Contract analysis

ARTICLE I — SUBSCRIPTION AND COMMITMENT

Section 1.1 — Subscription The Investor hereby irrevocably subscribes for a limited partnership interest (the "Interest") in Harrowgate Private Equity Fund V LP, a Delaware limited partnership, and commits to contribute capital to the Fund in the aggregate amount set forth on the signature page hereto (the "Capital Commitment"). The subscription set forth herein is irrevocable and may not be withdrawn, cancelled, or

Section 1.2 — Capital Contributions The Investor agrees to make capital contributions to the Fund from time to time in accordance with the terms and conditions of the Partnership Agreement, upon not less than ten (10) business days' prior written notice from the General Partner (each such notice, a "Capital Call Notice"). Each Capital Call Notice shall set forth the aggregate amount of capital being called, the Inves

Section 1.3 — Acceptance of Subscription This subscription is subject to acceptance, in whole or in part, by Harrowgate Fund V GP LLC (the "General Partner") in its sole and absolute discretion. The General Partner may reject any subscription for any reason or for no reason whatsoever, and shall have no liability to the Investor or any other person by reason of any such rejection. The General Partner reserves the rig

Section 1.4 — Closings The General Partner anticipates that the initial closing of the Fund (the "First Close") will occur on or about August 15, 2025, subject to the General Partner's right to advance or delay such date in its sole discretion. Following the First Close, the General Partner may hold one or more subsequent closings on a rolling basis, at such times as the General Partner may determine, for a period of

Section 1.5 — Joinder to Partnership Agreement By executing this Subscription Agreement, the Investor hereby agrees to become a party to and be bound by all of the terms, conditions, covenants, restrictions, and provisions of the Agreement of Limited Partnership of Harrowgate Private Equity Fund V LP dated as of [●], 2025, as the same may be amended, supplemented, or restated from time to time in accordance with its

ARTICLE II — REPRESENTATIONS AND WARRANTIES OF THE INVESTOR The Investor hereby makes the following representations and warranties to the Fund and the General Partner as of the date hereof and as of the date of each closing at which the Investor is admitted as a limited partner and as of the date of each capital contribution by the Investor, each of which is material to and relied upon by the Fund and the General Par

Section 2.1 — Organization and Authority The Investor, if an entity, is duly organized or formed, validly existing, and in good standing (or the equivalent thereof) under the laws of its jurisdiction of organization or formation, and has all requisite organizational power and authority to own its properties and to conduct its business as presently conducted. The Investor has full power, authority, and legal capacity

Section 2.2 — No Conflicts The execution, delivery, and performance by the Investor of this Subscription Agreement and the Partnership Agreement, and the consummation of the transactions contemplated hereby and thereby, will not (a) violate, conflict with, result in a breach of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under any charter, bylaws, ce

Section 2.3 — Qualified Purchaser Status The Investor represents and warrants that it is a "qualified purchaser" as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended (the "Investment Company Act"), and the rules promulgated thereunder, including Rule 2a51-1. The basis for the Investor's qualification as a qualified purchaser is set forth in Part III of the Investor Questionnaire attached h

Section 2.4 — Accredited Investor Status The Investor represents and warrants that it is an "accredited investor" as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"). The specific basis for the Investor's qualification as an accredited investor is as indicated by the Investor in Part II of the Investor Questionnaire attached hereto as Exhibit A. Th

Section 2.5 — Investment Intent; Restricted Securities The Investor is acquiring its limited partnership interest in the Fund for its own account (or for accounts over which it exercises sole investment discretion), for investment purposes only, and not with a view to, or for offer or sale in connection with, any distribution, resale, or other disposition thereof, in whole or in part, in violation of the Securities A

Section 2.6 — Sophistication and Due Diligence The Investor, either alone or together with its purchaser representative(s), financial advisor(s), legal counsel, tax advisor(s), and other professional advisors, has such knowledge and experience in financial and business matters, and particularly in investments of the type contemplated by the Fund, that the Investor is capable of evaluating the merits and risks of an i

Section 2.7 — Risk Acknowledgment The Investor acknowledges and understands that an investment in the Fund involves a high degree of risk, including, without limitation, the risks described in the "Risk Factors" section of the Memorandum. Such risks include, but are not limited to: the risk of loss of the Investor's entire Capital Commitment; the illiquid nature of the limited partnership interests; the long-term nat

Section 2.8 — No Reliance on Tax Advice The Investor has consulted, and will continue to consult, its own independent tax advisors regarding the United States federal, state, local, and foreign tax consequences of an investment in the Fund, including, without limitation, the consequences arising from the treatment of the Fund as a partnership for federal income tax purposes, the allocation of income, gain, loss, dedu

Section 2.9 — ERISA Representations The Investor represents and warrants as follows (as more fully set forth in Part V of the Investor Questionnaire attached hereto as Exhibit A): (a) The Investor is NOT a "benefit plan investor" as defined in 29 C.F.R. § 2510.3-101(f)(2), as modified by Section 3(42) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and accordingly the Investor's assets d

Section 2.10 — OFAC, Anti-Money Laundering, and Sanctions The Investor represents and warrants as follows: (a) Neither the Investor, nor any of its direct or indirect beneficial owners, directors, officers, employees, agents, or affiliates, is a person or entity identified on the Specially Designated Nationals and blocked Persons List (the "SDN List") maintained by the U.S. Department of the Treasury's Office of Fore

Section 2.11 — Tax Status The Investor represents and warrants as to its tax status (whether a U.S. person or non-U.S. person, and whether taxable or tax-exempt) as set forth in Part VI of the Investor Questionnaire attached hereto as Exhibit A. The Investor agrees to provide, concurrently with the execution of this Subscription Agreement or prior to the applicable closing date, a properly completed and executed IRS

Section 2.12 — FOIA and Public Records If the Investor is a governmental entity, governmental plan, or other entity that is or may be subject to the Freedom of Information Act (5 U.S.C. § 552) or any analogous state, local, or foreign statute, law, or regulation governing the disclosure of public records ("FOIA"), the Investor has so indicated in Part VII of the Investor Questionnaire attached hereto as Exhibit A. Th

Section 2.13 — No Public Solicitation The Investor represents and warrants that it was not solicited to subscribe for a limited partnership interest in the Fund by any form of general solicitation or general advertising, including, without limitation, any article, notice, advertisement, or other communication published in any newspaper, magazine, website, or similar medium or broadcast over television, radio, or the

Section 2.14 — Placement Agent Acknowledgment The Investor acknowledges that Osprey Capital Markets LLC, a broker-dealer registered with the U.S. Securities and Exchange Commission ("SEC") and a member of the Financial Industry Regulatory Authority ("FINRA"), with its principal offices located at 599 Lexington Avenue, 35th Floor, New York, NY 10022 (the "Placement Agent"), has been engaged by the Sponsor as the exclu

Section 2.15 — No Other Representations The Investor has not been furnished with, and has not relied upon, any oral or written representations, warranties, assurances, or information other than those contained in the Memorandum, the Partnership Agreement, and this Subscription Agreement in connection with the Investor's decision to invest in the Fund. The Investor acknowledges that no person has been authorized by th

Section 2.16 — Continuing Representations The Investor agrees that each of the representations and warranties set forth in this Article II shall be continuing in nature and shall be deemed to be made and repeated on each date on which the Investor makes a capital contribution to the Fund, and at all other times during the Investor's participation in the Fund as a limited partner. The Investor shall be deemed to have

ARTICLE III — REPRESENTATIONS AND WARRANTIES OF THE GENERAL PARTNER The General Partner hereby makes the following representations and warranties to the Investor as of the date of acceptance of this subscription:

Section 3.1 — Organization The General Partner, Harrowgate Fund V GP LLC, is a limited liability company duly formed and validly existing under the laws of the State of Delaware, and is in good standing with the Delaware Secretary of State. The General Partner has full power and authority to act as the general partner of the Fund and to carry out the functions and responsibilities assigned to it under the Partnership

Section 3.2 — Authority The General Partner has full power and authority to enter into this Subscription Agreement and to perform its obligations hereunder and under the Partnership Agreement. The execution, delivery, and performance of this Subscription Agreement by the General Partner have been duly authorized by all necessary action on the part of the General Partner and its sole member, and no further action, app

Section 3.3 — Valid Offering The limited partnership interests in the Fund are being offered and sold to investors in compliance with Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder, and the Fund is excluded from the definition of an "investment company" under Section 3(c)(7) of the Investment Company Act. The General Partner has taken, and will continue to take, all actio

ARTICLE IV — POWER OF ATTORNEY

Section 4.1 — Grant of Power of Attorney The Investor hereby irrevocably constitutes and appoints the General Partner, Harrowgate Fund V GP LLC, and each of its duly authorized officers, managers, and agents, with full power of substitution and resubstitution, as the Investor's true and lawful attorney-in-fact, to act in the Investor's name, place, and stead to execute, acknowledge, verify, deliver, swear to, file, r

Section 4.2 — Irrevocable; Coupled with an Interest The power of attorney granted in Section 4.1 is irrevocable, is deemed coupled with an interest in the Fund and the Investor's limited partnership interest, and shall survive, and shall not be affected by, the subsequent death, disability, incapacity, incompetence, dissolution, bankruptcy, insolvency, or termination of the Investor. This power of attorney shall also

ARTICLE V — TRANSFER RESTRICTIONS

Section 5.1 — General Restriction The Investor may not sell, assign, transfer, convey, pledge, hypothecate, encumber, or otherwise dispose of (collectively, "Transfer"), directly or indirectly, all or any portion of its limited partnership interest in the Fund, or any economic interest therein, except in strict compliance with the provisions of the Partnership Agreement, including, without limitation, the requirement

Section 5.2 — Securities Law Compliance Any proposed Transfer of all or any portion of the Investor's limited partnership interest must comply with the registration requirements of the Securities Act (or an applicable exemption therefrom), applicable state and foreign securities laws, and all other applicable laws and regulations. In connection with any proposed Transfer, the General Partner may, in its sole discreti

Section 5.3 — Qualified Purchaser Requirement No Transfer of all or any portion of a limited partnership interest shall be permitted unless the proposed transferee is a "qualified purchaser" as defined in Section 2(a)(51) of the Investment Company Act and an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act, and shall have made the same representations, warranties, and covenants

ARTICLE VI — ELECTRONIC DELIVERY ELECTION

Section 6.1 — Consent to Electronic Delivery The Investor may elect, by checking the appropriate box on the signature page hereto, to receive all notices, reports, financial statements (including audited annual financial statements and unaudited quarterly reports), Schedule K-1s, capital call notices, distribution notices, amendments to the Partnership Agreement, investor letters, and all other communications from th

Section 6.2 — Effectiveness Electronic delivery of any Communication shall be deemed effective delivery for all purposes under the Partnership Agreement and this Subscription Agreement, and shall satisfy any requirement under the Partnership Agreement or applicable law that such Communication be delivered "in writing." A Communication shall be deemed delivered when transmitted by email to the Investor's designated em

Section 7.1 — Investor Indemnification The Investor agrees to indemnify, defend, and hold harmless the Fund, the General Partner, the Sponsor (Harrowgate Capital Partners LLC), and their respective affiliates, members, partners, officers, directors, managers, employees, agents, and representatives (each, an "Indemnified Party"), from and against any and all losses, damages, liabilities, claims, actions, judgments, se

Section 8.1 — Governing Law This Subscription Agreement, and any dispute, claim, or controversy arising out of or relating to this Subscription Agreement (including the formation, validity, interpretation, performance, breach, or termination hereof), shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of law thereof that would require

Section 8.2 — Dispute Resolution Any dispute, claim, controversy, or cause of action arising out of or relating to this Subscription Agreement, or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be subject to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the

Section 8.3 — Entire Agreement This Subscription Agreement (including the Investor Questionnaire and all other exhibits and attachments hereto), together with the Partnership Agreement, the Memorandum, and any side letter or other supplemental agreement entered into between the Investor and the General Partner (or the Fund), constitutes the entire agreement among the parties hereto with respect to the subject matter

Section 8.4 — Amendments This Subscription Agreement may not be amended, modified, supplemented, or waived except by a written instrument duly executed by both the Investor and the General Partner. No waiver by any party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach

Section 8.5 — Severability If any provision of this Subscription Agreement (or any portion thereof) is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Subscription Agreement, and this Subscription Agreement shall be construed as if such invalid, illegal, or unenforceable provision (or port

Section 8.6 — Counterparts This Subscription Agreement may be executed in one or more counterparts (including by means of electronic signature, such as Brightwater Software, Ashford Health IT, or other electronic signature technology compliant with the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN Act) and the Uniform Electronic Transactions Act (UETA)), each of which shall be deemed an origi

Section 8.7 — Notices All notices, requests, demands, claims, consents, waivers, and other communications under this Subscription Agreement shall be in writing and shall be deemed to have been duly given or made (a) when delivered by hand, (b) when transmitted by electronic mail (with confirmation of transmission), (c) one (1) business day after being deposited with a nationally recognized overnight courier service (

Section 8.8 — Confidentiality The Investor agrees to keep strictly confidential, and not to disclose to any person or entity (other than as expressly permitted herein), all information regarding the Fund, the General Partner, the Sponsor, the Partnership Agreement, this Subscription Agreement, the Memorandum, any side letter, and any other agreements, documents, or information provided to the Investor by or on behalf

Section 8.9 — Third-Party Beneficiaries Except as expressly provided in this Section 8.9, nothing in this Subscription Agreement is intended to, or shall be construed to, confer upon any person or entity other than the parties hereto (and their respective permitted successors and assigns) any rights, benefits, or remedies of any nature whatsoever under or by reason of this Subscription Agreement. Notwithstanding the