Contract analysis

I. Executive Summary This memorandum presents our review and analysis of the indicative term sheet received from Ashford National Bank, N.A. ("Ashford") dated May 5, 2025, for a $500,000,000 revolving subscription credit facility (the "Facility") to be made available to Harrowgate Private Equity Fund V LP ("HPE Fund V" or the "Fund"), a Delaware limited partnership to be formed with a target hard cap of $2,000,000,00

II. Summary of Indicative Term Sheet Set forth below is a detailed summary of the material terms contained in the Ashford indicative term sheet dated May 5, 2025. We have organized this summary to track the structure of the term sheet itself, with our commentary and observations integrated where relevant. A. Parties. The indicative term sheet identifies the following parties to the proposed Facility: Borrower: Harrow

I. Conditions Precedent to Closing The term sheet specifies the following conditions precedent to the initial closing of the Facility and the first drawdown thereunder: (a) Execution and delivery of the LPA in final form, including all lender accommodation provisions satisfactory to Ashford; (b) Receipt by Ashford of executed subscription agreements from all LPs participating in the First Close, with a minimum First

III. Parallel Vehicle / Offshore Feeder Structural Considerations The Fund's anticipated structure includes three investment vehicles: (a) Harrowgate Private Equity Fund V LP, the Main Fund (a Delaware limited partnership); (b) Harrowgate Fund V Parallel LP, the Parallel Fund (a Delaware limited partnership); and (c) Harrowgate Fund V Offshore SLP, the Offshore Feeder (a Cayman Islands exempted limited partnership).

IV. LPA Consistency Analysis We have reviewed the draft LPA circulated on May 9, 2025 for consistency with the terms of the indicative term sheet. Set forth below is our analysis of the key areas where the LPA and the Facility terms interact, along with our assessment of whether any inconsistencies exist and our recommendations for resolution. A. Fund-Level Leverage Limit The draft LPA includes an investment restrict

V. Recommended LPA Provisions — Lender Accommodation Language Based on our review of the indicative term sheet and our analysis of the draft LPA, we recommend that the following "lender accommodation" provisions be incorporated into the LPA before the LPA is finalized and distributed to prospective LPs. These provisions are essential to support the Facility and are expected by Ashford as a condition precedent to clos

VI. Interaction with Capital Call Mechanics A. Capital Call Timing The draft LPA provides for a minimum notice period of 10 business days for capital calls. Upon receipt of a capital call notice, each LP has 10 business days to wire its pro rata share of the called amount to the Fund's Capital Call Collection Account at Ridgeway Trust Company. The credit agreement will specify the procedures by which the Fund may dra