Contract analysis

1. Completion of Subscription Agreement. The Subscriber must complete all sections of this Subscription Agreement in full, including the insertion of the Subscriber's proposed capital commitment amount, entity information, and all applicable representations and warranties. The Subscriber should carefully review each representation and warranty contained herein and confirm that each such representation and warranty is

2. Execution of Signature Pages. The Subscriber must execute the signature pages at the end of this Subscription Agreement. The signature pages must be executed by an authorized signatory of the Subscriber with the legal authority to bind the Subscriber to the obligations set forth herein and in the Exempted Limited Partnership Agreement of Harrowgate Fund V Offshore SLP (the "Partnership Agreement").

3. Delivery. The Subscriber must return the completed and executed Subscription Agreement, together with all exhibits and attachments, to: Calderwood & Harkness LLP 400 South Ashbury Asset Advisors, Suite 3000 Wilmington, DE 19801 Attention: Graham Sutherland or as otherwise directed by Harrowgate Fund V GP LLC (the "General Partner").

4. Investor Questionnaire. The Subscriber must also complete and return the Investor Questionnaire attached hereto as Exhibit A. The Investor Questionnaire requests information necessary for the General Partner to (a) verify the Subscriber's eligibility to invest in the Partnership, (b) comply with applicable securities laws, anti-money laundering regulations, and tax reporting requirements, and (c) assess the Subscr

5. KYC/AML Documentation. The Subscriber must provide all supporting know-your-customer ("KYC") and anti-money laundering ("AML") documentation required under the Cayman Islands Anti-Money Laundering Regulations (as revised), the Proceeds of Crime Act (as revised), and The Terrorism Act (as revised) of the Cayman Islands, and as requested by Pinnacle Fund Services LLC (the "Administrator"), the fund administrator eng

6. Minimum Commitment. The minimum capital commitment for subscription in the Partnership is US$10,000,000. The General Partner may, in its sole and absolute discretion, waive or reduce the minimum commitment requirement for any Subscriber.

7. Wire Transfer of Initial Capital Contribution. Upon acceptance of this subscription and delivery of the initial capital call notice, the Subscriber's initial capital contribution shall be wired to the custodian account maintained at: Ridgeway Trust Company 1100 North Market Street Wilmington, DE 19801 Wire instructions will be provided separately by the General Partner in connection with each capital call notice.

8. Questions. All questions regarding this Subscription Agreement, the subscription process, or the Partnership generally should be directed to: Rachel M. Overton Partner, Head of Investor Relations Harrowgate Capital Partners LLC 1200 Concord Pike, Suite 600 Wilmington, DE 19803 Telephone: (302) 555-4100 Email: roverton@harrowgatecapital.com SUBSCRIPTION AGREEMENT HARROWGATE FUND V OFFSHORE SLP This Subscription Agr

ARTICLE I — SUBSCRIPTION AND COMMITMENT

Section 1.1 — Subscription for Interests The Subscriber hereby irrevocably subscribes for exempted limited partnership interests (the "Interests") in Harrowgate Fund V Offshore SLP (the "Partnership"), a Cayman Islands exempted limited partnership formed under the Exempted Limited Partnerships Act (as revised) of the Cayman Islands. The Partnership is an offshore feeder vehicle that invests substantially all of its a

Section 1.2 — Capital Commitment The Subscriber hereby commits to contribute capital to the Partnership in the aggregate amount set forth below (the "Capital Commitment"): Capital Commitment: US$\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ The Capital Commitment is subject to the terms and conditions of the Partnership Agreement, including, without limitation, the provi

Section 1.3 — Capital Calls Capital contributions shall be drawn down by the General Partner in accordance with the Partnership Agreement, upon not less than ten (10) business days' prior written notice to the Subscriber (each such notice, a "Capital Call Notice"). Each Capital Call Notice will specify the amount of the capital contribution required from the Subscriber, the purpose of the capital call, the date on wh

Section 1.4 — Acceptance This subscription is subject to acceptance by the General Partner in its sole and absolute discretion. The General Partner may accept or reject this subscription in whole or in part and may, in its discretion, reduce the Subscriber's Capital Commitment without the consent of the Subscriber. The General Partner is not obligated to provide any reason for rejecting or reducing a subscription. Up

Section 1.5 — Joinder to Partnership Agreement By executing this Agreement, the Subscriber hereby agrees to be bound by and become a party to the Partnership Agreement as if the Subscriber were an original signatory thereto. The Subscriber shall execute and deliver the Joinder to Partnership Agreement attached hereto as Exhibit C concurrently with the execution of this Agreement. The Subscriber acknowledges that it h

ARTICLE II — REPRESENTATIONS AND WARRANTIES OF THE SUBSCRIBER The Subscriber hereby makes the following representations and warranties to the General Partner, the Partnership, and HCP as of the date hereof and as of the date of the Subscriber's admission to the Partnership, and acknowledges and agrees that the General Partner, the Partnership, HCP, Calderwood & Harkness LLP, and Osprey Capital Markets LLC are relying

Section 2.1 — Organization and Authority The Subscriber is duly organized, validly existing, and in good standing (or the equivalent thereof) under the laws of its jurisdiction of organization, and has all requisite corporate, partnership, limited liability company, trust, or other organizational power and authority to conduct its business as presently conducted. The Subscriber has full legal capacity, power, and aut

Section 2.2 — Non-U.S. Person Status The Subscriber represents and warrants that: (a) The Subscriber is NOT a "U.S. person" as that term is defined in Rule 902(k) of Regulation S promulgated under the Securities Act of 1933, as amended (the "Securities Act"). The Subscriber is organized, formed, and domiciled outside the United States and does not have its principal office or place of business in the United States. (

Section 2.3 — Qualified Purchaser Status The Subscriber represents and warrants that it is a "qualified purchaser" as that term is defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended (the "1940 Act"), and the rules and regulations promulgated thereunder (including Rule 2a51-1). The Subscriber has indicated the specific basis for its qualification as a "qualified purchaser" in the Investor Qu

Section 2.4 — Accredited Investor Status The Subscriber represents and warrants that it is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act. The specific basis for the Subscriber's qualification as an "accredited investor" is set forth in the Investor Questionnaire attached hereto as Exhibit A, and such information is true, complete, and correct in a

Section 2.5 — Investment Intent and Restrictions on Transfer The Subscriber is acquiring the Interests for its own account, for investment purposes only, and not with a view to, or for offer or sale in connection with, any distribution, resale, subdivision, or fractionalization thereof in violation of the Securities Act or any applicable state or foreign securities laws. The Subscriber has no present intention, plan,

Section 2.6 — Sophistication and Access to Information The Subscriber has such knowledge, sophistication, and experience in financial and business matters, including experience in evaluating and making investments of the type contemplated by this Agreement, as to be capable of evaluating the merits and risks of an investment in the Partnership, and has made its own independent evaluation of the merits and risks of th

Section 2.7 — ERISA Representations The Subscriber represents and warrants as follows (the Subscriber should check the applicable box): The Subscriber is NOT any of the following: (a) an "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), that is subject to the provisions of Title I of ERISA; (b) a "plan" as defined in Section 4975(e)(1) of

Section 2.8 — Tax Status and Withholding The Subscriber shall provide, concurrently with the execution and delivery of this Agreement, a properly completed and executed IRS Form W-8BEN, W-8BEN-E, W-8IMY, or W-8ECI (as applicable to the Subscriber's circumstances) certifying the Subscriber's non-U.S. status for United States federal income tax withholding purposes. The applicable form is attached hereto as Exhibit B.

Section 2.9 — FATCA and CRS Compliance The Subscriber shall provide, concurrently with the execution and delivery of this Agreement or promptly upon request, such documentation, certifications, and information as the General Partner or the Administrator (Pinnacle Fund Services LLC) may require in order to comply with the requirements of the Foreign Account Tax Compliance Act ("FATCA"), as set forth in Sections 1471 t

Section 2.10 — Anti-Money Laundering and Sanctions Compliance The Subscriber represents and warrants as follows: (a) The Subscriber is not, and is not acting on behalf of, directly or indirectly, any person or entity that is (i) named on, or owned or controlled by a person or entity that is named on, any sanctions list maintained by the United States Office of Foreign Assets Control ("OFAC") of the United States Depa

Section 2.11 — Politically Exposed Person ("PEP") Status The Subscriber shall disclose in Part IX of the Investor Questionnaire attached hereto as Exhibit A whether any of its beneficial owners (as defined in applicable Cayman Islands anti-money laundering regulations and guidance notes), directors, general partners, managing members, trustees, or authorized signatories is a "politically exposed person" ("PEP") as de

Section 2.12 — No Government or Regulatory Prohibition The Subscriber represents and warrants that its subscription for the Interests, the execution and delivery of this Agreement and the Partnership Agreement, and the performance of its obligations hereunder and thereunder do not and will not violate or conflict with any law, statute, regulation, rule, order, judgment, decree, or award of any government, governmenta

Section 2.13 — Sovereign Immunity (if applicable) If the Subscriber is a sovereign entity, a political subdivision thereof, an instrumentality, agency, or department of a sovereign state, or an entity owned or controlled, directly or indirectly, by a sovereign state or political subdivision thereof, the Subscriber hereby represents and warrants that: (a) The Subscriber has obtained all necessary governmental, institu

Section 2.14 — Placement Agent Disclosure The Subscriber acknowledges that Osprey Capital Markets LLC ("Osprey"), a Delaware limited liability company, a broker-dealer registered with the United States Securities and Exchange Commission (the "SEC"), and a member of the Financial Industry Regulatory Authority ("FINRA"), has been engaged as the exclusive placement agent for the Fund Complex. Osprey's principal office i

Section 2.15 — No Public Solicitation The Subscriber represents and warrants that it was not solicited by any form of general solicitation or general advertising, including, without limitation: (a) any advertisement, article, notice, or other communication published in any newspaper, magazine, trade journal, or similar print medium, or broadcast over radio, television, or the internet (including on any website, socia

Section 2.16 — Reliance The Subscriber understands and acknowledges that the General Partner, HCP, the Partnership, Calderwood & Harkness LLP (as fund counsel to the Partnership), and Osprey Capital Markets LLC (as placement agent) are relying on the truth, accuracy, and completeness of the representations, warranties, acknowledgments, and agreements contained in this Agreement and in the Investor Questionnaire in: (

ARTICLE III — REPRESENTATIONS AND WARRANTIES OF THE GENERAL PARTNER

Section 3.1 — Organization and Authority The General Partner, Harrowgate Fund V GP LLC, is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. The General Partner has full limited liability company power and authority to execute, deliver, and perform this Agreement, to admit the Subscriber as a limited partner of the Partnership, and to perform a

Section 3.2 — Valid Issuance of Interests The Interests, when issued and paid for in accordance with the terms and conditions of this Agreement and the Partnership Agreement, will be validly issued limited partnership interests in the Partnership, free and clear of all liens, claims, encumbrances, and restrictions (other than restrictions arising under the Partnership Agreement, the Securities Act, and other applicab

Section 3.3 — Regulatory Compliance The Partnership is registered (or will be registered prior to the First Close) with the Cayman Islands Monetary Authority ("CIMA") as a regulated mutual fund under the Mutual Funds Act (as revised) of the Cayman Islands. The General Partner will ensure that the Partnership maintains its registration with CIMA and complies with all applicable regulatory requirements imposed by CIMA

ARTICLE IV — CAYMAN ISLANDS REGULATORY MATTERS

Section 4.1 — CIMA Registration The Partnership will be registered with CIMA as a regulated mutual fund under Section 4(3) of the Mutual Funds Act (as revised) of the Cayman Islands. As a registered mutual fund, the Partnership is subject to the supervision and regulatory oversight of CIMA and must comply with the conditions imposed by the Mutual Funds Act and any regulations, rules, or directions issued by CIMA ther

Section 4.2 — Cayman AML/KYC Requirements The General Partner and the Administrator, Pinnacle Fund Services LLC (with offices at 100 Summer Street, Suite 2400, Boston, MA 02110; key contact: David L. Prentiss, Director, Investor Services), will perform AML/KYC verification procedures in connection with the acceptance of this subscription in accordance with the Cayman Islands Anti-Money Laundering Regulations (as revi

Section 4.3 — Data Protection The Subscriber acknowledges and agrees that the General Partner, HCP, the Administrator, the auditor (Caldwell, Fitch & Hartley LLP), Calderwood & Harkness LLP, Osprey Capital Markets LLC, Ridgeway Trust Company, and the Partnership's other service providers may collect, store, process, use, and disclose personal data relating to the Subscriber, its beneficial owners, directors, officers

Section 5.1 — Grant of Power of Attorney The Subscriber hereby irrevocably constitutes and appoints the General Partner (and any authorized officer, member, manager, or agent thereof) as the Subscriber's true and lawful attorney-in-fact, in the Subscriber's name, place, and stead, with full power of substitution and resubstitution, to execute, acknowledge, deliver, swear to, file, and record, on behalf of the Subscri

Section 6.1 — Subscriber Indemnification The Subscriber hereby agrees to indemnify, defend, and hold harmless the Partnership, the General Partner, HCP, and their respective affiliates, subsidiaries, officers, directors, partners, members, managers, employees, agents, advisors, and counsel (including Calderwood & Harkness LLP) (each, an "Indemnified Party" and collectively, the "Indemnified Parties") from and against

Section 7.1 — Governing Law This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the Cayman Islands, without giving effect to any choice of law or conflict of laws rules, provisions, or principles (whether of the Cayman Islands or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the Cayman Islands; provided, however, that ma

Section 7.2 — Dispute Resolution Any dispute, controversy, or claim arising out of or in connection with this Agreement, or the breach, termination, or invalidity thereof, shall be resolved in accordance with the dispute resolution provisions set forth in the Partnership Agreement. For the avoidance of doubt, the Partnership Agreement provides that disputes arising under or in connection with the Partnership's organi

Section 7.3 — Entire Agreement This Agreement (together with the Partnership Agreement, the Investor Questionnaire attached hereto as Exhibit A, any IRS Form W-8 attached hereto as Exhibit B, the Joinder attached hereto as Exhibit C, and any side letter entered into between the General Partner and the Subscriber in connection with the Subscriber's investment in the Partnership) constitutes the entire agreement betwee

Section 7.4 — Amendments This Agreement may not be amended, modified, supplemented, or waived except by a written instrument duly executed by the Subscriber and the General Partner. No waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by the party granting such waiver, and no such waiver shall constitute a waiver of any other provision of this Agreement or a

Section 7.5 — Severability If any provision of this Agreement, or the application thereof to any person, entity, or circumstance, is held by a court of competent jurisdiction or other governmental authority to be i