Common use of Covenants of the Company and the Adviser Clause in Contracts

Covenants of the Company and the Adviser. The Company and the Adviser hereby jointly and severally covenant and agree with the Dealer Manager that: 2.1 The Company will: (a) use commercially reasonable efforts to cause the Registration Statement and any subsequent amendments thereto to become effective as promptly as possible; (b) promptly advise the Dealer Manager (i) of the receipt of any comments of, or requests for additional or supplemental information from, the SEC, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to the Prospectus and (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective; (c) timely file every amendment or supplement to the Registration Statement or the Prospectus that may be required by the SEC or under the Securities Act; and (d) promptly notify the Dealer Manager if at any time the SEC shall issue any stop order suspending the effectiveness of the Registration Statement, and, to the extent the Company determines that such action is in its best interest, the Company will use its commercially reasonable efforts to obtain the lifting of such order at the earliest possible time. 2.2 In addition to and apart from the Prospectus, the Company intends to furnish to all appropriate regulatory agencies and use printed sales literature or other materials in connection with the Offering prepared by the Company, the Adviser or the Dealer Manager. Such printed sales literature or other materials prepared by the Company, the Adviser or the Dealer Manager, provided that the use of said sales literature and other materials has been approved for use by the Company in writing and all appropriate regulatory agencies, are referred to hereinafter as the “Authorized Sales Materials.” In the event that the Company uses printed materials in connection with the Offering prepared by the Company, the Adviser or the Dealer Manager that is intended for “broker-dealer use only” or “advisor use only,” the Dealer Manager shall use such materials in accordance with Section 4.3 below. 2.3 The Company will, at no expense to the Dealer Manager, furnish the Dealer Manager with such number of printed copies of the Registration Statement, including all amendments and exhibits thereto, as the Dealer Manager may reasonably request. The Company will similarly furnish to the Dealer Manager and Selected Dealers designated by the Dealer Manager as many copies as the Dealer Manager may reasonably request in connection with the Offering of the Offered Shares of (a) the Prospectus in preliminary and final form and every form of supplement to the Prospectus or post-effective amendment to the Registration Statement; and (b) the Authorized Sales Materials. 2.4 The Company will use its commercially reasonable efforts to (a) qualify the Offered Shares for offering and sale under, or to establish the exemption of the offering and sale of the Offered Shares from qualification or registration under, the applicable state securities or “blue sky” laws of each jurisdiction designated in Exhibit B hereto (the “Qualified Jurisdictions”) and (b) maintain such qualifications or exemptions in effect throughout the Offering. In connection therewith, the Company will prepare and file all such reports as may be required by the securities regulatory authorities in the Qualified Jurisdictions in which the Offered Shares have been sold, provided that the Dealer Manager shall have provided the Company with any information required for such filings or reports that is in the Dealer Manager’s possession. The Company will notify the Dealer Manager promptly following each date of (i) the effectiveness of qualification or exemption of Offered Shares in any additional jurisdiction in which the offering and sale of Offered Shares has been authorized by appropriate state regulatory authorities; and (ii) a change in the status of the qualification or exemption of the Offered Shares in any jurisdiction in any respect. The Company will file and obtain clearance of the Authorized Materials to the extent required by applicable state securities laws. The Company will furnish to the Dealer Manager a copy of such papers filed by the Company in connection with any such qualification. 2.5 If at any time when a Prospectus is required to be delivered under the Securities Act any event occurs as a result of which, in the opinion of the Company, the Prospectus would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Company will promptly notify the Dealer Manager thereof (unless the information shall have been received from the Dealer Manager) and the Dealer Manager and the Selected Dealers shall suspend the offering and sale of the Offered Shares in accordance with Section 4.3 hereof until such time as the Company, in its sole discretion (a) instructs the Dealer Manager to resume the offering and sale of the Offered Shares and (b) has prepared any required supplement to the Prospectus or post-effective amendment to the Registration Statement as shall be necessary to correct such statement or omission and to comply with the requirements of Section 10 of the Securities Act. 2.6 The Company will apply the proceeds from the sale of the Offered Shares as stated in the Prospectus. 2.7 The Company will engage and maintain, at its expense, a registrar and transfer agent for the Offered Shares. The Company will disclose a per share estimated value of the Offered Shares and related information in accordance with the requirements of FINRA Rule 2310(b)(5).

Covenants of the Company and the Adviser. The Company and the Adviser hereby jointly and severally covenant and agree with the Dealer Manager that: 2.1 2.1. The Company will: (a) use commercially reasonable efforts to cause the Registration Statement and any subsequent amendments thereto to become effective as promptly as possible; (b) promptly advise the Dealer Manager (i) of the receipt of any comments of, or requests for additional or supplemental information from, the SECCommission, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to the Prospectus Prospectus, and (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective; (c) timely file every amendment or supplement to the Registration Statement or the Prospectus that may be required by the SEC Commission or under the Securities Act; and (d) promptly notify the Dealer Manager if at any time the SEC Commission shall issue any stop order suspending the effectiveness of the Registration Statement, it will promptly notify the Dealer Manager and, to the extent the Company determines that such action is in its the best interestinterest of the Company, the Company will use its commercially reasonable efforts to obtain the lifting of such order at the earliest possible time. 2.2 2.2. In addition to and apart from the Prospectus, the Company intends to furnish to all appropriate regulatory agencies and use printed sales literature or other materials in connection with the Offering prepared by the Company, the Adviser or the Dealer Manager, which materials are generally described in the Prospectus. Such printed sales literature or other materials prepared by the Company, the Adviser or the Dealer Manager, provided that the use of said sales literature and other materials has been approved for use by the Company in writing and all appropriate regulatory agencies, are referred to hereinafter as the “Authorized Sales Materials.” In the event that the Company uses printed materials in connection with the Offering prepared by the Company, the Adviser or the Dealer Manager that is Manager, intended for “broker-dealer use only” or “advisor use only,” the Dealer Manager shall use such “broker-dealer use only” materials in accordance with Section 4.3 below. 2.3 2.3. The Company will, at no expense to the Dealer Manager, furnish the Dealer Manager with such number of printed copies of the Registration Statement, including all amendments and exhibits thereto, as the Dealer Manager may reasonably request. The Company will similarly furnish to the Dealer Manager and Selected Participating Dealers designated by the Dealer Manager as many copies as the Dealer Manager may reasonably request in connection with the Offering of the Offered Shares of of: (a) the Prospectus in preliminary and final form and every form of supplement to the Prospectus or post-effective amendment to the Registration StatementProspectus; and (b) the Authorized Sales Materials. 2.4 The Company will use its commercially reasonable efforts to (a) qualify the Offered Shares for offering and sale under, or to establish the exemption of the offering and sale of the Offered Shares from qualification or registration under, the applicable state securities or “blue sky” laws of each jurisdiction designated in Exhibit B hereto (the “Qualified Jurisdictions”) and (b) maintain such qualifications or exemptions in effect throughout the Offering. In connection therewith, the Company will prepare and file all such reports as may be required by the securities regulatory authorities in the Qualified Jurisdictions in which the Offered Shares have been sold, provided that the Dealer Manager shall have provided the Company with any information required for such filings or reports that is in the Dealer Manager’s possession. The Company will notify the Dealer Manager promptly following each date of (i) the effectiveness of qualification or exemption of Offered Shares in any additional jurisdiction in which the offering and sale of Offered Shares has been authorized by appropriate state regulatory authorities; and (ii) a change in the status of the qualification or exemption of the Offered Shares in any jurisdiction in any respect. The Company will file and obtain clearance of the Authorized Materials to the extent required by applicable state securities laws. The Company will furnish to the Dealer Manager a copy of such papers filed by the Company in connection with any such qualification. 2.5 If at any time when a Prospectus is required to be delivered under the Securities Act any event occurs as a result of which, in the opinion of the Company, the Prospectus would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Company will promptly notify the Dealer Manager thereof (unless the information shall have been received from the Dealer Manager) and the Dealer Manager and the Selected Dealers shall suspend the offering and sale of the Offered Shares in accordance with Section 4.3 hereof until such time as the Company, in its sole discretion (a) instructs the Dealer Manager to resume the offering and sale of the Offered Shares and (b) has prepared any required supplement to the Prospectus or post-effective amendment to the Registration Statement as shall be necessary to correct such statement or omission and to comply with the requirements of Section 10 of the Securities Act. 2.6 The Company will apply the proceeds from the sale of the Offered Shares as stated in the Prospectus. 2.7 The Company will engage and maintain, at its expense, a registrar and transfer agent for the Offered Shares. The Company will disclose a per share estimated value of the Offered Shares and related information in accordance with the requirements of FINRA Rule 2310(b)(5).

Covenants of the Company and the Adviser. The Company and the Adviser hereby jointly and severally covenant and agree with the Dealer Manager that: 2.1 The Company will: (a) use commercially reasonable efforts to cause the Registration Statement and any subsequent amendments thereto to become effective as promptly as possible; (b) promptly advise the Dealer Manager (i) of the receipt of any comments of, or requests for additional or supplemental information from, the SECCommission, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to the Prospectus Prospectus, and (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective; (c) timely file every amendment or supplement to the Registration Statement or the Prospectus that may be required by the SEC Commission or under the Securities Act; and (d) promptly notify the Dealer Manager if at any time the SEC Commission shall issue any stop order suspending the effectiveness of the Registration Statement, and, to the extent the Company determines that such action is in its best interest, the Company will use its commercially reasonable efforts to obtain the lifting of such order at the earliest possible time. 2.2 In addition to and apart from the Prospectus, the Company intends to furnish to all appropriate regulatory agencies and use printed sales literature or other materials in connection with the Offering prepared by the Company, the Adviser or the Dealer Manager. Such printed sales literature or other materials prepared by the Company, the Adviser or the Dealer Manager, provided that the use of said sales literature and other materials has been approved for use by the Company in writing and all appropriate regulatory agencies, are referred to hereinafter as the “Authorized Sales Materials.” In the event that the Company uses printed materials in connection with the Offering prepared by the Company, the Adviser or the Dealer Manager that is intended for “broker-dealer use only” or “advisor use only,” the Dealer Manager shall use such “broker-dealer use only” materials in accordance with Section 4.3 below. 2.3 The Company will, at no expense to the Dealer Manager, furnish the Dealer Manager with such number of printed copies of the Registration Statement, including all amendments and exhibits thereto, as the Dealer Manager may reasonably request. The Company will similarly furnish to the Dealer Manager and Selected Dealers designated by the Dealer Manager as many copies as the Dealer Manager may reasonably request in connection with the Offering of the Offered Shares of of: (a) the Prospectus in preliminary and final form and every form of supplement to the Prospectus or post-effective amendment to the Registration StatementProspectus; and (b) the Authorized Sales Materials. 2.4 The Company will use its commercially reasonable efforts to (a) qualify the Offered Shares for offering and sale under, or to establish the exemption of the offering and sale of the Offered Shares from qualification or registration under, the applicable state securities or “blue sky” laws of each jurisdiction designated in Exhibit B hereto (the “Qualified Jurisdictions”) and (b) maintain such qualifications or exemptions in effect throughout the Offering. In connection therewith, the Company will prepare and file all such reports as may be required by the securities regulatory authorities in the Qualified Jurisdictions in which the Offered Shares have been sold, provided that the Dealer Manager shall have provided the Company with any information required for such filings or reports that is in the Dealer Manager’s possession. The Company will notify the Dealer Manager promptly following each date of (i) the effectiveness of qualification or exemption of Offered Shares in any additional jurisdiction in which the offering and sale of Offered Shares has been authorized by appropriate state regulatory authorities; and (ii) a change in the status of the qualification or exemption of the Offered Shares in any jurisdiction in any respect. The Company will file and obtain clearance of the Authorized Materials to the extent required by applicable state securities laws. The Company will furnish to the Dealer Manager a copy of such papers filed by the Company in connection with any such qualification. 2.5 If at any time when a Prospectus is required to be delivered under the Securities Act any event occurs as a result of which, in the opinion of the Company, the Prospectus would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Company will promptly notify the Dealer Manager thereof (unless the information shall have been received from the Dealer Manager) and the Dealer Manager and the Selected Dealers shall suspend the offering and sale of the Offered Shares in accordance with Section 4.3 hereof until such time as the Company, in its sole discretion (a) instructs the Dealer Manager to resume the offering and sale of the Offered Shares and (b) has prepared any required supplement to the Prospectus or post-effective amendment to the Registration Statement as shall be necessary to correct such statement or omission and to comply with the requirements of Section 10 of the Securities Act. 2.6 The Company will apply the proceeds from the sale of the Offered Shares as stated in the Prospectus. 2.7 The Company will engage and maintain, at its expense, a registrar and transfer agent for the Offered Shares. The Company will disclose a per share estimated value of the Offered Shares and related information in accordance with the requirements of FINRA Rule 2310(b)(5).

Covenants of the Company and the Adviser. The Company and the Adviser hereby jointly and severally covenant and agree with the Dealer Manager that: 2.1 The Company will: (a) use commercially reasonable efforts to cause the Registration Statement and any subsequent amendments thereto to become effective as promptly as possible; (b) promptly advise the Dealer Manager (i) of the receipt of any comments of, or requests for additional or supplemental information from, the SEC, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to the Prospectus Prospectus, and (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective; (c) timely file every amendment or supplement to the Registration Statement or the Prospectus that may be required by the SEC or under the Securities Act; and (d) promptly notify the Dealer Manager if at any time the SEC shall issue any stop order suspending the effectiveness of the Registration Statement, and, to the extent the Company determines that such action is in its best interest, the Company will use its commercially reasonable efforts to obtain the lifting of such order at the earliest possible time. 2.2 In addition to and apart from the Prospectus, the Company intends to furnish to all appropriate regulatory agencies and use printed sales literature or other materials in connection with the Offering prepared by the Company, the Adviser or the Dealer Manager. Such printed sales literature or other materials prepared by the Company, the Adviser or the Dealer Manager, provided that the use of said sales literature and other materials has been approved for use by the Company in writing and all appropriate regulatory agencies, are referred to hereinafter as the “Authorized Sales Materials.” In the event that the Company uses printed materials in connection with the Offering prepared by the Company, the Adviser or the Dealer Manager that is intended for “broker-dealer use only” or “advisor use only,” ”, the Dealer Manager shall use such materials in accordance with Section 4.3 below. 2.3 The Company will, at no expense to the Dealer Manager, furnish the Dealer Manager with such number of printed copies of the Registration Statement, including all amendments and exhibits thereto, as the Dealer Manager may reasonably request. The Company will similarly furnish to the Dealer Manager and Selected Dealers designated by the Dealer Manager as many copies as the Dealer Manager may reasonably request in connection with the Offering of the Offered Shares of (a) the Prospectus in preliminary and final form and every form of supplement to the Prospectus or post-effective amendment to the Registration Statement; and (b) the Authorized Sales Materials. 2.4 The Company will use its commercially reasonable efforts to (a) qualify the Offered Shares for offering and sale under, or to establish the exemption of the offering and sale of the Offered Shares from qualification or registration under, the applicable state securities or “blue sky” laws of each jurisdiction designated in Exhibit B hereto (the “Qualified Jurisdictions”) and (b) maintain such qualifications or exemptions in effect throughout the Offering. In connection therewith, the Company will prepare and file all such reports as may be required by the securities regulatory authorities in the Qualified Jurisdictions in which the Offered Shares have been sold, provided that the Dealer Manager shall have provided the Company with any information required for such filings or reports that is in the Dealer Manager’s possession. The Company will notify the Dealer Manager promptly following each date of (i) the effectiveness of qualification or exemption of Offered Shares in any additional jurisdiction in which the offering and sale of Offered Shares has been authorized by appropriate state regulatory authorities; and (ii) a change in the status of the qualification or exemption of the Offered Shares in any jurisdiction in any respect. The Company will file and obtain clearance of the Authorized Sales Materials to the extent required by applicable state securities laws. The Company will furnish to the Dealer Manager a copy of such papers filed by the Company in connection with any such qualification. 2.5 If at any time when a Prospectus is required to be delivered under the Securities Act any event occurs as a result of which, in the opinion of the Company, the Prospectus would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Company will promptly notify the Dealer Manager thereof (unless the information shall have been received from the Dealer Manager) and the Dealer Manager and the Selected Dealers shall suspend the offering and sale of the Offered Shares in accordance with Section 4.3 hereof until such time as the Company, in its sole discretion (a) instructs the Dealer Manager to resume the offering and sale of the Offered Shares and (b) has prepared any required supplement to the Prospectus or post-effective amendment to the Registration Statement as shall be necessary to correct such statement or omission and to comply with the requirements of Section 10 of the Securities Act. 2.6 The Company will apply the proceeds from the sale of the Offered Shares as stated in the Prospectus. 2.7 The Company will engage and maintain, at its expense, a registrar and transfer agent for the Offered Shares. . 2.8 The Company will disclose use its commercially reasonable efforts to maintain its status as a per share estimated value BDC under the Investment Company Act; provided, however, the Company may cease to be, or withdraw its election as a BDC under the Investment Company Act, with the approval of its board of trustees and a vote of its shareholders as required by Section 58 of the Offered Shares and related information Investment Company Act, or a successor provision. 2.9 The Company will operate in accordance with a manner so as to enable the requirements Company to qualify as a regulated investment company under the Internal Revenue Code of FINRA Rule 2310(b)(5)1986, as amended, for each taxable year during which it elects to be treated as a BDC under the Investment Company Act; provided, however, that at the discretion of the Company’s board of trustees, it may elect to not be so treated.

Covenants of the Company and the Adviser. The Company and the Adviser hereby jointly and severally covenant and agree with the Dealer Manager that: 2.1 The Company will: (a) use commercially reasonable efforts to cause the Registration Statement and any subsequent amendments thereto to become effective as promptly as possible; (b) promptly advise the Dealer Manager (i) of the receipt of any comments of, or requests for additional or supplemental information from, the SECCommission, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to the Prospectus Prospectus, and (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective; (c) timely file every amendment or supplement to the Registration Statement or the Prospectus that may be required by the SEC Commission or under the Securities Act; and (d) promptly notify the Dealer Manager if at any time the SEC Commission shall issue any stop order suspending the effectiveness of the Registration Statement, and, to the extent the Company determines that such action is in its best interest, the Company will use its commercially reasonable efforts to obtain the lifting of such order at the earliest possible time. 2.2 In addition to and apart from the Prospectus, the Company intends to furnish to all appropriate regulatory agencies and use printed sales literature or other materials in connection with the Offering prepared by the Company, the Adviser or the Dealer Manager. Such printed sales literature or other materials prepared by the Company, the Adviser or the Dealer Manager, provided that the use of said sales literature and other materials has been approved for use by the Company in writing and all appropriate regulatory agencies, are referred to hereinafter as the “Authorized Sales Materials.” In the event that the Company uses printed materials in connection with the Offering prepared by the Company, the Adviser or the Dealer Manager that is intended for “broker-dealer use only” or “advisor use only,” the Dealer Manager shall use such “broker-dealer use only” materials in accordance with Section 4.3 below. 2.3 The Company will, at no expense to the Dealer Manager, furnish the Dealer Manager with such number of printed copies of the Registration Statement, including all amendments and exhibits thereto, as the Dealer Manager may reasonably request. The Company will similarly furnish to the Dealer Manager and Selected Dealers designated by the Dealer Manager as many copies as the Dealer Manager may reasonably request in connection with the Offering of the Offered Shares of of: (a) the Prospectus in preliminary and final form and every form of supplement to the Prospectus or post-effective amendment to the Registration StatementProspectus; and (b) the Authorized Sales Materials. 2.4 The Company will use its commercially reasonable efforts to (a) qualify the Offered Shares for offering and sale under, or to establish the exemption of the offering and sale of the Offered Shares from qualification or registration under, the applicable state securities or “blue sky” laws of each jurisdiction designated in Exhibit B hereto (the “Qualified Jurisdictions”) and (b) maintain such qualifications or exemptions in effect throughout the Offering. In connection therewith, the Company will prepare and file all such reports as may be required by the securities regulatory authorities in the Qualified Jurisdictions in which the Offered Shares have been sold, provided that the Dealer Manager shall have provided the Company with any information required for such filings or reports that is in the Dealer Manager’s possession. The Company will notify the Dealer Manager promptly following each date of of: (i) the effectiveness of qualification or exemption of Offered Shares in any additional jurisdiction in which the offering and sale of Offered Shares has been authorized by appropriate state regulatory authorities; and (ii) a change in the status of the qualification or exemption of the Offered Shares in any jurisdiction in any respect. The Company will file and obtain clearance of the Authorized Sales Materials to the extent required by applicable state securities laws. The Company will furnish to the Dealer Manager a copy of such papers filed by the Company in connection with any such qualification. 2.5 If at any time when a Prospectus is required to be delivered under the Securities Act any event occurs as a result of which, in the opinion of the Company, the Prospectus would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Company will promptly notify the Dealer Manager thereof (unless the information shall have been received from the Dealer Manager) and the Dealer Manager and the Selected Dealers shall suspend the offering and sale of the Offered Shares in accordance with Section 4.3 hereof until such time as the Company, in its sole discretion (a) instructs the Dealer Manager to resume the offering and sale of the Offered Shares and (b) has prepared any required supplement to the Prospectus or post-effective amendment to the Registration Statement Prospectus as shall be necessary to correct such statement or omission and to comply with the requirements of Section 10 of the Securities Act. 2.6 The Company will apply the proceeds from the sale of the Offered Shares as stated in the Prospectus. 2.7 The Company will engage and maintain, at its expense, a registrar and transfer agent for the Offered Shares. . 2.8 The Company will disclose use its commercially reasonable efforts to maintain its status as a per share estimated value BDC under the Investment Company Act; provided, however, the Company may cease to be, or withdraw its election as a BDC under the Investment Company Act, with the approval of its board of directors and a vote of its shareholders as required by Section 58 of the Offered Shares and related information Investment Company Act, or a successor provision. 2.9 The Company will operate in accordance with a manner so as to enable the requirements Company to qualify as a regulated investment company under the Internal Revenue Code of FINRA Rule 2310(b)(5)1986, as amended, for each taxable year during which it elects to be treated as a BDC under the Investment Company Act; provided, however, that at the discretion of the Company’s board of directors, it may elect to not be so treated.

Covenants of the Company and the Adviser. The Company and the Adviser hereby jointly and severally covenant and agree with the Dealer Manager that: 2.1 2.1. The Company will: (a) use commercially reasonable efforts to cause the Registration Statement and any subsequent amendments thereto to become effective as promptly as possible; (b) promptly advise the Dealer Manager (i) of the receipt of any comments of, or requests for additional or supplemental information from, the SECCommission, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to the Prospectus Prospectus, and (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective; (c) timely file every amendment or supplement to the Registration Statement or the Prospectus that may be required by the SEC Commission or under the Securities Act; and (d) promptly notify the Dealer Manager if at any time the SEC Commission shall issue any stop order suspending the effectiveness of the Registration Statement, it will promptly notify the Dealer Manager and, to the extent the Company determines that such action is in its the best interestinterest of the Company, the Company will use its commercially reasonable efforts to obtain the lifting of such order at the earliest possible time. 2.2 2.2. In addition to and apart from the Prospectus, the Company intends to furnish to all appropriate regulatory agencies and use printed sales literature or other materials in connection with the Offering prepared by the Company, the Adviser or the Dealer Manager, which materials are generally described in the Prospectus. Such printed sales literature or other materials prepared by the Company, the Adviser or the Dealer Manager, provided that the use of said sales literature and other materials has been approved for use by the Company in writing and all appropriate regulatory agencies, are referred to hereinafter as the “Authorized Sales Materials.” In the event that the Company uses printed materials in connection with the Offering prepared by the Company, the Adviser or the Dealer Manager that is Manager, intended for “broker-dealer use only” or “advisor use only,” the Dealer Manager shall use such “broker-dealer use only” materials in accordance with Section 4.3 below. 2.3 2.3. The Company will, at no expense to the Dealer Manager, furnish the Dealer Manager with such number of printed copies of the Registration Statement, including all amendments and exhibits thereto, as the Dealer Manager may reasonably request. The Company will similarly furnish to the Dealer Manager and Selected Participating Dealers designated by the Dealer Manager as many copies as the Dealer Manager may reasonably request in connection with the Offering of the Offered Shares of of: (a) the Prospectus in preliminary and final form and every form of supplement to the Prospectus or post-effective amendment to the Registration StatementProspectus; and (b) the Authorized Sales Materials. 2.4 2.4. The Company will use its commercially reasonable efforts to (a) qualify the Offered Shares for offering and sale under, or to establish the exemption of the offering and sale of the Offered Shares from qualification or registration under, the applicable state securities or “blue sky” laws of each jurisdiction designated in Exhibit B hereto which the Company and the Dealer Manager have agreed (the “Qualified Jurisdictions”) and (b) to maintain such qualifications or exemptions in effect throughout the Offering. In connection therewith, the Company will prepare and file all such reports as may be required by the securities regulatory authorities in the Qualified Jurisdictions in which the Offered Shares have been sold, provided that the Dealer Manager shall have provided the Company with any information required for such filings or reports that is in the Dealer Manager’s possession. The Company will notify the Dealer Manager promptly following each date of of: (ia) the effectiveness of qualification or exemption of Offered Shares in any additional jurisdiction in which the offering and sale of Offered Shares has been authorized by appropriate state regulatory authorities; and (iib) a change in the status of the qualification or exemption of the Offered Shares in any jurisdiction in any respect. The Company will file and obtain clearance of the Authorized Sales Materials to the extent required by applicable state securities laws. The Company will furnish to the Dealer Manager a copy of such papers filed by the Company in connection with any such qualification. 2.5 2.5. If at any time when a Prospectus is required to be delivered under the Securities Act any event occurs as a result of which, in the opinion of the Company, the Prospectus would include an untrue statement of a material fact or omit omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Company will promptly notify the Dealer Manager thereof (unless the information shall have been received from the Dealer Manager) and the Dealer Manager and the Selected Participating Dealers shall suspend the offering and sale of the Offered Shares in accordance with Section 4.3 hereof until such time as the Company, in its sole discretion (a) instructs the Dealer Manager to resume the offering and sale of the Offered Shares Shares, and (b) has prepared any required supplement to the Prospectus or post-effective amendment to the Registration Statement Prospectus as shall be necessary to correct such statement or omission and to comply with the requirements of Section 10 of the Securities Act. 2.6 2.6. The Company will apply the proceeds from the sale of the Offered Shares as stated in the Prospectus. 2.7 2.7. The Company will engage and maintain, at its expense, a registrar and transfer agent for the Offered Shares. 2.8. The Company will disclose use its commercially reasonable efforts to maintain its status as a per share estimated value BDC under the Investment Company Act; provided, however, the Company may cease to be, or withdraw its election as a BDC under the Investment Company Act, with the approval of its board of directors and a vote of its stockholders as required by Section 58 of the Offered Shares and related information Investment Company Act, or a successor provision. 2.9. The Company will operate in accordance with a manner so as to enable the requirements Company to qualify as a regulated investment company under the Code for each taxable year during which it elects to be treated as a BDC under the Investment Company Act; provided, however, that at the discretion of FINRA Rule 2310(b)(5)the Company’s board of directors, it may elect to not be so treated.

Covenants of the Company and the Adviser. The Company and the Adviser hereby jointly and severally covenant and agree with the Dealer Manager that: 2.1 The Company will: (a) use commercially reasonable efforts to cause the Registration Statement and any subsequent amendments thereto to become effective as promptly as possible; (b) promptly advise the Dealer Manager (i) of the receipt of any comments of, or requests for additional or supplemental information from, the SECCommission, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to the Prospectus Prospectus, and (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective; (c) timely file every amendment or supplement to the Registration Statement or the Prospectus that may be required by the SEC Commission or under the Securities Act; and (d) promptly notify the Dealer Manager if at any time the SEC Commission shall issue any stop order suspending the effectiveness of the Registration Statement, it will promptly notify the Dealer Manager and, to the extent the Company determines that such action is in its the best interestinterest of the Company, the Company will use its commercially reasonable efforts to obtain the lifting of such order at the earliest possible time. 2.2 In addition to and apart from the Prospectus, the Company intends to furnish to all appropriate regulatory agencies and use printed sales literature or other materials in connection with the Offering prepared by the Company, the Adviser or the Dealer Manager, which materials are generally described in the Prospectus. Such printed sales literature or other materials prepared by the Company, the Adviser or the Dealer Manager, provided that the use of said sales literature and other materials has been approved for use by the Company in writing and all appropriate regulatory agencies, are referred to hereinafter as the “Authorized Sales Materials.” In the event that the Company uses printed materials in connection with the Offering prepared by the Company, the Adviser or the Dealer Manager that is Manager, intended for “broker-dealer use only” or “advisor use only,” the Dealer Manager shall use such “broker-dealer use only” materials in accordance with Section 4.3 below. 2.3 The Company will, at no expense to the Dealer Manager, furnish the Dealer Manager with such number of printed copies of the Registration Statement, including all amendments and exhibits thereto, as the Dealer Manager may reasonably request. The Company will similarly furnish to the Dealer Manager and Selected Dealers designated by the Dealer Manager as many copies as the Dealer Manager may reasonably request in connection with the Offering of the Offered Shares of of: (a) the Prospectus in preliminary and final form and every form of supplement to the Prospectus or post-effective amendment to the Registration StatementProspectus; and (b) the Authorized Sales Materials. 2.4 The Company will use its commercially reasonable efforts to (a) qualify the Offered Shares for offering and sale under, or to establish the exemption of the offering and sale of the Offered Shares from qualification or registration under, the applicable state securities or “blue sky” laws of each jurisdiction designated in Exhibit B hereto (the “Qualified Jurisdictions”) and (b) maintain such qualifications or exemptions in effect throughout the Offering. In connection therewith, the Company will prepare and file all such reports as may be required by the securities regulatory authorities in the Qualified Jurisdictions in which the Offered Shares have been sold, provided that the Dealer Manager shall have provided the Company with any information required for such filings or reports that is in the Dealer Manager’s possession. The Company will notify the Dealer Manager promptly following each date of (i) the effectiveness of qualification or exemption of Offered Shares in any additional jurisdiction in which the offering and sale of Offered Shares has been authorized by appropriate state regulatory authorities; and (ii) a change in the status of the qualification or exemption of the Offered Shares in any jurisdiction in any respect. The Company will file and obtain clearance of the Authorized Materials to the extent required by applicable state securities laws. The Company will furnish to the Dealer Manager a copy of such papers filed by the Company in connection with any such qualification. 2.5 If at any time when a Prospectus is required to be delivered under the Securities Act any event occurs as a result of which, in the opinion of the Company, the Prospectus would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Company will promptly notify the Dealer Manager thereof (unless the information shall have been received from the Dealer Manager) and the Dealer Manager and the Selected Dealers shall suspend the offering and sale of the Offered Shares in accordance with Section 4.3 hereof until such time as the Company, in its sole discretion (a) instructs the Dealer Manager to resume the offering and sale of the Offered Shares and (b) has prepared any required supplement to the Prospectus or post-effective amendment to the Registration Statement as shall be necessary to correct such statement or omission and to comply with the requirements of Section 10 of the Securities Act. 2.6 The Company will apply the proceeds from the sale of the Offered Shares as stated in the Prospectus. 2.7 The Company will engage and maintain, at its expense, a registrar and transfer agent for the Offered Shares. The Company will disclose a per share estimated value of the Offered Shares and related information in accordance with the requirements of FINRA Rule 2310(b)(5).

Covenants of the Company and the Adviser. The Company and the Adviser hereby jointly and severally covenant and agree with the Dealer Manager that: 2.1 The Company will: (a) use commercially reasonable efforts to cause the Registration Statement and any subsequent amendments thereto to become effective as promptly as possible; (b) promptly advise the Dealer Manager of (i) of the receipt of any comments of, or requests for additional or supplemental information from, the SECCommission, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to the Prospectus Prospectus, and (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective; (c) timely file every amendment or supplement to the Registration Statement or the Prospectus that may be required by the SEC Commission or under the Securities Act; and (d) promptly notify the Dealer Manager if at any time the SEC Commission shall issue any stop order suspending the effectiveness of the Registration Statement, it will promptly notify the Dealer Manager and, to the extent the Company determines that such action is in its the best interestinterest of the Company, the Company will use its commercially reasonable efforts to obtain the lifting of such order at the earliest possible time. 2.2 In addition to and apart from the Prospectus, the Company intends to furnish to all appropriate regulatory agencies and use printed sales literature or other materials in connection with the Offering prepared by the Company, the Adviser or the Dealer Manager, which materials are generally described in the Prospectus. Such printed sales literature or other materials prepared by the Company, the Adviser or the Dealer Manager, provided that the use of said sales literature and other materials has been approved for use by the Company in writing and all appropriate regulatory agencies, are referred to hereinafter as the “Authorized Sales Materials.” In the event that the Company uses printed materials in connection with the Offering prepared by the Company, the Adviser or the Dealer Manager that is Manager, intended for “broker-dealer use only” or “advisor use only,” the Dealer Manager shall use such “broker-dealer use only” materials in accordance with Section 4.3 below. 2.3 The Company will, at no expense to the Dealer Manager, furnish the Dealer Manager with such number of printed copies of the Registration Statement, including all amendments and exhibits thereto, as the Dealer Manager may reasonably request. The Company will similarly furnish to the Dealer Manager and Selected Dealers designated by the Dealer Manager as many copies as the Dealer Manager may reasonably request in connection with the Offering of the Offered Shares of of: (a) the Prospectus in preliminary and final form and every form of supplement to the Prospectus or post-effective amendment to the Registration StatementProspectus; and (b) the Authorized Sales Materials. 2.4 The Company will use its commercially reasonable efforts to (a) qualify the Offered Shares for offering and sale under, or to establish the exemption of the offering and sale of the Offered Shares from qualification or registration under, the applicable state securities or “blue sky” laws of each jurisdiction designated in Exhibit B hereto (the “Qualified Jurisdictions”) and (b) maintain such qualifications or exemptions in effect throughout the Offering. In connection therewith, the Company will prepare and file all such reports as may be required by the securities regulatory authorities in the Qualified Jurisdictions in which the Offered Shares have been sold, provided that the Dealer Manager shall have provided the Company with any information required for such filings or reports that is in the Dealer Manager’s possession. The Company will notify the Dealer Manager promptly following each date of (i) the effectiveness of qualification or exemption of Offered Shares in any additional jurisdiction in which the offering and sale of Offered Shares has been authorized by appropriate state regulatory authorities; and (ii) a change in the status of the qualification or exemption of the Offered Shares in any jurisdiction in any respect. The Company will file and obtain clearance of the Authorized Materials to the extent required by applicable state securities laws. The Company will furnish to the Dealer Manager a copy of such papers filed by the Company in connection with any such qualification. 2.5 If at any time when a Prospectus is required to be delivered under the Securities Act any event occurs as a result of which, in the opinion of the Company, the Prospectus would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Company will promptly notify the Dealer Manager thereof (unless the information shall have been received from the Dealer Manager) and the Dealer Manager and the Selected Dealers shall suspend the offering and sale of the Offered Shares in accordance with Section 4.3 hereof until such time as the Company, in its sole discretion (a) instructs the Dealer Manager to resume the offering and sale of the Offered Shares and (b) has prepared any required supplement to the Prospectus or post-effective amendment to the Registration Statement as shall be necessary to correct such statement or omission and to comply with the requirements of Section 10 of the Securities Act. 2.6 The Company will apply the proceeds from the sale of the Offered Shares as stated in the Prospectus. 2.7 The Company will engage and maintain, at its expense, a registrar and transfer agent for the Offered Shares. The Company will disclose a per share estimated value of the Offered Shares and related information in accordance with the requirements of FINRA Rule 2310(b)(5).

Covenants of the Company and the Adviser. The Company and the Adviser hereby jointly and severally covenant and agree with the Dealer Manager that: 2.1 2.1. The Company will: (a) use commercially reasonable efforts to cause the Registration Statement and any subsequent amendments thereto to become effective as promptly as possible; (b) promptly advise the Dealer Manager (i) of the receipt of any comments of, or requests for additional or supplemental information from, the SECCommission, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to the Prospectus Prospectus, and (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective; (c) timely file every amendment or supplement to the Registration Statement or the Prospectus that may be required by the SEC Commission or under the Securities Act; and (d) promptly notify the Dealer Manager if at any time the SEC Commission shall issue any stop order suspending the effectiveness of the Registration Statement, it will promptly notify the Dealer Manager and, to the extent the Company determines that such action is in its the best interestinterest of the Company, the Company will use its commercially reasonable efforts to obtain the lifting of such order at the earliest possible time. 2.2 2.2. In addition to and apart from the Prospectus, the Company intends to furnish to all appropriate regulatory agencies and use printed sales literature or other materials in connection with the Offering prepared by the Company, the Adviser or the Dealer Manager, which materials are generally described in the Prospectus. Such printed sales literature or other materials prepared by the Company, the Adviser or the Dealer Manager, provided that the use of said sales literature and other materials has been approved for use by the Company in writing and all appropriate regulatory agencies, are referred to hereinafter as the “Authorized Sales Materials.” In the event that the Company uses printed materials in connection with the Offering prepared by the Company, the Adviser or the Dealer Manager that is Manager, intended for “broker-dealer use only” or “advisor use only,” the Dealer Manager shall use such “broker-dealer use only” materials in accordance with Section 4.3 below. 2.3 2.3. The Company will, at no expense to the Dealer Manager, furnish the Dealer Manager with such number of printed copies of the Registration Statement, including all amendments and exhibits thereto, as the Dealer Manager may reasonably request. The Company will similarly furnish to the Dealer Manager and Selected Participating Dealers designated by the Dealer Manager as many copies as the Dealer Manager may reasonably request in connection with the Offering of the Offered Shares of of: (a) the Prospectus in preliminary and final form and every form of supplement to the Prospectus or post-post- effective amendment to the Registration StatementProspectus; and (b) the Authorized Sales Materials. 2.4 The Company will use its commercially reasonable efforts to (a) qualify the Offered Shares for offering and sale under, or to establish the exemption of the offering and sale of the Offered Shares from qualification or registration under, the applicable state securities or “blue sky” laws of each jurisdiction designated in Exhibit B hereto (the “Qualified Jurisdictions”) and (b) maintain such qualifications or exemptions in effect throughout the Offering. In connection therewith, the Company will prepare and file all such reports as may be required by the securities regulatory authorities in the Qualified Jurisdictions in which the Offered Shares have been sold, provided that the Dealer Manager shall have provided the Company with any information required for such filings or reports that is in the Dealer Manager’s possession. The Company will notify the Dealer Manager promptly following each date of (i) the effectiveness of qualification or exemption of Offered Shares in any additional jurisdiction in which the offering and sale of Offered Shares has been authorized by appropriate state regulatory authorities; and (ii) a change in the status of the qualification or exemption of the Offered Shares in any jurisdiction in any respect. The Company will file and obtain clearance of the Authorized Materials to the extent required by applicable state securities laws. The Company will furnish to the Dealer Manager a copy of such papers filed by the Company in connection with any such qualification. 2.5 If at any time when a Prospectus is required to be delivered under the Securities Act any event occurs as a result of which, in the opinion of the Company, the Prospectus would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Company will promptly notify the Dealer Manager thereof (unless the information shall have been received from the Dealer Manager) and the Dealer Manager and the Selected Dealers shall suspend the offering and sale of the Offered Shares in accordance with Section 4.3 hereof until such time as the Company, in its sole discretion (a) instructs the Dealer Manager to resume the offering and sale of the Offered Shares and (b) has prepared any required supplement to the Prospectus or post-effective amendment to the Registration Statement as shall be necessary to correct such statement or omission and to comply with the requirements of Section 10 of the Securities Act. 2.6 The Company will apply the proceeds from the sale of the Offered Shares as stated in the Prospectus. 2.7 The Company will engage and maintain, at its expense, a registrar and transfer agent for the Offered Shares. The Company will disclose a per share estimated value of the Offered Shares and related information in accordance with the requirements of FINRA Rule 2310(b)(5).

Covenants of the Company and the Adviser. The Company covenants and agrees, and the Adviser agrees, with the Underwriters: (a) To furnish such information as may be required and otherwise to cooperate in qualifying the Units for offering and sale under the securities or blue sky laws of such states or other jurisdictions as the Lead Managers may designate and to use its best efforts to maintain such qualifications in effect so long as the Lead Managers may reasonably request for the distribution of the Units (including removing any suspension referred to below); provided that, in connection therewith, the Company and the Adviser hereby jointly shall not be required to qualify as a foreign corporation or to file a consent to the service of process under the laws of any such jurisdiction (except a limited consent to service of process with respect to the offering and severally covenant sale of the Units); and agree to advise the Lead Managers promptly of the receipt by the Company or the Adviser of any notification with respect to the Dealer Manager that:suspension of the qualification of the Units for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. 2.1 The Company will: (ab) use commercially reasonable efforts to cause To notify the Lead Managers immediately (and, if requested by the Lead Managers, will confirm such notice in writing) (i) when the Registration Statement and any subsequent amendments thereto become effective, and if Rule 430A under the Securities Act is used, when the Prospectus is filed with the Commission pursuant to become effective as promptly as possible; Rule 497(h) under the Securities Act (b) promptly advise which the Dealer Manager (i) of the receipt of any comments of, or requests for additional or supplemental information from, the SECCompany agrees to file in a timely manner under such Rule), (ii) of any request by the time and date of any filing of any post-effective amendment to the Registration Statement or Commission for any amendment or supplement to the Prospectus and (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective; (c) timely file every amendment or supplement to the Registration Statement or the Prospectus that may be required by or for any additional information, (iii) of the SEC Company’s intention to file or prepare any supplement or amendment to the Registration Statement or the Prospectus, (iv) of the mailing or the delivery to the Commission for filing of any amendment of or supplement to the Registration Statement or the Prospectus, including but not limited to Rule 462(b) under the Securities Act; and , (dv) promptly notify of the Dealer Manager if at any time issuance by the SEC shall issue Commission of any stop order suspending the effectiveness of the Registration StatementStatement or any post-effective amendment thereto or of the initiation, andor the threatening, of any proceedings therefor, (vi) of the receipt of any comments from the Commission, and (vii) of the receipt by the Company of any notification with respect to the extent suspension of the Company determines qualification of the Units for sale in any jurisdiction or the initiation or threatening of any proceeding for that such action is in its best interestpurpose. If the Commission shall propose or enter a stop order at any time, the Company will use its commercially make every reasonable efforts effort to prevent the issuance of any such stop order and, if issued, to obtain the lifting of such order at the earliest possible time. 2.2 In addition to and apart from the Prospectus, the Company intends to furnish to all appropriate regulatory agencies and use printed sales literature or other materials in connection with the Offering prepared by the Company, the Adviser or the Dealer Manager. Such printed sales literature or other materials prepared by the Company, the Adviser or the Dealer Manager, provided that the use of said sales literature and other materials has been approved for use by the Company in writing and all appropriate regulatory agencies, are referred to hereinafter as the “Authorized Sales Materials.” In the event that the Company uses printed materials in connection with the Offering prepared by the Company, the Adviser or the Dealer Manager that is intended for “broker-dealer use only” or “advisor use only,” the Dealer Manager shall use such materials in accordance with Section 4.3 below. 2.3 The Company will, at no expense to the Dealer Manager, furnish the Dealer Manager with such number of printed copies of the Registration Statement, including all amendments and exhibits thereto, soon as the Dealer Manager may reasonably requestpossible. The Company will similarly furnish not file any amendment to the Dealer Manager and Selected Dealers designated by the Dealer Manager as many copies as the Dealer Manager may reasonably request in connection with the Offering Registration Statement or any amendment of the Offered Shares of (a) the Prospectus in preliminary and final form and every form of or supplement to the Prospectus or post-effective amendment to that differs from the prospectus on file at the time of the effectiveness of the Registration Statement; and (b) Statement or file any document under the Authorized Sales Materials. 2.4 The Company will use its commercially reasonable efforts Exchange Act if such document would be deemed to (a) qualify be incorporated by reference into the Offered Shares for offering and sale under, or Prospectus to establish the exemption of the offering and sale of the Offered Shares from qualification or registration under, the applicable state securities or “blue sky” laws of each jurisdiction designated in Exhibit B hereto (the “Qualified Jurisdictions”) and (b) maintain such qualifications or exemptions in effect throughout the Offering. In connection therewith, the Company will prepare and file all such reports as may be required by the securities regulatory authorities in the Qualified Jurisdictions in which the Offered Shares have been sold, provided that the Dealer Manager Lead Managers shall have provided the Company with any information required for such filings or reports that is object in the Dealer Manager’s possessionwriting after being timely furnished in advance a copy thereof. The Company will notify provide the Dealer Manager promptly following each date Lead Managers and Underwriters’ Counsel with copies of all such amendments, filings and other documents a sufficient time prior to any filing or other publication thereof to permit the Lead Managers and Underwriters’ Counsel a reasonable opportunity to review and comment thereon. (ic) To comply with the effectiveness of qualification or exemption of Offered Shares in any additional jurisdiction in which Securities Act and the offering and sale of Offered Shares has been authorized by appropriate state regulatory authorities; and (ii) a change in the status Exchange Act to permit completion of the qualification or exemption of distribution as contemplated in this Agreement, the Offered Shares in any jurisdiction in any respectRegistration Statement and the Prospectus. The Company will file and obtain clearance of the Authorized Materials to the extent required by applicable state securities laws. The Company will furnish to the Dealer Manager a copy of such papers filed by the Company in connection with any such qualification. 2.5 If at any time when a Prospectus prospectus relating to the Units is required to be delivered under the Securities Act or the Exchange Act in connection with the sales of Units, any event occurs shall have occurred as a result of whichwhich the Prospectus as then amended or supplemented would, in the opinion judgment of the Underwriters or the Company, the Prospectus would include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they are madeexisting at the time of delivery to the purchaser, not misleading, or if to comply with the Securities Act, the Exchange Act or the rules and regulations promulgated under such Acts, it shall be necessary at any time to amend or supplement the Prospectus or Registration Statement, or to file any document incorporated by reference in the Registration Statement or the Prospectus or in any amendment thereof or supplement thereto, the Company will promptly notify the Dealer Manager thereof Lead Managers promptly and prepare and file with the Commission, subject to Section 5(b) hereof, an appropriate amendment or supplement (unless the information shall have been received from the Dealer Manager) in form and the Dealer Manager and the Selected Dealers shall suspend the offering and sale of the Offered Shares in accordance with Section 4.3 hereof until such time as the Company, in its sole discretion (a) instructs the Dealer Manager to resume the offering and sale of the Offered Shares and (b) has prepared any required supplement substance satisfactory to the Prospectus Lead Managers) which will correct such statement or post-effective omission or which will effect such compliance and will use its best efforts to have any amendment to the Registration Statement declared effective as shall be necessary soon as possible. (d) The Company will promptly deliver to correct each of the Lead Managers and Underwriters’ Counsel a signed copy of the Registration Statement, as initially filed and all amendments thereto, including all consents and exhibits filed therewith, and will maintain in the Company’s files manually signed copies of such statement documents for at least five years after the date of filing. The Company will promptly deliver to each of the Underwriters such number of copies of any Preliminary Prospectus, the Prospectus, the Registration Statement, and all amendments of and supplements to such documents, if any, and all documents incorporated by reference in the Registration Statement and Prospectus or omission any amendment thereof or supplement thereto, if any, as the Lead Managers may reasonably request. Prior to 10:00 A.M., New York time, on the second business day succeeding the date of this Agreement and from time to comply time thereafter, the Company will furnish the Underwriters with copies of the requirements Prospectus in New York City in such quantities as the Lead Managers may reasonably request. (e) The Company consents to the use and delivery of the Preliminary Prospectus by the Underwriters in accordance with Rule 430 and Section 10 5(b) of the Securities Act. 2.6 (f) The Company will furnish to its shareholders as soon as practicable after the end of each fiscal year an annual report (including a consolidated balance sheet and statements of income, shareholders’ equity and cash flow of the Company for such fiscal year accompanied by a copy of the certificate or report thereon of nationally recognized independent certified public accountants). (g) The Company will make generally available to its security holders and to the Underwriters as soon as practicable, but in any event not later than twelve months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act), an earnings statement of the Company (which need not be audited) complying with Section 11(a) of the Securities Act and the rules and regulations under such Act (including, at the option of the Company, Rule 158). (h) During the period of 180 days from the date of the Prospectus, without the prior written consent of the Lead Managers, the Company and the Adviser (i) will not, directly or indirectly, issue, offer, sell, agree to issue, offer or sell, solicit offers to purchase, grant any call option, warrant or other right to purchase, purchase any put option or other right to sell, pledge, borrow or otherwise dispose of any Relevant Security, or make any announcement of any of the foregoing, (ii) will not establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent position” (in each case within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder) with respect to any Relevant Security, and (iii) will not otherwise enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any economic consequence of ownership of a Relevant Security, whether or not such transaction is to be settled by delivery of Relevant Units, other securities, cash or other consideration; and the Company will obtain an undertaking in substantially the form of Annex III hereto of each of its officers and directors, its stockholders listed on Schedule II attached hereto and certain officers of the Adviser, not to engage in any of the aforementioned transactions on their own behalf, other than the sale of Units as contemplated by this Agreement, as described in the Registration Statement and the Prospectus. The Company will not file a registration statement under the Securities Act in connection with any transaction by the Company or any person that is prohibited pursuant to the foregoing, except as agreed to in writing by the Lead Managers prior to effecting any such filing. (i) During the period of three years from the effective date of the Registration Statement, to the extent not available on the Commission’s XXXXX system or the Company’s website, the Company will furnish to the Lead Managers (a) copies of all reports or other communications (financial or other) furnished to security holders or from time to time published or publicly disseminated by the Company, (b) as soon as they are available, copies of any reports, financial statements and proxy or information statements furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company is listed; and (c) such additional information concerning the business and financial condition of the Company as the Lead Managers may from time to time reasonably request. (j) The Company will apply the net proceeds from the sale of the Offered Shares Units as stated set forth under the caption “Use of Proceeds” in the Prospectus. 2.7 (k) The Company will engage furnish to the Lead Managers (or Underwriters’ counsel) copies of all amendments to the Registration Statement and maintainthe Notice of Election, as initially filed with the Commission, and of all amendments thereto (including all exhibits thereto) for distribution of a copy of each of the other Underwriters. (l) The Company, during a period of two years from the effective date of the Company’s election to be a business development company, will use its best efforts to maintain its status as a business development company; provided, however, the Company may change the nature of its business so as to cease to be, or to withdraw its election as, a business development company, with the approval of the board of directors and a vote of stockholders as required by Section 58 of the Investment Company Act or any successor provision. (m) The Company will use its best efforts to qualify for and elect to be treated as a regulated investment company under Subchapter M of the Code, and to maintain such qualification and election in effect for each full fiscal year during which it is a business development company under the Investment Company Act; provided that, at its expensethe discretion of the Company’s board of directors, it may elect not to be so treated. (n) The Company will maintain a transfer agent and, if necessary under the law of the State of Maryland, a registrar and transfer agent for the Offered Shares. Units. (o) The Company will disclose a per share estimated value use its best efforts to list the Units, subject to notice of issuance, for quotation on Nasdaq, and to maintain such listing of the Offered Shares and related information in accordance Units on Nasdaq. (p) The Company, during the period when the Prospectus is required to be delivered under the Securities Act or the Exchange Act, will file all documents required to be filed with the requirements Commission pursuant to the Securities Act, the Exchange Act and the rules and regulations promulgated under such Acts, within the time periods required thereby. (q) The Company will use its best efforts to do and perform all things required to be done or performed under this Agreement by the Company prior to the Closing Date or the Additional Closing Date, as the case may be, and to satisfy all conditions precedent to the delivery of FINRA the Firm Units and the Additional Units. (r) The Company will comply with all applicable securities and other applicable laws, rules and regulations in each foreign jurisdiction in which the Directed Shares are offered. (s) The Company hereby agrees that it will ensure that the Directed Shares will be restricted as required by NASD Rule 2310(b)(5)2790. (t) The Company will not take, and will cause its affiliates (within the meaning of Rule 144 under the Securities Act) not to take, directly or indirectly, any action which constitutes or is designed to cause or result in, or which could reasonably be expected to constitute, cause or result in, the stabilization or manipulation of the price of any security to facilitate the sale or resale of the Units.

Covenants of the Company and the Adviser. The Company covenants and agrees, and the Adviser agrees, with the Underwriters: (a) To furnish such information as may be required and otherwise to cooperate in qualifying the Shares for offering and sale under the securities or blue sky laws of such states or other jurisdictions as the Lead Managers may designate and to use its best efforts to maintain such qualifications in effect so long as the Lead Managers may reasonably request for the distribution of the Shares (including removing any suspension referred to below); provided that, in connection therewith, the Company and the Adviser hereby jointly shall not be required to qualify as a foreign corporation or to file a consent to the service of process under the laws of any such jurisdiction (except a limited consent to service of process with respect to the offering and severally covenant sale of the Shares); and agree to advise the Lead Managers promptly of the receipt by the Company or the Adviser of any notification with respect to the Dealer Manager that:suspension of the qualification of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. 2.1 The Company will: (ab) use commercially reasonable efforts to cause To notify the Lead Managers immediately (and, if requested by the Lead Managers, will confirm such notice in writing) (i) when the Registration Statement and any subsequent amendments thereto become effective, and if Rule 430A under the Securities Act is used, when the Prospectus is filed with the Commission pursuant to become effective as promptly as possible; Rule 497(h) under the Securities Act (b) promptly advise which the Dealer Manager (i) of the receipt of any comments of, or requests for additional or supplemental information from, the SECCompany agrees to file in a timely manner under such Rule), (ii) of any request by the time and date of any filing of any post-effective amendment to the Registration Statement or Commission for any amendment or supplement to the Prospectus and (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective; (c) timely file every amendment or supplement to the Registration Statement or the Prospectus that may be required by or for any additional information, (iii) of the SEC Company’s intention to file or prepare any supplement or amendment to the Registration Statement or the Prospectus, (iv) of the mailing or the delivery to the Commission for filing of any amendment of or supplement to the Registration Statement or the Prospectus, including but not limited to Rule 462(b) under the Securities Act; and , (dv) promptly notify of the Dealer Manager if at any time issuance by the SEC shall issue Commission of any stop order suspending the effectiveness of the Registration StatementStatement or any post-effective amendment thereto or of the initiation, andor the threatening, of any proceedings therefor, (vi) of the receipt of any comments from the Commission, and (vii) of the receipt by the Company of any notification with respect to the extent suspension of the Company determines qualification of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for that such action is in its best interestpurpose. If the Commission shall propose or enter a stop order at any time, the Company will use its commercially make every reasonable efforts effort to prevent the issuance of any such stop order and, if issued, to obtain the lifting of such order at the earliest possible time. 2.2 In addition to and apart from the Prospectus, the Company intends to furnish to all appropriate regulatory agencies and use printed sales literature or other materials in connection with the Offering prepared by the Company, the Adviser or the Dealer Manager. Such printed sales literature or other materials prepared by the Company, the Adviser or the Dealer Manager, provided that the use of said sales literature and other materials has been approved for use by the Company in writing and all appropriate regulatory agencies, are referred to hereinafter as the “Authorized Sales Materials.” In the event that the Company uses printed materials in connection with the Offering prepared by the Company, the Adviser or the Dealer Manager that is intended for “broker-dealer use only” or “advisor use only,” the Dealer Manager shall use such materials in accordance with Section 4.3 below. 2.3 The Company will, at no expense to the Dealer Manager, furnish the Dealer Manager with such number of printed copies of the Registration Statement, including all amendments and exhibits thereto, soon as the Dealer Manager may reasonably requestpossible. The Company will similarly furnish not file any amendment to the Dealer Manager and Selected Dealers designated by the Dealer Manager as many copies as the Dealer Manager may reasonably request in connection with the Offering Registration Statement or any amendment of the Offered Shares of (a) the Prospectus in preliminary and final form and every form of or supplement to the Prospectus or post-effective amendment to that differs from the prospectus on file at the time of the effectiveness of the Registration Statement; and (b) Statement or file any document under the Authorized Sales Materials. 2.4 The Company will use its commercially reasonable efforts Exchange Act if such document would be deemed to (a) qualify be incorporated by reference into the Offered Shares for offering and sale under, or Prospectus to establish the exemption of the offering and sale of the Offered Shares from qualification or registration under, the applicable state securities or “blue sky” laws of each jurisdiction designated in Exhibit B hereto (the “Qualified Jurisdictions”) and (b) maintain such qualifications or exemptions in effect throughout the Offering. In connection therewith, the Company will prepare and file all such reports as may be required by the securities regulatory authorities in the Qualified Jurisdictions in which the Offered Shares have been sold, provided that the Dealer Manager Lead Managers shall have provided the Company with any information required for such filings or reports that is object in the Dealer Manager’s possessionwriting after being timely furnished in advance a copy thereof. The Company will notify provide the Dealer Manager promptly following each date Lead Managers and Underwriters’ Counsel with copies of all such amendments, filings and other documents a sufficient time prior to any filing or other publication thereof to permit the Lead Managers and Underwriters’ Counsel a reasonable opportunity to review and comment thereon. (ic) To comply with the effectiveness of qualification or exemption of Offered Shares in any additional jurisdiction in which Securities Act and the offering and sale of Offered Shares has been authorized by appropriate state regulatory authorities; and (ii) a change in the status Exchange Act to permit completion of the qualification or exemption of distribution as contemplated in this Agreement, the Offered Shares in any jurisdiction in any respectRegistration Statement and the Prospectus. The Company will file and obtain clearance of the Authorized Materials to the extent required by applicable state securities laws. The Company will furnish to the Dealer Manager a copy of such papers filed by the Company in connection with any such qualification. 2.5 If at any time when a Prospectus prospectus relating to the Shares is required to be delivered under the Securities Act or the Exchange Act in connection with the sales of Shares, any event occurs shall have occurred as a result of whichwhich the Prospectus as then amended or supplemented would, in the opinion judgment of the Underwriters or the Company, the Prospectus would include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they are madeexisting at the time of delivery to the purchaser, not misleading, or if to comply with the Securities Act, the Exchange Act or the rules and regulations promulgated under such Acts, it shall be necessary at any time to amend or supplement the Prospectus or Registration Statement, or to file any document incorporated by reference in the Registration Statement or the Prospectus or in any amendment thereof or supplement thereto, the Company will promptly notify the Dealer Manager thereof Lead Managers promptly and prepare and file with the Commission, subject to Section 5(b) hereof, an appropriate amendment or supplement (unless the information shall have been received from the Dealer Manager) in form and the Dealer Manager and the Selected Dealers shall suspend the offering and sale of the Offered Shares in accordance with Section 4.3 hereof until such time as the Company, in its sole discretion (a) instructs the Dealer Manager to resume the offering and sale of the Offered Shares and (b) has prepared any required supplement substance satisfactory to the Prospectus Lead Managers) which will correct such statement or post-effective omission or which will effect such compliance and will use its best efforts to have any amendment to the Registration Statement declared effective as shall be necessary soon as possible. (d) The Company will promptly deliver to correct each of the Lead Managers and Underwriters’ Counsel a signed copy of the Registration Statement, as initially filed and all amendments thereto, including all consents and exhibits filed therewith, and will maintain in the Company’s files manually signed copies of such statement documents for at least five years after the date of filing. The Company will promptly deliver to each of the Underwriters such number of copies of any Preliminary Prospectus, the Prospectus, the Registration Statement, and all amendments of and supplements to such documents, if any, and all documents incorporated by reference in the Registration Statement and Prospectus or omission any amendment thereof or supplement thereto, if any, as the Lead Managers may reasonably request. Prior to 10:00 A.M., New York time, on the second business day succeeding the date of this Agreement and from time to comply time thereafter, the Company will furnish the Underwriters with copies of the requirements Prospectus in New York City in such quantities as the Lead Managers may reasonably request. (e) The Company consents to the use and delivery of the Preliminary Prospectus by the Underwriters in accordance with Rule 430 and Section 10 5(b) of the Securities Act. 2.6 (f) The Company will furnish to its shareholders as soon as practicable after the end of each fiscal year an annual report (including a consolidated balance sheet and statements of income, shareholders’ equity and cash flow of the Company for such fiscal year accompanied by a copy of the certificate or report thereon of nationally recognized independent certified public accountants). (g) The Company will make generally available to its security holders and to the Underwriters as soon as practicable, but in any event not later than twelve months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act), an earnings statement of the Company (which need not be audited) complying with Section 11(a) of the Securities Act and the rules and regulations under such Act (including, at the option of the Company, Rule 158). (h) During the period of 180 days from the date of the Prospectus, without the prior written consent of the Lead Managers, the Company and the Adviser (i) will not, directly or indirectly, issue, offer, sell, agree to issue, offer or sell, solicit offers to purchase, grant any call option, warrant or other right to purchase, purchase any put option or other right to sell, pledge, borrow or otherwise dispose of any Relevant Security, or make any announcement of any of the foregoing, (ii) will not establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent position” (in each case within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder) with respect to any Relevant Security, and (iii) will not otherwise enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any economic consequence of ownership of a Relevant Security, whether or not such transaction is to be settled by delivery of Relevant Securities, other securities, cash or other consideration; and the Company will obtain an undertaking in substantially the form of Annex III hereto of each of its officers and directors, its stockholders listed on Schedule II attached hereto and certain officers of the Adviser, not to engage in any of the aforementioned transactions on their own behalf, other than the sale of Shares as contemplated by this Agreement, as described in the Registration Statement and the Prospectus. The Company will not file a registration statement under the Securities Act in connection with any transaction by the Company or any person that is prohibited pursuant to the foregoing, except as agreed to in writing by the Lead Managers prior to effecting any such filing. (i) During the period of three years from the effective date of the Registration Statement, to the extent not available on the Commission’s XXXXX system or the Company’s website, the Company will furnish to the Lead Managers (a) copies of all reports or other communications (financial or other) furnished to security holders or from time to time published or publicly disseminated by the Company, (b) as soon as they are available, copies of any reports, financial statements and proxy or information statements furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company is listed; and (c) such additional information concerning the business and financial condition of the Company as the Lead Managers may from time to time reasonably request. (j) The Company will apply the net proceeds from the sale of the Offered Shares as stated set forth under the caption “Use of Proceeds” in the Prospectus. 2.7 (k) The Company will engage furnish to the Lead Managers (or Underwriters’ counsel) copies of all amendments to the Registration Statement and maintainthe Notice of Election, as initially filed with the Commission, and of all amendments thereto (including all exhibits thereto) for distribution of a copy of each of the other Underwriters. (l) The Company, during a period of two years from the effective date of the Company’s election to be a business development company, will use its best efforts to maintain its status as a business development company; provided, however, the Company may change the nature of its business so as to cease to be, or to withdraw its election as, a business development company, with the approval of the board of directors and a vote of stockholders as required by Section 58 of the Investment Company Act or any successor provision. (m) The Company will use its best efforts to qualify for and elect to be treated as a regulated investment company under Subchapter M of the Code, and to maintain such qualification and election in effect for each full fiscal year during which it is a business development company under the Investment Company Act; provided that, at its expensethe discretion of the Company’s board of directors, it may elect not to be so treated. (n) The Company will maintain a transfer agent and, if necessary under the law of the State of Maryland, a registrar and transfer agent for the Offered Shares. Common Stock. (o) The Company will disclose a per share estimated value use its best efforts to list the Shares, subject to notice of issuance, for quotation on Nasdaq, and to maintain such listing of the Offered Shares on Nasdaq. (p) The Company, during the period when the Prospectus is required to be delivered under the Securities Act or the Exchange Act, will file all documents required to be filed with the Commission pursuant to the Securities Act, the Exchange Act and the rules and regulations promulgated under such Acts, within the time periods required thereby. (q) The Company will use its best efforts to do and perform all things required to be done or performed under this Agreement by the Company prior to the Closing Date or the Additional Closing Date, as the case may be, and to satisfy all conditions precedent to the delivery of the Firm Shares and related information the Additional Shares. (r) The Company will comply with all applicable securities and other applicable laws, rules and regulations in accordance with each foreign jurisdiction in which the requirements Directed Shares are offered. (s) The Company hereby agrees that it will ensure that the Directed Shares will be restricted as required by NASD Rule 2790. (t) The Company will not take, and will cause its affiliates (within the meaning of FINRA Rule 2310(b)(5)144 under the Securities Act) not to take, directly or indirectly, any action which constitutes or is designed to cause or result in, or which could reasonably be expected to constitute, cause or result in, the stabilization or manipulation of the price of any security to facilitate the sale or resale of the Shares.

Covenants of the Company and the Adviser. The Company and the Adviser hereby jointly and severally covenant and agree with the Dealer Manager that: 2.1 2.1. The Company will: (a) use commercially reasonable efforts to cause the Registration Statement and any subsequent amendments thereto to become effective as promptly as possible; (b) promptly advise the Dealer Manager (i) of the receipt of any comments of, or requests for additional or supplemental information from, the SECCommission, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to the Prospectus Prospectus, and (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective; (c) timely file every amendment or supplement to the Registration Statement or the Prospectus that may be required by the SEC Commission or under the Securities Act; and (d) promptly notify the Dealer Manager if at any time the SEC Commission shall issue any stop order suspending the effectiveness of the Registration Statement, it will promptly notify the Dealer Manager and, to the extent the Company determines that such action is in its the best interestinterest of the Company, the Company will use its commercially reasonable efforts to obtain the lifting of such order at the earliest possible time. 2.2 2.2. In addition to and apart from the Prospectus, the Company intends to furnish to all appropriate regulatory agencies and use printed sales literature or other materials in connection with the Offering prepared by the Company, the Adviser or the Dealer Manager, which materials are generally described in the Prospectus. Such printed sales literature or other materials prepared by the Company, the Adviser or the Dealer Manager, provided that the use of said sales literature and other materials has been approved for use by the Company in writing and all appropriate regulatory agencies, are referred to hereinafter as the “Authorized Sales Materials.” In the event that the Company uses printed materials in connection with the Offering prepared by the Company, the Adviser or the Dealer Manager that is Manager, intended for “broker-dealer use only” or “advisor use only,” the Dealer Manager shall use such “broker-dealer use only” materials in accordance with Section 4.3 below. 2.3 2.3. The Company will, at no expense to the Dealer Manager, furnish the Dealer Manager with such number of printed copies of the Registration Statement, including all amendments and exhibits thereto, as the Dealer Manager may reasonably request. The Company will similarly furnish to the Dealer Manager and Selected Participating Dealers designated by the Dealer Manager as many copies as the Triton Pacific Investment Corporation, Inc. Dealer Manager may reasonably request in connection with the Offering of the Offered Shares of (a) the Prospectus in preliminary and final form and every form of supplement to the Prospectus or post-effective amendment to the Registration Statement; and (b) the Authorized Sales Materials. 2.4 The Company will use its commercially reasonable efforts to (a) qualify the Offered Shares for offering and sale under, or to establish the exemption of the offering and sale of the Offered Shares from qualification or registration under, the applicable state securities or “blue sky” laws of each jurisdiction designated in Exhibit B hereto (the “Qualified Jurisdictions”) and (b) maintain such qualifications or exemptions in effect throughout the Offering. In connection therewith, the Company will prepare and file all such reports as may be required by the securities regulatory authorities in the Qualified Jurisdictions in which the Offered Shares have been sold, provided that the Dealer Manager shall have provided the Company with any information required for such filings or reports that is in the Dealer Manager’s possession. The Company will notify the Dealer Manager promptly following each date of (i) the effectiveness of qualification or exemption of Offered Shares in any additional jurisdiction in which the offering and sale of Offered Shares has been authorized by appropriate state regulatory authorities; and (ii) a change in the status of the qualification or exemption of the Offered Shares in any jurisdiction in any respect. The Company will file and obtain clearance of the Authorized Materials to the extent required by applicable state securities laws. The Company will furnish to the Dealer Manager a copy of such papers filed by the Company in connection with any such qualification. 2.5 If at any time when a Prospectus is required to be delivered under the Securities Act any event occurs as a result of which, in the opinion of the Company, the Prospectus would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Company will promptly notify the Dealer Manager thereof (unless the information shall have been received from the Dealer Manager) and the Dealer Manager and the Selected Dealers shall suspend the offering and sale of the Offered Shares in accordance with Section 4.3 hereof until such time as the Company, in its sole discretion (a) instructs the Dealer Manager to resume the offering and sale of the Offered Shares and (b) has prepared any required supplement to the Prospectus or post-effective amendment to the Registration Statement as shall be necessary to correct such statement or omission and to comply with the requirements of Section 10 of the Securities Act. 2.6 The Company will apply the proceeds from the sale of the Offered Shares as stated in the Prospectus. 2.7 The Company will engage and maintain, at its expense, a registrar and transfer agent for the Offered Shares. The Company will disclose a per share estimated value of the Offered Shares and related information in accordance with the requirements of FINRA Rule 2310(b)(5).Agreement

Covenants of the Company and the Adviser. The Company and the Adviser hereby jointly and severally covenant and agree with the Dealer Manager that: 2.1 The Company will: (a) use commercially reasonable efforts to cause the Registration Statement and any subsequent amendments thereto to become effective as promptly as possible; (b) promptly advise the Dealer Manager (i) of the receipt of any comments of, or requests for additional or supplemental information from, the SEC, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to the Prospectus and (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective; (c) timely file every amendment or supplement to the Registration Statement or the Prospectus that may be required by the SEC or under the Securities Act; and (d) promptly notify the Dealer Manager if at any time the SEC shall issue any stop order suspending the effectiveness of the Registration Statement, and, to the extent the Company determines that such action is in its best interest, the Company will use its commercially reasonable efforts to obtain the lifting of such order at the earliest possible time. 2.2 In addition to and apart from the Prospectus, the Company intends to furnish to all appropriate regulatory agencies and use printed sales literature or other materials in connection with the Offering prepared by the Company, the Adviser or the Dealer Manager. Such printed sales literature or other materials prepared by the Company, the Adviser or the Dealer Manager, provided that the use of said sales literature and other materials has been approved for use by the Company in writing and all appropriate regulatory agencies, are referred to hereinafter as the “Authorized Sales Materials.” In the event that the Company uses printed materials in connection with the Offering prepared by the Company, the Adviser or the Dealer Manager that is intended for “broker-dealer use only” or “advisor use only,” the Dealer Manager shall use such materials in accordance with Section 4.3 below.” 2.3 The Company will, at no expense to the Dealer Manager, furnish the Dealer Manager with such number of printed copies of the Registration Statement, including all amendments and exhibits thereto, as the Dealer Manager may reasonably request. The Company will similarly furnish to the Dealer Manager and Selected Dealers designated by the Dealer Manager as many copies as the Dealer Manager may reasonably request in connection with the Offering of the Offered Shares of (a) the Prospectus in preliminary and final form and every form of supplement to the Prospectus or post-effective amendment to the Registration Statement; and (b) the Authorized Sales Materials. 2.4 The Company will use its commercially reasonable efforts to (a) qualify the Offered Shares for offering and sale under, or to establish the exemption of the offering and sale of the Offered Shares from qualification or registration under, the applicable state securities or “blue sky” laws of each jurisdiction designated in Exhibit B hereto (the “Qualified Jurisdictions”) and (b) maintain such qualifications or exemptions in effect throughout the Offering. In connection therewith, the Company will prepare and file all such reports as may be required by the securities regulatory authorities in the Qualified Jurisdictions in which the Offered Shares have been sold, provided that the Dealer Manager shall have provided the Company with any information required for such filings or reports that is in the Dealer Manager’s possession. The Company will notify the Dealer Manager promptly following each date of (i) the effectiveness of qualification or exemption of Offered Shares in any additional jurisdiction in which the offering and sale of Offered Shares has been authorized by appropriate state regulatory authorities; and (ii) a change in the status of the qualification or exemption of the Offered Shares in any jurisdiction in any respect. The Company will file and obtain clearance of the Authorized Materials to the extent required by applicable state securities laws. The Company will furnish to the Dealer Manager a copy of such papers filed by the Company in connection with any such qualification. 2.5 If at any time when a Prospectus is required to be delivered under the Securities Act any event occurs as a result of which, in the opinion of the Company, the Prospectus would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Company will promptly notify the Dealer Manager thereof (unless the information shall have been received from the Dealer Manager) and the Dealer Manager and the Selected Dealers shall suspend the offering and sale of the Offered Shares in accordance with Section 4.3 hereof until such time as the Company, in its sole discretion (a) instructs the Dealer Manager to resume the offering and sale of the Offered Shares and (b) has prepared any required supplement to the Prospectus or post-effective amendment to the Registration Statement as shall be necessary to correct such statement or omission and to comply with the requirements of Section 10 of the Securities Act. 2.6 The Company will apply the proceeds from the sale of the Offered Shares as stated in the Prospectus. 2.7 The Company will engage and maintain, at its expense, a registrar and transfer agent for the Offered Shares. . 2.8 The Company will disclose a per share estimated value of the Offered Shares and related information in accordance with the requirements of FINRA Rule 2310(b)(5).

Covenants of the Company and the Adviser. The Company and the Adviser hereby jointly and severally covenant and agree with the Dealer Manager that: 2.1 (a) The Company will: (a) use commercially reasonable efforts to cause the Registration Statement and any subsequent amendments thereto to become effective as promptly as possible; (b) promptly advise the Dealer Manager (i) of the receipt of any comments of, or requests for additional or supplemental information from, the SECCommission, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to the Prospectus Prospectus, and (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective; (c) timely file every amendment or supplement to the Registration Statement or the Prospectus that may be required by the SEC Commission or under the Securities Act; and (d) promptly notify the Dealer Manager if at any time the SEC Commission shall issue any stop order suspending the effectiveness of the Registration Statement, it will promptly notify the Dealer Manager and, to the extent the Company determines that such action is in its the best interestinterest of the Company, the Company will use its commercially reasonable efforts to obtain the lifting of such order at the earliest possible time. 2.2 (b) In addition to and apart from the Prospectus, the Company intends to furnish to all appropriate regulatory agencies and use printed sales literature or other materials in connection with the Offering prepared by the Company, the Adviser or the Dealer Manager, which materials are generally described in the Prospectus. Such printed sales literature or other materials prepared by the Company, the Adviser or the Dealer Manager, provided that the use of said sales literature and other materials has been approved for use by the Company in writing and all appropriate regulatory agencies, are referred to hereinafter as the “Authorized Sales Materials.” In the event that the Company uses printed materials in connection with the Offering prepared by the Company, the Adviser or the Dealer Manager that is Manager, intended for “broker-dealer use only” or “advisor use only,” the Dealer Manager shall use such “broker-dealer use only” materials in accordance with Section 4.3 4(c) below. 2.3 (c) The Company will, at no expense to the Dealer Manager, furnish the Dealer Manager with such number of printed copies of the Registration Statement, including all amendments and exhibits thereto, as the Dealer Manager may reasonably request. The Company will similarly furnish to the Dealer Manager and Selected Dealers designated by the Dealer Manager as many copies as the Dealer Manager may reasonably request in connection with the Offering of the Offered Shares of of: (a) the Prospectus in preliminary and final form and every form of supplement to the Prospectus or post-effective amendment to the Registration StatementProspectus; and (b) the Authorized Sales Materials. 2.4 (d) The Company will use its commercially reasonable efforts to (a) qualify the Offered Shares for offering and sale under, or to establish the exemption of the offering and sale of the Offered Shares from qualification or registration under, the applicable state securities or “blue sky” laws of each jurisdiction designated in Exhibit B hereto (the “Qualified Jurisdictions”) and (b) to maintain such qualifications or exemptions in effect throughout the Offering. In connection therewith, the Company will prepare and file all such reports as may be required by the securities regulatory authorities in the Qualified Jurisdictions in which the Offered Shares have been sold, provided that the Dealer Manager shall have provided the Company with any information required for such filings or reports that is in the Dealer Manager’s possession. The Company will notify the Dealer Manager promptly following each date of of: (ia) the effectiveness of qualification or exemption of Offered Shares in any additional jurisdiction in which the offering and sale of Offered Shares has been authorized by appropriate state regulatory authorities; and (iib) a change in the status of the qualification or exemption of the Offered Shares in any jurisdiction in any respect. The Company will file and obtain clearance of the Authorized Sales Materials to the extent required by applicable state securities laws. The Company will furnish to the Dealer Manager a copy of such papers filed by the Company in connection with any such qualification. 2.5 (e) If at any time when a Prospectus is required to be delivered under the Securities Act any event occurs as a result of which, in the opinion of the Company, the Prospectus would include an untrue statement of a material fact or omit omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Company will promptly notify the Dealer Manager thereof (unless the information shall have been received from the Dealer Manager) and the Dealer Manager and the Selected Dealers shall suspend the offering and sale of the Offered Shares in accordance with Section 4.3 4(c) hereof until such time as the Company, in its sole discretion (a) instructs the Dealer Manager to resume the offering and sale of the Offered Shares and (b) has prepared any required supplement to the Prospectus or post-effective amendment to the Registration Statement Prospectus as shall be necessary to correct such statement or omission and to comply with the requirements of Section 10 of the Securities Act. 2.6 (f) The Company will apply the proceeds from the sale of the Offered Shares as stated in the Prospectus. 2.7 (g) The Company will engage and maintain, at its expense, a registrar and transfer agent for the Offered Shares. . (h) The Company will disclose use its commercially reasonable efforts to maintain its status as a per share estimated value BDC under the Investment Company Act; provided, however, the Company may cease to be, or withdraw its election as a BDC under the Investment Company Act, with the approval of its board of directors and a vote of its stockholders as required by Section 58 of the Offered Shares and related information Investment Company Act, or a successor provision. (i) The Company will operate in accordance with a manner so as to enable the requirements Company to qualify as a regulated investment company under the Code for each taxable year during which it elects to be treated as a BDC under the Investment Company Act; provided, however, that at the discretion of FINRA Rule 2310(b)(5)the Company’s board of directors, it may elect to not be so treated.

Covenants of the Company and the Adviser. The Each of the Company and the Adviser hereby jointly and severally covenant and agree covenants with the Dealer Manager thatas follows: 2.1 The Company will: (a) To use commercially reasonable its best efforts to cause the Registration Statement and any subsequent amendments thereto to become effective as promptly as possible; (b) promptly under the Securities Act, and to advise the Dealer Manager promptly as to the time at which the Registration and any amendments thereto (including any post-effective amendment) becomes so effective. (b) To notify the Dealer Manager promptly, and confirm the notice in writing, (i) of the effectiveness of the Registration Statement and any amendment thereto (including any post-effective amendment), (ii) of the receipt of any comments of, or requests for additional or supplemental information from, from the SECCommission, (iiiii) of any request by the time and date of Commission for any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to the Prospectus and or for additional information relating thereto, (iiiiv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose, and (v) of the suspension of the qualification of the Shares or the Rights for offering or sale in any jurisdiction. Each of the Company and the Adviser will make every reasonable effort to prevent the issuance of any stop order described in subsection (iv) hereunder and, if any such stop order is issued, to obtain the lifting thereof at the earliest possible moment. (c) that if, at the time this Agreement is executed and date that delivered, it is necessary for any post-effective amendment to the Registration Statement becomes to be declared effective before the Shares may be issued and sold as contemplated herein, the Company shall endeavor to cause such post-effective amendment to become effective as soon as possible, and the Company shall advise Dealer Manager promptly and, if requested by Dealer Manager, shall confirm in writing, (i) when any such post-effective amendment has become effective; , and (cii) if Rule 430A under the Securities Act is used, when the Prospectus is filed with the Commission pursuant to Rule 497 under the Securities Act (which the Company agrees to file in a timely file every amendment manner under such Rule). (d) to advise the Dealer Manager promptly of, and, if requested, confirming in writing, any request by the Commission for amendments or supplement supplements to the Registration Statement or the Prospectus that may be required by or for additional information with respect thereto, or of notice of institution of proceedings for, or the SEC or under entry of a stop order, suspending the Securities Act; and (d) promptly notify effectiveness of the Dealer Manager Registration Statement and, if at any time the SEC shall issue any Commission should enter a stop order suspending the effectiveness of the Registration Statement, and, to the extent the Company determines that such action is in use its best interest, the Company will use its commercially reasonable efforts to obtain the lifting or removal of such order at as soon as possible; to advise the earliest possible time. 2.2 In addition Dealer Manager promptly of any proposal to and apart from amend or supplement the Registration Statement or the Prospectus, and to provide the Dealer Manager copies of any such documents for review and comment a reasonable amount of time prior to any proposed filing and to file no such amendment or supplement to which the Dealer Manager shall reasonably object in writing. (e) The Company shall not directly or indirectly sell, offer to sell, enter into any agreement to sell, or otherwise dispose of, any equity or equity related securities of the Company intends to furnish to all appropriate regulatory agencies or securities convertible into such securities, other than the Rights, the Shares and use printed sales literature or other materials the Common Stock issued in connection with the Offering prepared by reinvestment of dividends or distributions, for a period of 90 days from the Company, date of this Agreement without the Adviser or prior consent of the Dealer Manager. Such printed sales literature or other materials prepared . (f) To the extent required, to use its best efforts to cause the Shares to be duly authorized for listing by the Company, Nasdaq Capital Market prior to the Adviser time of issuance. (g) To advise or cause the Dealer Manager, provided that the use of said sales literature and other materials has been approved for use by the Company in writing and all appropriate regulatory agencies, are referred Subscription Agent or Information Agent to hereinafter as the “Authorized Sales Materials.” In the event that the Company uses printed materials in connection with the Offering prepared by the Company, the Adviser or advise the Dealer Manager that is intended and each Soliciting Dealer from day to day during the period of, and promptly after the termination of, the Rights Offering, as to the names and addresses of all Holders exercising Rights, the total number of Rights exercised by each Holder during the immediately preceding day, indicating the total number of Rights verified to be in proper form for “exercise, rejected for exercise and being processed and, for the Dealer Manager and each Soliciting Dealer, the number of Rights exercised on exercise forms indicating the Dealer Manager or such Soliciting Dealer, as the case may be, as the broker-dealer use only” or “advisor use only,” the Dealer Manager shall use with respect to such materials in accordance with Section 4.3 below. 2.3 The Company willexercise, at no expense and as to the Dealer Manager, furnish the Dealer Manager with such number of printed copies of the Registration Statement, including all amendments and exhibits thereto, other information as the Dealer Manager may reasonably request. The Company ; and will similarly furnish to notify the Dealer Manager and Selected Dealers designated by each Soliciting Dealer, not later than 5:00 P.M., New York City time, on the first business day following the Expiration Date, of the total number of Rights exercised and Shares related thereto, the total number of Rights verified to be in proper form for exercise, rejected for exercise and being processed and, for the Dealer Manager and each Soliciting Dealer, the number of Rights exercised on exercise forms indicating the Dealer Manager or such Soliciting Dealer, as many copies the case may be, as the broker-dealer with respect to such exercise, and as to such other information as the Dealer Manager may reasonably request request. (h) Except as required by applicable law, the use of any reference to the Dealer Manager in any Offering Materials or any other document or communication prepared, approved or authorized by the Company and the Adviser in connection with the Rights Offering is subject to the prior approval of the Offered Shares of (a) the Prospectus in preliminary and final form and every form of supplement Dealer Manager, provided that if such reference to the Prospectus or post-effective amendment to the Registration Statement; and (b) the Authorized Sales Materials. 2.4 The Company will use its commercially reasonable efforts to (a) qualify the Offered Shares for offering and sale under, or to establish the exemption of the offering and sale of the Offered Shares from qualification or registration under, the Dealer Manager is required by applicable state securities or “blue sky” laws of each jurisdiction designated in Exhibit B hereto (the “Qualified Jurisdictions”) and (b) maintain such qualifications or exemptions in effect throughout the Offering. In connection therewithlaw, the Company will prepare and file all such reports as may be required by the securities regulatory authorities in the Qualified Jurisdictions in which the Offered Shares have been sold, provided that the Dealer Manager shall have provided the Company with any information required for such filings or reports that is in the Dealer Manager’s possession. The Company will Adviser agree to notify the Dealer Manager promptly following each date of within a reasonable time prior to such use, but the Company and the Adviser are nonetheless permitted to use such reference. (i) the effectiveness of qualification or exemption of Offered Shares in any additional jurisdiction in which the offering and sale of Offered Shares has been authorized by appropriate state regulatory authorities; and (ii) a change in the status of the qualification or exemption of the Offered Shares in any jurisdiction in any respect. The Company will file and obtain clearance of the Authorized Materials to the extent required by applicable state securities laws. The Company will To furnish to the Dealer Manager a copy of such papers filed by Manager, without charge, from time to time during the Company in connection with any such qualification. 2.5 If at any time period when a the Prospectus is required to be delivered under the Securities Act, as many copies of the Prospectus and any supplements and amendments thereto or to the Registration Statement as the Dealer Manager may reasonably request. (j) The Company will use the net proceeds received by it from the sale of the Shares in the manner specified in the Prospectus. (k) The Company and the Adviser will not take any action designed to cause or result in the manipulation of the price of any security of the Company to facilitate the issuance of the Rights or the sale or resale of Shares in violation of the Securities Act, the Investment Company Act or the Exchange Act, or the securities or “blue sky” laws of the various states and foreign jurisdictions in connection with the offer and sale of Shares. (l) If any event occurs shall occur as a result of which, which it is necessary to amend or supplement the Registration Statement or the Prospectus in order to make the Prospectus not misleading in the opinion light of the Companycircumstances existing at the time it is delivered to a Holder, to forthwith amend or supplement the Prospectus by preparing and filing with the Commission (and furnishing to the Dealer Manager a reasonable number of copies of) an amendment or amendments of the Registration Statement or an amendment or amendments of or a supplement or supplements to, the Prospectus would include (in form and substance satisfactory to counsel for the Dealer Manager), at the Company’s expense, which will amend or supplement the Registration Statement or the Prospectus so that the Prospectus will not contain an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading, . (m) To endeavor to qualify the Company will promptly notify Rights and the Shares for offer and sale under the securities or “blue sky” laws of such jurisdictions as the Dealer Manager thereof shall reasonably request. (unless n) The Company will comply with all applicable securities and other applicable laws, rules and regulation, including, without limitation, the information shall have been received from the Dealer Manager) Xxxxxxxx-Xxxxx Act of 2002, and the Dealer Manager and the Selected Dealers shall suspend the offering and sale of the Offered Shares in accordance with Section 4.3 hereof until such time as will use reasonable efforts to cause the Company’s directors and officers, in its sole discretion their capabilities, as such, to comply with such laws, rules and regulations, including, without limitation, the provisions of Xxxxxxxx-Xxxxx Act of 2002. (ao) instructs the Dealer Manager to resume the offering and sale of the Offered Shares and (b) has prepared any required supplement to the Prospectus or post-effective amendment to the Registration Statement as shall be necessary to correct such statement or omission and The Company will use reasonable best efforts to comply with the requirements to qualify as a regulated investment company under Subchapter M of the Code with respect to any fiscal year in which the Company is regulated as a business development company under the Investment Company Act. (p) The Company and the Adviser will use their reasonable efforts to perform all of the agreements required of them by this Agreement and discharge all conditions of theirs to the Dealer Manager’s obligations as set forth in this Agreement. (q) As soon as practicable, the Company will make generally available to its security holders and to the Dealer Manager an earnings statement or statements of the Company which will satisfy the provisions of Section 10 11(a) of the Securities Act and Rule 158 under the Securities Act. 2.6 The Company will apply the proceeds from the sale of the Offered Shares as stated in the Prospectus. 2.7 The Company will engage and maintain, at its expense, a registrar and transfer agent for the Offered Shares. The Company will disclose a per share estimated value of the Offered Shares and related information in accordance with the requirements of FINRA Rule 2310(b)(5).