Common use of Acceptance of Subscription; Closings Clause in Contracts

Acceptance of Subscription; Closings. This Subscription Agreement is made subject to the following terms and conditions: (a) The Company shall have the right to accept or reject the Subscriber’s subscription, in whole or in part, for any reason, including, without limitation, (i) the inability of the Subscriber to meet the standards imposed by Regulation D promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), (ii) the ineligibility of the Subscriber under applicable state or foreign securities laws or (iii) for any other reason. (b) If the Subscriber’s subscription is accepted in part and rejected in part, the Subscriber will be so notified and the Subscriber agrees to deliver promptly upon the Company’s request a new signature page to this Subscription Agreement with respect to which the Subscriber’s Capital Commitment shall be such lesser amount as may be determined by the Company. (c) If the Subscriber’s subscription is wholly rejected, the executed copies of this Subscription Agreement will be returned to the Subscriber. (d) The closing of the subscription for the Shares by the Subscriber (the “Closing”) shall take place on the date that this Subscription Agreement (having been executed and fully completed by the Subscriber) is accepted in whole or in part by the Company (such date being the date filled in by the Company on the signature page hereto). On the date of the receipt of the Subscriber’s first Drawdown Purchase, assuming the Closing has taken place, the Subscriber shall be registered as a stockholder of the Company (a “Stockholder”). (e) The Subscriber agrees to provide any information reasonably requested by the Company to verify the accuracy of the representations contained herein, including the Investor Questionnaire attached hereto as Appendix A (the “Investor Questionnaire”). (f) In the event that the Subscriber is permitted by the Company to make an additional capital commitment to purchase Shares on a date after its initial subscription has been accepted, the Subscriber shall be required to enter into an addendum to this Subscription Agreement covering such additional capital commitment.

Acceptance of Subscription; Closings. This Subscription Agreement is made subject to the following terms and conditions: (a) The Each Company shall have the right right, in its absolute discretion, to accept or reject the Subscriber’s subscription, this subscription in whole or in part, in any order (relative to Other Investors), at any time for any reason, including, without limitation, (i) the inability of the Subscriber to meet the standards imposed by Regulation D promulgated by the Securities and Exchange Commission SEC under the U.S. Securities Act of 1933, as amended (together with the rules and regulations thereunder, the “Securities Act”), (ii) the ineligibility of the Subscriber under applicable state or foreign securities laws or (iii) for any other reason, notwithstanding prior receipt by you of notice of acceptance of your subscription. (b) If the Subscriber’s subscription is accepted in part and rejected in part, the Subscriber will shall be so notified and the Subscriber agrees to deliver promptly upon the a Company’s request a new signature page to this Subscription Agreement with respect to which the Subscriber’s Capital Commitment shall be such lesser amount as may be determined by the a Company. (c) If the Subscriber’s subscription is wholly rejected, the executed copies of this Subscription Agreement will shall be returned to the Subscriber. (d) The closing of the subscription for the Shares by the Subscriber (the “Closing”) shall take place on the date that this Subscription Agreement (having been executed properly and fully completed and signed by the Subscriber) is accepted in whole or in part by the relevant Company or Companies (such date being the date filled in by the Company of such acceptance, which shall be indicated on the signature page hereto). On , being hereinafter referred to as the date of the receipt of the Subscriber’s first Drawdown Purchase, assuming the “Closing has taken place, the Subscriber shall be registered as a stockholder of the Company (a “StockholderDate”). (e) Each Company may hold, subject to the sole discretion of such Company’s Board of Directors (the “Board”), and expects to hold, a number of closings subsequent to the Initial Drawdown Date (as defined below) (each date on which a subsequent closing is held, a “Subsequent Closing Date”). In the event that the Subscriber is permitted by such Company to increase its Commitment on any Subsequent Closing Date, the Subscriber shall be required to enter into an addendum to this Subscription Agreement covering such additional capital commitment and shall be treated as if it were making a new capital commitment to such Company and be required to pay the relevant Catch-Up Purchase Price (as defined below) on one or more of the subsequent Catch-Up Dates in accordance with Section 3(c) below. (f) The Subscriber agrees to provide any information reasonably requested by the a Company to verify the accuracy of the representations contained herein, including the Investor Questionnaire attached hereto as Appendix A (the “Investor Questionnaire”). (fg) In the event that the Unless otherwise communicated to Subscriber is permitted by a Company, including through a Memorandum, Subscriber’s subscription will be deemed accepted by the relevant Company to make an additional capital commitment to purchase Shares on upon the earlier of the following: (a) the execution of a date after its initial subscription has been accepted, the Subscriber shall be required to enter into an addendum counterpart signature page to this Subscription Agreement covering by or on behalf of the Company and (b) two (2) Business Days prior to the time Shares are first issued to Subscriber. Subscriber acknowledges and agrees that if Subscriber’s subscription to purchase such additional capital commitmentShares is accepted in whole or in part, (a) Subscriber will, with no further action on Subscriber’s part, become a Shareholder, (b) Subscriber agrees with the Company, with the other Shareholders of the Company and with other subscribers admitted to the Company either at or after the date of Subscriber’s admission that, with effect from such admission, Subscriber and such persons will be bound by and will comply with the provisions, terms and obligations of an investment in the Company as described in the Memorandum, the Charter and the Bylaws, and (c) Subscriber will be irrevocably and unconditionally obligated to purchase Shares, at the times and as contemplated by the Charter, the Bylaws and the Memorandum, in a total amount equal to the amount of the accepted portion of the “Capital Commitment” listed in this Subscription Agreement.

Acceptance of Subscription; Closings. This Subscription Agreement is made subject to the following terms and conditions: (a) The Company Fund shall have the right right, in its sole discretion, to accept or reject the Subscriber’s subscription, in whole or in part, for any reason, including, without limitation, (i) the inability of the Subscriber to meet the standards imposed by Regulation D and/or Regulation S promulgated by the Securities and Exchange Commission SEC under the U.S. Securities Act of 1933, as amended (the “Securities Act”), (ii) the ineligibility of the Subscriber under applicable state or foreign securities laws or (iii) for any other reason. Notwithstanding anything to the contrary contained herein, the Subscriber may elect to void this Subscription Agreement by providing written notice to the board of directors of the Fund (the “Board”) no later than the date that is two business days prior to the Closing (as defined below). The Subscriber hereby acknowledges that failure to notify the Board of its election to void this Subscription Agreement in writing by the date that is two business days prior to the Closing, to the fullest extent permitted by law, will result in the Subscriber being deemed to have waived such rights. (b) If the Subscriber’s subscription is accepted in part and rejected in part, the Subscriber will be so notified and the Subscriber agrees to deliver promptly upon the CompanyFund’s request a new signature page to this Subscription Agreement with respect to which the Subscriber’s Capital Commitment shall be such lesser dollar amount of Shares to be purchased as may be determined by the CompanyFund. (c) If the Subscriber’s subscription is wholly rejected, the executed copies of this Subscription Agreement will be returned to the Subscriber. In the event of any whole or partial rejection, the Fund will return to the Subscriber the applicable amount of submitted funds, without interest or deduction. (d) The closing of the subscription for and commitment to purchase the Shares by the Subscriber (the “Closing”) shall take place on the date that this Subscription Agreement (having been executed and fully completed by the Subscriber) is has been accepted in whole or in part by the Company Fund and the Subscriber’s capital contribution has been made (such date being the date filled in by the Company of such acceptance, which shall be indicated on the signature page heretoFund’s Acceptance provided to the Subscriber, being hereinafter referred to as the “Closing Date”). On the date of the receipt of the Subscriber’s first Drawdown Purchase, assuming the Closing has taken placeDate, the Subscriber shall be registered admitted as a stockholder member of the Company Fund (a “StockholderShareholder”).) pursuant to Section 2.1(b) of the LLC Agreement. The Fund intends to conduct closings for Shares on a monthly basis; provided however, that the Fund, in its sole discretion, may conduct closings more or less frequently to one or more investors for regulatory, tax or other reasons as may be determined to be appropriate by the Fund (e) The Subscriber agrees to provide any information reasonably requested by the Company Fund to verify the accuracy of the representations contained herein, including the Investor Questionnaire attached hereto as Appendix A (the “Investor Questionnaire”) and the Certification of Beneficial Owner(s) attached hereto as Appendix B. (f) If the individual subscribing for Shares is investing assets on behalf of an individual retirement account (an “IRA”), the individual who established the IRA has signed the signature page of this Subscription Agreement and confirms that such individual (i) has directed the custodian or trustee of the IRA to execute the acknowledgement on the signature page, which has been so executed, and (ii) has reviewed and hereby expressly certifies to the accuracy of the representations and warranties made herein with respect to the IRA and the individual Subscriber. (fg) In the event that the Subscriber is permitted by the Company Fund to make an additional capital commitment to purchase of Shares on a date after its initial subscription has been accepted, the Subscriber shall be required to enter into an addendum to this Subscription Agreement or a new subscription agreement, at the Fund’s discretion, covering such additional capital commitmentpurchase.

Acceptance of Subscription; Closings. This Subscription Agreement is made subject to the following terms and conditions: (a) The Company shall have the right right, in its sole discretion, to accept or reject the Subscriber’s subscription, in whole or in part, for any reason, including, without limitation, (i) the inability of the Subscriber to meet the standards imposed by Regulation D and/or Regulation S promulgated by the Securities and Exchange Commission SEC under the U.S. Securities Act of 1933, as amended (the “Securities Act”), (ii) the ineligibility of the Subscriber under applicable state or foreign securities laws or (iii) for any other reason. (b) If the Subscriber’s subscription is accepted in part and rejected in part, the Subscriber will be so notified and the Subscriber agrees to deliver promptly upon the Company’s request a new signature page to this Subscription Agreement with respect to which the Subscriber’s Capital Commitment shall be such lesser amount as may be determined by the Company. (c) If the Subscriber’s subscription is wholly rejected, the executed copies of this Subscription Agreement will be returned to the Subscriber. (d) The closing of the subscription for the Shares by the Subscriber (the “Closing”) shall take place on the date that this Subscription Agreement (having been executed and fully completed by the Subscriber) is accepted in whole or in part by the Company (such date being the date filled in by the Company on the signature page hereto). On the date of the Company’s receipt of the Subscriber’s first Drawdown PurchasePurchase (as defined below), assuming the Closing has taken place, the Subscriber shall be registered as a stockholder shareholder of the Company (a “StockholderMember”). (e) The Subscriber agrees to provide any information reasonably requested by the Company to verify the accuracy of the representations contained herein, including the Investor Questionnaire attached hereto as Appendix A (the “Investor Questionnaire”) and the Certification of Beneficial Owner(s) attached hereto as Appendix B. (f) If the individual subscribing for Shares is investing assets on behalf of an individual retirement account (an “IRA”), the individual who established the IRA has signed the signature page of this Subscription Agreement and confirms that such individual (i) has directed the custodian or trustee of the IRA to execute the acknowledgement on the signature page, which has been so executed, and (ii) has reviewed and hereby expressly certifies to the accuracy of the representations and warranties made herein with respect to the IRA and the individual Subscriber. (fg) In the event that the Subscriber is permitted by the Company to make an additional capital commitment to purchase Shares on a date after its initial subscription has been accepted, the Subscriber shall be required to enter into an addendum to this Subscription Agreement or a new subscription agreement, at the Company’s discretion, covering such additional capital commitment.

Acceptance of Subscription; Closings. This Subscription Agreement is made subject to the following terms and conditions: (a) a. The Company Fund shall have the right right, in its sole discretion, to accept or reject the Subscriber’s subscription, in whole or in part, for any reason, including, without limitation, (i) the inability of the Subscriber to meet the standards imposed by Regulation D promulgated by the Securities and Exchange Commission SEC under the U.S. Securities Act of 1933, as amended (the “Securities Act”), (ii) the ineligibility of the Subscriber under applicable state or foreign securities laws or (iii) for any other reason. Notwithstanding anything to the contrary contained herein, the Subscriber may elect to void this Subscription Agreement by providing written notice to the Fund no later than the date that is two business days prior to the Closing (as defined below). The Subscriber hereby acknowledges that failure to notify the Fund of its election to void this Subscription Agreement in writing by the date that is two business days prior to the Closing, to the fullest extent permitted by law, will result in the Subscriber being deemed to have waived such rights. (b) b. If the Subscriber’s subscription is accepted in part and rejected in part, the Subscriber will be so notified as to the accepted amount upon receipt of the Fund Acceptance of Subscription, and the Subscriber agrees to deliver promptly upon the CompanyFund’s request a new signature page Subscriber Signature Page to this Subscription Agreement with respect to which the Investor Questionnaire reflecting such accepted amount. In the event of any whole or partial rejection of the Subscriber’s Capital Commitment shall be such lesser subscription, the Fund will return to the Subscriber the applicable amount as may be determined by the Companyof submitted funds, without interest or deduction. (c) If the Subscriber’s subscription is wholly rejected, the executed copies of this Subscription Agreement will be returned to the Subscriber. (d) c. The closing of the subscription for and commitment to purchase the Shares by the Subscriber as set forth in this Subscription Agreement (the “Closing”) shall take place on the date that this Subscription Agreement and the Investor Questionnaire (having been executed and fully completed by the Subscriber) is has been accepted in whole or in part by the Company Fund and the Subscriber’s capital contribution has been made (such date being the date filled in by the Company of such acceptance, which shall be indicated on the signature page heretoFund Acceptance of Subscription provided to the Subscriber, being hereinafter referred to as the “Closing Date”). On the date of the receipt of the Subscriber’s first Drawdown Purchase, assuming the Closing has taken placeDate, the Subscriber shall be registered as a stockholder shareholder of the Company Fund (a “StockholderShareholder”). The Fund intends to conduct closings for Shares on a monthly basis; provided however, that the Fund, in its sole discretion, may conduct closings more or less frequently to one or more investors for regulatory, tax or other reasons as may be determined to be appropriate by the Fund. (e) d. The Subscriber agrees to provide any information reasonably requested by the Company Fund to verify the accuracy of the representations contained herein, including the Investor Questionnaire attached hereto as Appendix A (and the “Investor Questionnaire”)attachments thereto. (f) e. In the event that the Subscriber is permitted by the Company Fund to make an additional capital commitment to purchase of Shares on a date after its initial subscription has been accepted, the Subscriber shall be required to enter into an addendum to this Subscription Agreement or a new subscription agreement, at the Fund’s discretion, covering such additional capital commitmentpurchase.

Acceptance of Subscription; Closings. This Subscription Agreement is made subject to the following terms and conditions: (a) The Company Fund shall have the right right, in its sole discretion, to accept or reject the Subscriber’s subscription, in whole or in part, for any reason, including, without limitation, (i) the inability of the Subscriber to meet the standards imposed by Regulation D promulgated by the Securities and Exchange Commission SEC under the U.S. Securities Act of 1933, as amended (the “Securities Act”), (ii) the ineligibility of the Subscriber under applicable state or foreign securities laws or (iii) for any other reason. Notwithstanding anything to the contrary contained herein, the Subscriber may elect to void this Subscription Agreement by providing written notice to the Fund no later than the date that is two business days prior to the Closing (as defined below). The Subscriber hereby acknowledges that failure to notify the Fund of its election to void this Subscription Agreement in writing by the date that is two business days prior to the Closing, to the fullest extent permitted by law, will result in the Subscriber being deemed to have waived such rights. (b) If the Subscriber’s subscription is accepted in part and rejected in part, the Subscriber will be so notified as to the accepted amount upon receipt of the Fund Acceptance of Subscription, and the Subscriber agrees to deliver promptly upon the CompanyFund’s request a new signature page Subscriber Signature Page to this Subscription Agreement with respect to which the Investor Questionnaire reflecting such accepted amount. In the event of any whole or partial rejection of the Subscriber’s Capital Commitment shall be such lesser subscription, the Fund will return to the Subscriber the applicable amount as may be determined by the Companyof submitted funds, without interest or deduction. (c) If the Subscriber’s subscription is wholly rejected, the executed copies of this Subscription Agreement will be returned to the Subscriber. (d) The closing of the subscription for and commitment to purchase the Shares by the Subscriber as set forth in this Subscription Agreement (the “Closing”) shall take place on the date that this Subscription Agreement and the Investor Questionnaire (having been executed and fully completed by the Subscriber) is has been accepted in whole or in part by the Company Fund and the Subscriber’s capital contribution has been made (such date being the date filled in by the Company of such acceptance, which shall be indicated on the signature page heretoFund Acceptance of Subscription provided to the Subscriber, being hereinafter referred to as the “Closing Date”). On the date of the receipt of the Subscriber’s first Drawdown Purchase, assuming the Closing has taken placeDate, the Subscriber shall be registered as a stockholder Class S shareholder of the Company Fund (a “StockholderShareholder”). The Fund intends to conduct closings for Shares on a monthly basis; provided however, that the Fund, in its sole discretion, may conduct closings more or less frequently to one or more investors for regulatory, tax or other reasons as may be determined to be appropriate by the Fund. (ed) The Subscriber agrees to provide any information reasonably requested by the Company Fund to verify the accuracy of the representations contained herein, including the Investor Questionnaire attached hereto as Appendix A and the attachments thereto. (e) If the individual subscribing for Shares is investing assets on behalf of an individual retirement account (an “IRA”), the individual who established the IRA has signed the signature pages to the Investor Questionnaire”), including the Additional Representation with Respect to Investment for an IRA, and confirms that such individual (i) has directed the custodian or trustee of the IRA to execute the acknowledgement on the signature page, which has been so executed, and (ii) has reviewed and hereby expressly certifies to the accuracy of the representations and warranties made herein with respect to the IRA and the individual Subscriber. (f) In the event that the Subscriber is permitted by the Company Fund to make an additional capital commitment to purchase of Shares on a date after its initial subscription has been accepted, the Subscriber shall be required to enter into an addendum to this Subscription Agreement or a new subscription agreement, at the Fund’s discretion, covering such additional capital commitmentpurchase.

Acceptance of Subscription; Closings. This Subscription Agreement is made subject to the following terms and conditions: (a) The Company Fund shall have the right right, in its sole discretion, to accept or reject the Subscriber’s subscription, in whole or in part, for any reason, including, without limitation, (i) the inability of the Subscriber to meet the standards imposed by Regulation D and/or Regulation S promulgated by the Securities and Exchange Commission SEC under the U.S. Securities Act of 1933, as amended (the “Securities Act”), (ii) the ineligibility of the Subscriber under applicable state or foreign securities laws or (iii) for any other reason. Notwithstanding anything to the contrary contained herein, the Subscriber may elect to void this Subscription Agreement by providing written notice to the board of directors of the Fund (the “Board”) no later than the date that is two business days prior to the Closing (as defined below). The Subscriber hereby acknowledges that failure to notify the Board of its election to void this Subscription Agreement in writing by the date that is two business days prior to the Closing, to the fullest extent permitted by law, will result in the Subscriber being deemed to have waived such rights. (b) If the Subscriber’s subscription is accepted in part and rejected in part, the Subscriber will be so notified and the Subscriber agrees to deliver promptly upon the CompanyFund’s request a new signature page to this Subscription Agreement with respect to which the Subscriber’s Capital Commitment shall be such lesser dollar amount of Shares to be purchased as may be determined by the CompanyFund. (c) If the Subscriber’s subscription is wholly rejected, the executed copies of this Subscription Agreement will be returned to the Subscriber. In the event of any whole or partial rejection, the Fund will return to the Subscriber the applicable amount of submitted funds, without interest or deduction. (d) The closing of the subscription for and commitment to purchase the Shares by the Subscriber (the “Closing”) shall take place on the date that this Subscription Agreement (having been executed and fully completed by the Subscriber) is has been accepted in whole or in part by the Company Fund and the Subscriber’s capital contribution has been made (such date being the date filled in by the Company of such acceptance, which shall be indicated on the signature page heretoFund’s acceptance provided to the Subscriber, being hereinafter referred to as the “Closing Date”). On the date of the receipt of the Subscriber’s first Drawdown Purchase, assuming the Closing has taken placeDate, the Subscriber shall be registered admitted as a stockholder member of the Company Fund (a “StockholderShareholder”)) pursuant to Section 2.1(b) of the LLC Agreement. The Fund intends to conduct closings for Shares on a monthly basis; provided however, that the Fund, in its sole discretion, may conduct closings more or less frequently to one or more investors for regulatory, tax or other reasons as may be determined to be appropriate by the Fund. (e) The Subscriber agrees to provide any information reasonably requested by the Company Fund to verify the accuracy of the representations contained herein, including the Investor Questionnaire attached hereto as Appendix A (the “Investor Questionnaire”) and the Certification of Beneficial Owner(s) attached hereto as Appendix B. (f) If the individual subscribing for Shares is investing assets on behalf of an individual retirement account (an “IRA”), the individual who established the IRA has signed the signature page of this Subscription Agreement and confirms that such individual (i) has directed the custodian or trustee of the IRA to execute the acknowledgement on the signature page, which has been so executed, and (ii) has reviewed and hereby expressly certifies to the accuracy of the representations and warranties made herein with respect to the IRA and the individual Subscriber. (fg) In the event that the Subscriber is permitted by the Company Fund to make an additional capital commitment to purchase of Shares on a date after its initial subscription has been accepted, the Subscriber shall be required to enter into an addendum to this Subscription Agreement or a new subscription agreement, at the Fund’s discretion, covering such additional capital commitmentpurchase.

Acceptance of Subscription; Closings. This Subscription Agreement is made subject to the following terms and conditions: (a) The Company shall have the right to accept or reject the Subscriber’s subscription, in whole or in part, for any reason, including, without limitation, (i) the inability of the Subscriber to meet the standards imposed by Regulation D promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), (ii) the ineligibility of the Subscriber under applicable state or foreign securities laws or (iii) for any other reason. (b) If the Subscriber’s subscription is accepted in part and rejected in part, the Subscriber will be so notified and the Subscriber agrees to deliver promptly upon the Company’s request a new signature page to this Subscription Agreement with respect to which the Subscriber’s Capital Commitment shall be such lesser amount than that set forth on the signature page hereof as may be determined by the Company. (c) If the Subscriber’s subscription is wholly rejected, rejected the executed copies of this Subscription Agreement will shall be returned to the Subscriber. (d) The closing of the subscription for the Shares by the Subscriber (the “Closing”) ), shall take place on the date that this Subscription Agreement (having been executed and fully completed by the Subscriber) is accepted in whole or in part by the Company (such date being the date filled in by the Company on the signature page hereto). On the date of the receipt of the Subscriber’s first Drawdown Purchase, assuming the Closing has taken place, the Subscriber shall be registered as a stockholder of the Company (a “Stockholder”). (e) The Subscriber agrees to provide any information reasonably requested by the Company to verify the accuracy of the representations contained herein, including the Investor Questionnaire attached hereto as Appendix A (the “Investor Questionnaire”). (f) In the event that the Subscriber is permitted by the Company to make an additional capital commitment to purchase Shares on a date after its initial subscription has been accepted, the Subscriber shall be required to enter into an addendum to this Subscription Agreement covering such additional capital commitment.

Acceptance of Subscription; Closings. This Subscription Agreement is made subject to the following terms and conditions: (a) The Company shall have the right to accept or reject the Subscriber’s subscription, in whole or in part, for any reason, including, without limitation, (i) the inability of the Subscriber to meet the standards imposed by Regulation D promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), ) (ii) the ineligibility of the Subscriber under applicable state or foreign securities laws or (iii) for any other reason. (b) If the Subscriber’s subscription is accepted in part and rejected in part, the Subscriber will be so notified and the Subscriber agrees to deliver promptly upon the Company’s request a new signature page to this Subscription Agreement with respect to which the Subscriber’s Capital Commitment shall be such lesser amount as may be determined by the Company. (c) If the Subscriber’s subscription is wholly rejected, the executed copies of this Subscription Agreement will be returned to the Subscriber. (d) The closing of the subscription for the Shares by the Subscriber (the “Closing”) shall take place on the date that this Subscription Agreement (having been executed and fully completed by the Subscriber) is accepted in whole or in part by the Company (such date being the date filled in by the Company on the signature page hereto). On the date of the Company’s receipt of the Subscriber’s first Drawdown Purchase, assuming the Closing has taken place, the Subscriber shall be registered as a stockholder of the Company (a “Stockholder”). (e) The Subscriber agrees to provide any information reasonably requested by the Company to verify the accuracy of the representations contained herein, including the Investor Questionnaire attached hereto as Appendix A (the “Investor Questionnaire”) and the Certification of Beneficial Owner(s) attached hereto as Appendix B. (f) If the individual subscribing for Shares is investing assets on behalf of an individual retirement account (an “XXX”), the individual who established the XXX has signed the signature page of this Subscription Agreement and confirms that such individual (i) has directed the custodian or trustee of the XXX to execute the acknowledgement on the signature page, which has been so executed, and (ii) has reviewed and hereby expressly certifies to the accuracy of the representations and warranties made herein with respect to the XXX and the individual Subscriber. (fg) In the event that the Subscriber is permitted by the Company to make an additional capital commitment to purchase Shares on a date after its initial subscription has been accepted, the Subscriber shall be required to enter into an addendum to this Subscription Agreement covering such additional capital commitment.

Acceptance of Subscription; Closings. This Subscription Agreement is made subject to the following terms and conditions: (a) The Company Fund shall have the right right, in its sole discretion, to accept or reject the Subscriber’s subscription, in whole or in part, for any reason, including, without limitation, (i) the inability of the Subscriber to meet the standards imposed by Regulation D and/or Regulation S promulgated by the Securities and Exchange Commission SEC under the U.S. Securities Act of 1933, as amended (the “Securities Act”), (ii) the ineligibility of the Subscriber under applicable state or foreign securities laws or (iii) for any other reason. (b) If the Subscriber’s subscription is accepted in part and rejected in part, the Subscriber will be so notified and the Subscriber agrees to deliver promptly upon the CompanyFund’s request a new signature page to this Subscription Agreement with respect to which the Subscriber’s Capital Commitment shall be such lesser amount as may be determined by the CompanyFund. (c) If the Subscriber’s subscription is wholly rejected, the executed copies of this Subscription Agreement will be returned to the Subscriber. (d) The closing of the subscription for the Shares by the Subscriber (the “Closing”) shall take place on the date that this Subscription Agreement (having been executed and fully completed by the Subscriber) is accepted in whole or in part by the Company Fund (such date being the date filled in by the Company Fund on the signature page hereto). On the date of the Fund’s receipt of the Subscriber’s first Drawdown PurchasePurchase (as defined below), assuming the Closing has taken place, the Subscriber shall be registered as a stockholder Class S shareholder of the Company Fund (a “StockholderShareholder”). (e) The Subscriber agrees to provide any information reasonably requested by the Company Fund to verify the accuracy of the representations contained herein, including the Investor Questionnaire attached hereto as Appendix A (the “Investor Questionnaire”) and the Certification of Beneficial Owner(s) attached hereto as Appendix B. (f) If the individual subscribing for Shares is investing assets on behalf of an individual retirement account (an “IRA”), the individual who established the IRA has signed the signature page of this Subscription Agreement and confirms that such individual (i) has directed the custodian or trustee of the IRA to execute the acknowledgement on the signature page, which has been so executed, and (ii) has reviewed and hereby expressly certifies to the accuracy of the representations and warranties made herein with respect to the IRA and the individual Subscriber. (fg) In the event that the Subscriber is permitted by the Company Fund to make an additional capital commitment to purchase Shares on a date after its initial subscription has been accepted, the Subscriber shall be required to enter into an addendum to this Subscription Agreement or a new subscription agreement, at the Fund’s discretion, covering such additional capital commitment.

Acceptance of Subscription; Closings. This Subscription Agreement is made subject to the following terms and conditions: (a) The Company Fund shall have the right right, in its sole discretion, to accept or reject the Subscriber’s subscription, in whole or in part, for any reason, including, without limitation, (i) the inability of the Subscriber to meet the standards imposed by Regulation D promulgated by the Securities and Exchange Commission SEC under the U.S. Securities Act of 1933, as amended (the “Securities Act”), (ii) the ineligibility of the Subscriber under applicable state or foreign securities laws or (iii) for any other reason. Notwithstanding anything to the contrary contained herein, the Subscriber may elect to void this Subscription Agreement by providing written notice to the Fund no later than the date that is two business days prior to the Closing (as defined below). The Subscriber hereby acknowledges that failure to notify the Fund of its election to void this Subscription Agreement in writing by the date that is two business days prior to the Closing, to the fullest extent permitted by law, will result in the Subscriber being deemed to have waived such rights. (b) If the Subscriber’s subscription is wholly rejected, the executed copies of the Investor Questionnaire will be returned to the Subscriber. If the Subscriber’s subscription is accepted in part and rejected in part, the Subscriber will be so notified and as to the accepted amount upon receipt of the Fund Acceptance of Subscription (which revised amount shall be deemed to be incorporated by reference into this Subscription Agreement). In the event of any whole or partial rejection, the Fund will return to the Subscriber agrees to deliver promptly upon the Company’s request a new signature page to this Subscription Agreement with respect to which the Subscriber’s Capital Commitment shall be such lesser applicable amount as may be determined by the Companyof submitted funds, without interest or deduction. (c) If the Subscriber’s subscription is wholly rejected, the executed copies of this Subscription Agreement will be returned to the Subscriber. (d) The closing of the subscription for and commitment to purchase the Shares by the Subscriber as set forth in this Subscription Agreement (the “Closing”) shall take place on the date that this Subscription Agreement and the Investor Questionnaire (having been executed and fully completed by the Subscriber) is has been accepted in whole or in part by the Company Fund and the Subscriber’s capital contribution has been made (such date being the date filled in by the Company of such acceptance, which shall be indicated on the signature page heretoFund Acceptance of Subscription provided to the Subscriber, being hereinafter referred to as the “Closing Date”). On the date of the receipt of the Subscriber’s first Drawdown Purchase, assuming the Closing has taken placeDate, the Subscriber shall be registered as a stockholder Class I shareholder of the Company Fund (a “StockholderShareholder”). Following the Fund’s election to be regulated as a business development company (“BDC”) under the U.S. Investment Company Act of 1940, as amended (the “1940 Act”), at such time as determined in the Fund’s sole discretion, the Fund intends to conduct closings for Shares on a monthly basis; provided however, that the Fund, in its sole discretion, may conduct closings more or less frequently to one or more investors for regulatory, tax or other reasons as may be determined to be appropriate by the Fund. (ed) The Subscriber agrees to provide any information reasonably requested by the Company Fund to verify the accuracy of the representations contained herein, including the Investor Questionnaire and the Certification of Beneficial Owner(s) attached hereto as Appendix A A. (e) If the individual subscribing for Shares is investing assets on behalf of an individual retirement account (an “IRA”), the individual who established the IRA has signed the signature pages to the Investor Questionnaire”), including the Additional Representation with Respect to Investment for an IRA after the signature pages, and confirms that such individual (i) has directed the custodian or trustee of the IRA to execute the acknowledgement on the signature page, which has been so executed, and (ii) has reviewed and hereby expressly certifies to the accuracy of the representations and warranties made herein with respect to the IRA and the individual Subscriber. (f) In the event that the Subscriber is permitted by the Company Fund to make an additional capital commitment to purchase of Shares on a date after its initial subscription has been accepted, the Subscriber shall be required to enter into an addendum to this Subscription Agreement or a new subscription agreement, at the Fund’s discretion, covering such additional capital commitmentpurchase.

Acceptance of Subscription; Closings. This Subscription Agreement is made subject to the following terms and conditions: (a) The Company Fund shall have the right right, in its sole discretion, to accept or reject the Subscriber’s subscription, in whole or in part, for any reason, including, without limitation, (i) the inability of the Subscriber to meet the standards imposed by Regulation D promulgated by the Securities and Exchange Commission SEC under the U.S. Securities Act of 1933, as amended (the “Securities Act”), (ii) the ineligibility of the Subscriber under applicable state or foreign securities laws or (iii) for any other reason. Notwithstanding anything to the contrary contained herein, the Subscriber may elect to void this Subscription Agreement by providing written notice to the Fund no later than the date that is two business days prior to the Closing (as defined below). The Subscriber hereby acknowledges that failure to notify the Fund of its election to void this Subscription Agreement in writing by the date that is two business days prior to the Closing, to the fullest extent permitted by law, will result in the Subscriber being deemed to have waived such rights. (b) If the Subscriber’s subscription is accepted in part and rejected in part, the Subscriber will be so notified as to the accepted amount upon receipt of the Fund Acceptance of Subscription, and the Subscriber agrees to deliver promptly upon the CompanyFund’s request a new signature page Subscriber Signature Page to this Subscription Agreement with respect to which the Investor Questionnaire reflecting such accepted amount. In the event of any whole or partial rejection of the Subscriber’s Capital Commitment shall be such lesser subscription, the Fund will return to the Subscriber the applicable amount as may be determined by the Companyof submitted funds, without interest or deduction. (c) If the Subscriber’s subscription is wholly rejected, the executed copies of this Subscription Agreement will be returned to the Subscriber. (d) The closing of the subscription for and commitment to purchase the Shares by the Subscriber as set forth in this Subscription Agreement (the “Closing”) shall take place on the date that this Subscription Agreement and the Investor Questionnaire (having been executed and fully completed by the Subscriber) is has been accepted in whole or in part by the Company Fund and the Subscriber’s capital contribution has been made (such date being the date filled in by the Company of such acceptance, which shall be indicated on the signature page heretoFund Acceptance of Subscription provided to the Subscriber, being hereinafter referred to as the “Closing Date”). On the date of the receipt of the Subscriber’s first Drawdown Purchase, assuming the Closing has taken placeDate, the Subscriber shall be registered as a stockholder Class S shareholder of the Company Fund (a “StockholderShareholder”). The Fund intends to conduct closings for Shares on a monthly basis; provided however, that the Fund, in its sole discretion, may conduct closings more or less frequently to one or more investors for regulatory, tax or other reasons as may be determined to be appropriate by the Fund. (ed) The Subscriber agrees to provide any information reasonably requested by the Company Fund to verify the accuracy of the representations contained herein, including the Investor Questionnaire attached hereto as Appendix A (and the “Investor Questionnaire”)attachments thereto. (fe) In the event that the Subscriber is permitted by the Company Fund to make an additional capital commitment to purchase of Shares on a date after its initial subscription has been accepted, the Subscriber shall be required to enter into an addendum to this Subscription Agreement or a new subscription agreement, at the Fund’s discretion, covering such additional capital commitmentpurchase.

Acceptance of Subscription; Closings. This Subscription Agreement is made subject to the following terms and conditions: (a) The Company Fund shall have the right right, in its sole discretion, to accept or reject the Subscriber’s subscription, in whole or in part, for any reason, including, without limitation, (i) the inability of the Subscriber to meet the standards imposed by Regulation D and/or Regulation S promulgated by the Securities and Exchange Commission SEC under the U.S. Securities Act of 1933, as amended (the “Securities Act”), (ii) the ineligibility of the Subscriber under applicable state or foreign securities laws or (iii) for any other reason. (b) If the Subscriber’s subscription is accepted in part and rejected in part, the Subscriber will be so notified and the Subscriber agrees to deliver promptly upon the CompanyFund’s request a new signature page to this Subscription Agreement with respect to which the Subscriber’s Capital Commitment shall be such lesser amount as may be determined by the CompanyFund. (c) If the Subscriber’s subscription is wholly rejected, the executed copies of this Subscription Agreement will be returned to the Subscriber. (d) The closing of the subscription for the Shares by the Subscriber (the “Closing”) shall take place on the date that this Subscription Agreement (having been executed and fully completed by the Subscriber) is accepted in whole or in part by the Company Fund (such date being the date filled in by the Company Fund on the signature page hereto). On the date of the Fund’s receipt of the Subscriber’s first Drawdown PurchasePurchase (as defined below), assuming the Closing has taken place, the Subscriber shall be registered as a stockholder Class I shareholder of the Company Fund (a “StockholderShareholder”). (e) The Subscriber agrees to provide any information reasonably requested by the Company Fund to verify the accuracy of the representations contained herein, including the Investor Questionnaire attached hereto as Appendix A (the “Investor Questionnaire”) and the Certification of Beneficial Owner(s) attached hereto as Appendix B. (f) If the individual subscribing for Shares is investing assets on behalf of an individual retirement account (an “IRA”), the individual who established the IRA has signed the signature page of this Subscription Agreement and confirms that such individual (i) has directed the custodian or trustee of the IRA to execute the acknowledgement on the signature page, which has been so executed, and (ii) has reviewed and hereby expressly certifies to the accuracy of the representations and warranties made herein with respect to the IRA and the individual Subscriber. (fg) In the event that the Subscriber is permitted by the Company Fund to make an additional capital commitment to purchase Shares on a date after its initial subscription has been accepted, the Subscriber shall be required to enter into an addendum to this Subscription Agreement or a new subscription agreement, at the Fund’s discretion, covering such additional capital commitment.

Acceptance of Subscription; Closings. This Subscription Agreement is made subject to the following terms and conditions: (a) The Company Fund shall have the right right, in its sole discretion, to accept or reject the Subscriber’s subscription, in whole or in part, for any reason, including, without limitation, (i) the inability of the Subscriber to meet the standards imposed by Regulation D and/or Regulation S promulgated by the Securities and Exchange Commission SEC under the U.S. Securities Act of 1933, as amended (the “Securities Act”), (ii) the ineligibility of the Subscriber under applicable state or foreign securities laws or (iii) for any other reason.Notwithstanding anything to the contrary contained herein, the Subscriber may elect to void this Subscription Agreement by providing written notice to the board of trustees of the Fund (the “Board”) no later than the date that is two business days prior to the Closing (as defined below). The Subscriber hereby acknowledges that failure to notify the Board of its election to void this Subscription Agreement in writing by the date that is two business days prior to the Closing, to the fullest extent permitted by law, will result in the Subscriber being deemed to have waived such rights. (b) If the Subscriber’s subscription is accepted in part and rejected in part, the Subscriber will be so notified and the Subscriber agrees to deliver promptly upon the CompanyFund’s request a new signature page to this Subscription Agreement with respect to which the Subscriber’s Capital Commitment shall be such lesser dollar amount of Shares to be purchased as may be determined by the CompanyFund. (c) If the Subscriber’s subscription is wholly rejected, the executed copies of this Subscription Agreement will be returned to the Subscriber. In the event of any whole or partial rejection, the Fund will return to the Subscriber the applicable amount of submitted funds, without interest or deduction. (d) The closing of the subscription for and commitment to purchase the Shares by the Subscriber (the “Closing”) shall take place on the date that this Subscription Agreement (having been executed and fully completed by the Subscriber) is has been accepted in whole or in part by the Company Fund and the Subscriber’s capital contribution has been made (such date being the date filled in by the Company of such acceptance, which shall be indicated on the signature page heretoFund’s Acceptance provided to the Subscriber, being hereinafter referred to as the “Closing Date”). On the date of the receipt of the Subscriber’s first Drawdown Purchase, assuming the Closing has taken placeDate, the Subscriber shall be registered as a stockholder Class S shareholder of the Company Fund (a “StockholderShareholder”). Following the Fund’s election to be regulated as a business development company (“BDC”) under the U.S. Investment Company Act of 1940, as amended (the “1940 Act”), at such time as determined in the Fund’s sole discretion, the Fund intends to conduct closings for Shares on a monthly basis; provided however, that the Fund, in its sole discretion, may conduct closings more or less frequently to one or more investors for regulatory, tax or other reasons as may be determined to be appropriate by the Fund. (e) The Subscriber agrees to provide any information reasonably requested by the Company Fund to verify the accuracy of the representations contained herein, including the Investor Questionnaire attached hereto as Appendix A (the “Investor Questionnaire”) and the Certification of Beneficial Owner(s) attached hereto as Appendix B. (f) If the individual subscribing for Shares is investing assets on behalf of an individual retirement account (an “IRA”), the individual who established the IRA has signed the signature page of this Subscription Agreement and confirms that such individual (i) has directed the custodian or trustee of the IRA to execute the acknowledgement on the signature page, which has been so executed, and (ii) has reviewed and hereby expressly certifies to the accuracy of the representations and warranties made herein with respect to the IRA and the individual Subscriber. (fg) In the event that the Subscriber is permitted by the Company Fund to make an additional capital commitment to purchase of Shares on a date after its initial subscription has been accepted, the Subscriber shall be required to enter into an addendum to this Subscription Agreement or a new subscription agreement, at the Fund’s discretion, covering such additional capital commitmentpurchase.

Acceptance of Subscription; Closings. This Subscription Agreement is made subject to the following terms and conditions: (a) The Company Fund shall have the right right, in its sole discretion, to accept or reject the Subscriber’s subscription, in whole or in part, for any reason, including, without limitation, (i) the inability of the Subscriber to meet the standards imposed by Regulation D promulgated by the Securities and Exchange Commission SEC under the U.S. Securities Act of 1933, as amended (the “Securities Act”), (ii) the ineligibility of the Subscriber under applicable state or foreign securities laws or (iii) for any other reason. Notwithstanding anything to the contrary contained herein, the Subscriber may elect to void this Subscription Agreement by providing written notice to the board of directors of the Fund (the “Board”) no later than the date that is two business days prior to the Closing (as defined below). The Subscriber hereby acknowledges that failure to notify the Board of its election to void this Subscription Agreement in writing by the date that is two business days prior to the Closing, to the fullest extent permitted by law, will result in the Subscriber being deemed to have waived such rights. (b) If the Subscriber’s subscription is accepted in part and rejected in part, the Subscriber will be so notified and the Subscriber agrees to deliver promptly upon the CompanyFund’s request a new signature page to this Subscription Agreement with respect to which the Subscriber’s Capital Commitment shall be such lesser dollar amount of Shares to be purchased as may be determined by the CompanyFund. (c) If the Subscriber’s subscription is wholly rejected, the executed copies of this Subscription Agreement will be returned to the Subscriber. In the event of any whole or partial rejection, the Fund will return to the Subscriber the applicable amount of submitted funds, without interest or deduction. (d) The closing of the subscription for and commitment to purchase the Shares by the Subscriber (the “Closing”) shall take place on the date that this Subscription Agreement (having been executed and fully completed by the Subscriber) is has been accepted in whole or in part by the Company Fund and the Subscriber’s capital contribution has been made (such date being the date filled in by the Company of such acceptance, which shall be indicated on the signature page heretoFund’s acceptance provided to the Subscriber, being hereinafter referred to as the “Closing Date”). On the date of the receipt of the Subscriber’s first Drawdown Purchase, assuming the Closing has taken placeDate, the Subscriber shall be registered admitted as a stockholder member of the Company Fund (a “StockholderShareholder”)) pursuant to Section 2.1(b) of the LLC Agreement. The Fund intends to conduct closings for Shares on a monthly basis; provided however, that the Fund, in its sole discretion, may conduct closings more or less frequently to one or more investors for regulatory, tax or other reasons as may be determined to be appropriate by the Fund. (e) The Subscriber agrees to provide any information reasonably requested by the Company Fund to verify the accuracy of the representations contained herein, including the Investor Questionnaire attached hereto as Appendix A (the “Investor Questionnaire”) and the Certification of Beneficial Owner(s) attached hereto as Appendix B. (f) If the individual subscribing for Shares is investing assets on behalf of an individual retirement account (an “IRA”), the individual who established the IRA has signed the signature page of this Subscription Agreement and confirms that such individual (i) has directed the custodian or trustee of the IRA to execute the acknowledgement on the signature page, which has been so executed, and (ii) has reviewed and hereby expressly certifies to the accuracy of the representations and warranties made herein with respect to the IRA and the individual Subscriber. (fg) In the event that the Subscriber is permitted by the Company Fund to make an additional capital commitment to purchase of Shares on a date after its initial subscription has been accepted, the Subscriber shall be required to enter into an addendum to this Subscription Agreement or a new subscription agreement, at the Fund’s discretion, covering such additional capital commitmentpurchase.

Acceptance of Subscription; Closings. This Subscription Agreement is made subject to the following terms and conditions: (a) The Company Fund shall have the right right, in its sole discretion, to accept or reject the Subscriber’s subscription, in whole or in part, for any reason, including, without limitation, (i) the inability of the Subscriber to meet the standards imposed by Regulation D and/or Regulation S promulgated by the Securities and Exchange Commission SEC under the U.S. Securities Act of 1933, as amended (the “Securities Act”), (ii) the ineligibility of the Subscriber under applicable state or foreign securities laws or (iii) for any other reason. (b) If the Subscriber’s subscription is accepted in part and rejected in part, the Subscriber will be so notified and the Subscriber agrees to deliver promptly upon the CompanyFund’s request a new signature page to this Subscription Agreement with respect to which reflecting such reduced accepted amount of the Subscriber’s Capital Commitment shall be such lesser amount as may be determined by the CompanyFund in its sole discretion. (c) If the Subscriber’s subscription is wholly rejected, the executed copies of this Subscription Agreement will be returned to the Subscriber. (d) The closing of the subscription for and commitment to purchase the Shares by the Subscriber as set forth in this Subscription Agreement (the “Closing”) shall take place on the date that this Subscription Agreement (having been executed and fully completed by the Subscriber) is accepted in whole or in part by the Company Fund (such date being the date filled in by the Company Fund on the signature page hereto). On the date of the Fund’s receipt of the Subscriber’s first Drawdown PurchasePurchase (as defined below), assuming the Closing has taken place, the Subscriber shall be registered as a stockholder Class S shareholder of the Company Fund (a “StockholderShareholder”). (e) The Subscriber agrees to provide any information reasonably requested by the Company Fund to verify the accuracy of the representations contained herein, including the Investor Questionnaire and the Certification of Beneficial Owner(s) attached hereto as Appendix A (the “Investor Questionnaire”).B. (f) In the event that the Subscriber is permitted by the Company Fund to make an additional capital commitment to purchase Shares on a date after its initial subscription has been accepted, the Subscriber shall be required to enter into an addendum to this Subscription Agreement or a new subscription agreement, at the Fund’s discretion, covering such additional capital commitment.

Acceptance of Subscription; Closings. This Subscription Agreement is made subject to the following terms and conditions: (a) a. The Company Fund shall have the right right, in its sole discretion, to accept or reject the Subscriber’s subscription, in whole or in part, for any reason, including, without limitation, (i) the inability of the Subscriber to meet the standards imposed by Regulation D promulgated by the Securities and Exchange Commission SEC under the U.S. Securities Act of 1933, as amended (the “Securities Act”), (ii) the ineligibility of the Subscriber under applicable state or foreign securities laws or (iii) for any other reason. Notwithstanding anything to the contrary contained herein, the Subscriber may elect to void this Subscription Agreement by providing written notice to the Fund no later than the date that is two business days prior to the Closing (as defined below). The Subscriber hereby acknowledges that failure to notify the Fund of its election to void this Subscription Agreement in writing by the date that is two business days prior to the Closing, to the fullest extent permitted by law, will result in the Subscriber being deemed to have waived such rights. (b) b. If the Subscriber’s subscription is accepted in part and rejected in part, the Subscriber will be so notified as to the accepted amount upon receipt of the Fund Acceptance of Subscription, and the Subscriber agrees to deliver promptly upon the CompanyFund’s request a new signature page Subscriber Signature Page to this Subscription Agreement with respect to which the Investor Questionnaire reflecting such accepted amount. In the event of any whole or partial rejection of the Subscriber’s Capital Commitment shall be such lesser subscription, the Fund will return to the Subscriber the applicable amount as may be determined by the Companyof submitted funds, without interest or deduction. (c) If the Subscriber’s subscription is wholly rejected, the executed copies of this Subscription Agreement will be returned to the Subscriber. (d) c. The closing of the subscription for and commitment to purchase the Shares by the Subscriber as set forth in this Subscription Agreement (the “Closing”) shall take place on the date that this Subscription Agreement and the Investor Questionnaire (having been executed and fully completed by the Subscriber) is has been accepted in whole or in part by the Company Fund and the Subscriber’s capital contribution has been made (such date being the date filled in by the Company of such acceptance, which shall be indicated on the signature page heretoFund Acceptance of Subscription provided to the Subscriber, being hereinafter referred to as the “Closing Date”). On the date of the receipt of the Subscriber’s first Drawdown Purchase, assuming the Closing has taken placeDate, the Subscriber shall be registered as a stockholder Class I shareholder of the Company Fund (a “StockholderShareholder”). The Fund intends to conduct closings for Shares on a monthly basis; provided however, that the Fund, in its sole discretion, may conduct closings more or less frequently to one or more investors for regulatory, tax or other reasons as may be determined to be appropriate by the Fund. (e) d. The Subscriber agrees to provide any information reasonably requested by the Company Fund to verify the accuracy of the representations contained herein, including the Investor Questionnaire attached hereto as Appendix A (and the “Investor Questionnaire”)attachments thereto. (f) e. In the event that the Subscriber is permitted by the Company Fund to make an additional capital commitment to purchase of Shares on a date after its initial subscription has been accepted, the Subscriber shall be required to enter into an addendum to this Subscription Agreement or a new subscription agreement, at the Fund’s discretion, covering such additional capital commitmentpurchase.

Acceptance of Subscription; Closings. This Subscription Agreement is made subject to the following terms and conditions: (a) The Company shall have the right to accept or reject the Subscriber’s subscription, in whole or in part, for any reason, including, without limitation, (i) the inability of the Subscriber to meet the standards imposed by Regulation D promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), (ii) the ineligibility of the Subscriber under applicable state or foreign securities laws or (iii) for any other reason, in the Company’s discretion. (b) If the Subscriber’s subscription is accepted in part and rejected in part, the Subscriber will be so notified and the Subscriber agrees to deliver promptly upon the Company’s request a new signature page to this Subscription Agreement with respect to which the Subscriber’s Capital Commitment shall be such lesser dollar amount of Shares to be purchased as may be determined by the Company. (c) . If the Subscriber’s subscription is wholly rejected, the executed copies of this Subscription Agreement will be returned to the Subscriber. In the event of any whole or partial rejection, the Company will return to the Subscriber the applicable amount of any submitted funds, without interest or deduction. (dc) The closing of the subscription for the Shares by the Subscriber (the “Closing”) shall take place on the date that this Subscription Agreement (having been executed and fully completed by the Subscriber) is accepted in whole or in part by the Company (such date being the date filled in by the Company on the signature page hereto). On The Company intends to conduct Closings on a monthly basis; provided however, that the date of Company, in its sole discretion, may conduct Closings more or less frequently to one or more investors for regulatory, tax or other reasons as may be determined to be appropriate by the receipt of the Subscriber’s first Drawdown Purchase, assuming the Closing has taken place, the Subscriber shall be registered as a stockholder of the Company (a “Stockholder”)Company. (ed) The Subscriber agrees to provide any information reasonably requested by the Company to verify the accuracy of the representations contained herein, including the Investor Questionnaire attached hereto as Appendix A (the “Investor Questionnaire”) and the Certification of Beneficial Owner(s) attached hereto as Appendix B. (e) If the individual subscribing for Shares is investing assets on behalf of an individual retirement account (an “XXX”), the individual who established the XXX has signed the signature page of this Subscription Agreement and confirms that such individual (i) has directed the custodian or trustee of the XXX to execute the acknowledgement on the signature page, which has been so executed, and (ii) has reviewed and hereby expressly certifies to the accuracy of the representations and warranties made herein with respect to the XXX and the individual Subscriber. (f) In the event that the Subscriber is permitted by the Company to make an additional capital commitment to purchase of Shares on a date after its initial subscription has been accepted, the Subscriber shall be required to enter into an addendum to this Subscription Agreement a new subscription agreement covering such additional capital commitmentpurchase.

Acceptance of Subscription; Closings. This Subscription Agreement is made subject to the following terms and conditions: (a) The Company shall have the right to accept or reject the Subscriber’s subscription, in whole or in part, for any reason, including, without limitation, (i) the inability of the Subscriber to meet the standards imposed by Regulation D promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), ) (ii) the ineligibility of the Subscriber under applicable state or foreign securities laws or (iii) for any other reason. (b) If the Subscriber’s subscription is accepted in part and rejected in part, the Subscriber will be so notified and the Subscriber agrees to deliver promptly upon the Company’s request a new signature page to this Subscription Agreement with respect to which the Subscriber’s Capital Commitment shall be such lesser amount as may be determined by the Company. (c) If the Subscriber’s subscription is wholly rejected, the executed copies of this Subscription Agreement will be returned to the Subscriber. (d) The closing of the subscription for the Shares by the Subscriber (the “Closing”) shall take place on the date that this Subscription Agreement (having been executed and fully completed by the Subscriber) is accepted in whole or in part by the Company (such date being the date filled in by the Company on the signature page hereto). On the date of the Company’s receipt of the Subscriber’s first Drawdown Purchase, assuming the Closing has taken place, the Subscriber shall be registered as a stockholder of the Company (a “Stockholder”). (e) The Subscriber agrees to provide any information reasonably requested by the Company to verify the accuracy of the representations contained herein, including the Investor Questionnaire attached hereto as Appendix A (the “Investor Questionnaire”) and the Certification of Beneficial Owner(s) attached hereto as Appendix B. (f) If the individual subscribing for Shares is investing assets on behalf of an individual retirement account (an “IXX”), the individual who established the IXX has signed the signature page of this Subscription Agreement and confirms that such individual (i) has directed the custodian or trustee of the IXX to execute the acknowledgement on the signature page, which has been so executed, and (ii) has reviewed and hereby expressly certifies to the accuracy of the representations and warranties made herein with respect to the IXX and the individual Subscriber. (fg) In the event that the Subscriber is permitted by the Company to make an additional capital commitment to purchase Shares on a date after its initial subscription has been accepted, the Subscriber shall be required to enter into an addendum to this Subscription Agreement covering such additional capital commitment.

Acceptance of Subscription; Closings. This Subscription Agreement is made subject to the following terms and conditions: (a) The Company shall have the right to accept or reject the Subscriber’s subscription, in whole or in part, for any reason, including, without limitation, (i) the inability of the Subscriber to meet the standards imposed by Regulation D promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), ) (ii) the ineligibility of the Subscriber under applicable state or foreign securities laws or (iii) for any other reason. (b) If the Subscriber’s subscription is accepted in part and rejected in part, the Subscriber will be so notified and the Subscriber agrees to deliver promptly upon the Company’s request a new signature page to this Subscription Agreement with respect to which the Subscriber’s Capital Commitment shall be such lesser dollar amount of Shares to be purchased as may be determined by the Company. (c) If the Subscriber’s subscription is wholly rejected, the executed copies of this Subscription Agreement will be returned to the Subscriber. (d) The closing of the subscription for the Shares by the Subscriber (the “Closing”) shall take place on the date that this Subscription Agreement (having been executed and fully completed by the Subscriber) is accepted in whole or in part by the Company (such date being the date filled in by the Company on the signature page hereto). On The Company intends to conduct Closings on a quarterly basis; provided however, that the date of Company, in its sole discretion, may conduct Closings more or less frequently to one or more investors for regulatory, tax or other reasons as may be determined to be appropriate by the receipt of the Subscriber’s first Drawdown Purchase, assuming the Closing has taken place, the Subscriber shall be registered as a stockholder of the Company (a “Stockholder”)Company. (e) The Subscriber agrees to provide any information reasonably requested by the Company to verify the accuracy of the representations contained herein, including the Investor Questionnaire attached hereto as Appendix A (the “Investor Questionnaire”) and the Certification of Beneficial Owner(s) attached hereto as Appendix B. (f) If the individual subscribing for Shares is investing assets on behalf of an individual retirement account (an “XXX”), the individual who established the XXX has signed the signature page of this Subscription Agreement and confirms that such individual (i) has directed the custodian or trustee of the XXX to execute the acknowledgement on the signature page, which has been so executed, and (ii) has reviewed and hereby expressly certifies to the accuracy of the representations and warranties made herein with respect to the XXX and the individual Subscriber. (fg) In the event that the Subscriber is permitted by the Company to make an additional capital commitment to purchase of Shares on a date after its initial subscription has been accepted, the Subscriber shall be required to enter into an addendum to this Subscription Agreement a new subscription agreement covering such additional capital commitmentpurchase.

Acceptance of Subscription; Closings. This Subscription Agreement is made subject to the following terms and conditions: (a) a. The Company Fund shall have the right right, in its sole discretion, to accept or reject the Subscriber’s subscription, in whole or in part, for any reason, including, without limitation, (i) the inability of the Subscriber to meet the standards imposed by Regulation D and/or Regulation S promulgated by the Securities and Exchange Commission SEC under the U.S. Securities Act of 1933, as amended (the “Securities Act”), (ii) the ineligibility of the Subscriber under applicable state or foreign securities laws or (iii) for any other reason. (b) b. If the Subscriber’s subscription is accepted in part and rejected in part, the Subscriber will be so notified and the Subscriber agrees to deliver promptly upon the CompanyFund’s request a new signature page to this Subscription Agreement with respect to which the Subscriber’s Capital Commitment shall be such lesser amount as may be determined by the CompanyFund. (c) c. If the Subscriber’s subscription is wholly rejected, the executed copies of this Subscription Agreement will be returned to the Subscriber. (d) d. The closing of the subscription for the Shares by the Subscriber (the “Closing”) shall take place on the date that this Subscription Agreement (having been executed and fully completed by the Subscriber) is accepted in whole or in part by the Company Fund (such date being the date filled in by the Company Fund on the signature page hereto). On the date of the Fund’s receipt of the Subscriber’s first Drawdown PurchasePurchase (as defined below), assuming the Closing has taken place, the Subscriber shall be registered as a stockholder Class I shareholder of the Company Fund (a “StockholderShareholder”). (e) e. The Subscriber agrees to provide any information reasonably requested by the Company Fund to verify the accuracy of the representations contained herein, including the Investor Questionnaire attached hereto as Appendix A (the “Investor Questionnaire”) and the Certification of Beneficial Owner(s) attached hereto as Appendix B. f. If the individual subscribing for Shares is investing assets on behalf of an individual retirement account (an “IRA”), the individual who established the IRA has signed the signature page of this Subscription Agreement and confirms that such individual (i) has directed the custodian or trustee of the IRA to execute the acknowledgement on the signature page, which has been so executed, and (ii) has reviewed and hereby expressly certifies to the accuracy of the representations and warranties made herein with respect to the IRA and the individual Subscriber. (f) g. In the event that the Subscriber is permitted by the Company Fund to make an additional capital commitment to purchase Shares on a date after its initial subscription has been accepted, the Subscriber shall be required to enter into an addendum to this Subscription Agreement or a new subscription agreement, at the Fund’s discretion, covering such additional capital commitment.

Acceptance of Subscription; Closings. This Subscription Agreement is made subject to the following terms and conditions: (a) The Company shall have the right to accept or reject the Subscriber’s subscription, in whole or in part, for any reason, including, without limitation, (i) the inability of the Subscriber to meet the standards imposed by Regulation D promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”)) or, (ii) the ineligibility of the Subscriber under applicable state or foreign securities laws or (iii) for any other reason. (b) If the Subscriber’s subscription is accepted in part and rejected in part, the Subscriber will be so notified and the Subscriber agrees to deliver promptly upon the Company’s request a new signature page to this Subscription Agreement with respect to which the Subscriber’s Capital Commitment shall be such lesser amount as may be determined by the Company. (c) If the Subscriber’s subscription is wholly rejected, rejected the executed copies of this Subscription Agreement will shall be returned to the Subscriber. (d) The closing of the subscription for the Shares by the Subscriber (the “Closing”) ), shall take place on the date that this Subscription Agreement (having been executed and fully completed by the Subscriber) is accepted in whole or in part by the Company (such date being the date filled in by the Company on the signature page hereto). On the date of the Company’s receipt of the Subscriber’s first Drawdown PurchasePurchase (as defined below), assuming the Closing has taken place, the Subscriber shall be registered as a stockholder of the Company (a “Stockholder”). (e) The Subscriber agrees to provide any information reasonably requested by the Company to verify the accuracy of the representations contained herein, including the Investor Questionnaire attached hereto as Appendix A (the “Investor Questionnaire”). (f) If the individual subscribing for Shares is investing assets on behalf of an individual retirement account (an “XXX”), the individual who established the XXX has signed the signature page of this Agreement and confirms that such individual (i) has directed the custodian or trustee of the XXX to execute the acknowledgement on the signature page, which has been so executed, and (ii) has reviewed and hereby expressly certifies to the accuracy of the representations and warranties made herein with respect to the XXX and the individual Subscriber. (g) In the event that the Subscriber is permitted by the Company to make an additional capital commitment to purchase Shares on a date after its initial subscription has been accepted, the Subscriber shall be required to enter into an addendum to this Subscription Agreement covering such additional capital commitment.