Extract to table

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

The Subscriber must execute the signature pages at the end of this Subscription Agreement

The Subscriber must also complete and return the Investor Questionnaire attached hereto as Exhibit A

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's admission to the Partnership shall be effective as of the applicable closing date

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