IMPORTANT INVESTMENT RISKS AND DISCLAIMERS

GENERAL INVESTMENT RISKS

Loss of Principal: All investments involve the risk of loss. You may lose some or all of your invested capital. Past performance does not guarantee future results, and no assurance can be given that HPG Partnership will achieve its investment objectives or avoid substantial losses.

Market Risk: The value of investments may fluctuate due to general market conditions, economic factors, political events, and industry-specific developments. Securities prices can be volatile and may decline significantly over short or extended periods.

Concentration Risk: HPG Partnership maintains a focused investment approach with concentrated positions in securities, vending business acquisitions, and growth equity investments. This concentration increases risk as poor performance in any single investment or sector may significantly impact overall portfolio performance.

Liquidity Risk: Certain investments, particularly private equity positions and business acquisitions, may be illiquid and difficult to sell quickly. Investors may not be able to withdraw capital on short notice, and redemptions may be subject to significant delays or restrictions.

Management Risk: Investment performance depends on the skill and judgment of HPG Partnership’s management. Poor investment decisions, inadequate risk management, or operational failures could result in significant losses.

SPECIFIC INVESTMENT RISKS

Securities & Equities

• Market volatility and economic downturns
• Company-specific risks including bankruptcy, fraud, or management failures
• Currency risk for international investments
• Interest rate sensitivity and inflation impact

Vending Business Acquisitions

• Location risk and foot traffic dependency
• Equipment obsolescence and maintenance costs
• Regulatory changes affecting vending operations
• Competition and market saturation
• Cash handling and theft risks

Growth Equity & Private Equity

• Illiquidity and long investment horizons (3-7 years typical)
• Limited operating history of portfolio companies
• Management team dependency
• Exit strategy uncertainty
• Valuation complexity and potential overvaluation

REGULATORY AND LEGAL DISCLOSURES

Investor Qualification Requirements: Partnership interests are offered to qualified investors under Regulation D of the Securities Act of 1933:

• Accredited Investors: Must meet specific income ($200,000+ individual, $300,000+ joint) or net worth ($1,000,000+ excluding primary residence) thresholds as defined under Rule 501(a).
• Sophisticated Non-Accredited Investors: Limited to a maximum of 35 non-accredited investors who, either alone or with their purchaser representative, have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of the investment. Such investors must receive detailed disclosure documents including audited financial statements and must be able to bear the economic risk of the investment.

Private Placement Restrictions: Partnership interests have not been registered with the Securities and Exchange Commission and are offered pursuant to private placement exemptions. These securities cannot be readily transferred or sold and may be subject to holding period restrictions.

Limited Partnership Structure: HPG Partnership operates as a limited partnership. Limited partners have no management control and rely entirely on the General Partner’s investment decisions. Limited partners and investors may have limited voting rights on major partnership matters.

Disclosure Requirements: Non-accredited sophisticated investors are entitled to receive substantially the same information as accredited investors, including:

• Audited financial statements of the partnership (if required)
• Private Placement Memorandum with detailed risk disclosures
• Partnership Agreement terms and conditions
• Information about the General Partner’s background and experience
• Right to ask questions and receive answers about the investment

35-Investor Limitation: Under Rule 506(b), the partnership is limited to 35 non-accredited investors during any 12-month period. These investors must be “sophisticated” as defined by securities regulations.

FEE STRUCTURE AND COMPENSATION

Management Fees: A Performance-Based Standard

For the first year for investors’ management fees are waived. At the end of the first fiscal year of the investor’s on-boarding if HPG Partnership doesn’t perform to the standard benchmark’s performance, the following fiscal year the management fee will be waived. Barring any underperformance after year 1 of the new investor on-boarding, per the second year, the management fee goes into effect at 2% of AUM annually at the end of Q4.

Performance Fees:

Long-Term Equity Capital Gains- Net long-term capital gains derived from stock market investments will be allocated 70% to the investor (John Doe) and 30% to the Managing Partner (Tyler Moorehead). The allotted 30% for the MP is only allocated when long-term capital gains (Positions Held 1-Year or More) reach +15% or more.

Short-Term Equity Capital Gains- Net short-term capital gains derived from stock market investments will be allocated 50% to the investor and 50% to the Managing Partner (Tyler Moorehead).

Other Expenses: Partnership bears all operating expenses including legal, accounting, custodial, and administrative costs, which may reduce returns.

Fee Calculation: Fees are calculated and charged [quarterly/annually] based on net asset value. Performance fees may create incentive for excessive risk-taking.

OPERATIONAL AND BUSINESS RISKS

Limited Operating History: HPG Partnership was established in 2022 with limited operational history. Historical performance may not be indicative of future results.

Key Person Risk: The partnership’s performance depends heavily on [MP Tyler Moorehead]. Loss of key personnel could materially impact investment performance.

Scalability Risk: Investment strategies that work at current asset levels may not be effective as the partnership grows larger.

Counterparty Risk: Risk of loss from counterparty default in securities transactions, banking relationships, or business partnerships.

TAX CONSIDERATIONS

Pass-Through Taxation: As a limited partnership, HPG Partnership is a pass-through entity for tax purposes. Partners receive K-1 forms and are responsible for reporting their share of partnership income, gains, losses, and deductions on their individual tax returns.

Tax Timing: Partners may be required to pay taxes on partnership income even if no cash distributions are made. This could result in tax obligations without corresponding cash flow.

UBTI Risk: Certain partnership activities may generate Unrelated Business Taxable Income (UBTI), which could have adverse tax consequences for tax-exempt investors.

State Tax Implications: Partnership operations may create tax filing obligations in multiple states.

INVESTOR SUITABILITY AND REQUIREMENTS

Investor Suitability Requirements:

For Accredited Investors: Should have sufficient liquid assets to meet financial obligations independent of partnership investment. Partnership investments should represent only a portion of overall investment portfolio.

For Non-Accredited Sophisticated Investors: Must demonstrate sufficient knowledge and experience in financial and business matters to evaluate investment risks and merits. Must be able to afford complete loss of investment and should not represent more than 10% of investor’s net worth. May be required to provide additional financial documentation and complete suitability questionnaires.

Risk Tolerance: Suitable only for investors who can tolerate significant volatility and potential loss of principal. Investors should have long-term investment horizons and not require immediate liquidity.

Investment Knowledge: Investors should have sufficient knowledge and experience in financial matters to evaluate the risks and merits of the investment.

CONFLICTS OF INTEREST

General Partner Interests: The General Partner may have financial interests that conflict with limited partners’ interests, including compensation arrangements and personal investments.

Related Party Transactions: The partnership may engage in transactions with affiliated entities, which may present conflicts of interest.

Allocation of Opportunities: The General Partner may have access to investment opportunities that are not allocated to the partnership.

FORWARD-LOOKING STATEMENTS

This disclosure contains forward-looking statements regarding expected returns, investment strategies, and market conditions. These statements are based on current expectations and assumptions and are subject to risks and uncertainties. Actual results may differ materially from those projected.

ADDITIONAL IMPORTANT INFORMATION

Limited Liability: Limited partners’ liability is generally limited to their capital contributions, but this protection may not extend to all circumstances.

Transfer Restrictions: Partnership interests may not be transferred without General Partner consent and compliance with securities laws.

Redemption Limitations: Investors may not be able to redeem their interests on demand and may be required to provide significant advance notice.

Confidentiality: Partnership information is confidential and should not be disclosed to third parties without authorization.

REGULATORY FILINGS AND COMPLIANCE

HPG Partnership files required reports with applicable regulatory authorities and maintains compliance with relevant securities laws. The partnership is subject to examination by regulatory authorities.

INVESTOR ACKNOWLEDGMENT

By investing in HPG Partnership, LP, you acknowledge that you:

• Have read and understood all risk disclosures
• Meet either accredited investor requirements OR qualify as a sophisticated non-accredited investor
• Understand the illiquid nature of the investment
• Have consulted with appropriate tax, legal, and financial advisors (or waive this requirement in writing)
• Can afford the complete loss of your investment
• Understand that past performance does not predict future results
• For non-accredited investors: Acknowledge receipt of all required disclosure documents and confirm your sophistication in financial matters

Last Updated: August 25, 2025
For Questions: Contact HPG Partnership at invest@hpgpartnership.com

This disclosure is not exhaustive and does not constitute investment advice. Prospective investors should consult the Partnership Agreement and Private Placement Memorandum for complete terms and conditions.