required to be given to any stockholder, director, or officer under the provisions of these Bylaws, the Certificate of Incorporation, or the DGCL, a waiver thereof in writing or by electronic transmission, signed by the person or persons entitled to such notice, whether given before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except where the person attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

Section 7.9 — Governing Law

These Bylaws and the internal affairs of the Corporation shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice 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. This governing law provision is intended to be consistent with the governing law provisions applicable to the Fund's Agreement of Limited Partnership, which similarly provides for the application of Delaware law and designates the Delaware Court of Chancery (or, if the Court of Chancery does not have subject-matter jurisdiction, the Superior Court of the State of Delaware, New Castle County) as the exclusive forum for disputes arising thereunder.

Section 7.10 — Forum Selection

Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have subject-matter jurisdiction, the Superior Court of the State of Delaware, or, if neither the Court of Chancery nor the Superior Court has subject-matter jurisdiction, the United States District Court for the District of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for:

(a) any derivative action or proceeding brought on behalf of the Corporation;

(b) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, or other employee of the Corporation to the Corporation or to the stockholders of the Corporation;

(c) any action asserting a claim arising pursuant to any provision of the DGCL, the Certificate of Incorporation, or these Bylaws (as each may be amended from time to time); or

(d) any action asserting a claim governed by the internal affairs doctrine.

Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Section 7.10.

ARTICLE VIII — AMENDMENTS

Section 8.1 — Amendment by Board of Directors

Subject to the Certificate of Incorporation and the rights of the stockholders as set forth in Section 8.2, these Bylaws may be altered, amended, or repealed, or new bylaws may be adopted, by the Board of Directors at any regular or special meeting of the Board by the affirmative vote of a majority of the directors then in office. Any bylaws adopted by the Board of Directors may be altered, amended, or repealed, and new bylaws adopted, by the stockholders in accordance with Section 8.2.

Section 8.2 — Amendment by Stockholders

These Bylaws may be altered, amended, or repealed, or new bylaws may be adopted, by the stockholders of the Corporation at any annual or special meeting of stockholders by the affirmative vote of the holders of a majority of the outstanding shares of capital stock of the Corporation entitled to vote thereon, provided that notice of the proposed alteration, amendment, repeal, or adoption of new bylaws is contained in the notice of such meeting. The stockholders may also alter, amend, or repeal these Bylaws, or adopt new bylaws, by written consent in accordance with Section 2.6 of these Bylaws.

ARTICLE IX — ADOPTION AND EFFECTIVE DATE

Section 9.1 — Adoption

These Bylaws were adopted by the incorporator of the Corporation effective as of the date of filing of the Certificate of Incorporation of HGF V blocker Corp. with the Secretary of State of the State of Delaware (the "Date of Incorporation"). These Bylaws shall remain in full force and effect unless and until altered, amended, or repealed in accordance with Article VIII hereof.

Section 9.2 — Incorporator Certification

The undersigned, being the incorporator of HGF V blocker Corp., hereby certifies that the foregoing Bylaws, consisting of Articles I through IX, were duly adopted as the Bylaws of the Corporation effective as of the Date of Incorporation. The undersigned executes this certification in his capacity as incorporator and as counsel to Harrowgate Capital Partners LLC in connection with the formation of HGF V blocker Corp. as part of the fund formation of Harrowgate Private Equity Fund V LP (Calderwood & Harkness LLP Matter No. 1003-00002).

INCORPORATOR:

By: ________

Name: Stephen Adler

Title: Partner, Calderwood & Harkness LLP

Address: 400 South Ashbury Asset Advisors, Suite 3000

Wilmington, Delaware 19801

Date: ________

(Date of Incorporation)

Calderwood & Harkness LLP — Counsel to Harrowgate Capital Partners LLC C&H Matter No. 1003-00002 CONFIDENTIAL — FOR USE IN CONNECTION WITH THE FORMATION OF HARROWGATE PRIVATE EQUITY FUND V LP

BYLAWS
OF
HGF V BLOCKER CORP.
a Delaware corporation
Adopted as of the Date of Incorporation
CONFIDENTIAL
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ARTICLE I — CORPORATE INFORMATION AND PURPOSE
Section 1.1 — Name
The name of the corporation is HGF V blocker Corp. (the "Corporation"). The Corporation is a C corporation organized and existing under the General Corporation Law of the State of Delaware (as amended from time to time, the "DGCL"). The Corporation was incorporated by the filing of a Certificate of Incorporation (the "Certificate of Incorporation") with the Secretary of State of the State of Delaware.
Section 1.2 — Registered Office and Registered Agent
The registered agent of the Corporation in the State of Delaware shall be Calderwood & Harkness LLP. The registered office of the Corporation in the State of Delaware shall be located at 400 South Ashbury Asset Advisors, Suite 3000, Wilmington, Delaware 19801, which is the office of the registered agent. The Board of Directors may, from time to time, change the registered office and registered agent of the Corporation by duly adopting a resolution to that effect and causing the appropriate filing to be made with the Secretary of State of the State of Delaware in accordance with Section 133 of the DGCL or any successor provision thereto. Any such change shall not constitute an amendment of these Bylaws.
Section 1.3 — Principal Office
The principal office of the Corporation shall be located at 1200 Concord Pike, Suite 600, Wilmington, Delaware 19803, which is co-located with the offices of Harrowgate Capital Partners LLC, a Delaware limited liability company ("Harrowgate Capital" or the "Sponsor"). The Board of Directors may change the location of the principal office of the Corporation from time to time as the Board deems advisable, and any such change shall not require an amendment of these Bylaws. Notice of any change in the principal office shall be given to each stockholder of record within a reasonable time after the effective date of such change.
Section 1.4 — Purpose
The Corporation is organized as a single-purpose blocker entity. The exclusive purpose of the Corporation is to hold, directly or indirectly, a limited partnership interest in Harrowgate Private Equity Fund V LP, a Delaware limited partnership (the "Fund"), or Harrowgate Fund V Parallel LP, a Delaware limited partnership (the "Parallel Fund" and, together with the Fund, the "Fund Entities"), and to engage in any and all activities that are incidental, ancillary, or related thereto, including, without limitation, (i) making and funding capital contributions to the Fund Entities, (ii) receiving and distributing proceeds and other distributions from the Fund Entities, (iii) filing tax returns and paying taxes in respect of the Corporation's allocable share of income, gain, loss, deduction, and credit from the Fund Entities, (iv) entering into agreements and instruments necessary or advisable in furtherance of the foregoing, and (v) performing such other acts and carrying on such other activities as may be necessary or incidental to the accomplishment of the foregoing purposes.
The Corporation is specifically designed to serve as an investment vehicle for certain tax-exempt investors, including, without limitation, entities described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), pension funds, endowments, foundations, and other organizations exempt from federal income tax under Section 501(a) of the Code (collectively, "Tax-Exempt Investors"), in order to mitigate and eliminate the exposure of such Tax-Exempt Investors to unrelated business taxable income ("UBTI") under Sections 511 through 514 of the Code that would otherwise arise from the direct or indirect ownership of partnership interests in the Fund Entities. By interposing the Corporation as a C corporation taxable entity between the Tax-Exempt Investors and the Fund Entities, the Corporation is intended to ensure that distributions received by the Tax-Exempt Investors from the Corporation are treated as dividends or return of capital for federal income tax purposes, rather than as UBTI.
The Corporation shall not engage in any business, trade, or activity unrelated to the foregoing purpose without the prior approval of the Board of Directors. Without limiting the generality of the foregoing, the Corporation shall not (a) borrow money or incur indebtedness except as necessary to fund capital contributions to the Fund Entities or to pay the Corporation's taxes and expenses, (b) guarantee the obligations of any other person, or (c) acquire assets other than its limited partnership interests in the Fund Entities, in each case without the prior approval of the Board.
Section 1.5 — Fiscal Year
The fiscal year of the Corporation shall begin on January 1 and end on December 31 of each calendar year. The Board of Directors may change the fiscal year of the Corporation by resolution, subject to applicable provisions of the Code and the Treasury Regulations promulgated thereunder.
ARTICLE II — STOCKHOLDERS
Section 2.1 — Annual Meeting
An annual meeting of the stockholders of the Corporation shall be held at such date, time, and place (if any), either within or without the State of Delaware, as shall be designated from time to time by resolution of the Board of Directors and stated in the notice of the meeting. At the annual meeting, stockholders shall elect directors to succeed those whose terms have expired and shall transact such other business as may properly be brought before the meeting. In lieu of holding an annual meeting at a designated place, the Board of Directors may, in its sole discretion, determine that any annual meeting of stockholders shall be held solely by means of remote communication in accordance with Section 211(a)(2) of the DGCL. If the annual meeting is held by means of remote communication, the notice of the meeting shall specify the means of remote communication by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting.
Section 2.2 — Special Meetings
Special meetings of the stockholders of the Corporation may be called at any time by the Board of Directors, the Chairperson of the Board (if one has been designated), or the President. In addition, special meetings may be called by stockholders holding not less than a majority of the outstanding shares of capital stock of the Corporation entitled to vote at the proposed meeting, upon written request delivered to the Secretary of the Corporation specifying the purpose or purposes of the proposed meeting. Business transacted at any special meeting of stockholders shall be limited to the purpose or purposes stated in the notice of such meeting.
Section 2.3 — Notice of Meetings
Written notice of each meeting of stockholders, stating the place (if any), date, time, the means of remote communication (if any) by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and the purpose or purposes for which the meeting is called, shall be given to each stockholder of record entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting. Notice may be given by personal delivery, by depositing such notice in the United States mail, postage prepaid, directed to the stockholder at such stockholder's address as it appears on the records of the Corporation, or by electronic transmission in accordance with Section 232 of the DGCL. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid. If given by electronic transmission, such notice shall be deemed to be given at the time specified in Section 232 of the DGCL. Notice of any adjourned meeting need not be given if the time, place (if any), and means of remote communication (if any) thereof are announced at the meeting at which the adjournment is taken, unless the adjournment is for more than thirty (30) days or a new record date is fixed for the adjourned meeting.
Section 2.4 — Quorum
The holders of a majority of the shares of capital stock issued and outstanding and entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business. If a quorum is not present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, may adjourn the meeting from time to time to a later date without further notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted that might have been transacted at the meeting as originally noticed. The stockholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.
Section 2.5 — Voting
Each stockholder shall be entitled to one (1) vote for each share of capital stock held of record by such stockholder on the record date for the meeting, except as otherwise provided by the Certificate of Incorporation or the DGCL with respect to any class or series of stock. Except as otherwise provided by the Certificate of Incorporation, the DGCL, or these Bylaws, the affirmative vote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders. In the election of directors, the candidates receiving the greatest number of votes cast shall be elected, subject to any provisions of the Certificate of Incorporation providing otherwise.
Section 2.6 — Action Without a Meeting
Any action required or permitted to be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing (including by electronic transmission, as permitted by Section 228 of the DGCL), setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of any corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that written consents signed by a sufficient number of stockholders to take the action were delivered to the Corporation. Each written consent shall bear the date of signature of each stockholder who signs the consent, and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered to the Corporation, written consents signed by a sufficient number of stockholders to take such action are delivered to the Corporation.
Section 2.7 — Proxies
Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy. Such authorization may be accomplished by (a) a writing executed by the stockholder or by such stockholder's authorized agent, or (b) a transmission permitted by Section 212 of the DGCL. No proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A proxy shall be revocable unless it states that it is irrevocable and is coupled with an interest sufficient in law to support an irrevocable power.
Section 2.8 — Record Date
The Board of Directors may fix, in advance, a record date for the determination of stockholders entitled to notice of or to vote at any meeting of stockholders, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution, or to exercise any rights in respect of any change, conversion, or exchange of stock, or for the purpose of any other lawful action. Such record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and (a) in the case of a meeting, shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, and (b) in the case of any other action, shall not be more than sixty (60) days prior to such other action. If no record date is fixed by the Board, the record date shall be determined in accordance with Section 213 of the DGCL.
Section 2.9 — Stock Ledger
The Corporation shall maintain a stock ledger, which may be maintained in any form permitted by Section 224 of the DGCL, containing the names and addresses of all stockholders of the Corporation and the number, class, and series (if applicable) of shares of capital stock held by each stockholder. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the list of stockholders required by Section 219 of the DGCL or to vote in person or by proxy at any meeting of stockholders. The officer or agent having charge of the stock ledger shall prepare and make available, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting (provided, however, that if the record date for determining the stockholders entitled to vote is less than ten (10) days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth (10th) day before the meeting date), arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder for any purpose germane to the meeting for a period of at least ten (10) days prior to the meeting in the manner provided by law.
ARTICLE III — BOARD OF DIRECTORS
Section 3.1 — General Powers
The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as otherwise provided by the DGCL or the Certificate of Incorporation. In the exercise of such authority, the Board of Directors shall have full power and authority to take all actions on behalf of the Corporation that are not by statute, the Certificate of Incorporation, or these Bylaws required to be exercised or done by the stockholders.
Given the Corporation's single-purpose nature as a blocker entity, the Board's primary responsibilities shall include, without limitation:
(a) overseeing and monitoring the Corporation's investment in the Fund, the Parallel Fund, or any successor fund entity managed by Harrowgate Capital;
(b) authorizing the funding of capital contributions by the Corporation to the Fund Entities in accordance with capital call notices received from the general partner of the Fund Entities;
(c) overseeing tax reporting and compliance with respect to the Corporation, including the timely filing of all federal, state, and local income tax returns and the payment of all taxes due and payable by the Corporation;
(d) approving the Corporation's annual budget and expenses, including management fees, administrative expenses, professional fees, and other costs associated with the operation and maintenance of the Corporation; and
(e) authorizing the declaration and payment of dividends or other distributions to the Corporation's stockholders from proceeds received from the Fund Entities, net of the Corporation's tax obligations and operating expenses.
Section 3.2 — Number, Election, and Term
The number of directors constituting the entire Board of Directors shall be not less than one (1) and not more than three (3), as determined from time to time by resolution adopted by the Board of Directors or the stockholders. The initial Board of Directors shall consist of such person or persons as shall be designated in the Certificate of Incorporation or appointed by the incorporator in accordance with the DGCL.
Directors shall be elected at each annual meeting of stockholders and shall hold office until their respective successors are duly elected and qualified, or until their earlier death, resignation, removal, or disqualification. It is anticipated that Harrowgate Capital Partners LLC, as the entity controlling the stockholders of the Corporation, will designate the directors of the Corporation. The initial directors are expected to include officers or principals of Harrowgate Capital, including, but not limited to, such persons as the Sponsor may determine from time to time. No decrease in the number of directors shall shorten the term of any incumbent director.
Section 3.3 — Vacancies
Any vacancy on the Board of Directors, whether resulting from death, resignation, removal, disqualification, an increase in the authorized number of directors, or any other cause, may be filled by the affirmative vote of a majority of the remaining directors then in office, even if such remaining directors constitute less than a quorum of the Board, or by the sole remaining director. If there are no directors in office, any vacancy may be filled by the stockholders. A director elected to fill a vacancy shall hold office until the next annual meeting of stockholders and until such director's successor shall have been duly elected and qualified, or until such director's earlier death, resignation, removal, or disqualification.
Section 3.4 — Resignation and Removal
Any director may resign at any time by giving written notice of such resignation to the Board of Directors, the Chairperson of the Board (if any), the President, or the Secretary. Such resignation shall take effect at the time specified therein or, if no time is specified, upon receipt thereof by the person or body to whom it is addressed. Unless otherwise specified in the notice, acceptance of such resignation shall not be necessary to make it effective.
Any director, or the entire Board of Directors, may be removed, with or without cause, by the holders of a majority of the shares of capital stock of the Corporation then entitled to vote at an election of directors, at a meeting of stockholders called for that purpose or by written consent in accordance with Section 2.6 of these Bylaws.
Section 3.5 — Regular Meetings
Regular meetings of the Board of Directors may be held at such times and at such places, within or without the State of Delaware, as the Board may from time to time determine by resolution or as shall be specified in a notice of meeting. A regular meeting of the Board of Directors may be held without notice immediately after, and at the same place as, the annual meeting of stockholders. No notice shall be required for any regular meeting of the Board of Directors for which the date, time, and place have been fixed by resolution of the Board.
Section 3.6 — Special Meetings
Special meetings of the Board of Directors may be called at any time by the Chairperson of the Board (if one has been designated), the President, or any director. Notice of the time and place of each special meeting of the Board shall be given to each director at least twenty-four (24) hours before the meeting (or such shorter period as may be reasonable under the circumstances), by any usual means of communication, including personal delivery, telephone, facsimile, electronic mail, or other electronic transmission. The notice need not specify the business to be transacted at, or the purpose of, any special meeting of the Board.
Section 3.7 — Quorum and Voting
A majority of the total number of directors then in office (but in no event less than one-third (1/3) of the total number of directors fixed pursuant to Section 3.2 of these Bylaws) shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the DGCL, the Certificate of Incorporation, or these Bylaws require a greater number for any particular action. If a quorum is not present at any meeting of the Board, a majority of the directors present at such meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
Section 3.8 — Action Without a Meeting
Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or such committee, as the case may be, consent thereto in writing or by electronic transmission in accordance with Section 141(f) of the DGCL. Such consent or consents shall have the same force and effect as a unanimous vote of the Board or committee at a duly held meeting and shall be filed with the minutes of proceedings of the Board or committee, as the case may be.
Section 3.9 — Telephonic and Electronic Meetings
Members of the Board of Directors, or any committee designated by the Board, may participate in a meeting of the Board or such committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 3.9 shall constitute presence in person at such meeting. Any action taken at a meeting conducted in accordance with this Section shall be deemed to have been taken at a meeting held at the place (if any) where one or more of the directors participated, as designated in the notice of the meeting.
Section 3.10 — Committees
The Board of Directors may, by resolution passed by a majority of the entire Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, subject to the limitations set forth in Section 141(c)(2) of the DGCL. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.
Given the single-purpose nature of the Corporation, it is not anticipated that standing committees will be required. However, the Board retains the authority to establish committees from time to time as circumstances may warrant.
Section 3.11 — Compensation of Directors
Directors shall not receive compensation for their services as directors unless otherwise determined by resolution of the Board of Directors. Nothing herein contained shall be construed to preclude any director from serving the Corporation, Harrowgate Capital, or the Fund Entities in any other capacity and receiving compensation therefor. Directors shall be entitled to reimbursement for reasonable out-of-pocket expenses incurred in connection with attendance at meetings of the Board and any committee thereof, upon presentation of appropriate documentation.
ARTICLE IV — OFFICERS
Section 4.1 — Officers Generally
The officers of the Corporation shall consist of a President, a Secretary, and a Treasurer, each of whom shall be elected by the Board of Directors. The Board of Directors may also appoint a Chairperson of the Board, one or more Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers and assistant officers as the Board may from time to time deem necessary or desirable for the conduct of the Corporation's business. Any two (2) or more offices may be held by the same person. Officers need not be directors or stockholders of the Corporation.
Section 4.2 — Election and Term of Office
Officers shall be elected by the Board of Directors at its first meeting following the annual meeting of stockholders, or at such other time as the Board of Directors shall determine. Each officer shall hold office until a successor is duly elected and qualified, or until such officer's earlier death, resignation, removal, or disqualification. A failure to elect officers shall not dissolve or otherwise affect the Corporation. It is anticipated that the initial officers of the Corporation will be designated from among the principals or employees of Harrowgate Capital Partners LLC, including, without limitation:
(a) Jonathan P. Birch, Partner, Head of Operations & Chief Financial Officer of Harrowgate Capital Partners LLC; and
(b) Catherine E. Loomis, General Counsel & Chief Compliance Officer of Harrowgate Capital Partners LLC.
The foregoing designations are subject to confirmation by the Board of Directors and do not create any obligation to appoint or retain any specific individual as an officer of the Corporation.
Section 4.3 — President
The President shall be the chief executive officer of the Corporation, unless the Board of Directors shall have designated a separate Chief Executive Officer. The President shall have general supervision and control of the business and affairs of the Corporation, subject to the overall direction and oversight of the Board of Directors, and shall see that all orders and resolutions of the Board are carried into effect. The President shall preside at all meetings of stockholders and, in the absence of a Chairperson of the Board, at all meetings of the Board of Directors. The President shall have the power to execute bonds, mortgages, contracts, deeds, leases, and all other instruments and documents on behalf of the Corporation, except where the signing and execution thereof shall be expressly delegated by the Board to some other officer or agent of the Corporation or shall be required by law to be otherwise signed or executed. The President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
Section 4.4 — Secretary
The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and shall record or cause to be recorded the proceedings thereof in a minute book to be kept for that purpose. The Secretary shall give, or cause to be given, all notices required to be given by these Bylaws, the Certificate of Incorporation, or by law. The Secretary shall be the custodian of the corporate seal of the Corporation (if any) and of the stock ledger and stock transfer books of the Corporation. The Secretary shall have authority to affix the corporate seal (if any) to any instrument requiring it, and when so affixed, it may be attested by the Secretary's signature. The Secretary shall perform all duties incident to the office of Secretary and such other duties as may be assigned to the Secretary by the President or the Board of Directors from time to time.
Section 4.5 — Treasurer
The Treasurer shall have charge and custody of, and be responsible for, all funds and securities of the Corporation. The Treasurer shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit, or cause to be deposited, all moneys and other valuable effects in the name and to the credit of the Corporation in such banks, trust companies, or other depositories as shall be designated from time to time by the Board of Directors. The Treasurer shall disburse, or cause to be disbursed, the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements. The Treasurer shall render to the President and the Board of Directors, upon request, an account of the financial condition of the Corporation and of all transactions of the Treasurer.
Given the Corporation's role as a single-purpose blocker entity, the Treasurer's principal responsibilities shall include, without limitation:
(a) overseeing and coordinating the Corporation's tax obligations, including the timely preparation and filing of all federal and state corporate income tax returns (including IRS Form 1120 and applicable state equivalents) reflecting the Corporation's allocable share of income, gain, loss, deduction, and credit from the Fund Entities;
(b) managing capital flows between the Corporation and HPE Fund V LP or Harrowgate Fund V Parallel LP, including the funding of capital contributions in response to capital call notices from the general partner of the Fund Entities and the receipt and processing of distributions from the Fund Entities;
(c) coordinating with the Fund's tax advisors and the Corporation's tax return preparer with respect to all tax-related matters affecting the Corporation and its stockholders;
(d) maintaining appropriate reserves for the payment of estimated and final income tax liabilities of the Corporation; and
(e) preparing or causing to be prepared such financial statements and reports as may be required by the Board of Directors or the stockholders of the Corporation.
The Treasurer shall perform all duties incident to the office of Treasurer and such other duties as may be assigned to the Treasurer by the President or the Board of Directors from time to time.
Section 4.6 — Vice Presidents
Each Vice President, if any, shall perform such duties and possess such powers as the Board of Directors or the President may from time to time prescribe. In the event of the absence, inability, or refusal to act of the President, the Vice President (or, if there shall be more than one, the Vice Presidents in the order designated by the Board of Directors, or in the absence of any such designation, then in the order of their election) shall perform the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President.
Section 4.7 — Removal of Officers
Any officer of the Corporation may be removed by the Board of Directors at any time, with or without cause, by the affirmative vote of a majority of the entire Board. Such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.
Section 4.8 — Resignation of Officers
Any officer may resign at any time by giving written notice of such resignation to the Board of Directors, the President, or the Secretary. Such resignation shall take effect at the time specified therein or, if no time is specified, upon receipt thereof. Unless otherwise specified in the notice of resignation, the acceptance of such resignation shall not be necessary to make it effective.
Section 4.9 — Vacancies
A vacancy in any office, whether resulting from death, resignation, removal, disqualification, or any other cause, may be filled by the Board of Directors for the unexpired portion of the term of such office.
ARTICLE V — CAPITAL STOCK
Section 5.1 — Authorized Shares
The number and classes of shares of capital stock that the Corporation is authorized to issue shall be as set forth in the Certificate of Incorporation. As a single-purpose blocker entity, the authorized capital of the Corporation will be structured to accommodate equity investments from Tax-Exempt Investors that are limited partners (or prospective limited partners) of the Fund, including, without limitation, such entities as The Kingsbridge Endowment Fund, located at 88 University Drive, Kingsbridge, Massachusetts 02140, and other qualified Tax-Exempt Investors that elect to invest through the Corporation in order to mitigate UBTI exposure.
Section 5.2 — Stock Certificates; Uncertificated Shares
Shares of capital stock of the Corporation may be represented by certificates or may be uncertificated, as the Board of Directors may determine from time to time by resolution. If shares are represented by certificates, each certificate shall be in such form as the Board of Directors shall prescribe and shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary or the Treasurer of the Corporation. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent, or registrar at the date of issue.
The Board of Directors may authorize the issuance of some or all of the shares of any or all classes or series of capital stock without certificates. Within a reasonable time after the issuance or transfer of uncertificated shares, the Corporation shall send to the registered owner thereof a written statement of the information required by Section 158 of the DGCL, including, without limitation, the name of the Corporation, that the Corporation is organized under the laws of the State of Delaware, the name of the stockholder, the number and class (and the designation of the series, if any) of the shares represented, and any restrictions on the transfer or registration of such shares imposed by the Certificate of Incorporation, these Bylaws, any agreement among stockholders, or any agreement between the stockholder and the Corporation.
Section 5.3 — Transfers of Stock
Transfers of shares of capital stock of the Corporation shall be made only on the stock ledger of the Corporation upon surrender of the certificate therefor (if the shares are certificated), properly endorsed or accompanied by a duly executed stock power or other proper evidence of authority to transfer, or, in the case of uncertificated shares, upon receipt of proper transfer instructions from the registered holder of the shares or from a duly authorized attorney-in-fact, and in each case upon compliance with such other conditions as may be required by law, the Certificate of Incorporation, these Bylaws, or any stockholders' agreement or other agreement binding upon the Corporation or its stockholders. No transfer of shares shall be effective until recorded on the stock ledger of the Corporation.
All transfers of shares are subject to any restrictions on transfer set forth in the Certificate of Incorporation, these Bylaws, or any stockholders' agreement or other agreement to which the Corporation or the transferring stockholder is a party or by which such shares are bound.
Section 5.4 — Restriction on Transfer
The shares of capital stock of the Corporation may not be sold, assigned, transferred, pledged, hypothecated, encumbered, or otherwise disposed of (each, a "Transfer"), in whole or in part, without the prior written consent of the Board of Directors, which consent may be granted or withheld in the sole and absolute discretion of the Board.
This restriction on Transfer reflects the single-purpose nature of the Corporation and the need to ensure that (a) all stockholders of the Corporation are "qualified purchasers" within the meaning of Section 2(a)(51) of the Investment Company Act of 1940, as amended, (b) all stockholders are otherwise eligible to participate in the Fund structure in accordance with the terms of the limited partnership agreement of the Fund and applicable securities laws, (c) no Transfer would result in a violation of the Securities Act of 1933, as amended, or any applicable state securities laws, and (d) no Transfer would adversely affect the Corporation's status or tax treatment as contemplated by these Bylaws and the Certificate of Incorporation.
Any purported Transfer of shares made in violation of this Section 5.4 shall be void and of no force or effect, and the Corporation shall not register any such purported Transfer on its stock ledger or recognize the purported transferee as a stockholder for any purpose.
Section 5.5 — Lost, Stolen, or Destroyed Certificates
The Corporation may issue a new certificate of stock or uncertificated shares in place of any certificate theretofore issued by the Corporation that is alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, stolen, or destroyed, and upon such terms and conditions as the Board of Directors may prescribe, including, without limitation, requiring the owner of such lost, stolen, or destroyed certificate, or such owner's legal representative, to give the Corporation a bond or other indemnity sufficient to indemnify the Corporation against any claim that may be made against it on account of the alleged loss, theft, or destruction of such certificate or the issuance of such new certificate or uncertificated shares.
Section 5.6 — Record Holders
The Corporation shall be entitled to recognize the exclusive right of a person registered on its stock ledger as the owner of shares to receive dividends and other distributions and to vote as such owner, and the Corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not the Corporation shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.
ARTICLE VI — INDEMNIFICATION AND ADVANCEMENT OF EXPENSES
Section 6.1 — Right to Indemnification
The Corporation shall indemnify, to the fullest extent permitted by the DGCL as it now exists or as it may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), any person (an "Indemnitee") who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a "Proceeding"), by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, including, without limitation, Harrowgate Private Equity Fund V LP, Harrowgate Fund V Parallel LP, Harrowgate Capital Partners LLC, or any other entity affiliated with the Sponsor or the Fund Entities. The Corporation's obligation to indemnify an Indemnitee shall include the obligation to indemnify such Indemnitee against expenses (including attorneys' fees), judgments, fines, penalties, and amounts paid in settlement actually and reasonably incurred by such Indemnitee in connection with such Proceeding, to the fullest extent permitted by applicable law.
Notwithstanding the foregoing, the Corporation shall not be obligated to indemnify any person in connection with any Proceeding initiated by such person (other than a Proceeding to enforce such person's right to indemnification under this Article VI) unless the initiation of such Proceeding was authorized by the Board of Directors.
Section 6.2 — Advancement of Expenses
The Corporation shall advance expenses (including attorneys' fees) incurred by an Indemnitee in defending any Proceeding in advance of its final disposition, upon receipt of an undertaking by or on behalf of such Indemnitee to repay such amounts if it shall ultimately be determined by final judicial decision from which there is no further right of appeal that such Indemnitee is not entitled to be indemnified for such expenses under this Article VI or otherwise. The Corporation's obligation to advance expenses under this Section 6.2 shall include the obligation to advance expenses incurred in connection with any Proceeding by or in the right of the Corporation to procure a judgment in its favor. Such advances shall be made without regard to the Indemnitee's ability to repay such advances.
Section 6.3 — Non-Exclusivity
The rights to indemnification and advancement of expenses conferred by this Article VI shall not be exclusive of any other rights to which any person seeking indemnification or advancement of expenses may be entitled under the Certificate of Incorporation, any agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office. The Corporation is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees, or agents respecting indemnification and advancement of expenses to the fullest extent permitted by the DGCL.
Section 6.4 — Insurance
The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of the DGCL. The Board of Directors may, in its discretion, cause the Corporation to be included as an insured under any directors' and officers' liability insurance policy maintained by Harrowgate Capital Partners LLC or any of its affiliates, to the extent such inclusion is available and consistent with the terms of such policy.
Section 6.5 — Survival
The rights to indemnification and advancement of expenses conferred by this Article VI shall survive the repeal or modification of this Article VI and shall inure to the benefit of any Indemnitee who has ceased to be a director or officer of the Corporation and shall inure to the benefit of such person's heirs, executors, administrators, and personal representatives. Any repeal or modification of this Article VI shall not adversely affect any right or protection of an Indemnitee with respect to any act or omission occurring prior to the time of such repeal or modification.
ARTICLE VII — MISCELLANEOUS PROVISIONS
Section 7.1 — Dividends and Distributions
The Board of Directors may declare and pay dividends or make other distributions upon the outstanding shares of capital stock of the Corporation out of funds legally available therefor, as determined in accordance with the DGCL, in such manner and upon such terms and at such times as the Board may determine. Given the Corporation's role as a single-purpose blocker entity, dividends and distributions will primarily consist of proceeds received by the Corporation from its investment in HPE Fund V LP or Harrowgate Fund V Parallel LP, net of the Corporation's income tax obligations, operating expenses, and any reserves established by the Board. The Board shall endeavor to distribute available proceeds to stockholders in a timely manner following receipt thereof from the Fund Entities, subject to the foregoing.
Section 7.2 — Checks, Drafts, and Notes
All checks, drafts, or other orders for the payment of money, and all notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, or agent or agents, of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such resolution, such instruments shall be signed by the Treasurer and countersigned by the President or a Vice President.
Section 7.3 — Contracts and Instruments
The Board of Directors may authorize any officer or officers, or any agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. Unless so authorized by the Board of Directors, or as otherwise expressly permitted by these Bylaws, no officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable pecuniarily for any purpose or for any amount.
Section 7.4 — Corporate Seal
The Corporation may, but shall not be required to, have a corporate seal. If the Board of Directors adopts a corporate seal, it shall be in such form as shall be approved from time to time by the Board. The corporate seal, if any, may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.
Section 7.5 — Books and Records
The Corporation shall keep correct and complete books and records of account, minutes of the proceedings of its stockholders and Board of Directors (and any committees thereof), and a stock ledger giving the names and addresses of all stockholders and the number and class of shares held by each. Such books and records may be kept at the principal office of the Corporation or at such other place or places as the Board of Directors may from time to time designate.
The Corporation's books and records shall be open to inspection by stockholders of the Corporation to the extent required by Section 220 of the DGCL, subject to the provisions of Section 220 regarding proper purpose and the procedures set forth therein.
The independent auditor for the Fund, Caldwell, Fitch & Hartley LLP, located at 30 Rockefeller Plaza, Suite 4500, New York, New York 10112 (audit partner: Robert A. Fonseca), is expected to audit the Corporation's financial statements as part of the Fund's overall audit process. The Board of Directors may engage such auditor, or such other independent auditor as the Board may select, to audit the Corporation's financial statements on an annual or other periodic basis, as the Board deems appropriate.
Section 7.6 — Tax Matters
The Corporation shall timely prepare and file, or cause to be prepared and filed, all required federal, state, and local tax returns, including, without limitation, its federal corporate income tax return (IRS Form 1120) and any applicable state and local income or franchise tax returns. As a C corporation for federal income tax purposes, the Corporation will be subject to corporate income tax at applicable rates on its allocable share of taxable income from HPE Fund V LP or Harrowgate Fund V Parallel LP. This structure is specifically intended to block UBTI that would otherwise flow through to the Corporation's Tax-Exempt Investors, so that distributions from the Corporation to such stockholders are treated as dividends (to the extent of the Corporation's earnings and profits) or return of capital (to the extent in excess thereof), rather than as UBTI.
The Treasurer, or such other officer as may be designated by the Board of Directors, shall be responsible for coordinating with the Fund's tax advisors and the Corporation's tax return preparer to ensure the accurate and timely filing of all tax returns, the payment of all taxes when due, and the proper maintenance of tax records and supporting documentation. The Corporation shall make estimated tax payments as required by applicable law and shall maintain such reserves as the Board of Directors or the Treasurer may determine to be necessary or advisable to satisfy anticipated tax liabilities.
Section 7.7 — Notices
Unless otherwise provided by these Bylaws, the Certificate of Incorporation, or the DGCL, all notices required or permitted to be given under these Bylaws shall be in writing and shall be deemed to have been duly given (a) when personally delivered to the person entitled thereto, (b) when sent by facsimile or electronic transmission (including electronic mail) to the facsimile number or electronic address, as applicable, of the person entitled thereto as shown on the records of the Corporation, or (c) when deposited in the United States mail, postage prepaid, addressed to the last known address of the person entitled thereto as shown on the records of the Corporation. Any notice given by mail shall be deemed given on the date of deposit in the United States mail, and any notice given by electronic transmission shall be deemed given at the time specified in Section 232 of the DGCL.
Section 7.8 — Waiver of Notice
Whenever any notice is required to be given to any stockholder, director, or officer under the provisions of these Bylaws, the Certificate of Incorporation, or the DGCL, a waiver thereof in writing or by electronic transmission, signed by the person or persons entitled to such notice, whether given before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except where the person attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.
Section 7.9 — Governing Law
These Bylaws and the internal affairs of the Corporation shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice 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. This governing law provision is intended to be consistent with the governing law provisions applicable to the Fund's Agreement of Limited Partnership, which similarly provides for the application of Delaware law and designates the Delaware Court of Chancery (or, if the Court of Chancery does not have subject-matter jurisdiction, the Superior Court of the State of Delaware, New Castle County) as the exclusive forum for disputes arising thereunder.
Section 7.10 — Forum Selection
Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have subject-matter jurisdiction, the Superior Court of the State of Delaware, or, if neither the Court of Chancery nor the Superior Court has subject-matter jurisdiction, the United States District Court for the District of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for:
(a) any derivative action or proceeding brought on behalf of the Corporation;
(b) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, or other employee of the Corporation to the Corporation or to the stockholders of the Corporation;
(c) any action asserting a claim arising pursuant to any provision of the DGCL, the Certificate of Incorporation, or these Bylaws (as each may be amended from time to time); or
(d) any action asserting a claim governed by the internal affairs doctrine.
Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Section 7.10.
ARTICLE VIII — AMENDMENTS
Section 8.1 — Amendment by Board of Directors
Subject to the Certificate of Incorporation and the rights of the stockholders as set forth in Section 8.2, these Bylaws may be altered, amended, or repealed, or new bylaws may be adopted, by the Board of Directors at any regular or special meeting of the Board by the affirmative vote of a majority of the directors then in office. Any bylaws adopted by the Board of Directors may be altered, amended, or repealed, and new bylaws adopted, by the stockholders in accordance with Section 8.2.
Section 8.2 — Amendment by Stockholders
These Bylaws may be altered, amended, or repealed, or new bylaws may be adopted, by the stockholders of the Corporation at any annual or special meeting of stockholders by the affirmative vote of the holders of a majority of the outstanding shares of capital stock of the Corporation entitled to vote thereon, provided that notice of the proposed alteration, amendment, repeal, or adoption of new bylaws is contained in the notice of such meeting. The stockholders may also alter, amend, or repeal these Bylaws, or adopt new bylaws, by written consent in accordance with Section 2.6 of these Bylaws.
ARTICLE IX — ADOPTION AND EFFECTIVE DATE
Section 9.1 — Adoption
These Bylaws were adopted by the incorporator of the Corporation effective as of the date of filing of the Certificate of Incorporation of HGF V blocker Corp. with the Secretary of State of the State of Delaware (the "Date of Incorporation"). These Bylaws shall remain in full force and effect unless and until altered, amended, or repealed in accordance with Article VIII hereof.
Section 9.2 — Incorporator Certification
The undersigned, being the incorporator of HGF V blocker Corp., hereby certifies that the foregoing Bylaws, consisting of Articles I through IX, were duly adopted as the Bylaws of the Corporation effective as of the Date of Incorporation. The undersigned executes this certification in his capacity as incorporator and as counsel to Harrowgate Capital Partners LLC in connection with the formation of HGF V blocker Corp. as part of the fund formation of Harrowgate Private Equity Fund V LP (Calderwood & Harkness LLP Matter No. 1003-00002).
INCORPORATOR:
By: ________
Name: Stephen Adler
Title: Partner, Calderwood & Harkness LLP
Address: 400 South Ashbury Asset Advisors, Suite 3000
Wilmington, Delaware 19801
Date: ________
(Date of Incorporation)
Calderwood & Harkness LLP — Counsel to Harrowgate Capital Partners LLC C&H Matter No. 1003-00002 CONFIDENTIAL — FOR USE IN CONNECTION WITH THE FORMATION OF HARROWGATE PRIVATE EQUITY FUND V LP

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HGF V BLOCKER CORP.

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