SUBSCRIPTION AGREEMENT
HARROWGATE FUND V PARALLEL LP
A Delaware Limited Partnership
CONFIDENTIAL — FOR QUALIFIED PURCHASERS ONLY
This Subscription Agreement (this "Subscription Agreement") constitutes an offer by the undersigned subscriber (the "Subscriber") to subscribe for limited partnership interests (the "Interests") in Harrowgate Fund V Parallel LP, a Delaware limited partnership (the "Parallel Fund" or the "Fund"). This Subscription Agreement should be read in conjunction with the Confidential Private Placement Memorandum dated March 14, 2025 (the "PPM") and the Agreement of Limited Partnership of Harrowgate Fund V Parallel LP, dated as of the date of the initial closing thereunder (as amended, restated, supplemented, or otherwise modified from time to time, the "Partnership Agreement").
The general partner of the Parallel Fund is Harrowgate Fund V GP LLC, a Delaware limited liability company (the "General Partner"), the sole member of which is Harrowgate Capital Partners LLC, a Delaware limited liability company registered as an investment adviser with the U.S. Securities and Exchange Commission (the "Sponsor" or "Harrowgate Capital").
The Parallel Fund is designed to invest alongside Harrowgate Private Equity Fund V LP, a Delaware limited partnership (the "Main Fund"), on a pro rata basis in all portfolio investments. The Parallel Fund is principally intended for certain tax-exempt investors, governmental plans, investors subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and non-U.S. limited partners that require structural separation from the Main Fund for tax, regulatory, or other reasons. The economic terms of the Parallel Fund — including management fees, carried interest, preferred return, and distribution waterfall — are identical to those of the Main Fund as set forth in the Partnership Agreement.
Minimum Commitment: $10,000,000 (subject to reduction or waiver by the General Partner in its sole discretion).
Fund Target Hard Cap: $2,000,000,000 in aggregate commitments across all Fund vehicles, including the Main Fund, the Parallel Fund, Harrowgate Fund V Offshore SLP (a Cayman Islands exempted limited partnership, the "Offshore Feeder"), and HGF V blocker Corp., a Delaware corporation (the "blocker").
Offering Exemption: The Interests are being offered and sold in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506(b) of Regulation D promulgated thereunder. The Parallel Fund is not registered as an investment company under the Investment Company Act of 1940, as amended (the "Investment Company Act"), in reliance on the exclusion from the definition of "investment company" set forth in Section 3(c)(7) of the Investment Company Act. Accordingly, all investors in the Parallel Fund must be "qualified purchasers" as defined in Section 2(a)(51) of the Investment Company Act.
THE INTERESTS OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE INTERESTS ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE INTERESTS MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED, OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH SAID ACT, SUCH LAWS, THE PARTNERSHIP AGREEMENT, AND THIS SUBSCRIPTION AGREEMENT.
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SECTION 1: SUBSCRIPTION AND CAPITAL COMMITMENT
1.1 Subscription
The Subscriber hereby irrevocably subscribes for limited partnership interests in Harrowgate Fund V Parallel LP and commits to contribute capital to the Parallel Fund in the aggregate amount set forth on the Subscriber's signature page hereto (the "Capital Commitment"). The Capital Commitment shall not be less than Ten Million United States Dollars ($10,000,000), unless such minimum is reduced or waived by the General Partner in its sole and absolute discretion. The Subscriber acknowledges that this subscription constitutes a binding and irrevocable commitment to fund capital contributions to the Parallel Fund as and when called by the General Partner in accordance with the terms and conditions of the Partnership Agreement and this Subscription Agreement.
This subscription is submitted to the General Partner for acceptance. The General Partner reserves the right, in its sole and absolute discretion, to accept or reject this subscription in whole or in part, for any reason or for no reason, without liability to the Subscriber. If this subscription is rejected in whole, this Subscription Agreement shall be null and void and of no further force or effect. If this subscription is accepted in part, the Subscriber's Capital Commitment shall be deemed to be the reduced amount accepted by the General Partner, and the Subscriber shall be bound by the terms of this Subscription Agreement with respect to such reduced Capital Commitment.
1.2 Election to Invest Through the Parallel Fund
The Subscriber acknowledges and confirms that it is subscribing for Interests in the Parallel Fund rather than the Main Fund, the Offshore Feeder, or the blocker. The Subscriber represents that it has elected to invest through the Parallel Fund because it falls within one or more of the following categories (check all that apply):
(a) A tax-exempt organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code");
(b) A governmental plan or entity exempt from U.S. federal income tax, including a state or local government pension plan described in Section 414(d) of the Code;
(c) An employee benefit plan or other entity subject to Title I of ERISA, or a plan described in Section 4975(e)(1) of the Code;
(d) A non-U.S. investor (i.e., a person that is not a "United States person" as defined in Section 7701(a)(30) of the Code);
(e) Another investor for which the General Partner has determined, in its sole discretion, that structural separation through the Parallel Fund is appropriate (describe basis: ________).
The Subscriber understands and acknowledges that the Parallel Fund invests alongside the Main Fund on a pro rata basis in all portfolio investments made by the Fund (as defined in the Partnership Agreement to include the Main Fund and all parallel vehicles, collectively) and that the economic terms applicable to the Subscriber's investment — including the management fee, carried interest, preferred return, and distribution waterfall — are identical in all material respects to those applicable to limited partners of the Main Fund, as more fully set forth in the Partnership Agreement. The Subscriber further understands that the General Partner may, in its sole discretion, cause the Parallel Fund to invest in portfolio companies through one or more intermediate holding vehicles, special purpose vehicles, or alternative investment vehicles as it deems appropriate to achieve the structural, tax, or regulatory objectives of the Parallel Fund.
1.3 Acceptance and Closing
This subscription shall become effective upon written acceptance by the General Partner, which acceptance may be evidenced by the General Partner's execution of the General Partner Acceptance Page attached hereto. The Subscriber's admission as a limited partner of the Parallel Fund shall be effective as of the applicable Closing Date (as defined below).
The General Partner anticipates that the first closing of the Parallel Fund (the "First Close") will occur on or about August 15, 2025, or such other date as the General Partner may determine in its sole discretion. Subsequent closings may be held on a rolling basis at the General Partner's discretion for a period of up to eighteen (18) months following the First Close. The final closing (the "Final Close") shall occur no later than February 15, 2027 (the "Final Close Deadline"), unless extended by the General Partner with the consent of a majority-in-interest of the limited partners then admitted to the Parallel Fund.
Subscribers admitted to the Parallel Fund after the First Close (each, a "Subsequent Close Investor") shall, at the time of their admission, make equalizing contributions to the Parallel Fund in an amount determined by the General Partner as necessary to place such Subsequent Close Investor in the same economic position as if it had been admitted at the First Close. Such equalizing contributions shall include interest on the unfunded portion of the Subsequent Close Investor's Capital Commitment that would have been called had such Investor been admitted at the First Close, calculated at the preferred return rate of eight percent (8%) per annum, compounded annually, from the date of the First Close to the date of such Subsequent Close Investor's admission. The General Partner shall provide each Subsequent Close Investor with a detailed calculation of the required equalizing contribution.
1.4 Capital Contributions
Capital contributions shall be called by the General Partner from time to time during the term of the Parallel Fund by delivery to the Subscriber of a written capital call notice (a "Capital Call Notice"). Each Capital Call Notice shall specify: (a) the aggregate amount of capital being called from all limited partners of the Parallel Fund; (b) the Subscriber's pro rata share of such capital call, determined by reference to the Subscriber's Capital Commitment relative to the aggregate Capital Commitments of all limited partners of the Parallel Fund; (c) the purpose for which the capital call is being made (including, without limitation, portfolio investments, management fees, organizational expenses, partnership expenses, and reserves); and (d) the funding deadline, which shall be not less than ten (10) business days after the date of the Capital Call Notice (the "Funding Deadline").
All capital contributions shall be made by wire transfer of immediately available funds in United States Dollars to the Parallel Fund's capital contributions account at Ridgeway Trust Company, in accordance with the wire transfer instructions set forth in Exhibit D attached hereto, or to such other account as the General Partner may designate in writing from time to time. The Subscriber shall include a reference to its name and "Fund V Parallel — Capital Contribution" in the wire transfer instructions to facilitate timely crediting of funds.
The consequences of a Subscriber's failure to fund a capital contribution when due (a "Default"), including the remedies available to the General Partner and the other limited partners, are set forth in Article VIII of the Partnership Agreement, which provisions are incorporated herein by reference. The Subscriber acknowledges that it has reviewed the Default provisions of the Partnership Agreement and understands that the remedies for Default may include, among other things: (i) acceleration of the Subscriber's unfunded Capital Commitment; (ii) forfeiture of up to fifty percent (50%) of the Subscriber's capital account balance; (iii) mandatory sale of the Subscriber's Interests at a discount; (iv) loss of the right to participate in future investments; and (v) liability for damages suffered by the Fund and the other limited partners as a result of the Default.
1.5 Power of Attorney
The Subscriber hereby irrevocably constitutes and appoints the General Partner, Harrowgate Fund V GP LLC, and any of its authorized officers, managers, members, and representatives, individually, as the Subscriber's true and lawful attorney-in-fact, with full power and authority in the Subscriber's name, place, and stead, to execute, acknowledge, swear to, deliver, record, and file, as and where required:
(a) the Partnership Agreement and any amendments, restatements, supplements, or modifications thereto that are adopted in accordance with the terms of the Partnership Agreement;
(b) any certificate of limited partnership or amendment thereto required or permitted to be filed with the Office of the Secretary of State of the State of Delaware or with any other governmental authority;
(c) any other instrument, certificate, agreement, or document that the General Partner deems necessary or appropriate to carry out the purposes of the Partnership Agreement, to qualify or continue the Parallel Fund as a limited partnership in any jurisdiction in which the Parallel Fund conducts or proposes to conduct business, or to comply with applicable law;
(d) any instrument of transfer, assignment, or conveyance necessary to effectuate a dissolution, winding up, or termination of the Parallel Fund; and
(e) any filings, returns, or other documents required to be made with any governmental authority in connection with the existence, qualification, or operation of the Parallel Fund.
This power of attorney is irrevocable and coupled with an interest, shall survive the death, disability, incapacity, dissolution, bankruptcy, or termination of the Subscriber, and shall extend to the Subscriber's successors, assigns, heirs, and legal representatives. The Subscriber agrees to be bound by any action taken by the General Partner acting in good faith pursuant to this power of attorney. This power of attorney shall not be affected by any subsequent disability or incapacity of the Subscriber.
SECTION 2: REPRESENTATIONS AND WARRANTIES OF THE SUBSCRIBER
The Subscriber hereby makes the following representations and warranties to the General Partner and the Fund, each of which is true and correct as of the date hereof and shall be true and correct as of each Closing Date and each date on which the Subscriber makes a capital contribution to the Fund. The Subscriber acknowledges that the General Partner and the Fund are relying on these representations and warranties in accepting this subscription and in conducting the offering of Interests in compliance with applicable securities laws and regulations.
2.1 Organization and Authority
If the Subscriber is an entity (including a corporation, partnership, limited liability company, trust, or other legal entity), the Subscriber represents and warrants that:
(a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization;
(b) it has full power, authority, and legal right to execute, deliver, and perform this Subscription Agreement, to make the Capital Commitment set forth herein, and to consummate the transactions contemplated hereby;
(c) the execution, delivery, and performance of this Subscription Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Subscriber, including, without limitation, the approval of its board of directors, board of trustees, general partner, managing member, investment committee, or other governing body, as applicable;
(d) this Subscription Agreement constitutes the legal, valid, and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity;
(e) the execution, delivery, and performance of this Subscription Agreement and the consummation of the transactions contemplated hereby do not and will not: (i) violate or conflict with the Subscriber's certificate of incorporation, bylaws, certificate of formation, operating agreement, partnership agreement, trust agreement, or other organizational or governing documents; (ii) violate or conflict with any law, statute, rule, regulation, order, judgment, decree, or injunction applicable to the Subscriber; or (iii) result in a breach of, constitute a default under, or require any consent or approval under any contract, agreement, instrument, or obligation to which the Subscriber is a party or by which the Subscriber is bound; and
(f) no consent, approval, authorization, order, registration, qualification, or filing with any governmental authority or any other person or entity is required for the execution, delivery, and performance of this Subscription Agreement by the Subscriber, other than any consent, approval, authorization, order, registration, qualification, or filing that has already been obtained or made.
If the Subscriber is a natural person, the Subscriber represents and warrants that the Subscriber has the legal capacity and authority to execute, deliver, and perform this Subscription Agreement and to make the Capital Commitment set forth herein.
2.2 Accredited Investor Status
The Subscriber represents and warrants that it is an "accredited investor" as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. The Subscriber certifies that it qualifies as an accredited investor under one or more of the following categories (check all that apply):
(a) A bank, as defined in Section 3(a)(2) of the Securities Act, or a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity;
(b) A broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended;
(c) An insurance company as defined in Section 2(a)(13) of the Securities Act;
(d) An investment company registered under the Investment Company Act or a business development company as defined in Section 2(a)(48) of the Investment Company Act;
(e) A Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958;
(f) A plan established and maintained by a state, its political subdivisions, or any agency or instrumentality thereof, for the benefit of its employees, with total assets in excess of $5,000,000;
(g) An employee benefit plan within the meaning of Title I of ERISA if (i) the investment decision is made by a plan fiduciary that is a bank, savings and loan association, insurance company, or registered investment adviser; (ii) the plan has total assets in excess of $5,000,000; or (iii) the plan is a self-directed plan with investment decisions made solely by persons who are accredited investors;
(h) A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;
(i) An organization described in Section 501(c)(3) of the Code, a corporation, a Massachusetts or similar business trust, a partnership, or a limited liability company, not formed for the specific purpose of acquiring the Interests, with total assets in excess of $5,000,000;
(j) A natural person whose individual net worth, or joint net worth with such person's spouse or spousal equivalent, exceeds $1,000,000 (excluding the value of the person's primary residence);
(k) A natural person who had individual income in excess of $200,000 in each of the two most recent years, or joint income with such person's spouse or spousal equivalent in excess of $300,000 in each of those years, and has a reasonable expectation of reaching the same income level in the current year;
(l) A trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Interests, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D;
(m) An entity in which all of the equity owners are accredited investors;
(n) A natural person holding in good standing one or more professional certifications, designations, or credentials (e.g., Series 7, Series 65, or Series 82 license) designated by the SEC;
(o) A "family office" as defined in Rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940, with assets under management in excess of $5,000,000, not formed for the specific purpose of acquiring the Interests, and whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment;
(p) A "family client" of a family office meeting the requirements in clause (o) above, whose prospective investment is directed by such family office pursuant to clause (o) above;
(q) An entity, of a type not listed above, not formed for the specific purpose of acquiring the Interests, owning investments in excess of $5,000,000.
2.3 Qualified Purchaser Status
The Subscriber represents and warrants that it is a "qualified purchaser" as defined in Section 2(a)(51) of the Investment Company Act. This representation is required because the Parallel Fund (and each parallel vehicle within the Fund complex) is relying on the exclusion from the definition of "investment company" under Section 3(c)(7) of the Investment Company Act, which requires that all beneficial owners of the Fund's securities be "qualified purchasers" at the time of their acquisition of such securities. The Subscriber certifies that it qualifies as a qualified purchaser under one or more of the following categories (check all that apply):
(a) A natural person (including any person who holds a joint, community property, or other similar shared ownership interest in an issuer that is excepted under Section 3(c)(7) with that person's qualified purchaser spouse) who owns not less than $5,000,000 in "investments" as defined in Rule 2a51-1(b) under the Investment Company Act;
(b) A company that owns not less than $5,000,000 in "investments" and that is owned directly or indirectly by or for two or more natural persons who are related as siblings or spouse (including former spouses), or direct lineal descendants by birth or adoption, spouses of such persons, the estates of such persons, or foundations, charitable organizations, or trusts established by or for the benefit of such persons (a "family company");
(c) A trust that is not covered by clause (b) above and that was not formed for the specific purpose of acquiring the Interests, as to which each trustee or other person authorized to make decisions with respect to the trust, and each settlor or other person who has contributed assets to the trust, is a qualified purchaser;
(d) A person, acting for its own account or the accounts of other qualified purchasers, who in the aggregate owns and invests on a discretionary basis not less than $25,000,000 in "investments";
(e) A "qualified institutional buyer" as defined in Rule 144A under the Securities Act, acting for its own account, the account of another qualified institutional buyer, or the account of a qualified purchaser, provided that (i) a dealer described in paragraph (a)(1)(ii) of Rule 144A owns and invests on a discretionary basis not less than $25,000,000 in securities of issuers that are not affiliated with the dealer and (ii) a plan referred to in paragraph (a)(1)(i)(D) or (a)(1)(i)(E) of Rule 144A, or a trust fund referred to in paragraph (a)(1)(i)(F) of Rule 144A that holds the assets of such a plan, will not be deemed to be acting for its own account if investment decisions with respect to the plan are made by the beneficiaries of the plan, except with respect to investment decisions made solely by the fiduciary, trustee, or sponsor of such plan.
If the Subscriber is relying on "look-through" provisions to establish qualified purchaser status (e.g., because the Subscriber is an entity formed for the purpose of investing in the Fund), the Subscriber shall provide additional details in the Investor Questionnaire attached hereto as Exhibit A.
2.4 Investment Intent and Transfer Restrictions
The Subscriber represents and warrants that:
(a) it is acquiring the Interests for its own account (or for the account(s) identified in this Subscription Agreement) for investment purposes only, and not with a view to, or for offer or sale in connection with, any distribution or resale thereof, in whole or in part, in violation of the Securities Act or any applicable state or foreign securities laws;
(b) it understands that the Interests have not been, and will not be, registered under the Securities Act or under the securities laws of any state or other jurisdiction, and that the Interests may not be transferred, sold, assigned, pledged, hypothecated, or otherwise disposed of except in compliance with the Securities Act, applicable state and foreign securities laws, the Partnership Agreement (including, without limitation, the transfer restrictions set forth in Article X thereof), and with the prior written consent of the General Partner, which may be withheld in the General Partner's sole and absolute discretion;
(c) it understands that there is no public market for the Interests and that no such market is expected to develop, and that the Subscriber may not be able to liquidate its investment in the Fund and may be required to bear the economic risk of the investment for an indefinite period of time;
(d) any transfer of Interests, if permitted, must comply with the provisions of Article X of the Partnership Agreement, and any transferee must execute and deliver to the General Partner a Form of Transfer (Assignment) Agreement in substantially the form attached to the Partnership Agreement, together with such other documents and instruments as the General Partner may reasonably request; and
(e) it understands and acknowledges that the certificates or instruments representing the Interests, if any, will bear a restrictive legend to the effect that the Interests have not been registered under the Securities Act and may not be offered, sold, transferred, or otherwise disposed of except in compliance with the Securities Act and the Partnership Agreement.
2.5 Tax-Exempt Status Representations (Parallel Fund–Specific)
The Subscriber represents and warrants as follows with respect to its tax-exempt status (check all that apply and provide requested documentation):
(a) The Subscriber is a tax-exempt organization described in Section 501(c)(3) of the Code and has received a determination letter or ruling from the Internal Revenue Service confirming its tax-exempt status. The Subscriber shall provide a copy of such determination letter or ruling as part of its Investor Questionnaire in Exhibit A.
(b) The Subscriber is a governmental plan as defined in Section 3(32) of ERISA or an entity exempt from U.S. federal income tax under Section 115 or another provision of the Code by reason of its status as a state or local governmental entity or instrumentality thereof.
(c) The Subscriber is tax-exempt under another provision of the Code (specify: ________).
(d) The Subscriber is not tax-exempt.
The Subscriber acknowledges and understands that the Parallel Fund structure is designed, in part, to address certain tax considerations applicable to tax-exempt and non-U.S. investors, including, without limitation, concerns relating to unrelated business taxable income ("UBTI") under Sections 511–514 of the Code and effectively connected income ("ECI") under Sections 871(b) and 882 of the Code. However, the Subscriber acknowledges that the General Partner does not provide tax advice and that the Subscriber should consult its own independent tax advisors regarding the tax consequences of its investment in the Parallel Fund, including whether the investment may generate UBTI, ECI, or other taxable income.
The Subscriber further acknowledges that it may also invest through HGF V blocker Corp. (the "blocker") if it requires additional UBTI protection. If the Subscriber has elected, or intends to elect, to invest through the blocker in addition to or instead of a direct investment in the Parallel Fund, the Subscriber should so indicate in the Investor Questionnaire (Exhibit A) and contact the General Partner's investor relations team for additional documentation.
2.6 Non-U.S. Investor Status Representations
If the Subscriber is not a "United States person" as defined in Section 7701(a)(30) of the Code, the Subscriber represents and warrants as follows:
(a) The Subscriber is not a United States person. For these purposes, a "United States person" includes a citizen or resident of the United States, a domestic partnership, a domestic corporation, any estate (other than a foreign estate), or any 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.
(b) The Subscriber's country of tax residence is: ________.
(c) The Subscriber has evaluated, with the assistance of its own independent tax advisors, the potential implications of its investment in the Parallel Fund with respect to ECI under Sections 871(b) and 882 of the Code and withholding under the Foreign Investment in Real Property Tax Act ("FIRPTA") provisions of Sections 897 and 1445 of the Code, and understands that the Parallel Fund's investments may give rise to ECI or FIRPTA-related withholding obligations.
(d) The Subscriber shall provide the applicable IRS Form W-8 (i.e., Form W-8BEN, W-8BEN-E, W-8IMY, or W-8EXP, as applicable to the Subscriber's status and circumstances) as part of its submission of this Subscription Agreement, and shall promptly provide updated forms upon request by the General Partner or the fund administrator, or upon any change in circumstances that would render the previously provided form inaccurate or invalid.
(e) The Subscriber acknowledges that the Offshore Feeder vehicle, Harrowgate Fund V Offshore SLP (a Cayman Islands exempted limited partnership), is also available for non-U.S. investors who prefer a Cayman-domiciled entity for regulatory, tax, or other reasons. The Subscriber confirms that it has elected to invest through the Parallel Fund (a Delaware limited partnership) rather than the Offshore Feeder, and that this election was made after due consideration of the relevant factors in consultation with the Subscriber's own advisors.
2.7 ERISA and Benefit Plan Investor Representations
The Subscriber represents and warrants as follows with respect to its status under ERISA and the Code (check all that apply):
(a) The Subscriber is an "employee benefit plan" as defined in Section 3(3) of ERISA that is subject to Part 4 of Title I of ERISA (a "Title I Plan");
(b) The Subscriber is a "plan" as defined in Section 4975(e)(1) of the Code that is subject to Section 4975 of the Code (including, without limitation, an individual retirement account or a Keogh plan);
(c) The Subscriber is an entity whose underlying assets include "plan assets" by reason of a plan's investment in the entity, as determined under the regulations of the U.S. Department of Labor at 29 C.F.R. § 2510.3-101(f) (as modified by Section 3(42) of ERISA);
(d) The Subscriber is a governmental plan as defined in Section 3(32) of ERISA (which is generally exempt from ERISA but may be subject to similar restrictions under applicable state or local law);
(e) The Subscriber is a church plan as defined in Section 3(33) of ERISA that has not made an election under Section 410(d) of the Code;
(f) None of the foregoing — the Subscriber is not an employee benefit plan, a plan subject to Section 4975 of the Code, an entity holding plan assets, a governmental plan, or a church plan.
If the Subscriber checked (a), (b), or (c) above, the Subscriber further represents and warrants that:
(i) The percentage of the Subscriber's total assets that constitute "plan assets" (as defined in 29 C.F.R. § 2510.3-101(f)) is: __%;
(ii) The identity of the plan fiduciary responsible for the decision to invest in the Parallel Fund is: ________; and
(iii) The decision to invest in the Parallel Fund was made by or under the direction of a fiduciary who is independent of the General Partner, the Sponsor, and their affiliates, and who is qualified to make such investment decisions.
The Subscriber acknowledges that the General Partner intends to monitor and limit the participation of "benefit plan investors" (as defined under 29 C.F.R. § 2510.3-101(f), which includes Title I Plans, plans subject to Section 4975 of the Code, and entities holding plan assets, but excludes governmental plans and church plans) in each class of equity interests in the Parallel Fund to less than twenty-five percent (25%) of such class of equity interests, in order to avoid the assets of the Parallel Fund being treated as "plan assets" for purposes of ERISA and Section 4975 of the Code. The Subscriber acknowledges and agrees that the General Partner may, in its sole discretion, reject or reduce the Subscriber's Capital Commitment if the acceptance of such commitment would cause the Parallel Fund to exceed the twenty-five percent (25%) threshold.
2.8 Anti-Money Laundering / OFAC Representations
The Subscriber represents and warrants that:
(a) Neither the Subscriber nor any person or entity that directly or indirectly owns or controls the Subscriber, or that the Subscriber directly or indirectly owns or controls, is: (i) listed on the Specially Designated Nationals and blocked Persons List ("SDN List") maintained by the Office of Foreign Assets Control ("OFAC") of the U.S. Department of the Treasury; (ii) listed on the Sectoral Sanctions Identifications List, the Foreign Sanctions Evaders List, the Non-SDN Palestinian Legislative Council List, or any other sanctions list maintained by OFAC; (iii) a person located in, organized under the laws of, or ordinarily resident in a country or territory that is the subject of comprehensive U.S. sanctions (as of the date hereof, Cuba, Iran, North Korea, Syria, the Crimea, Donetsk People's Republic, and Luhansk People's Republic regions of Ukraine, and any other country or territory designated by OFAC from time to time); or (iv) otherwise the target of sanctions administered or enforced by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty's Treasury of the United Kingdom, or any other applicable sanctions authority;
(b) The funds used for the Subscriber's Capital Commitment are derived from legitimate sources and do not constitute the proceeds of any illegal activity, including, without limitation, money laundering, drug trafficking, terrorist financing, tax evasion, bribery, or corruption, in violation of the Bank Secrecy Act (31 U.S.C. § 5311 et seq.), the USA PATRIOT Act (Pub. L. 107-56), or any other applicable anti-money laundering statute, regulation, or convention;
(c) The Subscriber has established and maintains an anti-money laundering compliance program that is consistent with applicable law and industry best practices, including, to the extent applicable, the requirements of the Bank Secrecy Act and its implementing regulations; and
(d) The Subscriber agrees to provide all information and documentation requested by Pinnacle Fund Services LLC, the fund administrator (the "Fund Administrator"), or by the General Partner, in connection with AML/KYC verification procedures, including, without limitation, copies of organizational documents, government-issued identification, evidence of the source of funds, and beneficial ownership information. The Subscriber acknowledges that the General Partner and the Fund Administrator may be required to report suspicious transactions to the Financial Crimes Enforcement Network ("FinCEN") or other governmental authorities without notice to the Subscriber.
2.9 Politically Exposed Person (PEP) Status
The Subscriber discloses the following regarding the politically exposed person ("PEP") status of its beneficial owners, directors, and senior management:
No beneficial owner, director, or member of senior management of the Subscriber is a "politically exposed person" as defined by applicable anti-money laundering regulations (generally, a current or former senior government official, including heads of state, senior politicians, senior government or judicial officials, senior military officers, senior executives of state-owned corporations, and important political party officials, as well as their immediate family members and close associates).
One or more beneficial owners, directors, or members of senior management of the Subscriber is a PEP. The Subscriber provides the following details (name, title, position, country, and relationship to the Subscriber):
________________________________________
________________________________________
________________________________________
2.10 FATCA / CRS Self-Certification
The Subscriber provides the following certifications for purposes of compliance with the Foreign Account Tax Compliance Act ("FATCA"), as set forth in Sections 1471–1474 of the Code, and the Common Reporting Standard ("CRS") developed by the Organisation for Economic Co-operation and Development ("OECD"):
FATCA Classification:
U.S. person (complete and attach IRS Form W-9)
Non-U.S. person (complete and attach applicable IRS Form W-8)
If the Subscriber is a non-U.S. entity, indicate the Subscriber's FATCA entity classification:
Participating Foreign Financial Institution ("FFI")
Deemed-Compliant FFI (specify category: ________)
Exempt Beneficial Owner
Active Non-Financial Foreign Entity ("NFFE")
Passive NFFE
Excepted NFFE
Other (specify: ________)
Global Intermediary Identification Number ("GIIN"), if applicable: ________
CRS Self-Certification:
Jurisdiction(s) of tax residence: ________
Taxpayer Identification Number(s): ________
The Subscriber agrees to provide updated FATCA and CRS self-certifications promptly upon any change in circumstances that would affect the accuracy of the certifications provided herein.
2.11 FOIA and Public Records Disclosure
The Subscriber represents as follows regarding its status under freedom of information, open records, or sunshine laws:
The Subscriber is NOT subject to any federal or state freedom of information act, open records law, sunshine law, or similar statute that could require public disclosure of information relating to the Subscriber's investment in the Fund.
The Subscriber IS subject to one or more such statutes (identify applicable statute(s) and jurisdiction(s)): ________
If the Subscriber is subject to public records requirements, the Subscriber acknowledges the confidentiality provisions set forth in Article XII of the Partnership Agreement and in Section 5.1 of this Subscription Agreement. The Subscriber further acknowledges that the General Partner will work in good faith with the Subscriber, to the extent permitted by applicable law, to protect proprietary, confidential, and trade secret information of the Fund from public disclosure. The Subscriber agrees to notify the General Partner promptly upon receipt of any public records request that could require disclosure of information relating to the Fund, the General Partner, the Sponsor, any portfolio company, or any other limited partner, and to cooperate with the General Partner in seeking any available exemptions from disclosure. The terms of any applicable side letter between the Subscriber and the General Partner may contain additional provisions addressing public records obligations.
2.12 Receipt of PPM and Partnership Agreement
The Subscriber confirms and acknowledges that:
(a) it has received and carefully reviewed the Confidential Private Placement Memorandum of Harrowgate Fund V Parallel LP, dated March 14, 2025, together with all exhibits, supplements, and amendments thereto;
(b) it has received and carefully reviewed the Agreement of Limited Partnership of Harrowgate Fund V Parallel LP, together with all exhibits, schedules, and amendments thereto;
(c) it has had the opportunity to ask questions of, and receive answers from, the General Partner, the Sponsor, and their respective representatives concerning the terms and conditions of the offering, the business and operations of the Fund, and the merits and risks of an investment in the Fund, and all such questions have been answered to the Subscriber's satisfaction; and
(d) it has been given access to such additional information, documents, and records concerning the Fund, the General Partner, and the Sponsor as the Subscriber has requested and has deemed necessary or appropriate for purposes of evaluating the merits and risks of the investment.
2.13 Independent Investigation; No Reliance
The Subscriber has conducted its own independent investigation, analysis, and due diligence with respect to the Fund, the General Partner, the Sponsor, and the investment strategy described in the PPM. The Subscriber has consulted with its own legal, tax, financial, and other advisors to the extent the Subscriber has deemed necessary or appropriate. The Subscriber is not relying on any representations, warranties, statements, or information other than those expressly set forth in this Subscription Agreement, the PPM, and the Partnership Agreement. Without limiting the generality of the foregoing, the Subscriber acknowledges that any estimates, projections, or forward-looking statements contained in the PPM or in any other materials provided by the General Partner or the Sponsor are based on assumptions that may not be realized and are subject to significant uncertainties and contingencies, and the Subscriber is not relying on any such estimates, projections, or forward-looking statements.
2.14 Sophistication and Risk Acknowledgment
The Subscriber represents and warrants that:
(a) the Subscriber (or, if the Subscriber is an entity, the persons making the investment decision on behalf of the Subscriber) has such knowledge, sophistication, and experience in financial and business matters, and particularly in private equity investments, that the Subscriber is capable of evaluating the merits and risks of an investment in the Fund;
(b) the Subscriber is able to bear the economic risk of its investment in the Fund for an indefinite period of time, including, without limitation, the risk of losing all or a substantial portion of the Subscriber's Capital Commitment;
(c) the Subscriber understands that an investment in the Fund involves substantial risks, including, without limitation, the risks described in the "Risk Factors" section of the PPM, which include, among others: (i) illiquidity risk; (ii) market and economic risk; (iii) concentration risk; (iv) leverage risk; (v) foreign investment risk; (vi) regulatory and legal risk; (vii) valuation risk; (viii) the absence of a secondary market for the Interests; (ix) the long-term nature of the investment; (x) conflicts of interest; and (xi) the possibility of total loss of investment; and
(d) the Subscriber's investment in the Fund is consistent with the Subscriber's overall investment strategy and asset allocation, and the Subscriber's financial condition is such that the investment will not have a material adverse effect on the Subscriber's financial position.
2.15 No General Solicitation
The Subscriber confirms and represents that:
(a) the Subscriber was not solicited to invest in the Fund through any form of "general solicitation" or "general advertising" within the meaning of Rule 502(c) of Regulation D, including, without limitation, any advertisement, article, notice, or other communication published in any newspaper, magazine, or similar media, or broadcast over television, radio, or the Internet, or any seminar or meeting whose attendees were invited by general solicitation or general advertising;
(b) the Subscriber's decision to invest in the Fund was made on the basis of the PPM, the Partnership Agreement, and the Subscriber's own independent investigation, as described in Section 2.13 above; and
(c) if the Subscriber was introduced to the Fund by Osprey Capital Markets LLC (the "Placement Agent"), the Subscriber acknowledges receipt of the Placement Agent disclosure set forth in Section 5.6 of this Subscription Agreement and in the PPM, including disclosure of the Placement Agent's compensation arrangements with the Sponsor.
Indicate whether the Subscriber was introduced to the Fund by the Placement Agent:
Yes — the Subscriber was introduced to the Fund by Osprey Capital Markets LLC.
No — the Subscriber was not introduced to the Fund by Osprey Capital Markets LLC.
SECTION 3: REPRESENTATIONS AND WARRANTIES OF THE GENERAL PARTNER
The General Partner hereby makes the following representations and warranties to the Subscriber, each of which is true and correct as of the date hereof and as of each Closing Date:
3.1 Organization and Authority
Harrowgate Fund V GP LLC is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware. The sole member of the General Partner is Harrowgate Capital Partners LLC, a Delaware limited liability company that is registered with the U.S. Securities and Exchange Commission as an investment adviser pursuant to the Investment Advisers Act of 1940, as amended (SEC File No. 801-79223; CRD No. 298417). Harrowgate Capital Partners LLC maintains its principal office at 1200 Concord Pike, Suite 600, Wilmington, Delaware 19803.
3.2 Authorization
The General Partner has full power, authority, and legal right to enter into this Subscription Agreement and the Partnership Agreement and to perform its obligations thereunder. The execution, delivery, and performance of this Subscription Agreement and the Partnership Agreement have been duly authorized by all necessary action on the part of the General Partner and its sole member. This Subscription 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, and similar laws affecting creditors' rights generally and to general principles of equity.
3.3 Valid Issuance
Upon acceptance of the Subscriber's subscription hereunder and admission of the Subscriber as a limited partner of the Parallel Fund, the Interests acquired by the Subscriber will be validly issued in accordance with the Partnership Agreement and applicable law. Such Interests will be fully paid and non-assessable, except that the Subscriber shall remain obligated to fund its unfunded Capital Commitment as and when called by the General Partner in accordance with the terms of the Partnership Agreement. The issuance of the Interests will not violate or conflict with any provision of the Partnership Agreement, the certificate of limited partnership of the Parallel Fund, or any applicable law, rule, or regulation.
3.4 Compliance with Securities Laws
The offering and sale of the Interests is being conducted in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder. The General Partner has not engaged in, and will not engage in, any form of general solicitation or general advertising in connection with the offering. The Parallel Fund is not required to register as an "investment company" under the Investment Company Act by reason of the exclusion from the definition of "investment company" set forth in Section 3(c)(7) of the Investment Company Act, and the General Partner has taken and will continue to take all actions reasonably necessary to maintain the availability of such exclusion, including, without limitation, limiting the beneficial owners of the Parallel Fund's securities to "qualified purchasers" as defined in Section 2(a)(51) of the Investment Company Act.
SECTION 4: TERMS OF THE INVESTMENT (SUMMARY CROSS-REFERENCE)
The following is a summary of certain key economic and governance terms applicable to the Subscriber's investment in the Parallel Fund. This summary is qualified in its entirety by reference to the Partnership Agreement, which sets forth the complete terms and conditions governing the Parallel Fund. In the event of any conflict between this summary and the Partnership Agreement, the Partnership Agreement shall control. Capitalized terms used but not defined in this Section 4 have the meanings ascribed to them in the Partnership Agreement.
4.1 Management Fee
The General Partner (or its designee, Harrowgate Capital Partners LLC) shall be entitled to receive an annual management fee from the Parallel Fund, calculated and payable as follows:
(a) During the Investment Period: The management fee shall be one and three-quarters percent (1.75%) per annum of each limited partner's Capital Commitment. The Investment Period shall commence on the date of the Final Close and shall continue for a period of five (5) years, unless earlier terminated in accordance with the Partnership Agreement (including by reason of a Key Person Event or by vote of the limited partners).
(b) After the Investment Period: Following the expiration or early termination of the Investment Period, the management fee shall be one and one-half percent (1.50%) per annum of each limited partner's invested capital (i.e., the cost basis of unrealized portfolio investments, net of the cost basis of portfolio investments that have been realized or written off).
(c) Early Close discount: Limited partners who commit to the Parallel Fund at the First Close shall receive a ten (10) basis point reduction in the management fee rate during the Investment Period, resulting in an effective rate of one and sixty-five hundredths percent (1.65%) per annum on committed capital during the Investment Period.
(d) Large LP discount: Limited partners who commit One Hundred Fifty Million Dollars ($150,000,000) or more to the Fund (across all Fund vehicles) shall receive an additional five (5) basis point reduction in the management fee rate, cumulative with the Early Close discount. Accordingly, a limited partner committing $150,000,000 or more at the First Close would pay an effective management fee rate of one and sixty hundredths percent (1.60%) per annum on committed capital during the Investment Period.
(e) Fee Offset: One hundred percent (100%) of all net transaction fees, monitoring fees, directors' fees, consulting fees, advisory fees, and break-up fees received by the General Partner, the Sponsor, or any of their respective affiliates from portfolio companies of the Fund shall be applied as an offset against the management fee otherwise payable by the limited partners. For purposes of this offset, "net" fees means fees net of any out-of-pocket expenses incurred in connection with the generation of such fees.
The management fee shall be payable quarterly in advance on the first business day of each calendar quarter (or, with respect to any partial quarter, pro rated for the number of days in such partial quarter). The General Partner may call amounts in respect of management fees as part of a capital call.
4.2 Carried Interest and Waterfall
The General Partner (or its designee) shall be entitled to receive a carried interest allocation equal to twenty percent (20%) of the net profits of the Parallel Fund above an eight percent (8%) preferred return (compounded annually). Distributions shall be made in accordance with a European-style (whole-fund) waterfall, as follows:
(a) Return of Capital: First, one hundred percent (100%) to the limited partners, pro rata, until each limited partner has received cumulative distributions equal to its aggregate capital contributions to the Parallel Fund (including contributions used to fund management fees and partnership expenses);
(b) Preferred Return: Second, one hundred percent (100%) to the limited partners, pro rata, until each limited partner has received cumulative distributions providing an internal rate of return of eight percent (8%) per annum (compounded annually) on its aggregate capital contributions;
(c) GP Catch-Up: Third, eighty percent (80%) to the General Partner and twenty percent (20%) to the limited partners, until the General Partner has received cumulative distributions equal to twenty percent (20%) of the sum of the amounts distributed under clauses (b) and (c); and
(d) Residual Split: Thereafter, eighty percent (80%) to the limited partners and twenty percent (20%) to the General Partner.
The General Partner shall be subject to a clawback obligation with respect to any excess carried interest received over the life of the Fund, determined at the time of final liquidation and distribution. The clawback obligation shall be net of taxes actually paid (or reasonably expected to be paid) by the General Partner and the individuals who received carried interest allocations. The clawback obligation shall be personally guaranteed, on a several (and not joint) basis, by Marcus J. Harrowgate, Diana R. Castellano, and Jonathan P. Birch, each in proportion to his or her respective share of carried interest allocations. The terms of the clawback guarantee are set forth in the Partnership Agreement.
4.3 GP Commitment
The General Partner and its affiliates (including the Sponsor and the principals of the Sponsor) shall commit to contribute, in the aggregate, not less than two and one-half percent (2.5%) of the aggregate Capital Commitments of all limited partners across all Fund vehicles. Based on the target hard cap of Two Billion Dollars ($2,000,000,000), the GP Commitment would be Fifty Million Dollars ($50,000,000). The GP Commitment shall be funded on a pro rata basis alongside the limited partners' contributions and shall not be subject to management fees.