SUBSCRIPTION AGREEMENT
HARROWGATE PRIVATE EQUITY FUND V LP
A Delaware Limited Partnership
General Partner: Harrowgate Fund V GP LLC
This Subscription Agreement, together with the Investor Questionnaire attached hereto as Exhibit A, constitutes an offer by the undersigned (the "Investor") to purchase a limited partnership interest in Harrowgate Private Equity Fund V LP, a Delaware limited partnership (the "Fund" or "Partnership").
CONFIDENTIALITY NOTICE: This document is confidential and is provided solely to prospective investors in connection with a private offering exempt from registration under the Securities Act of 1933, as amended, and should be read in conjunction with the Confidential Private Placement Memorandum dated [●], 2025 (the "Memorandum") and the Agreement of Limited Partnership of the Fund dated as of [●], 2025 (the "Partnership Agreement" or "LPA"). This Subscription Agreement, together with the Memorandum and the Partnership Agreement, contains material information about the Fund and the terms and conditions of an investment therein. This Subscription Agreement and the information contained herein are being furnished on a confidential basis to a limited number of sophisticated investors who meet the qualifications described herein and in the Memorandum. By accepting this Subscription Agreement, the recipient agrees that neither it nor its representatives will use the information for any purpose other than evaluating a potential investment in the Fund, and agrees not to divulge any such information to any other party. Any reproduction of this Subscription Agreement, in whole or in part, or the disclosure of any of its contents, without the prior written consent of the General Partner, is prohibited.
Minimum Capital Commitment: $10,000,000, subject to waiver by the General Partner in its sole discretion.
Return Instructions: A completed and executed copy of this Subscription Agreement, together with the completed Investor Questionnaire (Exhibit A) and all required supporting documentation (including applicable IRS tax forms), should be delivered to:
Harrowgate Fund V GP LLC c/o Harrowgate Capital Partners LLC 1200 Concord Pike, Suite 600 Wilmington, DE 19803
Attention: Rachel M. Overton, Partner, Head of Investor Relations
Telephone: (302) 555-4100
Email: roverton@harrowgatecapital.com
with a copy to:
Pinnacle Fund Services LLC 100 Summer Street, Suite 2400 Boston, MA 02110
Attention: David L. Prentiss, Client Relationship Director
Telephone: (617) 555-7800
Email: dprentiss@pinnaclefundservices.com
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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 terminated by the Investor except with the prior written consent of the General Partner or as otherwise expressly provided herein.
The Capital Commitment shall be not less than Ten Million Dollars ($10,000,000), unless the General Partner, in its sole and absolute discretion, agrees to accept a lesser amount. The General Partner shall have no obligation to accept any subscription for a Capital Commitment in an amount less than the stated minimum and may impose such additional conditions on any such acceptance as it deems appropriate.
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 Investor's pro rata share thereof, the purpose of the capital call, and the date on which such capital contribution is due (the "Contribution Date").
Capital contributions shall be funded by wire transfer of immediately available funds in United States dollars to the account designated by the General Partner in the applicable Capital Call Notice. The Fund's primary custodian is Ridgeway Trust Company, located at 1100 North Market Street, Wilmington, DE 19801. The Investor acknowledges that specific wire transfer instructions, including account numbers and references, will be provided in each Capital Call Notice, and that the Investor bears sole responsibility for ensuring that its capital contribution is received in full by the Fund on or before the applicable Contribution Date.
The Investor acknowledges that the consequences of failure to fund a capital contribution when due are set forth in the Partnership Agreement and include, without limitation, the reduction of the Investor's Interest, the forced sale of the Investor's Interest, the charging of default interest at the rate specified in the Partnership Agreement, and such other remedies as may be available to the General Partner and the Fund under the Partnership Agreement and applicable law.
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 right to accept subscriptions for amounts less than the amount subscribed by the Investor, and any such partial acceptance shall not obligate the General Partner to accept the remainder of the subscription at any subsequent closing.
Upon acceptance of this subscription by the General Partner, as evidenced by the execution of the General Partner Acceptance Page hereof, the Investor shall be admitted as a limited partner of the Fund and shall thereupon be bound by all of the terms, conditions, and provisions of the Partnership Agreement as if the Investor were an original party thereto. The General Partner shall promptly notify the Investor in writing of its acceptance or rejection of this subscription.
In the event that this subscription is rejected in whole, any funds previously remitted by the Investor in connection herewith shall be returned to the Investor without interest. In the event that this subscription is accepted in part, any excess funds shall be returned to the Investor without interest.
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 up to eighteen (18) months following the First Close. The final closing of the Fund (the "Final Close") shall occur no later than February 15, 2027 (the "Final Close Deadline"), unless extended by the General Partner in accordance with the terms of the Partnership Agreement.
Investors admitted to the Fund at any subsequent closing held after the First Close shall be required to contribute their pro rata share of all capital contributions previously made by existing limited partners prior to such subsequent closing, together with interest thereon at the rate and in the manner provided in the Partnership Agreement (the "Catch-Up Contribution"). The Catch-Up Contribution shall be due and payable on or before the date of the applicable subsequent closing, as specified by the General Partner in the subscription acceptance notice or supplemental capital call notice delivered in connection therewith.
The Investor acknowledges that the Fund may have made investments or incurred expenses prior to the closing at which the Investor is admitted, and the Investor's Capital Commitment and Interest shall be adjusted to reflect the economic effect of such prior activity as provided in the Partnership Agreement.
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 terms, as if the Investor were an original signatory and party thereto, effective as of the date on which the General Partner accepts this subscription and admits the Investor as a limited partner of the Fund.
The form of Joinder to the Partnership Agreement is attached hereto as Exhibit B, and the Investor agrees to execute and deliver such Joinder concurrently with the execution of this Subscription Agreement or at such other time as the General Partner may request.
The Investor acknowledges and represents that it has received, reviewed, and had the opportunity to obtain independent legal counsel regarding the Partnership Agreement, the Memorandum, and all exhibits, schedules, appendices, and supplements thereto. The Investor further acknowledges that the terms of the Partnership Agreement (including, without limitation, the provisions relating to management fees, carried interest, clawback, expenses, indemnification, exculpation, conflicts of interest, investment restrictions, leverage limitations, and the duration and dissolution of the Fund) are material to the Investor's decision to invest in the Fund.
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 Partner in accepting this subscription:
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 to execute, deliver, and perform its obligations under this Subscription Agreement and the Partnership Agreement, including the obligation to make capital contributions as and when called by the General Partner. The execution, delivery, and performance of this Subscription Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Investor, whether corporate, partnership, limited liability company, trustee, governmental, or otherwise, and no further action, approval, or consent is required on the part of the Investor or any other person or entity in connection therewith.
This Subscription Agreement constitutes a valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms, subject only to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
If the Investor is a trust, the trustee or trustees executing this Subscription Agreement have full authority to execute this Subscription Agreement and to bind the trust and its beneficiaries, and no consent of any beneficiary is required that has not been obtained. If the Investor is acting as agent, nominee, or fiduciary for one or more principals, the Investor has full authority to execute this Subscription Agreement and to bind each such principal hereunder.
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, certificate of formation, operating agreement, partnership agreement, trust instrument, or other organizational document of the Investor, (b) violate, conflict with, or result in a breach of any agreement, contract, indenture, mortgage, obligation, or other instrument to which the Investor is a party or by which the Investor or any of its properties or assets is bound, (c) violate any applicable law, statute, regulation, rule, order, judgment, injunction, or decree of any governmental authority applicable to the Investor, or (d) require any consent, approval, authorization, order, registration, qualification, or filing with any governmental authority or any other person or entity that has not been obtained or made.
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 hereto as Exhibit A.
The Investor acknowledges that the Fund is relying on the exclusion from the definition of "investment company" under Section 3(c)(7) of the Investment Company Act, which exclusion is available only if all holders of the Fund's outstanding securities are qualified purchasers (or knowledgeable employees within the meaning of Rule 3c-5 under the Investment Company Act). Accordingly, the Investor understands that the Fund will not register as an investment company under the Investment Company Act, and the protections afforded by the Investment Company Act (including, without limitation, limitations on leverage, affiliate transactions, and advisory fee arrangements) will not be available to the Investor with respect to its investment in the Fund.
If the Investor is investing on behalf of one or more accounts or underlying investors, the Investor represents and warrants that each such account or underlying investor is itself a qualified purchaser or has otherwise been treated in a manner consistent with Rule 2a51-3 under the Investment Company Act.
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.
The Investor acknowledges that the General Partner and the Fund are relying on the representations and warranties of the Investor with respect to its accredited investor status in connection with the offer and sale of limited partnership interests in the Fund under the Securities Act and applicable state securities laws.
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 Act or any applicable state securities laws.
The Investor understands and acknowledges that the limited partnership interests in the Fund have not been registered under the Securities Act or under the securities laws of any state of the United States or of any foreign jurisdiction, and are being offered and sold in reliance on exemptions from such registration. The Investor further understands that the limited partnership interests are "restricted securities" within the meaning of Rule 144 promulgated under the Securities Act and that there is no public market for such interests, and that none is expected to develop.
The Investor acknowledges that the limited partnership interests may not be sold, transferred, assigned, pledged, hypothecated, or otherwise disposed of except in compliance with the transfer restrictions set forth in Article V of this Subscription Agreement, the transfer provisions of the Partnership Agreement, the registration requirements of the Securities Act (or an applicable exemption therefrom), and all applicable state and foreign securities laws.
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 investment in the Fund and of making an informed investment decision with respect thereto.
The Investor has received and carefully reviewed the Memorandum, the Partnership Agreement (including all exhibits, schedules, and supplements thereto), and all other documents, information, and materials that the Investor considers necessary, appropriate, or advisable for purposes of making an informed investment decision with respect to the Fund. The Investor has had the opportunity to ask questions of, and receive answers from, the General Partner, Harrowgate Capital Partners LLC (the "Sponsor"), and their respective officers, directors, members, partners, employees, agents, and representatives concerning the terms and conditions of the offering of limited partnership interests and the Fund's proposed investment strategy, operations, financial condition, and affairs.
The Investor acknowledges that neither the General Partner, the Sponsor, nor any of their respective affiliates, officers, directors, members, partners, employees, agents, or representatives has made any representation or warranty to the Investor, whether express or implied, regarding the Fund, the limited partnership interests, or the transactions contemplated hereby, other than the representations and warranties expressly set forth in the Memorandum, the Partnership Agreement, and Article III of this Subscription Agreement.
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 nature of the investment (with a Fund term of ten (10) years from Final Close, subject to possible extensions); the speculative nature of the Fund's investments; the use of leverage by the Fund and its portfolio companies; concentration risk; market, economic, and interest rate risk; risks associated with the Fund's reliance on key personnel of the Sponsor; risks related to valuations of portfolio investments; legal, regulatory, and tax risks; and the potential for conflicts of interest between the Fund, the General Partner, the Sponsor, and their respective affiliates.
The Investor has the financial ability to bear the economic risk of its investment in the Fund for an indefinite period of time and can afford the complete loss of its Capital Commitment without material adverse effect on its financial condition, business, or operations. The Investor's overall commitment to investments that are not readily marketable is not disproportionate to the Investor's net worth, and the Investor's investment in the Fund will not cause such overall commitment to become excessive.
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, deduction, and credit among the partners, the potential recognition of unrelated business taxable income ("UBTI"), the potential imposition of withholding taxes, and the requirements for filing federal, state, local, and foreign tax returns. The Investor does not rely on the General Partner, the Sponsor, or any of their respective affiliates, officers, directors, members, partners, employees, agents, or representatives for tax advice.
The Investor acknowledges that the Fund will be treated as a partnership for United States federal income tax purposes and will file IRS Form 1065 (U.S. Return of Partnership Income) on a calendar-year basis (January 1 through December 31). The Fund will issue Schedule K-1 (Partner's Share of Income, Deductions, Credits, etc.) to each limited partner for each taxable year in which the Investor holds a limited partnership interest. The Investor further acknowledges that the filing of the Fund's tax return, and the delivery of Schedule K-1s, may be delayed and that, as a result, the Investor's own tax filings may be delayed.
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 do not constitute "plan assets" for purposes of ERISA or Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"); OR
(b) The Investor IS a "benefit plan investor" as so defined, and has so indicated in Part V of the Investor Questionnaire, together with the percentage of the Investor's assets that constitute "plan assets" within the meaning of 29 C.F.R. § 2510.3-101 and Section 3(42) of ERISA. If the Investor has checked this box, the Investor further represents and warrants that: (i) the decision to invest in the Fund has been made by a fiduciary (within the meaning of Section 3(21) of ERISA or, if applicable, Section 4975(e)(3) of the Code) that is independent of the General Partner, the Sponsor, and their respective affiliates; (ii) such fiduciary is duly authorized to make such investment decision and has considered the investment in light of applicable fiduciary standards, including the diversification, prudence, and liquidity requirements of ERISA (if applicable); and (iii) the investment will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code.
The Investor acknowledges that the Fund intends to limit benefit plan investors to less than twenty-five percent (25%) of each class of equity interests in the Fund (disregarding interests held by the General Partner and its affiliates) in order to avoid the Fund's assets being treated as "plan assets" under ERISA, in accordance with the plan asset regulations set forth in 29 C.F.R. § 2510.3-101. The Investor further acknowledges that the General Partner may, in its sole discretion, refuse to admit, or reduce the Capital Commitment of, any benefit plan investor if admission or the full Capital Commitment would cause the Fund to exceed the twenty-five percent (25%) threshold.
If the Investor is a governmental plan (as defined in Section 3(32) of ERISA) or a church plan (as defined in Section 3(33) of ERISA), the Investor so represents and acknowledges that: (i) governmental plans are not subject to Title I of ERISA but may be subject to similar state or local laws governing fiduciary obligations, prohibited transactions, and investment restrictions; (ii) the Investor has determined that the investment in the Fund is consistent with all applicable state or local laws governing the Investor; and (iii) the Investor has obtained all necessary approvals or authorizations for the investment.
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 Foreign Assets Control ("OFAC"), or on any other list of sanctioned or restricted persons or entities maintained by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union, or Her Majesty's Treasury of the United Kingdom, or is otherwise subject to or the target of U.S. or international economic sanctions. The Investor is not located in, organized under the laws of, or a resident of any country or territory that is the subject of comprehensive U.S. economic sanctions (currently including Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, and the so-called Donetsk People's Republic and Luhansk People's Republic).
(b) The Investor's Capital Commitment is not derived from, and shall not constitute, funds obtained in violation of any applicable anti-money laundering laws, rules, or regulations, including, without limitation, the Bank Secrecy Act of 1970, as amended, the USA PATRIOT Act of 2001, and the regulations promulgated thereunder by the Financial Crimes Enforcement Network ("FinCEN") of the U.S. Department of the Treasury. The funds used by the Investor to make its Capital Commitment have been derived from legitimate sources and lawful activities, and the Investor has established and maintains an anti-money laundering compliance program as required by applicable law.
(c) The Investor has completed, and will continue to comply with, all know-your-customer ("KYC") and anti-money laundering ("AML") verification procedures administered by Pinnacle Fund Services LLC, the Fund's administrator, or as otherwise required by the General Partner. The Investor agrees to provide such additional documentation and information as may be reasonably requested by the General Partner, the Fund's administrator, or legal counsel in order to verify the foregoing representations and to comply with applicable AML and sanctions laws.
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 Form W-9 (Request for Taxpayer Identification Number and Certification) (for U.S. persons) or the applicable IRS Form W-8 (including Form W-8BEN, W-8BEN-E, W-8IMY, W-8ECI, or W-8EXP, as applicable) (for non-U.S. persons), together with any self-certification required under the Foreign Account Tax Compliance Act ("FATCA") (Sections 1471 through 1474 of the Code and the regulations and guidance promulgated thereunder) or the Common Reporting Standard ("CRS") adopted by the Organisation for Economic Co-operation and Development ("OECD"). Instructions for the completion and submission of applicable IRS forms are set forth in Exhibit C hereto.
The Investor acknowledges and agrees that the General Partner may withhold or cause to be withheld from distributions, allocations, or other amounts payable or allocable to the Investor such amounts as the General Partner determines are required to be withheld under applicable federal, state, local, or foreign tax law. Any amount so withheld shall be treated as having been distributed or paid to the Investor for all purposes under the Partnership Agreement.
The Investor further agrees to promptly provide updated or replacement tax forms if any previously provided form becomes invalid, inaccurate, or obsolete, and to provide such additional tax-related documentation as the General Partner may reasonably request from time to time in order to comply with applicable tax reporting and withholding obligations.
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.
The Investor acknowledges that certain information provided by or relating to the Fund, the General Partner, the Sponsor, or their respective affiliates (including, without limitation, information regarding investment performance, portfolio company valuations, management fees, carried interest, expenses, and the terms of any side letter) may be subject to disclosure in response to a FOIA request or similar demand for public records, and that such disclosure could be adverse to the interests of the Fund, other investors in the Fund, the General Partner, the Sponsor, or their respective affiliates.
If the Investor is subject to FOIA or any analogous public records law, the Investor agrees to: (a) provide prompt written notice to the General Partner (and, if practicable, no fewer than ten (10) business days' advance notice) of any FOIA request, subpoena, court order, or similar demand for documents or information relating to the Fund, the General Partner, the Sponsor, or their respective affiliates, or the Investor's investment in the Fund; (b) cooperate fully with the General Partner in seeking any available exemption from disclosure, including, without limitation, exemptions for trade secrets, confidential commercial or financial information, and deliberative process materials; and (c) not disclose any information in response to such request or demand without first consulting with the General Partner and, to the extent permitted by law, providing the General Partner a reasonable opportunity to seek a protective order, injunction, or other appropriate remedy. The Investor acknowledges that the General Partner may, in its sole discretion, provide or withhold consent to any such disclosure, and may seek legal remedies to prevent or limit disclosure.
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 internet, or any seminar, meeting, or event whose attendees were invited by any general solicitation or general advertising, within the meaning of Rule 502(c) of Regulation D under the Securities Act.
The Investor acknowledges that the offering of limited partnership interests in the Fund is being conducted pursuant to Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder, which prohibit general solicitation and general advertising.
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 exclusive placement agent for the Fund.
If applicable, the Investor was introduced to the Fund by the Placement Agent, as indicated in Part IX of the Investor Questionnaire attached hereto as Exhibit A. The Investor acknowledges that the placement agent fee, which is equal to one and one-quarter percent (1.25%) of the aggregate Capital Commitments placed by the Placement Agent, is paid solely by the Sponsor (Harrowgate Capital Partners LLC) and is not an expense of the Fund, and that such fee does not increase the management fee, carried interest, or expenses borne by the Fund or its limited partners.
The Investor further acknowledges that the Placement Agent is not acting as an investment adviser to the Investor and is not making any recommendation to the Investor with respect to the merits of an investment in the Fund. The Investor has made its own independent evaluation of the merits and risks of an investment in the Fund and has not relied on the Placement Agent for investment advice.
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 the General Partner, the Sponsor, or the Placement Agent to give any information or to make any representations other than those contained in the Memorandum, the Partnership Agreement, and this Subscription Agreement, and, if given or made, such information or representations must not be relied upon as having been authorized.
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 confirmed the accuracy and completeness of each such representation and warranty as of each such date.
The Investor shall promptly notify the General Partner in writing if any representation or warranty made by the Investor in this Subscription Agreement or in the Investor Questionnaire becomes untrue, inaccurate, or incomplete in any material respect, or if any event occurs that would cause any such representation or warranty to be untrue, inaccurate, or incomplete in any material respect. The Investor acknowledges that the General Partner and the Fund are relying on the accuracy and completeness of the Investor's representations and warranties in connection with the acceptance of this subscription and the admission of the Investor as a limited partner of the Fund.
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 Agreement.
The sole member of the General Partner is Harrowgate Capital Partners LLC, a Delaware limited liability company and an investment adviser registered with the U.S. Securities and Exchange Commission under the Investment Advisers Act of 1940, as amended (SEC File No. 801-79223; CRD No. 298417). Harrowgate Capital Partners LLC serves as the Sponsor and investment adviser to the Fund.
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, approval, or consent is required.
This Subscription Agreement constitutes a valid and binding obligation of the General Partner, enforceable against the General Partner in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.
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 actions reasonably necessary to maintain the availability of such exemptions and exclusions, including, without limitation, ensuring that all investors admitted to the Fund are qualified purchasers (or knowledgeable employees within the meaning of Rule 3c-5 under the Investment Company Act) and that no general solicitation or general advertising has been or will be used in connection with the offering.
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, record, and publish, on behalf of and in the name of the Investor, each of the following:
(a) The Agreement of Limited Partnership of the Fund and any and all amendments, modifications, supplements, and restatements thereto adopted in accordance with the terms thereof;
(b) The Certificate of Limited Partnership of the Fund and any and all amendments, corrections, and restatements thereto as required to be filed with the Office of the Secretary of State of the State of Delaware or any other governmental authority;
(c) Any and all other certificates, instruments, agreements, and documents required or appropriate to reflect: (i) the admission, substitution, or withdrawal of limited partners; (ii) the acceptance of additional Capital Commitments; (iii) changes in the name, address, or Capital Commitment of any limited partner; or (iv) amendments to the Partnership Agreement adopted in accordance with its terms;
(d) Any and all certificates, instruments, agreements, and documents required or appropriate in connection with the dissolution, liquidation, termination, and winding up of the Fund, including, without limitation, a certificate of cancellation with respect to the Certificate of Limited Partnership; and
(e) Any and all other instruments, documents, and filings that the General Partner deems necessary or appropriate to carry out the purposes of the Fund and the provisions of the Partnership Agreement.
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 survive the delivery of an assignment by the Investor of all or any portion of its limited partnership interest; provided, however, that where the assignee has been approved by the General Partner for admission to the Fund as a substituted limited partner, the power of attorney of the assignor shall survive the delivery of such assignment for the sole purpose of enabling the General Partner to execute, acknowledge, and file any instrument necessary to effect such substitution.
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 that the Investor obtain the prior written consent of the General Partner, which consent may be withheld in the General Partner's sole and absolute discretion for any reason or for no reason. Any purported Transfer in violation of this Section 5.1 or the Partnership Agreement shall be void and of no force or effect and shall not be recognized or given effect by the Fund or the General Partner.
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 discretion, require that the Investor (and/or the proposed transferee) furnish to the General Partner an opinion of legal counsel reasonably satisfactory to the General Partner (in form, substance, and from counsel satisfactory to the General Partner) to the effect that such Transfer may be effected without registration under the Securities Act and applicable state and foreign securities laws and in compliance with all other applicable legal requirements.
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 as those required of investors subscribing for interests in the Fund, including, without limitation, those set forth in Article II of this Subscription Agreement and in the Investor Questionnaire. The proposed transferee must execute a subscription agreement, investor questionnaire, and joinder to the Partnership Agreement in form and substance satisfactory to the General Partner.
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 the General Partner, the Fund, or the Fund's administrator (Pinnacle Fund Services LLC) (collectively, "Communications") by electronic means, including, without limitation, by email transmission to the Investor's designated email address and/or by posting on a secure investor portal maintained by Pinnacle Fund Services LLC (the "Investor Portal").
By electing electronic delivery, the Investor consents to receiving Communications in electronic format in lieu of paper format and acknowledges that such electronic Communications may include, without limitation, documents in Portable Document Format (PDF) or other common electronic file formats. The Investor agrees to maintain a valid email address and internet access sufficient to access the Investor Portal and to receive Communications electronically.
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 email address or when posted to the Investor Portal, as applicable, regardless of whether the Investor actually accesses or reads such Communication.
The Investor may revoke its electronic delivery election at any time by providing written notice to the General Partner at the address set forth in Section 8.7 of this Subscription Agreement. Any such revocation shall be effective upon receipt by the General Partner, and thereafter the Investor shall receive Communications in paper format by regular mail or courier delivery to the Investor's address set forth on the signature page hereto (or such other address as the Investor may designate in writing from time to time).
ARTICLE VII — INDEMNIFICATION
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, settlements, interest, awards, penalties, fines, costs, and expenses of whatever kind (including, without limitation, reasonable attorneys' fees and disbursements, expert witness fees, court costs, and costs of investigation and litigation) (collectively, "Losses") incurred by or asserted against any Indemnified Party arising out of, resulting from, or in connection with:
(a) Any breach, inaccuracy, or misrepresentation of any representation, warranty, covenant, or agreement of the Investor contained in this Subscription Agreement, the Investor Questionnaire, or any certificate, document, or instrument delivered by the Investor in connection herewith;
(b) Any failure by the Investor to fulfill, perform, or comply with any of its obligations under this Subscription Agreement or the Partnership Agreement, including, without limitation, any failure by the Investor to fund capital contributions when due in response to a Capital Call Notice; or
(c) Any claim, demand, action, suit, or proceeding (whether civil, criminal, administrative, investigative, or otherwise) by any third party arising out of or relating to any breach, inaccuracy, or failure described in clauses (a) or (b) above.
The indemnification obligations set forth in this Section 7.1 shall survive the termination of this Subscription Agreement, the withdrawal or removal of the Investor as a limited partner, and the dissolution, liquidation, and winding up of the Fund, and shall be in addition to, and not in limitation of, any other rights or remedies available to any Indemnified Party at law, in equity, or otherwise.
ARTICLE VIII — MISCELLANEOUS
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 or permit the application of the laws of any other jurisdiction.
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 Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, the Superior Court of the State of Delaware, New Castle County, or the United States District Court for the District of Delaware). Each of the parties hereto irrevocably consents to the exclusive jurisdiction of such courts and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in such courts and any claim that any such action, suit, or proceeding brought in such courts has been brought in an inconvenient forum.
EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION AGREEMENT.
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 hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, express or implied, relating to such subject matter. In the event of any conflict or inconsistency between the terms of this Subscription Agreement and the terms of the Partnership Agreement, the terms of the Partnership Agreement shall prevail and control, except to the extent otherwise expressly provided in any side letter entered into between the Investor and the General Partner.
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 of warranty or covenant hereunder, or affect in any way any rights arising by virtue of any such prior or subsequent occurrence.
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 portion thereof) had never been contained herein; provided, however, that in such event, this Subscription Agreement shall be interpreted so as to give effect, to the greatest extent consistent with and permitted by applicable law, to the meaning and intent of the provision held invalid, illegal, or unenforceable, as determined by such court. The remaining provisions of this Subscription Agreement shall continue in full force and effect and shall not be affected, impaired, or invalidated in any manner.
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 original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page by facsimile transmission, electronic mail (including PDF or any electronic signature), or other electronic means shall be as effective as delivery of a manually executed counterpart.
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 (receipt requested), or (d) three (3) business days after being mailed by certified or registered mail, return receipt requested, postage prepaid, addressed as follows (or to such other address as the party entitled to notice shall hereafter designate in writing):
If to the Fund or the General Partner:
Harrowgate Fund V GP LLC c/o Harrowgate Capital Partners LLC 1200 Concord Pike, Suite 600 Wilmington, DE 19803
Attention: Catherine E. Loomis, General Counsel & Chief Compliance Officer
Telephone: (302) 555-4100
Email: cloomis@harrowgatecapital.com
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 400 South Ashbury Asset Advisors, Suite 3000 Wilmington, DE 19801
Attention: Graham Sutherland
Telephone: (302) 555-9000
Email: gsutherland@calderwoodharkness.com
If to the Investor:
At the address set forth on the signature page hereto, or at such other address as the Investor may from time to time designate in writing to the General Partner.
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 of the Fund, the General Partner, or the Sponsor in connection with the Investor's investment in the Fund (collectively, "Confidential Information"), subject to disclosures:
(a) required by applicable law, regulation, judicial or governmental process, or the rules of any self-regulatory organization;
(b) to the Investor's directors, officers, members, partners, employees, agents, professional advisors (including, without limitation, legal counsel, accountants, tax advisors, and investment consultants), and representatives who have a need to know such Confidential Information in connection with the Investor's investment in the Fund and who are bound by obligations of confidentiality at least as restrictive as those set forth herein;
(c) to any prospective transferee of the Investor's limited partnership interest, provided that such prospective transferee agrees to be bound by confidentiality obligations at least as restrictive as those set forth herein; and
(d) with the prior written consent of the General Partner.
The obligations set forth in this Section 8.8 shall survive the termination of this Subscription Agreement, the withdrawal or removal of the Investor as a limited partner, and the dissolution, liquidation, and winding up of the Fund.
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 foregoing, each of Calderwood & Harkness LLP (in its capacity as fund counsel to the Fund and the General Partner), Pinnacle Fund Services LLC (in its capacity as fund administrator), and Osprey Capital Markets LLC (in its capacity as placement agent) is an express third-party beneficiary of the representations, warranties, covenants, and agreements of the Investor set forth in this Subscription Agreement and the Investor Questionnaire, solely to the extent that such representations, warranties, covenants, and agreements are relevant to such party's respective role and responsibilities in connection with the Fund. Each such third-party beneficiary shall be entitled to enforce such representations, warranties, covenants, and agreements as if it were a party hereto.
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INVESTOR SIGNATURE PAGE
SUBSCRIPTION AGREEMENT
HARROWGATE PRIVATE EQUITY FUND V LP
The undersigned Investor, by executing this Subscription Agreement, hereby subscribes for a limited partnership interest in Harrowgate Private Equity Fund V LP and agrees to be bound by all of the terms, conditions, representations, warranties, covenants, and agreements set forth herein and in the Partnership Agreement.
Legal Name of Investor: \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\
Type of Entity: Individual Corporation Limited Partnership Limited Liability Company Trust Pension Plan Endowment Sovereign Wealth Fund Other (specify): \\\\\\\\\\\\\\\\\\\\
Jurisdiction of Organization: \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\_
Address:
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Capital Commitment Amount: $\\\\\\\\\\\\\\\\\\\\ (minimum $10,000,000)
Tax Identification Number (EIN or SSN): \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\_
Electronic Delivery Election:
Yes, I elect electronic delivery of all notices, reports, financial statements, Schedule K-1s, capital call notices, distribution notices, and other Communications from the Fund, the General Partner, and the Fund Administrator, including delivery by email and/or posting on the Investor Portal.
Designated email address for electronic delivery: \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\_
No, I request hard-copy delivery of all Communications by mail or courier to the address set forth above.
INVESTOR
By: \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\_
Name: \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\_