Common use of Capital Drawdowns Clause in Contracts

Capital Drawdowns. (a) Subject to Section 2.01(f), purchases of Shares will take place on dates selected by the Company in its sole discretion (each, a “Capital Drawdown Date”) and shall be made in accordance with the provisions of Section 1.01(b). (b) The Company shall deliver to the Subscriber, at least ten (10) Business Days prior to each Capital Drawdown Date, a notice (a “Funding Notice”) setting forth (i) the Capital Drawdown Date, (ii) the aggregate number of Shares to be sold to all Subscribers on the Capital Drawdown Date and the aggregate purchase price for such Shares, (iii) the applicable Drawdown Share Amount, Drawdown Purchase Price and Per Share Price and (iv) the account to which the Drawdown Purchase Price should be wired. For the purposes of this Agreement, the term “Business Day” shall have the meaning ascribed to it in Rule 14d-1(g)(3) under the Securities Exchange Act of 1934, as amended (the “1934 Act”). (c) The delivery of a Funding Notice to the Subscriber shall be the sole and exclusive condition to the Subscriber’s obligation to pay the Drawdown Purchase Price identified in each Funding Notice, and shall represent the Company’s acceptance of the Subscriber’s irrevocable and ongoing offer to purchase Shares. (d) On each Capital Drawdown Date, the Subscriber shall pay the Drawdown Purchase Price to the Company by bank wire transfer in immediately available funds in U.S. dollars to the account specified in the Funding Notice. (e) The State Street Bank and Trust Company will act as transfer agent (the “Transfer Agent”) and registrar for the Shares, unless and until the Company, in its sole discretion, decides to appoint a third party to act in one or both of those capacities. (f) As of the date of any public offering pursuant to a registration statement under the 1933 Act of the Company’s common stock and a listing of shares of the Company’s common stock on a national securities exchange registered with the U.S. Securities and Exchange Commission (an “IPO”) or a listing of shares of the Company’s common stock on a national securities exchange registered with the U.S. Securities and Exchange Commission (a “Listing”), any Unused Capital Commitment shall automatically be reduced to zero. In the event an IPO or Listing has not occurred as of the third anniversary of the Closing Date (the period ending on such date being the “Commitment Period”), the Subscriber shall not be required to fund any additional Funding Notices, except to the extent necessary to pay amounts due under Funding Notices that the Company may thereafter issue to: (a) pay Company expenses, including management fees, any amounts that may become due under any borrowings or other financings or similar obligations, indemnity obligations and any other liabilities, contingent or otherwise, (b) complete investments in any transactions for which there are binding written agreements as of the end of the Commitment Period (including investments that are funded in phases) or that are otherwise significantly in process prior to the expiration of the Commitment Period and as to which the Company and the prospective portfolio company have commenced, in good faith, negotiating the terms of the investment and which the Company reasonably expects to be consummated prior to the date that is 90 days after the date of the expiration of the Commitment Period, (c) fund follow-on investments made in existing portfolio companies that, in the aggregate, do not exceed ten percent (10%) of total Capital Commitments, (d) fund obligations under any Company indebtedness, guarantee or indemnity and (e) fulfill obligations with respect to any Defaulted Commitment. (g) Notwithstanding anything to the contrary contained in this Agreement, the Company shall have the right to exclude any Subscriber (such Subscriber, an “Excluded Subscriber”) from purchasing Shares from the Company on any Capital Drawdown date if, in the reasonable discretion of the Company, there is a substantial likelihood that such Subscriber’s purchase of Shares at such time would (i) result in a violation of, or noncompliance with, any law or regulation to which such Subscriber, the Company, the Adviser, any Other Subscriber or a portfolio company would be subject or (ii) cause the investments of “Benefit Plan Investors” (within the meaning of Section 3(42) of the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and certain Department of Labor regulations) to be significant and the assets of the Company to be considered “plan assets” under ERISA or Section 4975 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”).

Capital Drawdowns. (a) Subject Common Unitholders agree to Section 2.01(fpurchase Common Units for an aggregate purchase price equal to their respective Undrawn Capital Commitments, payable at such times and in such amounts as required by the Company following the receipt of the required notice, as described below. Each Common Unitholder will be required to make capital contributions (up to the amount of its Undrawn Capital Commitment) to purchase Common Units each time the Company delivers a drawdown notice (a “Drawdown Notice”), purchases which will be delivered in respect of Shares will take place on dates such Capital Commitment at least ten (10) calendar days prior to the required funding date selected by the Company in its sole discretion (each, a “Capital Drawdown Date”) and shall be made in accordance ), provided, that, with the provisions of Section 1.01(b). (b) The Company shall deliver respect to the Subscriberfirst Capital Drawdown Date of any Member, at least ten (10) Business Days notice may be delivered to Common Unitholders any time prior to the Initial Closing; provided further, that, with respect to the first Capital Drawdown Date immediately following a Subsequent Closing, notice may be delivered to Common Unitholders any time prior to the Subsequent Closing. Each of the Common Unitholders and the Company agrees that on each Capital Drawdown Date, such Common Unitholder shall purchase from the Company, and the Company shall issue to such Common Unitholder, a notice (a “Funding Notice”) setting forth (i) the Capital Drawdown Date, (ii) the aggregate number of Shares Common Units equal to be sold the Drawdown Unit Amount at an aggregate price equal to all Subscribers on the Capital Drawdown Date and the aggregate purchase price for such Shares, (iii) the applicable Drawdown Share Amount, Drawdown Purchase Price and Per Share Price and (iv) the account to which the Drawdown Purchase Price should Price; provided, however, that in no circumstance will a Common Unitholder be wired. For required to purchase Common Units for an amount in excess of its Undrawn Capital Commitment; provided, further, that the purposes of this Agreement, the term “Business Day” shall have the meaning ascribed to it in Rule 14d-1(g)(3) under the Securities Exchange Act of 1934, as amended (the “1934 Act”). (c) The delivery of a Funding Drawdown Notice to the Subscriber a Common Unitholder shall be the sole and exclusive condition to the Subscribersuch Common Unitholder’s obligation to pay the Drawdown Purchase Price identified in each Funding such Drawdown Notice, and shall represent the Company’s acceptance of the SubscriberCommon Unitholder’s irrevocable and ongoing offer to purchase SharesCommon Units. The obligation of Common Unitholders to fund Undrawn Capital Commitments is without defense, counterclaim or offset of any kind. (d) On each Capital Drawdown Date, the Subscriber shall pay the Drawdown Purchase Price to the Company by bank wire transfer in immediately available funds in U.S. dollars to the account specified in the Funding Notice. (e) The State Street Bank and Trust Company will act as transfer agent (the “Transfer Agent”) and registrar for the Shares, unless and until the Company, in its sole discretion, decides to appoint a third party to act in one or both of those capacities. (fb) As of the date of any public offering pursuant to a registration statement under the 1933 Act of the Company’s common stock and a listing of shares of the Company’s common stock on a national securities exchange registered with the U.S. Securities and Exchange Commission (an “IPO”) or a listing of shares of the Company’s common stock on a national securities exchange registered with the U.S. Securities and Exchange Commission (a “Listing”), any Unused Capital Commitment shall automatically be reduced to zero. In the event an IPO or Listing has not occurred as of the third anniversary of the Closing Date (the period ending on such date being the “Commitment Period”), the Subscriber shall not be required to fund any additional Funding Notices, except to the extent necessary to pay amounts due under Funding Notices that the Company may thereafter issue to: (a) pay Company expenses, including management fees, any amounts that may become due under any borrowings or other financings or similar obligations, indemnity obligations and any other liabilities, contingent or otherwise, (b) complete investments in any transactions for which there are binding written agreements as of the end of the Commitment Period (including investments that are funded in phases) or that are otherwise significantly in process prior to the expiration of the Commitment Period and as to which the Company and the prospective portfolio company have commenced, in good faith, negotiating the terms of the investment and which the Company reasonably expects to be consummated prior to the date that is 90 days after the date of the expiration of the Commitment Period, (c) fund follow-on investments made in existing portfolio companies that, in the aggregate, do not exceed ten percent (10%) of total Capital Commitments, (d) fund obligations under any Company indebtedness, guarantee or indemnity and (e) fulfill obligations with respect to any Defaulted Commitment. (g) Notwithstanding anything to the contrary contained used in this Agreement, the Company shall have the right to exclude any Subscriber (such Subscriber, an “Excluded Subscriber”) from purchasing Shares from the Company on any Capital Drawdown date if, in the reasonable discretion of the Company, there is a substantial likelihood that such Subscriber’s purchase of Shares at such time would (i) result in a violation of, or noncompliance with, any law or regulation to which such Subscriber, the Company, the Adviser, any Other Subscriber or a portfolio company would be subject or (ii) cause the investments of “Benefit Plan Investors” (within the meaning of Section 3(42) of the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and certain Department of Labor regulations) to be significant and the assets of the Company to be considered “plan assets” under ERISA or Section 4975 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”).:

Capital Drawdowns. (a) Subject to Section 2.01(f), purchases Purchases of Shares will take place on dates selected by the Company in its sole discretion (each, a “Capital Drawdown Date”) and shall be made in accordance with the provisions of Section 1.01(b)1.2. (b) The Company shall deliver make available to the SubscriberInvestor via the investor portal, at least ten (10) Business Days calendar days prior to each Capital Drawdown Date, a notice (each, a “Funding Notice”) setting forth (i) the Capital Drawdown Date, (ii) the aggregate number of Shares to be sold to all Subscribers on the Capital Drawdown Date Purchase Price and the aggregate purchase price for such SharesDrawdown Share Amount, (iii) the applicable Drawdown Purchase Price, Per Share Price and Drawdown Share Amount, Drawdown Purchase Price and Per Share Price and (iv) the account to which the Drawdown Purchase Price should be wired. For the purposes of this Agreement, the term “Business Day” shall have the meaning ascribed to it in Rule 14d-1(g)(3) under the Securities Exchange Act of 1934, as amended (the “1934 Act”). (c) The delivery of a Funding Notice to the Subscriber Investor shall be the sole and exclusive condition to the SubscriberInvestor’s obligation to pay the Drawdown Purchase Price identified in each Funding Notice, and shall represent the Company’s acceptance of the SubscriberInvestor’s irrevocable and ongoing offer to purchase SharesShares contained in this Subscription Agreement. (d) On each Capital Drawdown Date, the Subscriber Investor shall pay the Drawdown Purchase Price to the Company by bank wire transfer in immediately available funds in U.S. dollars to the account specified in the Funding Notice. (e) The State Street Bank investment period commenced on May 26, 2022 and Trust Company will act as transfer agent end on the fourth anniversary of the Initial Closing Date (such period, the “Investment Period”). Subsequent to the Investment Period, investors will be released from any further obligation with respect to their undrawn Capital Commitments (the “Transfer Agent”) and registrar for the Shares, unless and until the Company, in its sole discretion, decides to appoint a third party to act in one or both of those capacities. (f) As of the date of any public offering pursuant to a registration statement under the 1933 Act of the Company’s common stock and a listing of shares of the Company’s common stock on a national securities exchange registered with the U.S. Securities and Exchange Commission (an “IPO”) or a listing of shares of the Company’s common stock on a national securities exchange registered with the U.S. Securities and Exchange Commission (a “ListingUnused Capital Commitments”), any Unused Capital Commitment shall automatically be reduced to zero. In the event an IPO or Listing has not occurred as of the third anniversary of the Closing Date (the period ending on such date being the “Commitment Period”), the Subscriber shall not be required to fund any additional Funding Notices, except to the extent necessary to pay amounts due under Funding Notices funding notices that the Company may thereafter issue to: (a) pay Company its expenses, including management fees, any amounts that may become due under any borrowings or other financings or similar obligations, indemnity obligations and any other liabilities, contingent or otherwise, in each case to the extent they relate to the Investment Period, (b) complete investments in any transactions for which there are binding written agreements as of the end of the Commitment Investment Period (including investments that are funded in phases) or that are otherwise significantly in process prior to the expiration of the Commitment Period and as to which the Company and the prospective portfolio company have commenced, in good faith, negotiating the terms of the investment and which the Company reasonably expects to be consummated prior to the date that is 90 days after the date of the expiration of the Commitment Period), (c) fund amounts required to fund financing commitments entered into on or before the end of the Investment Period, and any amounts paid on exercise of warrants or to otherwise protect the value of existing investments (for example, follow on debt or equity investments made to protect existing investments and/or pursuant to pay-to-play provisions in a portfolio company’s charter documents, or in a “down round” of equity to avoid dilution, or to take advantage of negotiated super pro rata rights under which the acceptability of a previous investment was augmented by the right to make a disproportionate follow-on investments made in existing portfolio companies that, in investment) as needed prior to the aggregate, do not exceed ten percent (10%) termination of total Capital Commitmentsthe Company, (d) fund obligations under any Company indebtedness, guarantee or indemnity and made by the Company during the Investment Period and/or (e) fulfill obligations with respect to any Defaulted Commitmentdefaulted Capital Commitment by one or more other investors in the Company. (gf) Notwithstanding anything to the contrary contained in this Subscription Agreement, the Company shall have the right (a “Limited Exclusion Right”) to exclude any Subscriber Investor (such SubscriberInvestor, an “Excluded SubscriberInvestor”) from purchasing Shares from the Company on any Capital Drawdown date Date (i) if, in the reasonable discretion of the Company, there is a substantial likelihood that such SubscriberInvestor’s purchase or exchange of Shares at such time would (iA) result in a violation of, or noncompliance with, any law or regulation to which such SubscriberInvestor, the Company, the AdviserInvestment Manager, any Other Subscriber Investor or a portfolio company would be subject or subject; (iiB) cause the investments assets of the Company to be considered “Benefit Plan Investorsplan assets” (within the meaning of Section 3(42) of under the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and certain Department of Labor regulations) to be significant and the assets of the Company to be considered “plan assets” under ERISA ), or Section 4975 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”); or (ii) for any reason or no reason at the Company’s sole discretion.

Capital Drawdowns. (a) Subject to Section 2.01(f3(f), purchases of Shares will take place on dates selected by the Company in its sole discretion (each, a “Capital Drawdown Date”) and shall be made in accordance with the provisions of Section 1.01(b1(b). (b) The Company shall deliver to the SubscriberInvestor, at least ten (10) Business Days calendar days prior to each Capital Drawdown Date, a notice (a “Funding Notice”) setting forth (i) the Capital Drawdown Date, (ii) the aggregate number of Shares to be sold to all Subscribers Investors on the Capital Drawdown Date and the aggregate purchase price for such Shares, (iii) the applicable Drawdown Share Amount, Drawdown Purchase Price and Per Share Price and (iv) the account to which the Drawdown Purchase Price should be wired. For the purposes of this Agreement, the term “Business Day” shall have the meaning ascribed to it in Rule 14d-1(g)(3) under the Securities Exchange Act of 1934, as amended (the “1934 Act”). (c) The delivery of a Funding Notice to the Subscriber Investor shall be the sole and exclusive condition to the SubscriberInvestor’s obligation to pay the Drawdown Share Purchase Price identified in each Funding Notice, and shall represent the Company’s acceptance of the SubscriberInvestor’s irrevocable and ongoing offer to purchase Shares. (d) On each Capital Drawdown Date, the Subscriber Investor shall pay the Drawdown Purchase Price to the Company by bank wire transfer in immediately available funds in U.S. dollars to the account specified in the Funding Notice. Copy No.: For the Exclusive Use of: (e) The State Street Bank and Trust Company or any other person as determined by the Board in its discretion will act as transfer agent and registrar for the Shares (the “Transfer Agent”) and registrar for the Shares), unless and until until, either the Company, in its sole discretion, Company or the Transfer Agent decides to appoint a third party to act in one or both of those capacitiesterminate the agreement between the parties. (f) As The Company may draw Capital Commitments from the Investors at any time during the period from the Initial Closing through the earlier of the date (a) completion of any public offering pursuant to a registration statement under Liquidity Event (as defined below), and (b) the 1933 Act fifth anniversary of the Company’s common stock and Initial Closing (the “Investment Period”), unless the Investment Period is earlier terminated in connection with a Key Person Event (as defined in Section 10(a)). A “Liquidity Event” means: at the discretion of the Board: (a)(i) the listing of shares of the Company’s common stock on a national securities exchange registered with the U.S. Securities and Exchange Commission or (ii) an “IPO”) or a listing of shares initial public offering of the Company’s common stock that results in gross proceeds to the Company of at least $50 million and a listing of the common stock on a national securities exchange registered (each of (i) and (ii), a “Qualified Listing”) or (b) with the U.S. Securities consent of a majority of outstanding shares of common stock not affiliated with the Adviser and Exchange Commission in accordance with the applicable requirements of Delaware law, a corporate control transaction, which may include a strategic sale of the Company or all or substantially all of its assets to, or a merger with, another entity, or another type of corporate control event, which may include, but is not limited to, a transaction with an affiliated entity, including an affiliated business development company, for consideration in cash or publicly listed securities of such entity or a combination of cash and such publicly listed securities (each, a “ListingCorporate Control Transaction”). Following the end of the Investment Period, any Unused Capital Commitment (other than any Defaulted Commitment (as defined below)) shall automatically be reduced to zero. In the event an IPO or Listing has not occurred as of the third anniversary of the Closing Date (the period ending on such date being the “Commitment Period”), the Subscriber shall not be required to fund any additional Funding Notices, except to the extent necessary to pay amounts due under Funding Notices that the Company may thereafter issue to: (a) pay Company expensesto fund management fees and the other liabilities and expenses of the Company, including management fees, any amounts that may become due under any borrowings or other financings or similar obligations, indemnity obligations the repayment of the Company’s indebtedness and any other liabilities, contingent or otherwiseexpenses expected to be incurred in connection with the wind down of the Company, (b) to complete investments in any transactions for which there or funding obligations (including guarantees) that are binding the subject of a written agreements commitment as of the end of the Commitment Investment Period (including investments that are funded providing for funding in phases) or that are otherwise significantly in process prior to the expiration of the Commitment Period and as to which the Company and the prospective portfolio company have commenced, in good faith, negotiating the terms of the investment and which the Company reasonably expects to be consummated prior to the date that is 90 days after the date of the expiration of the Commitment Period), (c) fund to make “follow-on on” investments made (as defined below) in existing portfolio companies that, in the aggregate, do an aggregate amount not to exceed ten percent (10%) 20% of total Capital Commitments or undrawn Capital Commitments, whichever is less (d) fund obligations under any Company indebtedness, guarantee or indemnity and (e) to fulfill obligations with respect to any Defaulted Commitment. (g) Notwithstanding anything to the contrary contained in this Agreement, the Company shall have the right to exclude any Subscriber (such Subscriber, Drawdown Purchase Price due from an “Excluded Subscriber”) from purchasing Shares from the Company Investor on any a Capital Drawdown date if, in the reasonable discretion of the Company, there is a substantial likelihood Date that such Subscriber’s purchase of Shares at such time would Investor fails to pay, and (ie) result in a violation of, or noncompliance with, any law or regulation to which such Subscriber, the Company, the Adviser, any Other Subscriber or a portfolio company would be subject or (ii) cause the investments of “Benefit Plan Investors” (within the meaning of Section 3(42) of the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and certain Department of Labor regulations) to be significant and the assets of necessary for the Company to be considered “plan assets” under ERISA or Section 4975 of comply with applicable laws and regulations, including the Investment Company Act and the U.S. Internal Revenue Code of 1986, as amended (the “Code”) (collectively, “Runoff Activities”). “Follow-on investments” are investments in respect of any portfolio company in which the Company has previously invested or in entities whose business is related to or complementary to that of an existing portfolio company that the Adviser determines are appropriate or necessary for the Company to invest in for the purpose of preserving, protecting or enhancing the value of such prior investments. Furthermore, the Investor will still be subject to any Distribution Fees (as defined below) due under any Distribution Fee Funding Notices (as defined below).