Contract analysis

Section 1 — Notice of Distribution Harrowgate Fund V GP LLC (the "General Partner"), in its capacity as general partner of Harrowgate Private Equity Fund V LP (the "Fund" or the "Partnership"), hereby gives notice, pursuant to Section [] of the Partnership Agreement, that a distribution will be made to the Limited Partners of the Partnership on the date specified below. This Distribution Notice is being delivered to

Section 2 — Aggregate Distribution Amount The total aggregate amount to be distributed to all Partners of the Partnership pursuant to this Distribution Notice is: $[________] The source of this distribution is as follows (each applicable source is indicated): Proceeds from the disposition (in whole or in part) of the Portfolio Investment in [Portfolio Company Name] Dividend, interest, or other current income received

Section 3 — Waterfall Tier Allocation and Characterization The distribution described in this Distribution Notice is allocated among the following tiers of the European-style whole-fund distribution waterfall, as set forth in Section [__] of the Partnership Agreement. The allocation set forth below reflects the cumulative status of all distributions made by the Partnership to date, including the distribution contempl

Section 4 — Individual Limited Partner Allocation Each Limited Partner's individual share of the distribution described in this Distribution Notice is set forth on Schedule A attached hereto. The allocation to each Limited Partner reflects such Partner's pro rata Sharing Percentage (as defined in the Partnership Agreement) and the waterfall allocation described in Section 3 above. Schedule A sets forth, for each Limi

Section 5 — Tax Characterization The tax characterization of this distribution — as between return of capital, ordinary income, short-term capital gain, long-term capital gain, qualified dividend income, or other categories — will be reflected on each Limited Partner's Schedule K-1 (IRS Form 1065) for the applicable fiscal year (calendar year ending December 31). The Partnership's tax returns are prepared by Penrose

Section 6 — Wire Transfer Instructions Distribution payments will be made by wire transfer in immediately available funds, denominated in United States dollars, to the bank account designated by each Limited Partner in its Subscription Agreement (or Investor Questionnaire submitted in connection therewith) or as subsequently updated by such Limited Partner in writing to the General Partner and the Fund Administrator.

Section 7 — Reserves and Holdbacks The General Partner has established reserves in the aggregate amount of $[________] from the gross proceeds otherwise available for distribution to the Partners. Such reserves have been established by the General Partner in its reasonable discretion, in accordance with Section [__] of the Partnership Agreement, for the following purposes (each applicable purpose is indicated): Pendi

Section 8 — Clawback Notice The General Partner notes that all Carried Interest distributions made to date by the Partnership to the General Partner (including any Carried Interest distributions made pursuant to this Distribution Notice, if applicable) remain subject to the clawback obligation set forth in Section [__] of the Partnership Agreement. The clawback obligation requires the General Partner to return to the

Section 9 — Partnership Agreement Governs This Distribution Notice is provided for informational purposes only and is subject in all respects to the terms, conditions, and provisions of the Partnership Agreement. In the event of any conflict or inconsistency between this Distribution Notice and the Partnership Agreement, the terms of the Partnership Agreement shall control and govern in all respects. No provision of

Section 10 — Confidentiality This Distribution Notice, and the information contained herein (including, without limitation, the amounts, allocations, and other financial information set forth on Schedule A and any attachments or exhibits hereto), constitutes confidential and proprietary information of the Partnership and is subject to the confidentiality provisions set forth in Section [__] of the Partnership Agreeme