Common use of Capital Commitment; Drawdowns; Defaulting Shareholders Clause in Contracts

Capital Commitment; Drawdowns; Defaulting Shareholders. (a) Prior to an Liquidity Event, unless otherwise determined by the Trustees, prospective Shareholders will make a Capital Commitment pursuant to a subscription agreement entered into with the Trust, pursuant to which Shareholders agree to contribute capital to the Trust in exchange for Shares. The subscription agreements provide that investors are required to fund capital contributions to purchase Shares (each a “Drawdown Purchase”), each time the Trust delivers a drawdown notice, which the Trust will deliver at least 10 calendar days prior to the date on which contributions will be due. Drawdown Purchases will generally be made pro rata, in accordance with unfunded Capital Commitments of all investors, unless otherwise determined by the Adviser (including as the Adviser determines necessary or desirable in order to comply with any applicable legal, regulatory, tax or similar regimes). (b) After the initial closing (the “Initial Closing”), the Trust may permit one or more additional closings (each, a “Closing”), which may occur from time to time as determined by the Trust until (and including) the 12-month anniversary date of the Initial Closing, which may be extended for two additional six-month periods by the Adviser. (c) In the event that the Trust enters into a subscription agreement with one or more investors after the initial Drawdown Purchase in which the proceeds are used to make investments (the “Effective Date”), unless otherwise determined by the Trustees, each such investor will be required to make a purchase of Shares on a date to be determined by the Trust that occurs no later than the next succeeding Drawdown Purchase date so that Drawdown Purchases are pro rata in accordance with the unfunded Capital Commitments of all investors, unless otherwise determined by the Adviser (including as the Adviser determines necessary or desirable in order to comply with any applicable legal, regulatory, tax or similar regimes). (d) At the earlier of (i) a Liquidity Event and (ii) three years following the Effective Date (the “Commitment Period”), investors will be released from any further obligation to purchase additional Shares, except to the extent necessary to (a) pay Trust expenses, including management fees, amounts that may become due under any borrowings or other financings or similar obligations, or indemnity obligations, (b) complete investments in any transactions (1) to which the Adviser has committed the Trust to proceed as of the end of the Commitment Period (including investments that are funded in phases), and (2) with deferred purchase price payments, contingent purchase price payments, milestone payments or other phased payments or payments for other staged funding obligations or similar arrangements, (c) fund follow-on investments made in existing portfolio companies within three years from the end of the Commitment Period that, in the aggregate, do not exceed twenty percent (20%) of total Capital Commitments, (d) fund obligations under any Trust guarantee and (e) fulfill obligations with respect to any Shareholder failures to pay Capital Commitments when due, described in Section 7.1(e) below. No investor in the Trust’s private placement will be required to invest more than the total amount of its Capital Commitment. (e) Unless otherwise agreed by the Trustees or the Adviser with a Shareholder, if a Shareholder fails to fund a Capital Commitment when due, after a ten business day cure period the Trust may determine such Shareholder to be a defaulting Shareholder. Subject to the approval of the Trustees, a defaulting Shareholder will forfeit its right to participate in future capital calls and 50% of its Shares may be transferred to the non-defaulting Shareholders on a pro rata basis. In addition, the Adviser may, in its discretion and subject to applicable law, take any actions available under this Declaration or at law or in equity. Without limitation on the rights the Trust may have against the defaulting Shareholder, the Trust may call for additional capital contributions from non-defaulting Shareholders to make up any shortfall. The non-defaulting Shareholders could therefore be required to fund any shortfall up to their remaining Capital Commitments. (f) The provisions of the applicable subscription agreements pertaining to Capital Commitments shall be deemed to be incorporated by reference into this Declaration.

Capital Commitment; Drawdowns; Defaulting Shareholders. (a) The initial closing (the “Initial Closing”) will occur as soon as reasonably practicable. Subsequent closings (each, a “Closing”) may occur at the beginning of any calendar quarter (or such other times as may be determined by the Adviser in its discretion). Prior to an Liquidity Eventthe Initial Closing, unless otherwise determined by the Trustees, prospective Shareholders will make a commitment to purchase Shares (“Capital Commitment Commitment”) pursuant to a subscription agreement entered into with the Trust, pursuant to which Shareholders agree to contribute capital to the Trust in exchange for Shares. The subscription agreements provide that investors are required to fund capital contributions to purchase Shares (each a “Drawdown Purchase”), each time the Trust delivers a drawdown notice, which the Trust will deliver at least 10 calendar business days prior to the date on which contributions will be due. Drawdown Purchases will generally be made pro rata, in accordance with unfunded Capital Commitments of all investors, unless otherwise determined by the Adviser (including as the Adviser determines necessary or desirable in order to comply with any applicable legal, regulatory, tax or similar regimes). (b) After the initial closing (the “Initial Closing”), the Trust may permit one or more additional closings (each, a “Closing”), which may occur from time to time as determined by the Trust until (and including) the 12-month anniversary date of the Initial Closing, which may be extended for two additional six-month periods by the Adviser. (c) In the event that the Trust enters into a subscription agreement with one or more investors after the initial Drawdown Purchase in which the proceeds are used to make investments (the “Effective Date”)investments, unless otherwise determined by the Trustees, each such investor will be required to make a purchase of Shares on a date to be determined by the Trust that occurs no later than the next succeeding Drawdown Purchase date so that Drawdown Purchases are pro rata in accordance with the unfunded Capital Commitments of all investors, unless otherwise determined by the Adviser (including as the Adviser determines necessary or desirable in order to comply with any applicable legal, regulatory, tax or similar regimes). (dc) At Each Shareholder will be released from any obligation to purchase additional Shares on the earlier of (i) a Liquidity Event the date that such Shareholder’s Capital Commitment is fully called; and (ii) three years following the Effective Date four year anniversary date of the Closing of such Shareholder’s Capital Commitment to the Trust (the “Commitment Period”), investors will be released from any further obligation to purchase additional Shares, except to the extent necessary to (a) pay Trust expenses, including management fees, amounts that may become due under any borrowings or other financings or similar obligations, or indemnity obligations, (b) complete investments in any transactions (1) to which the Adviser has committed the Trust to proceed as of the end of the relevant Commitment Period pursuant to a written agreement (including investments that are funded in phases), and (2) with deferred purchase price payments, contingent purchase price payments, milestone payments or other phased payments or payments for other staged funding obligations or similar arrangements, (c) fund follow-on investments made in existing portfolio companies within three years from the end of the relevant Commitment Period that, in the aggregate, do not exceed twenty percent (20%) 5% of total Capital Commitments, Commitment of such investor and (d) fund obligations under any Trust guarantee and (e) fulfill obligations with respect guarantee. Subject to any the foregoing exceptions, each Shareholder failures to pay Capital Commitments when due, described in Section 7.1(e) below. No investor in the Trust’s private placement Trust will be required to invest more than the total amount have a Commitment Period of its Capital Commitmentfour years. (ed) Unless otherwise agreed by the Trustees or the Adviser with a Shareholder, if a Shareholder fails to fund a capital contribution in respect of its Capital Commitment when due, after a ten business 10-business-day cure period the Trust may determine such Shareholder to be a defaulting Shareholder. Subject to the approval of the Trustees, a A defaulting Shareholder will forfeit its right to participate in future capital calls and 50% of its Shares may will be transferred to the non-defaulting Shareholders on a pro rata basis. In addition, the Adviser may, in its discretion and subject to applicable law, take any actions available under this Declaration or at law or in equity. Without limitation on the rights the Trust may have against the defaulting Shareholder, the Trust may call for additional capital contributions from non-defaulting Shareholders to make up any shortfall. The non-defaulting Shareholders could therefore be required to fund any shortfall up to their remaining Capital Commitments. (fe) The provisions of the applicable subscription agreements pertaining to Capital Commitments shall be deemed to be incorporated by reference into this Declaration.

Capital Commitment; Drawdowns; Defaulting Shareholders. (a) Prior to an Liquidity EventExchange Listing, unless otherwise determined by the Trustees, prospective Shareholders will make a Capital Commitment pursuant to a subscription agreement entered into with the Trust, pursuant to which Shareholders agree to contribute capital to the Trust in exchange for Shares. The subscription agreements provide that investors are required to fund capital contributions to purchase Shares (each a “Drawdown Purchase”), each time the Trust delivers a drawdown notice, which the Trust will deliver at least 10 calendar days prior to the date on which contributions will be due. Drawdown Purchases will generally be made pro rata, in accordance with unfunded Capital Commitments of all investors, unless otherwise determined by the Adviser (including as the Adviser determines necessary or desirable in order to comply with any applicable legal, regulatory, tax or similar regimes). (b) After the initial closing (the “Initial Closing”), the Trust may permit one or more additional closings (each, a “Closing”), which may occur from time to time as determined by the Trust until (and including) the 12-month anniversary date of the Initial Closing, which may be extended for two an additional six-month periods six months by the Adviser. (c) In the event that the Trust enters into a subscription agreement with one or more investors after the initial Drawdown Purchase in which the proceeds are used to make investments (the “Effective Date”), unless otherwise determined by the Trustees, each such investor will be required to make a purchase of Shares on a date to be determined by the Trust that occurs no later than the next succeeding Drawdown Purchase date so that Drawdown Purchases are pro rata in accordance with the unfunded Capital Commitments of all investors, unless otherwise determined by the Adviser (including as the Adviser determines necessary or desirable in order to comply with any applicable legal, regulatory, tax or similar regimes). (d) At the earlier of (i) a Liquidity Event an Exchange Listing and (ii) three five years following the Effective Date (the “Commitment Period”), investors will be released from any further obligation to purchase additional Shares, except to the extent necessary to (a) pay Trust expenses, including management fees, amounts that may become due under any borrowings or other financings or similar obligations, or indemnity obligations, (b) complete investments in any transactions (1) that the Adviser has allocated to the Trust or to which the Adviser has committed the Trust to proceed as of the end of the Commitment Period (including investments that are funded in phases), and (2) with deferred purchase price payments, contingent purchase price payments, milestone payments or other phased payments or payments for other staged funding obligations or similar arrangements, (c) fund follow-on investments made in existing portfolio companies within three years from the end of the Commitment Period that, in the aggregate, do not exceed twenty five percent (205%) of total Capital Commitments, (d) fund obligations under any Trust guarantee and (e) fulfill obligations with respect to any Shareholder failures to pay Capital Commitments when due, described in Section 7.1(e) below. No investor in the Trust’s private placement will be required to invest more than the total amount of its Capital Commitment. (e) Unless otherwise agreed by the Trustees or the Adviser with a Shareholder, if a Shareholder fails to fund a Capital Commitment when due, after a ten business day cure period the Trust may determine such Shareholder to be a defaulting Shareholder. Subject to the approval of the Trustees, a A defaulting Shareholder will forfeit its right to participate in future capital calls and 50% of its Shares may will be transferred to the non-defaulting Shareholders on a pro rata basis. In addition, the Adviser may, in its discretion and subject to applicable law, take any actions available under this Declaration or at law or in equity. Without limitation on the rights the Trust may have against the defaulting Shareholder, the Trust may call for additional capital contributions from non-defaulting Shareholders to make up any shortfall. The non-defaulting Shareholders could therefore be required to fund any shortfall up to their remaining Capital Commitments. (f) The provisions of the applicable subscription agreements pertaining to Capital Commitments shall be deemed to be incorporated by reference into this Declaration.

Capital Commitment; Drawdowns; Defaulting Shareholders. (a) The initial closing (the “Initial Closing”) will occur as soon as reasonably practicable. Subsequent closings (each, a “Closing”) may occur at the beginning of any calendar quarter (or such other times as may be determined by the Adviser in its discretion). Prior to an Liquidity Eventthe Initial Closing, unless otherwise determined by the Trustees, prospective Shareholders will make a commitment to purchase Shares (“Capital Commitment Commitment”) pursuant to a subscription agreement entered into with the Trust, pursuant to which Shareholders agree to contribute capital to the Trust in exchange for Shares. The With respect to any subscription agreements provide agreement that investors are required requires an investor to fund capital contributions to purchase Shares over a period of time (each a “Drawdown Purchase”), each time such capital contributions will be due upon no fewer than 5 business days after the date on which the Trust delivers a drawdown notice, which although the Trust will deliver at least 10 calendar days prior to the date on which contributions will be dueAdviser may, in its sole discretion, shorten such time period. Drawdown Purchases will generally be made pro rata, in accordance with unfunded Capital Commitments of all investors, unless otherwise determined by the Adviser (including as the Adviser determines necessary or desirable in order to comply with any applicable legal, regulatory, tax or similar regimes). Otherwise, capital contributions will be due on the date of such subscription agreement. (b) After the initial closing (the “Initial Closing”), the Trust may permit one or more additional closings (each, a “Closing”), which may occur from time to time as determined by the Trust until (and including) the 12-month anniversary date of the Initial Closing, which may be extended for two additional six-month periods by the Adviser. (c) In the event that the Trust enters into a subscription agreement with one or more investors after the initial Drawdown Purchase in which the proceeds are used to make investments (the “Effective Date”)investments, unless otherwise determined by the Trustees, each such investor will be required to to, make a purchase of Shares on a date to be determined by the Trust that occurs no later than the next succeeding Drawdown Purchase date so that Drawdown Purchases are pro rata in accordance with the unfunded Capital Commitments of all investors, unless otherwise determined by the Adviser (including as the Adviser determines necessary or desirable in order to comply with any applicable legal, regulatory, tax or similar regimes). (dc) At Each Shareholder will be released from any obligation to purchase additional Shares on the earlier of (i) a Liquidity Event the date that such Shareholder’s Capital Commitment is fully called; and (ii) three years following the Effective Date 18-month anniversary of the Initial Closing (such period, the “Commitment Investment Period”), investors will be released from any further obligation to purchase additional Shares, except to the extent necessary to (a) pay Trust expenses, including management fees, amounts that may become due under preserve or enhance the value of any borrowings or other financings or similar obligations, or indemnity obligations, (b) complete investments in any transactions (1) to which the Adviser has committed the Trust to proceed as of the end of the Commitment Period (including investments that are funded in phases), and (2) with deferred purchase price payments, contingent purchase price payments, milestone payments or other phased payments or payments for other staged funding obligations or similar arrangements, (c) fund follow-on investments made in existing portfolio companies within three years from the end of the Commitment Period that, in the aggregate, do not exceed twenty percent (20%) of total Capital Commitments, (d) fund obligations under any Trust guarantee and (e) fulfill obligations with respect to any Shareholder failures to pay Capital Commitments when due, described in Section 7.1(e) below. No investor in the Trust’s private placement will be required to invest more than existing investments, as determined by the total amount of its Capital CommitmentAdviser. (ed) Unless otherwise agreed by the Trustees or the Adviser with a Shareholder, if a Shareholder fails to fund a capital contribution in respect of its Capital Commitment when due, due after a ten business 10-business-day cure period the Trust may determine such Shareholder to be a defaulting Shareholder. Subject to the approval of the Trustees, a A defaulting Shareholder will forfeit its right to participate in future capital calls and 50% of its Shares may will be transferred to the non-defaulting Shareholders on a pro rata basis. In addition, the Adviser may, in its discretion and subject to applicable law, take any actions available under this Declaration or at law or in equity. Without limitation on the rights the Trust may have against the defaulting Shareholder, the Trust may call for additional capital contributions from non-defaulting Shareholders to make up any shortfall. The non-defaulting Shareholders could therefore be required to fund any shortfall up to their remaining Capital Commitments. (fe) The provisions of the applicable subscription agreements pertaining to Capital Commitments shall be deemed to be incorporated by reference into this Declaration.

Capital Commitment; Drawdowns; Defaulting Shareholders. (a) The initial closing (the “Initial Closing”) will occur as soon as reasonably practicable. Subsequent closings (each, a “Closing”) may occur at the beginning of any calendar quarter (or such other times as may be determined by the Adviser in its discretion). Prior to an Liquidity Eventthe Initial Closing, unless otherwise determined by the Trustees, prospective Shareholders will make a commitment to purchase Shares (“Capital Commitment Commitment”) pursuant to a subscription agreement entered into with the Trust, pursuant to which Shareholders agree to contribute capital to the Trust in exchange for Shares. The With respect to any subscription agreements provide agreement that investors are required requires an investor to fund capital contributions to purchase Shares over a period of time (each a “Drawdown Purchase”), each time the Trust delivers a drawdown notice, which the Trust such capital contributions will deliver be due at least 10 calendar business days prior to the date on which contributions will be duethe Trust delivers a drawdown notice. Drawdown Purchases will generally be made pro rata, in accordance with unfunded Capital Commitments of all investors, unless otherwise determined by the Adviser (including as the Adviser determines necessary or desirable in order to comply with any applicable legal, regulatory, tax or similar regimes). Otherwise, capital contributions will be due on the date of such subscription agreement. (b) After the initial closing (the “Initial Closing”), the Trust may permit one or more additional closings (each, a “Closing”), which may occur from time to time as determined by the Trust until (and including) the 12-month anniversary date of the Initial Closing, which may be extended for two additional six-month periods by the Adviser. (c) In the event that the Trust enters into a subscription agreement with one or more investors after the initial Drawdown Purchase in which the proceeds are used to make investments (the “Effective Date”)investments, unless otherwise determined by the Trustees, each such investor will be required to to, make a purchase of Shares on a date to be determined by the Trust that occurs no later than the next succeeding Drawdown Purchase date so that Drawdown Purchases are pro rata in accordance with the unfunded Capital Commitments of all investors, unless otherwise determined by the Adviser (including as the Adviser determines necessary or desirable in order to comply with any applicable legal, regulatory, tax or similar regimes). (dc) At Each Shareholder will be released from any obligation to purchase additional Shares on the earlier of (i) a Liquidity Event the date that such Shareholder’s Capital Commitment is fully called; and (ii) three years following the Effective Date four year anniversary date of the Closing of such Shareholder’s Capital Commitment to the Trust (the “Commitment Period”), investors will be released from any further obligation to purchase additional Shares, except to the extent necessary to (a) pay Trust expenses, including management fees, amounts that may become due under any borrowings or other financings or similar obligations, or indemnity obligations, (b) complete investments in any transactions (1) to which the Adviser has committed the Trust to proceed as of the end of the relevant Commitment Period pursuant to a written agreement (including investments that are funded in phases), and (2) with deferred purchase price payments, contingent purchase price payments, milestone payments or other phased payments or payments for other staged funding obligations or similar arrangements, (c) fund follow-on investments made in existing portfolio companies within three years from the end of the relevant Commitment Period that, in the aggregate, do not exceed twenty percent (20%) 5% of total Capital Commitments, Commitment of such investor and (d) fund obligations under any Trust guarantee and (e) fulfill obligations with respect guarantee. Subject to any the foregoing exceptions, each Shareholder failures to pay Capital Commitments when due, described in Section 7.1(e) below. No investor in the Trust’s private placement Trust will be required to invest more than the total amount have a Commitment Period of its Capital Commitmentfour years. (ed) Unless otherwise agreed by the Trustees or the Adviser with a Shareholder, if a Shareholder fails to fund a capital contribution in respect of its Capital Commitment when due, due after a ten business 10-business-day cure period the Trust may determine such Shareholder to be a defaulting Shareholder. Subject to the approval of the Trustees, a A defaulting Shareholder will forfeit its right to participate in future capital calls and 50% of its Shares may will be transferred to the non-defaulting Shareholders on a pro rata basis. In addition, the Adviser may, in its discretion and subject to applicable law, take any actions available under this Declaration or at law or in equity. Without limitation on the rights the Trust may have against the defaulting Shareholder, the Trust may call for additional capital contributions from non-defaulting Shareholders to make up any shortfall. The non-defaulting Shareholders could therefore be required to fund any shortfall up to their remaining Capital Commitments. (fe) The provisions of the applicable subscription agreements pertaining to Capital Commitments shall be deemed to be incorporated by reference into this Declaration.