Contract analysis

Section 1: Introduction and Authority Harrowgate Fund V GP LLC, a Delaware limited liability company, the sole member of which is Harrowgate Capital Partners LLC, a Delaware limited liability company (the "Sponsor"), acting in its capacity as the General Partner of the Fund, hereby delivers this Capital Call Notice to each Limited Partner of the Fund pursuant to Section ● of the Partnership Agreement. Pursuant to the

Section 2: Capital Call Amount and Allocation 2.1 Aggregate Capital Call Amount The aggregate amount of Capital Contributions being called pursuant to this Notice is $● (the "Capital Call Amount"). Each Limited Partner's share of the Capital Call Amount has been calculated based on such Limited Partner's pro rata percentage of the aggregate Capital Commitments of all Limited Partners (and the General Partner, with re

Section 3: Purpose of Capital Call The Capital Contributions called pursuant to this Notice shall be applied by the General Partner for the following purposes, in the amounts indicated below. The General Partner has checked each applicable category and set forth the corresponding allocation. 3.1 Portfolio Investment Applicable / Not Applicable Description: Funding of an investment in ● (the "Portfolio Company" or "In

Section 4: Funding Date and Deadline The date on which Capital Contributions must be received by the General Partner in respect of this Capital Call (the "Funding Date") is: ●, 20● The Funding Date is the tenth (10th) Business Day following the date of this Capital Call Notice, as determined in accordance with Section ● of the Partnership Agreement. Each Limited Partner must ensure that its Capital Contribution, in t

Section 5: Wire Transfer Instructions All Capital Contributions shall be made by wire transfer of immediately available funds in United States Dollars to the following account: Each Limited Partner must include its full legal name and the Capital Call Notice number (as set forth on the first page of this Notice) in the wire reference field of its wire transfer instructions. Failure to include proper reference informa

Section 6: Default Provisions 6.1 Consequences of Failure to Fund Any Limited Partner that fails to fund all or any portion of its Capital Contribution by 5:00 p.m. (Eastern Time) on the Funding Date (a "Defaulting Limited Partner") shall be in default under the Partnership Agreement and shall be subject to the default provisions set forth in Section ● of the Partnership Agreement (the "Default Provisions"). The Defa

Section 7: Subscription Credit Facility Borrowings Disclosure Applicable / Not Applicable The General Partner hereby discloses that, as of the date of this Notice, the Fund has drawn upon, or intends to draw upon, the Fund's revolving subscription credit facility with Ashford National Bank, N.A. in connection with one or more of the purposes described in Section 3 of this Notice. A portion of the Capital Call Amount

Section 8: General Partner Contribution The General Partner (acting through and funded by Harrowgate Capital Partners LLC, the Sponsor) shall fund its pro rata share of this Capital Call in accordance with its GP Commitment. The GP Commitment is equal to 2.5% of aggregate Capital Commitments of the Fund, which at the Fund's $2,000,000,000 hard cap equals $50,000,000. The General Partner's Capital Contribution under t

Section 9: Tax Withholding The General Partner hereby reserves the right, without further notice to any Limited Partner, to withhold from any distributions payable to any Limited Partner, or to require additional Capital Contributions from any Limited Partner, to the extent necessary to satisfy any applicable tax withholding obligations of the Fund or the General Partner, including but not limited to withholding unde

Section 10: Miscellaneous 10.1 Notice Delivery This Capital Call Notice is being delivered in accordance with Section ● (Notices) of the Partnership Agreement to each Limited Partner at the address, facsimile number, or electronic mail address set forth in such Limited Partner's Subscription Agreement or as subsequently updated in writing by such Limited Partner to the General Partner and the Fund Administrator. Deli

1. Reference Field: You must include your full legal name (as it appears in your Subscription Agreement) and the Capital Call Notice number in the wire reference / remarks field. Failure to include this information may delay the posting of your Capital Contribution.

2. Currency: All wire transfers must be denominated in United States Dollars (USD).

3. Funding Deadline: Capital Contributions must be received in the account specified above in immediately available funds no later than 5:00 p.m. (Eastern Time) on ●, 20●.

4. Wire Confirmation: Please send written confirmation of your wire transfer (including wire reference number, amount, and date initiated) to both of the following recipients on the same Business Day the wire is initiated: (a) Fund Administrator: Pinnacle Fund Services LLC Attn: David L. Prentiss, Client Relationship Director Email: dprentiss@pinnaclefundservices.com Telephone: (617) ● (b) General Partner: Harrowgate