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SUBSCRIPTION AGREEMENT

HARROWGATE FUND V OFFSHORE SLP

Cayman Islands Exempted Limited Partnership

This document is confidential and is provided to the prospective investor solely in connection with the private offering of exempted limited partnership interests ("Interests") in Harrowgate Fund V Offshore SLP (the "Partnership"), a Cayman Islands exempted limited partnership. This document may not be reproduced or distributed without the prior written consent of Harrowgate Fund V GP LLC, the general partner of the Partnership. By accepting delivery of this document, the prospective investor agrees to return it and all related materials to the General Partner if the prospective investor does not subscribe for Interests in the Partnership or if the subscription is not accepted.

General Partner: Harrowgate Fund V GP LLC, a Delaware limited liability company

Sponsor: Harrowgate Capital Partners LLC

Fund Counsel: Calderwood & Harkness LLP

Date: \\\\\\\\\\\\\\, 2025

INSTRUCTIONS TO SUBSCRIBERS

Prospective investors should carefully read these instructions before completing this Subscription Agreement. Each prospective investor (a "Subscriber") subscribing for exempted limited partnership interests ("Interests") in Harrowgate Fund V Offshore SLP (the "Partnership") must follow the procedures outlined below.

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 true and correct as of the date of execution and will remain true and correct as of the date of the Subscriber's admission to the Partnership.

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 Subscriber's suitability as an investor. The Subscriber should complete all sections of the Investor Questionnaire that are applicable to the Subscriber's circumstances.

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 engaged by the Partnership to process KYC/AML verifications. Required documentation may include, without limitation, certified copies of constitutional and organizational documents, evidence of authority for authorized signatories, government-issued identification for authorized signatories and beneficial owners, proof of address, and source of funds declarations. The Administrator will communicate directly with the Subscriber regarding any additional documentation requirements.

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. Please refer to Exhibit D attached hereto for additional information.

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 Agreement (this "Agreement") is entered into as of the date of acceptance set forth on the signature page hereof, by and between the undersigned investor (the "Subscriber") and Harrowgate Fund V GP LLC, a Delaware limited liability company (the "General Partner"), in its capacity as general partner of Harrowgate Fund V Offshore SLP, a Cayman Islands exempted limited partnership (the "Partnership").

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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 assets alongside Harrowgate Private Equity Fund V LP (the "Main Fund"), a Delaware limited partnership, and Harrowgate Fund V Parallel LP (the "Parallel Fund"), a Delaware limited partnership, on a pro rata basis in accordance with the investment program described in the Confidential Private Placement Memorandum dated \\\\\\\\\\\\\\, 2025 (the "PPM") and the Exempted Limited Partnership Agreement of the Partnership dated as of \\\\\\\\\\\\\\, 2025 (the "Partnership Agreement"). The Main Fund, the Parallel Fund, and the Partnership are collectively referred to herein as the "Fund Complex."

The Partnership's general partner is Harrowgate Fund V GP LLC (the "General Partner"), a Delaware limited liability company whose sole member is Harrowgate Capital Partners LLC ("HCP" or the "Sponsor"). HCP serves as the investment manager of the Fund Complex and is responsible for the sourcing, evaluation, structuring, and monitoring of all investments made by or on behalf of the Partnership.

By executing this Agreement, the Subscriber acknowledges and agrees that this subscription, once accepted by the General Partner, is irrevocable and may not be withdrawn, cancelled, or terminated by the Subscriber except as expressly provided in the Partnership Agreement.

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 provisions governing capital contributions, drawdowns, default remedies, distributions, and the term of the Partnership.

The minimum Capital Commitment for subscription in the Partnership is US$10,000,000, subject to waiver by the General Partner in its sole and absolute discretion. The General Partner may accept subscriptions for lesser amounts from time to time as it deems appropriate.

The aggregate capital commitments across the Fund Complex (including the Main Fund, the Parallel Fund, and the Partnership, together with any co-investment vehicles formed in connection therewith, but excluding committed capital attributable to the General Partner and its affiliates) are subject to a hard cap of US$2,000,000,000 (the "Hard Cap"). The General Partner may not accept aggregate commitments to the Fund Complex in excess of the Hard Cap without the consent of the advisory committee of the Main Fund as set forth in the Partnership Agreement.

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 which the capital contribution is due, and the wire transfer instructions for payment.

All capital contributions shall be made in United States dollars by wire transfer of immediately available funds to the custodian account maintained at Ridgeway Trust Company in accordance with the wire instructions set forth in the applicable Capital Call Notice and in Exhibit D attached hereto.

The Subscriber acknowledges and agrees that the General Partner may establish and utilize a subscription credit facility (a "Subscription Facility") with Ashford National Bank, N.A. (or any successor lender approved by the General Partner) to fund investments, pay Partnership expenses, and satisfy other obligations of the Partnership pending the drawdown of capital contributions from limited partners. The Subscriber's uncalled Capital Commitment may constitute a portion of the borrowing base under the Subscription Facility, and the Subscriber's obligation to fund capital contributions when called shall constitute a primary source of repayment for borrowings under the Subscription Facility. The Subscriber acknowledges that the use of the Subscription Facility may affect the calculation of internal rates of return and other performance metrics, and the Subscriber has reviewed the risk factors relating to the use of leverage and subscription credit facilities set forth in the PPM.

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.

Upon acceptance of this subscription by the General Partner, the Subscriber shall be admitted as a limited partner of the Partnership and shall be bound by the Partnership Agreement and all other agreements, instruments, and documents executed in connection with the Subscriber's admission, including this Agreement and the Joinder attached hereto as Exhibit C.

The Subscriber's admission to the Partnership shall be effective as of the applicable closing date. The initial closing of the Partnership (the "First Close") is targeted for August 15, 2025. Subsequent closings may be held on a rolling basis for up to eighteen (18) months following the First Close, with the final closing deadline being February 15, 2027 (the "Final Close Deadline"). Subscribers admitted after the First Close will be required to make a catch-up contribution (including interest at the rate specified in the Partnership Agreement) with respect to capital previously called from limited partners admitted at prior closings, as more fully described in the Partnership Agreement.

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 has received, reviewed, and had the opportunity to ask questions regarding the Partnership Agreement and the PPM, and that the Subscriber's investment in the Partnership is made on the basis of and in reliance upon the terms and conditions set forth therein. The Subscriber further acknowledges that the terms of the Partnership Agreement (as it may be amended, modified, or supplemented from time to time in accordance with its terms) shall govern the rights, obligations, and interests of the limited partners and the General Partner with respect to the Partnership, and that in the event of any conflict between this Agreement and the Partnership Agreement, the Partnership Agreement shall control (except with respect to the representations, warranties, and agreements of the Subscriber contained herein, which shall survive and remain in effect regardless of any such conflict).

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 on the accuracy and completeness of such representations and warranties in determining the Subscriber's suitability and in structuring the offering to comply with applicable securities laws and regulations.

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 authority to execute, deliver, and perform this Agreement, to subscribe for the Interests, and to perform all of its obligations under this Agreement and under the Partnership Agreement.

The execution, delivery, and performance of this Agreement, and the consummation of the transactions contemplated hereby (including the Subscriber's subscription for the Interests and its admission as a limited partner of the Partnership), have been duly and validly authorized by all necessary corporate, partnership, limited liability company, trust, or other organizational action on the part of the Subscriber. No additional authorization, approval, consent, or other action by or filing with any governmental authority or any other person or entity is required in connection with the execution, delivery, or performance by the Subscriber of this Agreement or the Partnership Agreement, except as may have been obtained or made prior to the date hereof and except as otherwise disclosed in the Investor Questionnaire.

This Agreement constitutes, and upon execution the Partnership Agreement will constitute, a legal, valid, and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, and other similar laws affecting creditors' rights generally and to general principles of equity (whether applied in a proceeding at law or in equity).

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.

(b) The Subscriber is NOT a "United States person" as that term is defined in Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the "Code"). The Subscriber is not a citizen or resident of the United States, a domestic partnership, a domestic corporation, an estate the income of which is subject to United States federal income taxation regardless of its source, or a trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust and (ii) one or more United States persons have the authority to control all substantial decisions of the trust.

(c) The Subscriber was not formed for the purpose of investing in the Partnership and is not acting on behalf of, or as nominee, agent, or conduit for, any U.S. person (as defined in Regulation S or Section 7701(a)(30) of the Code) with respect to its investment in the Partnership.

(d) The Subscriber is acquiring the Interests outside the United States in an "offshore transaction" as that term is defined in Regulation S under the Securities Act. No offer to acquire the Interests was made to the Subscriber in the United States, and the Subscriber was located outside the United States at the time the buy order for the Interests originated.

(e) The Subscriber acknowledges that the Interests have not been and will not be registered under the Securities Act and may not be offered, sold, transferred, pledged, or otherwise disposed of in the United States or to or for the account or benefit of any U.S. person except pursuant to an available exemption from the registration requirements of the Securities Act.

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 Questionnaire attached hereto as Exhibit A, and such information is true, complete, and correct in all respects.

The Subscriber acknowledges that the Partnership relies on the exclusion from the definition of "investment company" provided by Section 3(c)(7) of the 1940 Act, which exclusion requires that all holders of outstanding securities (including Interests) of the Partnership be persons who, at the time of acquisition of such securities, are "qualified purchasers" as defined in Section 2(a)(51) of the 1940 Act. The Subscriber understands that the Partnership has not been and will not be registered as an investment company under the 1940 Act in reliance upon such exclusion, and that the availability of such exclusion depends upon the accuracy of the representations made by each investor in the Partnership with respect to its qualified purchaser status.

The Subscriber has completed the Investor Questionnaire attached hereto as Exhibit A and the information provided therein, including information relating to the Subscriber's qualified purchaser status, is true, complete, and correct as of the date hereof and will be true, complete, and correct as of the date of the Subscriber's admission to the Partnership.

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 all respects.

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, or arrangement to sell, transfer, assign, pledge, hypothecate, or otherwise dispose of all or any part of the Interests.

The Subscriber understands that the Interests have not been registered under the Securities Act or the securities laws of any state or foreign jurisdiction and are being offered and sold in reliance on exemptions from registration under Rule 506(b) of Regulation D under the Securities Act and Regulation S under the Securities Act. The Subscriber acknowledges that the Interests may not be sold, transferred, assigned, pledged, or otherwise disposed of unless such transaction is registered under the Securities Act and all applicable state and foreign securities laws, or is exempt from such registration requirements.

The Subscriber agrees that it will not sell, transfer, assign, pledge, hypothecate, or otherwise dispose of any of the Interests, or any interest therein, except in compliance with the Partnership Agreement and all applicable securities laws, rules, and regulations. The Subscriber acknowledges and agrees to the restrictions on transfer set forth in the Partnership Agreement, including, without limitation, the requirement that any proposed transfer must receive the prior written consent of the General Partner (which consent may be withheld in the General Partner's sole and absolute discretion) and must comply with all applicable legal requirements.

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 this investment. The Subscriber is able to bear the economic risk of an investment in the Partnership for an indefinite period of time, including the risk of a complete loss of such investment, and has adequate means of providing for its current needs and personal contingencies without regard to any return on or distributions from its investment in the Partnership.

The Subscriber has been furnished with, and has carefully reviewed, the PPM, the Partnership Agreement, and any supplements, amendments, or updates thereto provided to the Subscriber prior to the date hereof. The Subscriber has had a meaningful opportunity to ask questions of, and receive answers from, the General Partner, HCP, and their respective authorized representatives concerning the terms and conditions of the offering, the operations and business of the Partnership, and any other matters relevant to the Subscriber's investment. The Subscriber has also had the opportunity to obtain such additional information as it deemed necessary to verify the accuracy and completeness of the information contained in the PPM and the Partnership Agreement.

The Subscriber acknowledges that it has reviewed and understands the risk factors described in the PPM, including, without limitation, the risks associated with: (i) illiquid and long-term investments; (ii) the use of leverage at the fund level and at portfolio company levels; (iii) concentration of investments in a limited number of portfolio companies; (iv) foreign currency risks; (v) the lack of a public market for the Interests; (vi) the possibility that capital calls may exceed the Subscriber's expectations in terms of timing and amount; (vii) potential conflicts of interest involving the General Partner, HCP, and their affiliates; (viii) key person risk; (ix) geopolitical, macroeconomic, and regulatory risks; and (x) the general risks inherent in private equity investments.

The Subscriber acknowledges that neither the General Partner, HCP, Calderwood & Harkness LLP, Osprey Capital Markets LLC, nor any of their respective affiliates, officers, directors, employees, or agents has made any representation or warranty to the Subscriber regarding the tax consequences of the Subscriber's investment in the Partnership, and that the Subscriber has consulted (or has had the opportunity to consult) its own tax, legal, and financial advisors regarding such matters.

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 the Code that is subject to the provisions of Section 4975 of the Code;

(c) an entity whose underlying assets include "plan assets" by reason of any plan's investment in such entity within the meaning of 29 C.F.R. § 2510.3-101(f) (as modified by Section 3(42) of ERISA); or

(d) a governmental plan, church plan, or non-U.S. plan that is subject to provisions of applicable law that are substantially similar to the provisions of Title I of ERISA or Section 4975 of the Code.

The Subscriber IS a benefit plan investor or an entity whose underlying assets include "plan assets" as described above, and the Subscriber has provided additional information regarding its benefit plan investor status in the Investor Questionnaire attached hereto as Exhibit A.

The Subscriber acknowledges that the Partnership intends to limit "benefit plan investors" (as defined in 29 C.F.R. § 2510.3-101(f)(2)) to less than twenty-five percent (25%) of each class of equity interests in the Partnership in order to avoid treatment of the Partnership's assets as "plan assets" under ERISA and the regulations promulgated thereunder. If the acceptance of the Subscriber's subscription would cause the aggregate investment by benefit plan investors in the Partnership to equal or exceed twenty-five percent (25%) of any class of equity interests, the General Partner may, in its sole discretion, reject or reduce the Subscriber's subscription or take such other actions as the General Partner deems necessary or appropriate to maintain compliance with the plan asset regulations.

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. The Subscriber agrees to provide updated or replacement forms promptly upon the occurrence of any event requiring a change in the information previously provided, and in any event, not later than the expiration of the currently effective form.

The Subscriber acknowledges that the Partnership may be subject to United States federal withholding taxes on certain income or gain allocable to non-U.S. partners, including, without limitation: (i) withholding on fixed or determinable annual or periodical income under Sections 1441 and 1442 of the Code; (ii) withholding on effectively connected income ("ECI") under Section 1446 of the Code; and (iii) withholding on gain from the disposition of United States real property interests ("FIRPTA gains") under Section 1445 of the Code. The Subscriber further acknowledges that the General Partner may be required to withhold and remit taxes on the Subscriber's allocable share of such income or gain as required by applicable law, and that any amounts so withheld shall be treated as distributions to the Subscriber for all purposes under the Partnership Agreement.

The Partnership's fiscal year is the calendar year (January 1 through December 31). The Partnership will file IRS Form 1065 (U.S. Return of Partnership Income) with the Internal Revenue Service on an annual basis and will provide Schedule K-1 (Partner's Share of Income, Deductions, Credits, etc.) to each limited partner, including the Subscriber, as soon as practicable following the end of each fiscal year. The Subscriber acknowledges that it may have United States federal income tax filing obligations as a result of its investment in the Partnership and is solely responsible for the payment of any taxes due with respect to its allocable share of Partnership income, gain, deduction, loss, or credit.

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 through 1474 of the Code and the Treasury Regulations promulgated thereunder, and the Common Reporting Standard ("CRS") developed by the Organisation for Economic Co-operation and Development ("OECD") and adopted by the Cayman Islands through the Tax Information Authority Act (as revised) and the Tax Information Authority (International Tax Compliance) (Common Reporting Standard) Regulations (as revised) of the Cayman Islands.

The Subscriber shall promptly notify the General Partner in writing of any change in circumstances that would affect the Subscriber's FATCA classification, CRS classification, or tax residency status, including, without limitation, any change that would render any certification, form, or documentation previously provided by the Subscriber inaccurate or incomplete.

A FATCA/CRS self-certification form is included in Part X of the Investor Questionnaire attached hereto as Exhibit A, and the Subscriber shall complete such form in full.

The Subscriber acknowledges that, in the event that the Subscriber fails to provide the documentation and information required under this Section 2.9, the Partnership may be subject to FATCA withholding at a rate of thirty percent (30%) on certain payments of U.S.-source income, and the General Partner may allocate the cost of any such withholding to the Subscriber's capital account and treat such withheld amounts as distributions to the Subscriber.

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 Department of the Treasury (including the Specially Designated Nationals and blocked Persons List, the Sectoral Sanctions Identifications List, the Foreign Sanctions Evaders List, and any other list of sanctioned or restricted persons), the United Nations Security Council, the European Union (including the Consolidated List of Persons, Groups, and Entities Subject to EU Financial Sanctions), or Her Majesty's Treasury of the United Kingdom, or (ii) located, organized, or resident in any country or territory that is the subject of comprehensive country-wide or territory-wide sanctions (including, as of the date hereof, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk People's Republic, and Luhansk People's Republic regions of Ukraine).

(b) The funds used by the Subscriber to acquire the Interests, including all capital contributions to be made by the Subscriber to the Partnership, are not derived from, and will not be derived from, any unlawful activity, including, without limitation, money laundering, terrorist financing, tax evasion, or any other activity that would constitute a violation of applicable law.

(c) The Subscriber is in compliance with, and will continue to comply with, all applicable anti-money laundering laws and regulations, including, without limitation, the Cayman Islands Proceeds of Crime Act (as revised), the Anti-Money Laundering Regulations (as revised) of the Cayman Islands, The Terrorism Act (as revised) of the Cayman Islands, the Bank Secrecy Act of the United States (31 U.S.C. §§ 5311 et seq.), the USA PATRIOT Act (Pub. L. 107-56), and any regulations or guidance issued by any governmental authority with respect to anti-money laundering matters.

(d) The Subscriber shall provide, promptly upon request, all documentation and information reasonably requested by Pinnacle Fund Services LLC (the "Administrator") for purposes of KYC/AML verification, including, without limitation, certified copies of the Subscriber's constitutional and organizational documents (e.g., certificate of incorporation, memorandum and articles of association, partnership agreement, or trust deed), evidence of authority for authorized signatories (e.g., board resolutions or powers of attorney), government-issued photographic identification of authorized signatories and beneficial owners (e.g., passports or national identity cards), proof of residential address for beneficial owners (e.g., utility bills or bank statements dated within three months), and source of funds and source of wealth declarations.

The General Partner reserves the right, in its sole and absolute discretion, to reject or rescind any subscription, and to redeem the Interests held by any limited partner, if the General Partner determines at any time that the Subscriber or any of its beneficial owners has failed to comply with applicable AML, KYC, or sanctions requirements, or if the General Partner determines that the continued participation of the Subscriber in the Partnership could expose the Partnership, the General Partner, HCP, or any of their affiliates to legal, regulatory, or reputational risk.

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 defined under the Cayman Islands Anti-Money Laundering Regulations (as revised) and the Anti-Money Laundering Guidance Notes issued by the Cayman Islands Monetary Authority. For purposes of this disclosure, a PEP includes: (i) a current or former senior foreign political figure (including heads of state, senior government officials, senior judicial or military officials, senior executives of state-owned enterprises, and officials of political parties); (ii) a current or former senior domestic political figure; and (iii) immediate family members or close associates of any such person.

If PEP status applies to the Subscriber or any of its beneficial owners, directors, or authorized signatories, the General Partner and the Administrator may require enhanced due diligence measures, including, without limitation, senior management approval for the establishment of the business relationship, additional source of funds and source of wealth verification, and ongoing enhanced monitoring of the Subscriber's participation in the Partnership.

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, governmental authority, court, arbitral tribunal, or regulatory body applicable to the Subscriber in its jurisdiction of organization, formation, domicile, or residence, or in any other jurisdiction in which the Subscriber conducts business.

The Subscriber is not subject to any governmental, regulatory, judicial, or other prohibition or restriction on investing in private equity funds, alternative investment vehicles, or in the Partnership specifically. The Subscriber has obtained all governmental, regulatory, corporate, partnership, or other approvals, consents, and authorizations necessary for the Subscriber's investment in the Partnership, including any approvals required by applicable foreign investment laws, exchange control regulations, or other regulatory requirements.

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, institutional, ministerial, or other approvals and authorizations required for the Subscriber's investment in the Partnership, including any approvals required under the Subscriber's enabling legislation, charter, or constitutional documents, and any approvals required by applicable law, regulation, or governmental policy.

(b) The execution, delivery, and performance of this Agreement and the Partnership Agreement by the Subscriber constitutes a private and commercial (and not a governmental or public) act of the Subscriber, and the obligations of the Subscriber hereunder and thereunder are private and commercial obligations of the Subscriber.

(c) The Subscriber hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any and all claims of sovereign immunity, diplomatic immunity, immunity from service of process, immunity from suit, immunity from jurisdiction, immunity from execution or attachment (whether before or after judgment), and any other immunity to which the Subscriber might otherwise be entitled, in any action, suit, or proceeding arising out of or relating to this Agreement, the Partnership Agreement, or the Subscriber's investment in the Partnership, whether such action, suit, or proceeding is brought in a court of the Cayman Islands, the United States, or any other jurisdiction.

The foregoing waiver is subject to any separate provisions that may be agreed upon in a side letter between the General Partner and the Subscriber.

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 is located at 599 Lexington Avenue, 35th Floor, New York, NY 10022. The key contact at Osprey for matters relating to the Partnership is Sandra J. Whitmore, Managing Director.

The Subscriber acknowledges that Osprey will receive a placement fee equal to one and one-quarter percent (1.25%) of the committed capital placed by Osprey with the Fund Complex, which placement fee shall be payable by the Sponsor (HCP) and shall not be borne by the Partnership, the Main Fund, the Parallel Fund, or any limited partner. The Subscriber acknowledges that the payment of such placement fee may create a conflict of interest with respect to Osprey's recommendations regarding the Partnership and the Fund Complex.

The Subscriber shall indicate in Part XI of the Investor Questionnaire attached hereto as Exhibit A whether the Subscriber's investment in the Partnership was solicited, introduced, or otherwise facilitated by Osprey.

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, social media platform, or electronic message board); (b) any mass mailing, email blast, or other form of unsolicited communication directed to persons with whom neither the General Partner, HCP, nor Osprey had a pre-existing, substantive relationship; or (c) any seminar, conference, meeting, or similar event whose attendees were invited by any form of general solicitation or general advertising.

The offering of the Interests is being conducted in reliance on the exemptions from registration provided by Rule 506(b) of Regulation D under the Securities Act and Regulation S under the Securities Act, and no general solicitation or general advertising has been used in connection with the offering of the Interests.

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: (a) determining the Subscriber's eligibility and suitability to invest in the Partnership; (b) structuring the offering of the Interests to comply with the Securities Act, the 1940 Act, Regulation D, Regulation S, and all other applicable federal, state, and foreign securities laws and regulations; (c) complying with applicable anti-money laundering, KYC, sanctions, tax, and other regulatory requirements, including the requirements of the Cayman Islands Monetary Authority and applicable Cayman Islands legislation; and (d) maintaining the Partnership's eligibility for the exclusion from investment company registration under Section 3(c)(7) of the 1940 Act. The Subscriber agrees that if any of the representations, warranties, or agreements contained herein or in the Investor Questionnaire ceases to be true, accurate, or complete in any material respect, the Subscriber shall immediately notify the General Partner in writing.

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 all of its obligations under this Agreement and the Partnership Agreement. The execution, delivery, and performance of this Agreement by the General Partner have been duly and validly authorized by all necessary limited liability company action, and this Agreement constitutes the legal, valid, and binding obligation of the General Partner, enforceable against the General Partner in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, and other similar laws affecting creditors' rights generally and to general principles of equity.

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 applicable securities laws). The Interests will carry the rights, preferences, privileges, and obligations set forth in the Partnership Agreement, including the right to receive distributions, allocations of income, gain, loss, deduction, and credit, and to participate in the governance of the Partnership to the extent provided in the Partnership Agreement.

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 and the Mutual Funds Act, including, without limitation, the filing of audited annual financial statements with CIMA.

HCP is registered with the SEC as an investment adviser under the Investment Advisers Act of 1940, as amended (SEC File No. 801-79223; CRD No. 298417). HCP maintains its registration with the SEC in good standing and is in compliance in all material respects with the requirements of the Investment Advisers Act and the rules and regulations promulgated thereunder.

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 thereunder.

The General Partner will ensure ongoing compliance with all applicable CIMA regulatory requirements, including, without limitation: (a) the maintenance of the Partnership's registration under the Mutual Funds Act; (b) the filing of the Partnership's audited annual financial statements with CIMA within six (6) months of the end of each fiscal year (the Partnership's fiscal year being the calendar year, January 1 through December 31); (c) the payment of all registration fees and other amounts payable to CIMA; (d) the provision of such information and reports to CIMA as may be required from time to time; and (e) the prompt notification to CIMA of any material changes in the information previously provided to CIMA in connection with the Partnership's registration.

The independent auditor of the Partnership is Caldwell, Fitch & Hartley LLP, with offices at 30 Rockefeller Plaza, Suite 4500, New York, NY 10112 (audit engagement partner: Robert A. Fonseca). The Subscriber acknowledges that the General Partner may change the auditor of the Partnership from time to time in accordance with the Partnership Agreement.

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 revised), the Proceeds of Crime Act (as revised), and The Terrorism Act (as revised) of the Cayman Islands, as well as any guidance notes, codes of practice, or directives issued by CIMA or the Cayman Islands government with respect to anti-money laundering and counter-terrorist financing.

The Subscriber must provide all required identification documents, certifications, and supporting information to the Administrator prior to the acceptance of this subscription. The General Partner may delay or refuse acceptance of any subscription pending satisfactory completion of all required AML/KYC checks. No Interests will be issued to the Subscriber, and no subscription monies will be invested on behalf of the Subscriber, until such time as all AML/KYC verification procedures have been completed to the satisfaction of the General Partner and the Administrator.

If the Subscriber fails to provide the required documentation within the time frame specified by the Administrator (or such extended period as the General Partner may permit in its sole discretion), the General Partner may reject the subscription and return any funds received from the Subscriber to the account from which such funds were originally remitted, without interest, and net of any costs or expenses incurred by the Partnership in connection with the processing of the subscription and the return of funds. Neither the General Partner, the Partnership, HCP, nor the Administrator shall be liable to the Subscriber for any loss, damage, cost, or expense arising from the delay or rejection of a subscription due to the Subscriber's failure to provide required AML/KYC documentation.

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, authorized signatories, and contact persons for the following purposes: (a) administering and managing the Partnership and the Subscriber's investment in the Partnership; (b) complying with applicable laws, regulations, and regulatory requirements (including the Cayman Islands Anti-Money Laundering Regulations (as revised), the Proceeds of Crime Act (as revised), The Terrorism Act (as revised), the Mutual Funds Act (as revised), the Tax Information Authority Act (as revised), FATCA, and CRS); (c) communicating with the Subscriber regarding its investment; (d) responding to inquiries from CIMA, the SEC, the IRS, and other governmental and regulatory authorities; and (e) any other purpose reasonably related to the administration of the Partnership.

The processing of personal data described above is carried out in accordance with the Cayman Islands Data Protection Act, 2017 (as revised) (the "Data Protection Act"). The Subscriber acknowledges that personal data may be transferred to, stored in, and processed in jurisdictions outside the Cayman Islands (including the United States), which may not provide the same level of data protection as the Cayman Islands. By executing this Agreement, the Subscriber consents to the processing and transfer of personal data as described herein to the extent such consent is required under the Data Protection Act. The Subscriber further represents and warrants that, to the extent it has provided personal data of its beneficial owners, directors, officers, authorized signatories, or other individuals to the General Partner, the Administrator, or any other service provider in connection with this subscription, it has obtained all necessary consents, authorizations, and permissions from such individuals to permit the processing and disclosure of their personal data as described herein.

ARTICLE V — POWER OF ATTORNEY

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 Subscriber, any and all of the following documents:

(a) the Partnership Agreement and any amendments, modifications, supplements, or restatements thereof, in each case as duly adopted in accordance with the terms of the Partnership Agreement;

(b) any documents, instruments, or certificates required to effectuate the admission of the Subscriber as a limited partner of the Partnership, the admission, withdrawal, or substitution of any limited partner, or the assignment or transfer of any limited partnership interest in the Partnership;

(c) any certificates, declarations, filings, or other documents required to be filed or recorded under the Exempted Limited Partnerships Act (as revised) of the Cayman Islands, or under any other applicable law, regulation, or rule of any jurisdiction, in connection with the formation, registration, qualification, operation, or dissolution of the Partnership;

(d) any instruments, documents, or certificates required in connection with the dissolution, liquidation, termination, or winding up of the Partnership, including any certificates of cancellation or other filings required under the Exempted Limited Partnerships Act (as revised) of the Cayman Islands; and

(e) any other documents or instruments that the General Partner deems necessary or appropriate to carry out the purposes and business of the Partnership and to comply with applicable law.

The power of attorney granted herein is irrevocable and is coupled with an interest by reason of the Subscriber's interest in the Partnership and its obligations under this Agreement and the Partnership Agreement. The power of attorney shall survive the death, disability, incapacity, dissolution, bankruptcy, insolvency, or termination of the Subscriber and shall extend to the Subscriber's heirs, executors, administrators, successors, and assigns. The Subscriber acknowledges and agrees that this power of attorney is a special power of attorney coupled with an interest and is given to secure obligations of the Subscriber under this Agreement and the Partnership Agreement.

ARTICLE VI — INDEMNIFICATION

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 any and all losses, damages, liabilities, claims, actions, suits, proceedings, judgments, penalties, fines, costs, and expenses (including, without limitation, reasonable attorneys' fees, expert witness fees, court costs, and costs of investigation) (collectively, "Losses") arising out of, resulting from, or relating to:

(a) any breach or inaccuracy of any representation, warranty, acknowledgment, or agreement made by the Subscriber in this Agreement or in the Investor Questionnaire attached hereto as Exhibit A, whether such breach or inaccuracy exists as of the date hereof, as of the date of the Subscriber's admission to the Partnership, or at any time thereafter;

(b) any failure by the Subscriber to fulfill, perform, or comply with any obligation, covenant, or undertaking of the Subscriber under this Agreement or the Partnership Agreement, including, without limitation, any failure to make capital contributions when called, any failure to provide required tax forms or documentation, or any failure to comply with the transfer restrictions set forth in the Partnership Agreement;

(c) any inaccuracy, misstatement, or omission in the information provided by the Subscriber to the General Partner, the Partnership, the Administrator, or any other service provider in connection with the Subscriber's subscription for the Interests, including any information provided in the Investor Questionnaire or in connection with AML/KYC verification procedures; or

(d) any claim by any governmental or regulatory authority, taxing authority, or third party arising from or relating to the Subscriber's investment in the Partnership or the Subscriber's failure to comply with applicable law, regulation, or contractual obligation.

The indemnification obligations of the Subscriber under this Section 6.1 shall survive the termination or expiration of this Agreement, the withdrawal, removal, or disassociation of the Subscriber as a limited partner of the Partnership, and the dissolution, liquidation, or winding up of the Partnership.

ARTICLE VII — MISCELLANEOUS

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 matters relating to the internal affairs, organization, formation, and governance of the General Partner (including the fiduciary duties, rights, and obligations of the members, managers, and officers of the General Partner) shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of laws rules, provisions, or principles that would cause the application of the laws of any jurisdiction other than the State of Delaware.

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 organizational documents (including this Agreement) shall be submitted to the exclusive jurisdiction of the courts of the Cayman Islands, or such other dispute resolution mechanism as may be specified in the Partnership Agreement, subject to any separate provisions that may be agreed upon in a side letter between the General Partner and the Subscriber.

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 between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, discussions, and communications, whether oral or written, between the parties with respect to such subject matter. No party hereto has relied on any representation, warranty, covenant, or agreement of any other party hereto other than those expressly set forth in this Agreement and the other documents referenced herein.

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 continuing waiver of the provision so waived. No failure or delay by any party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.

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

SUBSCRIPTION AGREEMENT
HARROWGATE FUND V OFFSHORE SLP
Cayman Islands Exempted Limited Partnership
This document is confidential and is provided to the prospective investor solely in connection with the private offering of exempted limited partnership interests ("Interests") in Harrowgate Fund V Offshore SLP (the "Partnership"), a Cayman Islands exempted limited partnership. This document may not be reproduced or distributed without the prior written consent of Harrowgate Fund V GP LLC, the general partner of the Partnership. By accepting delivery of this document, the prospective investor agrees to return it and all related materials to the General Partner if the prospective investor does not subscribe for Interests in the Partnership or if the subscription is not accepted.
General Partner: Harrowgate Fund V GP LLC, a Delaware limited liability company
Sponsor: Harrowgate Capital Partners LLC
Fund Counsel: Calderwood & Harkness LLP
Date: \\\\\\\\\\\\\\, 2025
INSTRUCTIONS TO SUBSCRIBERS
Prospective investors should carefully read these instructions before completing this Subscription Agreement. Each prospective investor (a "Subscriber") subscribing for exempted limited partnership interests ("Interests") in Harrowgate Fund V Offshore SLP (the "Partnership") must follow the procedures outlined below.
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 true and correct as of the date of execution and will remain true and correct as of the date of the Subscriber's admission to the Partnership.
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 Subscriber's suitability as an investor. The Subscriber should complete all sections of the Investor Questionnaire that are applicable to the Subscriber's circumstances.
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 engaged by the Partnership to process KYC/AML verifications. Required documentation may include, without limitation, certified copies of constitutional and organizational documents, evidence of authority for authorized signatories, government-issued identification for authorized signatories and beneficial owners, proof of address, and source of funds declarations. The Administrator will communicate directly with the Subscriber regarding any additional documentation requirements.
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. Please refer to Exhibit D attached hereto for additional information.
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 Agreement (this "Agreement") is entered into as of the date of acceptance set forth on the signature page hereof, by and between the undersigned investor (the "Subscriber") and Harrowgate Fund V GP LLC, a Delaware limited liability company (the "General Partner"), in its capacity as general partner of Harrowgate Fund V Offshore SLP, a Cayman Islands exempted limited partnership (the "Partnership").
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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 assets alongside Harrowgate Private Equity Fund V LP (the "Main Fund"), a Delaware limited partnership, and Harrowgate Fund V Parallel LP (the "Parallel Fund"), a Delaware limited partnership, on a pro rata basis in accordance with the investment program described in the Confidential Private Placement Memorandum dated \\\\\\\\\\\\\\, 2025 (the "PPM") and the Exempted Limited Partnership Agreement of the Partnership dated as of \\\\\\\\\\\\\\, 2025 (the "Partnership Agreement"). The Main Fund, the Parallel Fund, and the Partnership are collectively referred to herein as the "Fund Complex."
The Partnership's general partner is Harrowgate Fund V GP LLC (the "General Partner"), a Delaware limited liability company whose sole member is Harrowgate Capital Partners LLC ("HCP" or the "Sponsor"). HCP serves as the investment manager of the Fund Complex and is responsible for the sourcing, evaluation, structuring, and monitoring of all investments made by or on behalf of the Partnership.
By executing this Agreement, the Subscriber acknowledges and agrees that this subscription, once accepted by the General Partner, is irrevocable and may not be withdrawn, cancelled, or terminated by the Subscriber except as expressly provided in the Partnership Agreement.
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 provisions governing capital contributions, drawdowns, default remedies, distributions, and the term of the Partnership.
The minimum Capital Commitment for subscription in the Partnership is US$10,000,000, subject to waiver by the General Partner in its sole and absolute discretion. The General Partner may accept subscriptions for lesser amounts from time to time as it deems appropriate.
The aggregate capital commitments across the Fund Complex (including the Main Fund, the Parallel Fund, and the Partnership, together with any co-investment vehicles formed in connection therewith, but excluding committed capital attributable to the General Partner and its affiliates) are subject to a hard cap of US$2,000,000,000 (the "Hard Cap"). The General Partner may not accept aggregate commitments to the Fund Complex in excess of the Hard Cap without the consent of the advisory committee of the Main Fund as set forth in the Partnership Agreement.
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 which the capital contribution is due, and the wire transfer instructions for payment.
All capital contributions shall be made in United States dollars by wire transfer of immediately available funds to the custodian account maintained at Ridgeway Trust Company in accordance with the wire instructions set forth in the applicable Capital Call Notice and in Exhibit D attached hereto.
The Subscriber acknowledges and agrees that the General Partner may establish and utilize a subscription credit facility (a "Subscription Facility") with Ashford National Bank, N.A. (or any successor lender approved by the General Partner) to fund investments, pay Partnership expenses, and satisfy other obligations of the Partnership pending the drawdown of capital contributions from limited partners. The Subscriber's uncalled Capital Commitment may constitute a portion of the borrowing base under the Subscription Facility, and the Subscriber's obligation to fund capital contributions when called shall constitute a primary source of repayment for borrowings under the Subscription Facility. The Subscriber acknowledges that the use of the Subscription Facility may affect the calculation of internal rates of return and other performance metrics, and the Subscriber has reviewed the risk factors relating to the use of leverage and subscription credit facilities set forth in the PPM.
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.
Upon acceptance of this subscription by the General Partner, the Subscriber shall be admitted as a limited partner of the Partnership and shall be bound by the Partnership Agreement and all other agreements, instruments, and documents executed in connection with the Subscriber's admission, including this Agreement and the Joinder attached hereto as Exhibit C.
The Subscriber's admission to the Partnership shall be effective as of the applicable closing date. The initial closing of the Partnership (the "First Close") is targeted for August 15, 2025. Subsequent closings may be held on a rolling basis for up to eighteen (18) months following the First Close, with the final closing deadline being February 15, 2027 (the "Final Close Deadline"). Subscribers admitted after the First Close will be required to make a catch-up contribution (including interest at the rate specified in the Partnership Agreement) with respect to capital previously called from limited partners admitted at prior closings, as more fully described in the Partnership Agreement.
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 has received, reviewed, and had the opportunity to ask questions regarding the Partnership Agreement and the PPM, and that the Subscriber's investment in the Partnership is made on the basis of and in reliance upon the terms and conditions set forth therein. The Subscriber further acknowledges that the terms of the Partnership Agreement (as it may be amended, modified, or supplemented from time to time in accordance with its terms) shall govern the rights, obligations, and interests of the limited partners and the General Partner with respect to the Partnership, and that in the event of any conflict between this Agreement and the Partnership Agreement, the Partnership Agreement shall control (except with respect to the representations, warranties, and agreements of the Subscriber contained herein, which shall survive and remain in effect regardless of any such conflict).
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 on the accuracy and completeness of such representations and warranties in determining the Subscriber's suitability and in structuring the offering to comply with applicable securities laws and regulations.
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 authority to execute, deliver, and perform this Agreement, to subscribe for the Interests, and to perform all of its obligations under this Agreement and under the Partnership Agreement.
The execution, delivery, and performance of this Agreement, and the consummation of the transactions contemplated hereby (including the Subscriber's subscription for the Interests and its admission as a limited partner of the Partnership), have been duly and validly authorized by all necessary corporate, partnership, limited liability company, trust, or other organizational action on the part of the Subscriber. No additional authorization, approval, consent, or other action by or filing with any governmental authority or any other person or entity is required in connection with the execution, delivery, or performance by the Subscriber of this Agreement or the Partnership Agreement, except as may have been obtained or made prior to the date hereof and except as otherwise disclosed in the Investor Questionnaire.
This Agreement constitutes, and upon execution the Partnership Agreement will constitute, a legal, valid, and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, and other similar laws affecting creditors' rights generally and to general principles of equity (whether applied in a proceeding at law or in equity).
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.
(b) The Subscriber is NOT a "United States person" as that term is defined in Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the "Code"). The Subscriber is not a citizen or resident of the United States, a domestic partnership, a domestic corporation, an estate the income of which is subject to United States federal income taxation regardless of its source, or a trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust and (ii) one or more United States persons have the authority to control all substantial decisions of the trust.
(c) The Subscriber was not formed for the purpose of investing in the Partnership and is not acting on behalf of, or as nominee, agent, or conduit for, any U.S. person (as defined in Regulation S or Section 7701(a)(30) of the Code) with respect to its investment in the Partnership.
(d) The Subscriber is acquiring the Interests outside the United States in an "offshore transaction" as that term is defined in Regulation S under the Securities Act. No offer to acquire the Interests was made to the Subscriber in the United States, and the Subscriber was located outside the United States at the time the buy order for the Interests originated.
(e) The Subscriber acknowledges that the Interests have not been and will not be registered under the Securities Act and may not be offered, sold, transferred, pledged, or otherwise disposed of in the United States or to or for the account or benefit of any U.S. person except pursuant to an available exemption from the registration requirements of the Securities Act.
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 Questionnaire attached hereto as Exhibit A, and such information is true, complete, and correct in all respects.
The Subscriber acknowledges that the Partnership relies on the exclusion from the definition of "investment company" provided by Section 3(c)(7) of the 1940 Act, which exclusion requires that all holders of outstanding securities (including Interests) of the Partnership be persons who, at the time of acquisition of such securities, are "qualified purchasers" as defined in Section 2(a)(51) of the 1940 Act. The Subscriber understands that the Partnership has not been and will not be registered as an investment company under the 1940 Act in reliance upon such exclusion, and that the availability of such exclusion depends upon the accuracy of the representations made by each investor in the Partnership with respect to its qualified purchaser status.
The Subscriber has completed the Investor Questionnaire attached hereto as Exhibit A and the information provided therein, including information relating to the Subscriber's qualified purchaser status, is true, complete, and correct as of the date hereof and will be true, complete, and correct as of the date of the Subscriber's admission to the Partnership.
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 all respects.
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, or arrangement to sell, transfer, assign, pledge, hypothecate, or otherwise dispose of all or any part of the Interests.
The Subscriber understands that the Interests have not been registered under the Securities Act or the securities laws of any state or foreign jurisdiction and are being offered and sold in reliance on exemptions from registration under Rule 506(b) of Regulation D under the Securities Act and Regulation S under the Securities Act. The Subscriber acknowledges that the Interests may not be sold, transferred, assigned, pledged, or otherwise disposed of unless such transaction is registered under the Securities Act and all applicable state and foreign securities laws, or is exempt from such registration requirements.
The Subscriber agrees that it will not sell, transfer, assign, pledge, hypothecate, or otherwise dispose of any of the Interests, or any interest therein, except in compliance with the Partnership Agreement and all applicable securities laws, rules, and regulations. The Subscriber acknowledges and agrees to the restrictions on transfer set forth in the Partnership Agreement, including, without limitation, the requirement that any proposed transfer must receive the prior written consent of the General Partner (which consent may be withheld in the General Partner's sole and absolute discretion) and must comply with all applicable legal requirements.
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 this investment. The Subscriber is able to bear the economic risk of an investment in the Partnership for an indefinite period of time, including the risk of a complete loss of such investment, and has adequate means of providing for its current needs and personal contingencies without regard to any return on or distributions from its investment in the Partnership.
The Subscriber has been furnished with, and has carefully reviewed, the PPM, the Partnership Agreement, and any supplements, amendments, or updates thereto provided to the Subscriber prior to the date hereof. The Subscriber has had a meaningful opportunity to ask questions of, and receive answers from, the General Partner, HCP, and their respective authorized representatives concerning the terms and conditions of the offering, the operations and business of the Partnership, and any other matters relevant to the Subscriber's investment. The Subscriber has also had the opportunity to obtain such additional information as it deemed necessary to verify the accuracy and completeness of the information contained in the PPM and the Partnership Agreement.
The Subscriber acknowledges that it has reviewed and understands the risk factors described in the PPM, including, without limitation, the risks associated with: (i) illiquid and long-term investments; (ii) the use of leverage at the fund level and at portfolio company levels; (iii) concentration of investments in a limited number of portfolio companies; (iv) foreign currency risks; (v) the lack of a public market for the Interests; (vi) the possibility that capital calls may exceed the Subscriber's expectations in terms of timing and amount; (vii) potential conflicts of interest involving the General Partner, HCP, and their affiliates; (viii) key person risk; (ix) geopolitical, macroeconomic, and regulatory risks; and (x) the general risks inherent in private equity investments.
The Subscriber acknowledges that neither the General Partner, HCP, Calderwood & Harkness LLP, Osprey Capital Markets LLC, nor any of their respective affiliates, officers, directors, employees, or agents has made any representation or warranty to the Subscriber regarding the tax consequences of the Subscriber's investment in the Partnership, and that the Subscriber has consulted (or has had the opportunity to consult) its own tax, legal, and financial advisors regarding such matters.
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 the Code that is subject to the provisions of Section 4975 of the Code;
(c) an entity whose underlying assets include "plan assets" by reason of any plan's investment in such entity within the meaning of 29 C.F.R. § 2510.3-101(f) (as modified by Section 3(42) of ERISA); or
(d) a governmental plan, church plan, or non-U.S. plan that is subject to provisions of applicable law that are substantially similar to the provisions of Title I of ERISA or Section 4975 of the Code.
The Subscriber IS a benefit plan investor or an entity whose underlying assets include "plan assets" as described above, and the Subscriber has provided additional information regarding its benefit plan investor status in the Investor Questionnaire attached hereto as Exhibit A.
The Subscriber acknowledges that the Partnership intends to limit "benefit plan investors" (as defined in 29 C.F.R. § 2510.3-101(f)(2)) to less than twenty-five percent (25%) of each class of equity interests in the Partnership in order to avoid treatment of the Partnership's assets as "plan assets" under ERISA and the regulations promulgated thereunder. If the acceptance of the Subscriber's subscription would cause the aggregate investment by benefit plan investors in the Partnership to equal or exceed twenty-five percent (25%) of any class of equity interests, the General Partner may, in its sole discretion, reject or reduce the Subscriber's subscription or take such other actions as the General Partner deems necessary or appropriate to maintain compliance with the plan asset regulations.
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. The Subscriber agrees to provide updated or replacement forms promptly upon the occurrence of any event requiring a change in the information previously provided, and in any event, not later than the expiration of the currently effective form.
The Subscriber acknowledges that the Partnership may be subject to United States federal withholding taxes on certain income or gain allocable to non-U.S. partners, including, without limitation: (i) withholding on fixed or determinable annual or periodical income under Sections 1441 and 1442 of the Code; (ii) withholding on effectively connected income ("ECI") under Section 1446 of the Code; and (iii) withholding on gain from the disposition of United States real property interests ("FIRPTA gains") under Section 1445 of the Code. The Subscriber further acknowledges that the General Partner may be required to withhold and remit taxes on the Subscriber's allocable share of such income or gain as required by applicable law, and that any amounts so withheld shall be treated as distributions to the Subscriber for all purposes under the Partnership Agreement.
The Partnership's fiscal year is the calendar year (January 1 through December 31). The Partnership will file IRS Form 1065 (U.S. Return of Partnership Income) with the Internal Revenue Service on an annual basis and will provide Schedule K-1 (Partner's Share of Income, Deductions, Credits, etc.) to each limited partner, including the Subscriber, as soon as practicable following the end of each fiscal year. The Subscriber acknowledges that it may have United States federal income tax filing obligations as a result of its investment in the Partnership and is solely responsible for the payment of any taxes due with respect to its allocable share of Partnership income, gain, deduction, loss, or credit.
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 through 1474 of the Code and the Treasury Regulations promulgated thereunder, and the Common Reporting Standard ("CRS") developed by the Organisation for Economic Co-operation and Development ("OECD") and adopted by the Cayman Islands through the Tax Information Authority Act (as revised) and the Tax Information Authority (International Tax Compliance) (Common Reporting Standard) Regulations (as revised) of the Cayman Islands.
The Subscriber shall promptly notify the General Partner in writing of any change in circumstances that would affect the Subscriber's FATCA classification, CRS classification, or tax residency status, including, without limitation, any change that would render any certification, form, or documentation previously provided by the Subscriber inaccurate or incomplete.
A FATCA/CRS self-certification form is included in Part X of the Investor Questionnaire attached hereto as Exhibit A, and the Subscriber shall complete such form in full.
The Subscriber acknowledges that, in the event that the Subscriber fails to provide the documentation and information required under this Section 2.9, the Partnership may be subject to FATCA withholding at a rate of thirty percent (30%) on certain payments of U.S.-source income, and the General Partner may allocate the cost of any such withholding to the Subscriber's capital account and treat such withheld amounts as distributions to the Subscriber.
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 Department of the Treasury (including the Specially Designated Nationals and blocked Persons List, the Sectoral Sanctions Identifications List, the Foreign Sanctions Evaders List, and any other list of sanctioned or restricted persons), the United Nations Security Council, the European Union (including the Consolidated List of Persons, Groups, and Entities Subject to EU Financial Sanctions), or Her Majesty's Treasury of the United Kingdom, or (ii) located, organized, or resident in any country or territory that is the subject of comprehensive country-wide or territory-wide sanctions (including, as of the date hereof, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk People's Republic, and Luhansk People's Republic regions of Ukraine).
(b) The funds used by the Subscriber to acquire the Interests, including all capital contributions to be made by the Subscriber to the Partnership, are not derived from, and will not be derived from, any unlawful activity, including, without limitation, money laundering, terrorist financing, tax evasion, or any other activity that would constitute a violation of applicable law.
(c) The Subscriber is in compliance with, and will continue to comply with, all applicable anti-money laundering laws and regulations, including, without limitation, the Cayman Islands Proceeds of Crime Act (as revised), the Anti-Money Laundering Regulations (as revised) of the Cayman Islands, The Terrorism Act (as revised) of the Cayman Islands, the Bank Secrecy Act of the United States (31 U.S.C. §§ 5311 et seq.), the USA PATRIOT Act (Pub. L. 107-56), and any regulations or guidance issued by any governmental authority with respect to anti-money laundering matters.
(d) The Subscriber shall provide, promptly upon request, all documentation and information reasonably requested by Pinnacle Fund Services LLC (the "Administrator") for purposes of KYC/AML verification, including, without limitation, certified copies of the Subscriber's constitutional and organizational documents (e.g., certificate of incorporation, memorandum and articles of association, partnership agreement, or trust deed), evidence of authority for authorized signatories (e.g., board resolutions or powers of attorney), government-issued photographic identification of authorized signatories and beneficial owners (e.g., passports or national identity cards), proof of residential address for beneficial owners (e.g., utility bills or bank statements dated within three months), and source of funds and source of wealth declarations.
The General Partner reserves the right, in its sole and absolute discretion, to reject or rescind any subscription, and to redeem the Interests held by any limited partner, if the General Partner determines at any time that the Subscriber or any of its beneficial owners has failed to comply with applicable AML, KYC, or sanctions requirements, or if the General Partner determines that the continued participation of the Subscriber in the Partnership could expose the Partnership, the General Partner, HCP, or any of their affiliates to legal, regulatory, or reputational risk.
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 defined under the Cayman Islands Anti-Money Laundering Regulations (as revised) and the Anti-Money Laundering Guidance Notes issued by the Cayman Islands Monetary Authority. For purposes of this disclosure, a PEP includes: (i) a current or former senior foreign political figure (including heads of state, senior government officials, senior judicial or military officials, senior executives of state-owned enterprises, and officials of political parties); (ii) a current or former senior domestic political figure; and (iii) immediate family members or close associates of any such person.
If PEP status applies to the Subscriber or any of its beneficial owners, directors, or authorized signatories, the General Partner and the Administrator may require enhanced due diligence measures, including, without limitation, senior management approval for the establishment of the business relationship, additional source of funds and source of wealth verification, and ongoing enhanced monitoring of the Subscriber's participation in the Partnership.
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, governmental authority, court, arbitral tribunal, or regulatory body applicable to the Subscriber in its jurisdiction of organization, formation, domicile, or residence, or in any other jurisdiction in which the Subscriber conducts business.
The Subscriber is not subject to any governmental, regulatory, judicial, or other prohibition or restriction on investing in private equity funds, alternative investment vehicles, or in the Partnership specifically. The Subscriber has obtained all governmental, regulatory, corporate, partnership, or other approvals, consents, and authorizations necessary for the Subscriber's investment in the Partnership, including any approvals required by applicable foreign investment laws, exchange control regulations, or other regulatory requirements.
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, institutional, ministerial, or other approvals and authorizations required for the Subscriber's investment in the Partnership, including any approvals required under the Subscriber's enabling legislation, charter, or constitutional documents, and any approvals required by applicable law, regulation, or governmental policy.
(b) The execution, delivery, and performance of this Agreement and the Partnership Agreement by the Subscriber constitutes a private and commercial (and not a governmental or public) act of the Subscriber, and the obligations of the Subscriber hereunder and thereunder are private and commercial obligations of the Subscriber.
(c) The Subscriber hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any and all claims of sovereign immunity, diplomatic immunity, immunity from service of process, immunity from suit, immunity from jurisdiction, immunity from execution or attachment (whether before or after judgment), and any other immunity to which the Subscriber might otherwise be entitled, in any action, suit, or proceeding arising out of or relating to this Agreement, the Partnership Agreement, or the Subscriber's investment in the Partnership, whether such action, suit, or proceeding is brought in a court of the Cayman Islands, the United States, or any other jurisdiction.
The foregoing waiver is subject to any separate provisions that may be agreed upon in a side letter between the General Partner and the Subscriber.
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 is located at 599 Lexington Avenue, 35th Floor, New York, NY 10022. The key contact at Osprey for matters relating to the Partnership is Sandra J. Whitmore, Managing Director.
The Subscriber acknowledges that Osprey will receive a placement fee equal to one and one-quarter percent (1.25%) of the committed capital placed by Osprey with the Fund Complex, which placement fee shall be payable by the Sponsor (HCP) and shall not be borne by the Partnership, the Main Fund, the Parallel Fund, or any limited partner. The Subscriber acknowledges that the payment of such placement fee may create a conflict of interest with respect to Osprey's recommendations regarding the Partnership and the Fund Complex.
The Subscriber shall indicate in Part XI of the Investor Questionnaire attached hereto as Exhibit A whether the Subscriber's investment in the Partnership was solicited, introduced, or otherwise facilitated by Osprey.
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, social media platform, or electronic message board); (b) any mass mailing, email blast, or other form of unsolicited communication directed to persons with whom neither the General Partner, HCP, nor Osprey had a pre-existing, substantive relationship; or (c) any seminar, conference, meeting, or similar event whose attendees were invited by any form of general solicitation or general advertising.
The offering of the Interests is being conducted in reliance on the exemptions from registration provided by Rule 506(b) of Regulation D under the Securities Act and Regulation S under the Securities Act, and no general solicitation or general advertising has been used in connection with the offering of the Interests.
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: (a) determining the Subscriber's eligibility and suitability to invest in the Partnership; (b) structuring the offering of the Interests to comply with the Securities Act, the 1940 Act, Regulation D, Regulation S, and all other applicable federal, state, and foreign securities laws and regulations; (c) complying with applicable anti-money laundering, KYC, sanctions, tax, and other regulatory requirements, including the requirements of the Cayman Islands Monetary Authority and applicable Cayman Islands legislation; and (d) maintaining the Partnership's eligibility for the exclusion from investment company registration under Section 3(c)(7) of the 1940 Act. The Subscriber agrees that if any of the representations, warranties, or agreements contained herein or in the Investor Questionnaire ceases to be true, accurate, or complete in any material respect, the Subscriber shall immediately notify the General Partner in writing.
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 all of its obligations under this Agreement and the Partnership Agreement. The execution, delivery, and performance of this Agreement by the General Partner have been duly and validly authorized by all necessary limited liability company action, and this Agreement constitutes the legal, valid, and binding obligation of the General Partner, enforceable against the General Partner in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, and other similar laws affecting creditors' rights generally and to general principles of equity.
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 applicable securities laws). The Interests will carry the rights, preferences, privileges, and obligations set forth in the Partnership Agreement, including the right to receive distributions, allocations of income, gain, loss, deduction, and credit, and to participate in the governance of the Partnership to the extent provided in the Partnership Agreement.
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 and the Mutual Funds Act, including, without limitation, the filing of audited annual financial statements with CIMA.
HCP is registered with the SEC as an investment adviser under the Investment Advisers Act of 1940, as amended (SEC File No. 801-79223; CRD No. 298417). HCP maintains its registration with the SEC in good standing and is in compliance in all material respects with the requirements of the Investment Advisers Act and the rules and regulations promulgated thereunder.
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 thereunder.
The General Partner will ensure ongoing compliance with all applicable CIMA regulatory requirements, including, without limitation: (a) the maintenance of the Partnership's registration under the Mutual Funds Act; (b) the filing of the Partnership's audited annual financial statements with CIMA within six (6) months of the end of each fiscal year (the Partnership's fiscal year being the calendar year, January 1 through December 31); (c) the payment of all registration fees and other amounts payable to CIMA; (d) the provision of such information and reports to CIMA as may be required from time to time; and (e) the prompt notification to CIMA of any material changes in the information previously provided to CIMA in connection with the Partnership's registration.
The independent auditor of the Partnership is Caldwell, Fitch & Hartley LLP, with offices at 30 Rockefeller Plaza, Suite 4500, New York, NY 10112 (audit engagement partner: Robert A. Fonseca). The Subscriber acknowledges that the General Partner may change the auditor of the Partnership from time to time in accordance with the Partnership Agreement.
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 revised), the Proceeds of Crime Act (as revised), and The Terrorism Act (as revised) of the Cayman Islands, as well as any guidance notes, codes of practice, or directives issued by CIMA or the Cayman Islands government with respect to anti-money laundering and counter-terrorist financing.
The Subscriber must provide all required identification documents, certifications, and supporting information to the Administrator prior to the acceptance of this subscription. The General Partner may delay or refuse acceptance of any subscription pending satisfactory completion of all required AML/KYC checks. No Interests will be issued to the Subscriber, and no subscription monies will be invested on behalf of the Subscriber, until such time as all AML/KYC verification procedures have been completed to the satisfaction of the General Partner and the Administrator.
If the Subscriber fails to provide the required documentation within the time frame specified by the Administrator (or such extended period as the General Partner may permit in its sole discretion), the General Partner may reject the subscription and return any funds received from the Subscriber to the account from which such funds were originally remitted, without interest, and net of any costs or expenses incurred by the Partnership in connection with the processing of the subscription and the return of funds. Neither the General Partner, the Partnership, HCP, nor the Administrator shall be liable to the Subscriber for any loss, damage, cost, or expense arising from the delay or rejection of a subscription due to the Subscriber's failure to provide required AML/KYC documentation.
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, authorized signatories, and contact persons for the following purposes: (a) administering and managing the Partnership and the Subscriber's investment in the Partnership; (b) complying with applicable laws, regulations, and regulatory requirements (including the Cayman Islands Anti-Money Laundering Regulations (as revised), the Proceeds of Crime Act (as revised), The Terrorism Act (as revised), the Mutual Funds Act (as revised), the Tax Information Authority Act (as revised), FATCA, and CRS); (c) communicating with the Subscriber regarding its investment; (d) responding to inquiries from CIMA, the SEC, the IRS, and other governmental and regulatory authorities; and (e) any other purpose reasonably related to the administration of the Partnership.
The processing of personal data described above is carried out in accordance with the Cayman Islands Data Protection Act, 2017 (as revised) (the "Data Protection Act"). The Subscriber acknowledges that personal data may be transferred to, stored in, and processed in jurisdictions outside the Cayman Islands (including the United States), which may not provide the same level of data protection as the Cayman Islands. By executing this Agreement, the Subscriber consents to the processing and transfer of personal data as described herein to the extent such consent is required under the Data Protection Act. The Subscriber further represents and warrants that, to the extent it has provided personal data of its beneficial owners, directors, officers, authorized signatories, or other individuals to the General Partner, the Administrator, or any other service provider in connection with this subscription, it has obtained all necessary consents, authorizations, and permissions from such individuals to permit the processing and disclosure of their personal data as described herein.
ARTICLE V — POWER OF ATTORNEY
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 Subscriber, any and all of the following documents:
(a) the Partnership Agreement and any amendments, modifications, supplements, or restatements thereof, in each case as duly adopted in accordance with the terms of the Partnership Agreement;
(b) any documents, instruments, or certificates required to effectuate the admission of the Subscriber as a limited partner of the Partnership, the admission, withdrawal, or substitution of any limited partner, or the assignment or transfer of any limited partnership interest in the Partnership;
(c) any certificates, declarations, filings, or other documents required to be filed or recorded under the Exempted Limited Partnerships Act (as revised) of the Cayman Islands, or under any other applicable law, regulation, or rule of any jurisdiction, in connection with the formation, registration, qualification, operation, or dissolution of the Partnership;
(d) any instruments, documents, or certificates required in connection with the dissolution, liquidation, termination, or winding up of the Partnership, including any certificates of cancellation or other filings required under the Exempted Limited Partnerships Act (as revised) of the Cayman Islands; and
(e) any other documents or instruments that the General Partner deems necessary or appropriate to carry out the purposes and business of the Partnership and to comply with applicable law.
The power of attorney granted herein is irrevocable and is coupled with an interest by reason of the Subscriber's interest in the Partnership and its obligations under this Agreement and the Partnership Agreement. The power of attorney shall survive the death, disability, incapacity, dissolution, bankruptcy, insolvency, or termination of the Subscriber and shall extend to the Subscriber's heirs, executors, administrators, successors, and assigns. The Subscriber acknowledges and agrees that this power of attorney is a special power of attorney coupled with an interest and is given to secure obligations of the Subscriber under this Agreement and the Partnership Agreement.
ARTICLE VI — INDEMNIFICATION
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 any and all losses, damages, liabilities, claims, actions, suits, proceedings, judgments, penalties, fines, costs, and expenses (including, without limitation, reasonable attorneys' fees, expert witness fees, court costs, and costs of investigation) (collectively, "Losses") arising out of, resulting from, or relating to:
(a) any breach or inaccuracy of any representation, warranty, acknowledgment, or agreement made by the Subscriber in this Agreement or in the Investor Questionnaire attached hereto as Exhibit A, whether such breach or inaccuracy exists as of the date hereof, as of the date of the Subscriber's admission to the Partnership, or at any time thereafter;
(b) any failure by the Subscriber to fulfill, perform, or comply with any obligation, covenant, or undertaking of the Subscriber under this Agreement or the Partnership Agreement, including, without limitation, any failure to make capital contributions when called, any failure to provide required tax forms or documentation, or any failure to comply with the transfer restrictions set forth in the Partnership Agreement;
(c) any inaccuracy, misstatement, or omission in the information provided by the Subscriber to the General Partner, the Partnership, the Administrator, or any other service provider in connection with the Subscriber's subscription for the Interests, including any information provided in the Investor Questionnaire or in connection with AML/KYC verification procedures; or
(d) any claim by any governmental or regulatory authority, taxing authority, or third party arising from or relating to the Subscriber's investment in the Partnership or the Subscriber's failure to comply with applicable law, regulation, or contractual obligation.
The indemnification obligations of the Subscriber under this Section 6.1 shall survive the termination or expiration of this Agreement, the withdrawal, removal, or disassociation of the Subscriber as a limited partner of the Partnership, and the dissolution, liquidation, or winding up of the Partnership.
ARTICLE VII — MISCELLANEOUS
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 matters relating to the internal affairs, organization, formation, and governance of the General Partner (including the fiduciary duties, rights, and obligations of the members, managers, and officers of the General Partner) shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of laws rules, provisions, or principles that would cause the application of the laws of any jurisdiction other than the State of Delaware.
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 organizational documents (including this Agreement) shall be submitted to the exclusive jurisdiction of the courts of the Cayman Islands, or such other dispute resolution mechanism as may be specified in the Partnership Agreement, subject to any separate provisions that may be agreed upon in a side letter between the General Partner and the Subscriber.
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 between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, discussions, and communications, whether oral or written, between the parties with respect to such subject matter. No party hereto has relied on any representation, warranty, covenant, or agreement of any other party hereto other than those expressly set forth in this Agreement and the other documents referenced herein.
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 continuing waiver of the provision so waived. No failure or delay by any party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.
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

SUBSCRIPTION AGREEMENT

HARROWGATE FUND V OFFSHORE SLP

INSTRUCTIONS TO SUBSCRIBERS

SUBSCRIPTION AGREEMENT

HARROWGATE FUND V OFFSHORE SLP

Record

Parties

Dates

Amounts