GLDUS137 Forrestal Capital LLC Execution Version Proprietary and Confidential AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF GLENDOWER ACCESS SECONDARY OPPORTUNITIES IV

GLDUS137 Forrestal Capital LLC Proprietary and Confidential 14.6.5 Tax Reporting Consistency. 43 14.7 General Provisions. 43 14.7.1 Power of Attorney. 43 14.7.2 Executio

GLDUS137 Forrestal Capital LLC Proprietary and Confidential effective as of the Initial Closing Date, and, unless waived by the Investment Manager, shall include interest accrue

GLDUS137 Forrestal Capital LLC Proprietary and Confidential 63.2 Default. (a) Except as otherwise provided in this Agreement (including in 11.1.8 and 14.7.11), if any Limited

GLDUS137 Forrestal Capital LLC Proprietary and Confidential distribution that such Limited Partner is required to return to the Partnership pursuant to the Delaware Act; and (c)

GLDUS137 Forrestal Capital LLC Proprietary and Confidential Glendower Access Secondary Opportunities IV (U.S.), L.P. Amended and Restated Limited Partnership Agreement AMENDED

GLDUS137 Forrestal Capital LLC Proprietary and Confidential (15) Except to the extent not permitted by the Delaware Act, limit or eliminate such Defaulting Partner's ability to

GLDUS137 Forrestal Capital LLC Proprietary and Confidential attorney), together with the General Partner, a counterpart signature page to this Agreement providing for such admis

GLDUS137 Forrestal Capital LLC Proprietary and Confidential behalf of the Partnership, or to determine any fact or circumstance bearing upon the existence of the authority of th

GLDUS137 Forrestal Capital LLC Proprietary and Confidential 2.2 NAME; OFFICES. The name of the Partnership is "Glendower Access Secondary Opportunities IV (U.S.), L.P.' The Pa

GLDUS137 Forrestal Capital LLC Proprietary and Confidential Subscriptions (or portions thereof) that are not correspondingly invested in the Underlying Fund; (3) the amount of

GLDUS137 Forrestal Capital LLC Proprietary and Confidential The General Partner may, but shall not be obligated to, take such actions as it deems necessary and appropriate to mi

GLDUS137 Forrestal Capital LLC Proprietary and Confidential To the extent any tax information or return is required to be prepared by the General Partner or the Partnership beca

GLDUS137 Forrestal Capital LLC Proprietary and Confidential Limited Partners and facilitate the process for Limited Partners to sell all or any portion of their Interests; reaso

GLDUS137 Forrestal Capital LLC Proprietary and Confidential ARTICLE 9 - DURATION OF THE PARTNERSHIP 9.1 TERM OF PARTNERSHIP. The term of the Partnership shall continue until t

GLDUS137 Forrestal Capital LLC Proprietary and Confidential 63.3 Bifurcated Default. If the Partnership fails to contribute all or any portion of any capital call amount set fo

GLDUS137 Forrestal Capital LLC Proprietary and Confidential ARTICLE 13 - AMENDMENTS, VOTING AND CONSENTS 13.1 AMENDMENTS. 13.1.1 Consent of Partners. Except as otherwise prov

GLDUS137 Forrestal Capital LLC Proprietary and Confidential Advisers Act) of any management agreement or other similar agreement, or (ii) any approvals required under the Advise

GLDUS137 Forrestal Capital LLC Proprietary and Confidential Partner, or that the Partnership is required by law or agreement with a third party to keep confidential. 14.1.2 Cer

GLDUS137 Forrestal Capital LLC Proprietary and Confidential 6.3.2 Default 17 6.3.3 Bifurcated Default. 20 6.3.4 Assignment of Partner Contributions. 20 ARTICLE 7 - DISTR