Common use of Drawdowns Clause in Contracts

Drawdowns. 5.1. With respect to drawdowns by the Fund, each Subscriber will be required to fund drawdowns to purchase Units (a “Drawdown Purchase”) up to the amount of their respective capital commitment each time the Fund delivers a notice (a “Drawdown Notice”). Drawdown Notices will specify (i) the amount of the Drawdown (the “Drawdown Amount”); (ii) the portion of the Drawdown Amount to be paid by such Subscriber; (iii) the estimated number of Units to be purchased by such Subscriber; and (iv) the date (the “Drawdown Date”) on which such Drawdown Amount is due. On the Drawdown Date, if, in connection with a per Unit price adjustment described in Section 5.2 below, the number of Units to be purchased by a Subscriber differs from the amount set forth in the Drawdown Notice, the Fund will deliver to the Subscriber an additional notice setting forth the actual number of Units to be purchased by such Subscriber. Drawdown Notices will be delivered to each Subscriber at least 10 business days prior to the Drawdown Date (or shorter periods if the Adviser determines in good faith that it is necessary or appropriate to facilitate the consummation of a portfolio investment). All purchases pursuant to a Drawdown Notice will generally be made pro rata, in accordance with the remaining capital commitments of all unitholders, however, certain Drawdown Purchases may be made on a non-pro rata basis by unitholders that provide capital commitments after the Fund’s initial closing. To accommodate the legal, tax, regulatory or fiscal concerns of certain prospective investors, the Fund may determine to allow certain investors to fully fund their capital commitment at one point in time, in lieu of sequential drawdowns of the commitment as described in this Section 5. No Subscriber shall be required to invest more than the total amount of its capital commitment. 5.2. For each subsequent Drawdown Date, the price per Unit shall equal the Fund’s net asset value per share as of the close of the last calendar quarter preceding the applicable Drawdown Date, subject to the board of directors of the Fund (the “Board”) or a committee thereof making a determination, no later than 48 hours (excluding Sundays and holidays) prior to the Drawdown Date or the Catch-up Date, as applicable, that the Fund is not selling Units at a price per Unit that is below its then-current net asset value per Unit. 5.3. Each Drawdown Amount shall be payable in U.S. Dollars and in immediately available funds. Payment of a Drawdown Amount shall be made on or prior to the applicable Drawdown Date and as promptly as possible after delivery of a Drawdown Notice. The delivery of a Drawdown Notice to the Subscriber shall be the sole and exclusive condition to its irrevocable and unconditional obligation to pay the Drawdown Amount, without any right of offset, reduction, counterclaim or defense. 5.4. Concurrent with any payment of all or a portion of the amount of a Drawdown Amount, the Fund shall issue to the Subscriber a number of Units equal to (i) the amount of such Drawdown Amount funded by the Subscriber on the applicable Drawdown Date divided by (ii) the price per Unit as determined above. For the avoidance of doubt, the Fund shall not issue Units for any portion of the Subscriber’s capital commitment that has not been paid to the Fund and used to purchase Units pursuant to one or more Drawdown Notices (the “Undrawn Commitment”).

Drawdowns. 5.1. (a) With respect to drawdowns by the FundCompany, each Subscriber will be required to fund drawdowns to purchase Units Shares (a “Drawdown Purchase”) up to the amount of their respective capital commitment Capital Commitment each time the Fund Company delivers a notice (a “Drawdown Notice”). Drawdown Notices will specify (i) the amount of the Drawdown (the “Drawdown Amount”); (ii) the portion of the Drawdown Amount to be paid by such Subscriber; (iii) the estimated number of Units Shares to be purchased by such Subscriber; and (iv) the date (the “Drawdown Date”) on which such Drawdown Amount is due. On the Drawdown Date, if, in connection with a per Unit share price adjustment described in Section 5.2 paragraph 4(b) below, the number of Units Shares to be purchased by a Subscriber differs from the amount set forth in the Drawdown Notice, the Fund Company will deliver to the Subscriber an additional notice setting forth the actual number of Units Shares to be purchased by such Subscriber. Drawdown Notices will be delivered to each Subscriber at least 10 seven business days prior to the Drawdown Date (or shorter periods if the Adviser determines in good faith that it is necessary or appropriate to facilitate the consummation of a portfolio investment)Date. All purchases pursuant to a Drawdown Notice will generally be made pro rata, in accordance with the remaining capital commitments Capital Commitments of all unitholders, however, certain Drawdown Purchases may be made on a non-pro rata basis by unitholders that provide capital commitments after the Fund’s initial closingSubscriber. To accommodate the legal, tax, regulatory or fiscal concerns of certain prospective investors, the Fund Company may determine to allow certain investors to fully fund their capital commitment Capital Commitment at one point in time, in lieu of sequential drawdowns of the commitment Capital Commitment as described in this Section 54. No Subscriber shall be required to invest more than the total amount of its capital commitmentCapital Commitment. 5.2(b) The initial price of Shares is $20.00 per share on the initial Drawdown Date. For each subsequent Drawdown Date, the price per Unit share shall equal the FundCompany’s net asset value per share as of the close of the last calendar quarter preceding the applicable Drawdown Date, subject to the board Company’s Board of directors of the Fund (the “Board”) Directors or a committee thereof making a determination, no later than 48 hours (excluding Sundays and holidays) prior to the Drawdown Date or the Catch-up Date, as applicable, that the Fund Company is not selling Units Shares at a price per Unit Share that is below its then-current net asset value per UnitShare. 5.3. (c) Each Drawdown Amount shall be payable in U.S. Dollars and in immediately available funds. Payment of a Drawdown Amount shall be made on or prior to the applicable Drawdown Date and as promptly as possible after delivery of a Drawdown Notice. The delivery of a Drawdown Notice to the Subscriber shall be the sole and exclusive condition to its irrevocable and unconditional obligation to pay the Drawdown Amount, without any right of offset, reduction, counterclaim or defense. 5.4. (d) Concurrent with any payment of all or a portion of the amount of a Drawdown Amount, the Fund Company shall issue to the Subscriber a number of Units Shares equal to (i) the amount of such Drawdown Amount funded by the Subscriber on the applicable Drawdown Date divided by (ii) the price per Unit Share as determined above. For the avoidance of doubt, the Fund Company shall not issue Units Shares for any portion of the Subscriber’s capital commitment Capital Commitment that has not been paid to the Fund Company and used to purchase Units Shares pursuant to one or more Drawdown Notices (the “Undrawn Capital Commitment”). (e) The Company retains the right to exclude any Subscriber from purchasing Shares on any Drawdown Date if, in the Company’s reasonable discretion, there is a substantial likelihood that such Subscriber’s purchase of Shares at such time would (i) result in a violation of, or noncompliance with, any law or regulation to which such Subscriber, the Company, the Adviser, any other Subscriber or a portfolio company of the Company would be subject, (ii) subject the Company, the Adviser or any other Subscriber or a portfolio company to any material filing requirement or regulatory requirement or material tax or withholding requirement, (iii) cause the investments of “Benefit Plan Investors” (within the meaning of Section 3(42) of the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and certain Department of Labor regulations) to be significant and the Company’s assets to be considered “plan assets” for purposes of ERISA or Section 4975 of the Code, or (iv) impair, delay or otherwise have an adverse impact on the Company’s ability to make or continue to hold an investment or require the Adviser to modify the terms of an investment in a manner materially adverse to the Company. Accordingly, the Subscriber acknowledges and agrees that the Company may, in its reasonable discretion, from time to time require Drawdown Purchases from other investors and not the Subscriber. Accordingly, Drawdown Notices may be issued to only certain investors and stockholders of the Company (including or excluding the Subscriber) from time to time and require a purchase of Shares by such investors in amounts determined by the Company in its reasonable discretion. (f) The Subscriber specifically agrees and consents that the Company may, at any time, without further notice to or consent from the Subscriber (except to the extent otherwise provided in this Subscription Agreement), grant security over and, in connection therewith, Transfer (as defined below) its right to draw down capital from the Subscriber pursuant to this Section 4, the Company’s right to receive the Drawdown Purchase (and any related rights of the Company), to lenders or other creditors of the Company, in connection with any indebtedness, guarantee or surety of the Company; provided, that, for the avoidance of doubt, any such grantee’s right to draw down capital shall be subject to the limitations on the Company’s right to draw down capital pursuant to this Section 4. (g) In connection with any credit facility, the Subscriber, subject to the other terms of this Subscription Agreement, (i) acknowledges and confirms that (1) under the terms of and subject to the limitations and conditions set forth in this Subscription Agreement, such Subscriber is and shall remain obligated to fund its unfunded Capital Commitment required on account of capital calls duly made in accordance with the terms of this Subscription Agreement, without setoff, counterclaim or defense, including without limitation any defense of fraud or mistake, or any defense under any bankruptcy or insolvency law, including Section 365 of the U.S. Bankruptcy Code; provided that such agreement to fund, without defense, counterclaim or offset, shall not act as a waiver of any claim such Subscriber may have against any other Subscriber, the Company, the Adviser or a lender under any such credit facility (a “Lender”); (2) this Subscription Agreement constitute such Subscriber’s legal, valid and binding obligation, enforceable against such Subscriber in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, or other laws affecting creditors’ rights generally and to general principles of equity; and (3) the Lender is extending credit to the Company in reliance on such Subscriber’s funding of its Capital Commitments as such Lender’s primary source of repayment; (ii) agrees that such Subscriber will honor capital calls made by a Lender, or any agent acting on behalf of such Lender (an “Agent”), in accordance with the terms of this Subscription Agreement; (iii) acknowledges and consents to the pledge of assets of the Company, including, without limitation, security (including an assignment by way of security) granted by the Company over all or a portion of the Company’s rights contained the Company Documents and this Subscription Agreement, the right to deliver written notices of a call for capital contributions and receive additional capital contributions and enforce all remedies against Subscribers that fail to fund their respective unfunded Capital Commitments in accordance with the terms of this Subscription Agreement; (iv) acknowledges and consents that for so long as any credit facility is in place, the Company may agree with the Lender not to amend, modify, supplement, cancel, reduce or suspend any of such Subscriber’s obligations to fund its Capital Commitment or other payment obligations under this Subscription Agreement or the Company Documents without the Lender’s prior written consent; (v) acknowledges and confirms that, for so long as the credit facility is in place, all payments made by such Subscriber under this Subscription Agreement will, if the Lender so directs, be made by wire transfer of immediately available funds to an account established by the Company which the Company may also pledge to any Lender for the benefit of the Lender to secure all obligations of the Company under the credit facility, including the payment obligations relating to loans made under the credit facility; and (vi) acknowledges and agrees that (1) any excuse right, exclusion right or other limitation with respect to any Drawdown Purchase shall not be applicable with respect to any capital call the purpose of which is to repay amounts due under the credit facility, regardless of whether the related capital call is issued by the Lender under the credit facility; and (2) in the event such Subscriber is entitled to Transfer its Shares or withdraw from the Company pursuant to any provision of this Subscription Agreement, prior to the effectiveness of such Transfer or withdrawal, as applicable, such Subscriber shall be obligated to fund such Drawdown Purchase as may be required under the terms of the credit facility as a result of such Transfer or withdrawal (but in no event in excess of such Subscriber’s unfunded Capital Commitment). For the avoidance of doubt, for all purposes under this Subscription Agreement, payments made by Subscribers directly to a Lender, Agent or account pursuant to written notice of a call for capital contribution issued in accordance with this Section 4(g) shall be treated as if such payments had been made directly to the Company by the Subscribers pursuant to a written notice of a call for capital contribution issued by the Company, and the Company shall make such adjustments as necessary or appropriate to effect such treatment.

Drawdowns. 5.1. With respect (a) Subject to drawdowns the provisions of this Section 3, the Subscriber agrees to purchase Shares for an aggregate purchase price (in U.S. dollars) equal to its Capital Commitment, payable at such times and in such amounts as required by the Fund, each . The Subscriber will shall be required to fund drawdowns a capital contribution to purchase Units Shares (a “Drawdown Purchase”) up to the amount of their respective capital commitment each time the Fund delivers a notice (a the “Drawdown Notice”). Drawdown Notices will specify (i) the amount of the Drawdown (the “Drawdown Amount”); (ii) the portion of the Drawdown Amount to be paid by such Subscriber; (iii) the estimated number of Units to be purchased by such Subscriber; and (iv) the date (the “Drawdown Date”) on which such Drawdown Amount is due. On the Drawdown Date, if, in connection with a per Unit price adjustment described in Section 5.2 below, the number of Units to be purchased by a Subscriber differs from the amount set forth in the Drawdown Notice, the Fund will deliver to the Subscriber an additional notice setting forth the actual number of Units to be purchased by such Subscriber. Drawdown Notices will shall be delivered to each Subscriber at least 10 business days prior to the date on which payment will be due (each, a “Drawdown Date”), which notice period may be waived with respect to any Drawdown Date by the Subscriber in writing, and shall set forth the amount, in U.S. dollars, of the aggregate purchase price (or shorter periods if the Adviser determines in good faith that it is necessary or appropriate “Drawdown Purchase Price”) to facilitate be paid by the consummation Subscriber to purchase Shares on such Drawdown Date. Each purchase of a portfolio investment). All purchases Shares by the Subscriber pursuant to a Drawdown Notice will be made at a per Share price equal to the then-current transaction price per Share, which will generally be made pro rata, the most recently available net asset value (“NAV”) per Share as determined in accordance with the remaining capital commitments of all unitholdersAdviser’s valuation policy. Upon a Closing, however, certain Drawdown Purchases may be made a Subscriber will not know the NAV per Share applicable on a non-pro rata basis by unitholders that provide capital commitments after the Fund’s initial closing. To accommodate the legal, tax, regulatory or fiscal concerns of certain prospective investors, the Fund may determine to allow certain investors to fully fund their capital commitment at one point in time, in lieu of sequential drawdowns of the commitment as described in this Section 5any effective purchase date. No Subscriber Investor shall be required to invest more than the total amount of its Capital Commitment. For the avoidance of doubt, any reference herein to a capital commitmentcontribution being required or a Drawdown Notice being delivered by the Fund shall be deemed to include such contribution being required or Drawdown Notice being delivered by a lender or agent in respect of any Subscription Facility as described in Section 5 hereof. 5.2. For each subsequent Drawdown Date, the price per Unit shall equal the Fund’s net asset value per share as of the close of the last calendar quarter preceding the applicable Drawdown Date, subject to the board of directors of the Fund (the “Board”b) or a committee thereof making a determination, no later than 48 hours (excluding Sundays and holidays) prior to the Drawdown Date or the Catch-up Date, as applicable, that the Fund is not selling Units at a price per Unit that is below its then-current net asset value per Unit. 5.3. Each Drawdown Amount Purchase Price shall be payable payable, in U.S. Dollars dollars and in immediately available fundsfunds per the wire transfer instructions set forth in such Drawdown Notice. Payment of a Drawdown Amount shall be made on or prior In addition to the applicable wire transfer instructions, each Drawdown Date Notice shall set forth (i) the Drawdown Date, (ii) the aggregate amount of capital that is being drawn from all Investors with capital commitments to the Fund and as promptly as possible after delivery (iii) the Subscriber’s share of a Drawdown Noticethe capital being drawn. The delivery of a Drawdown Notice to the Subscriber shall be the sole and exclusive condition to its the Subscriber’s irrevocable and unconditional obligation to pay such Drawdown Purchase Price in the Drawdown Amountamount set forth therein, without any right of offset, reduction, counterclaim or defense. The Subscriber represents that subscription funds will be wired to the Fund from the account listed in the remitting wiring bank section of the Investor Questionnaire. 5.4. (c) Concurrent with any payment of all or a portion of the amount of a Drawdown AmountPurchase Price, the Fund shall issue to the Subscriber a number of Units Shares equal to (i) the amount of such the Drawdown Amount Purchase Price funded by the Subscriber on the applicable Drawdown Date divided by (ii) the then-current transaction price per Unit Share as of such Drawdown Date, which will generally be the most recently available NAV per Share as determined abovein accordance with the Adviser’s valuation policy (plus any applicable sales load and placement agent fees). However, the Fund reserves the right, in its sole discretion and at any time, to sell Shares at a price set above the NAV per Share based on a variety of factors, including, without limitation, to account for a Subscriber’s allocable portion of the Fund’s initial offering, organizational and other expenses. For the avoidance of doubt, the Fund shall not issue Units Shares to the Subscriber for any portion of the Subscriber’s capital commitment Capital Commitment that has not been paid to the Fund and used to purchase Units Shares pursuant to one or more Drawdown Notices the terms of this Subscription Agreement (the “Undrawn Capital Commitment”). (d) The Subscriber acknowledges and agrees that the Fund intends to request contributions from all Investors with an Undrawn Capital Commitment pro rata in accordance with the Capital Commitments of all Investors with Undrawn Capital Commitments (other than Defaulting Investors or Excluded Investors); provided that the Fund shall retain the right, if determined by the Fund in its sole discretion, to require the Subscriber (i) to fund a Drawdown Purchase Price that is more or less than its pro rata share or (ii) to fund a Drawdown Purchase Price but not require Other Investors to do so to seek to equalize the percentage of the Subscriber’s total Capital Commitment that has been contributed to the Fund relative to the capital contributions of Other Investors, or to avoid any of the Default Remedy Limitations (as defined below) or for regulatory, tax or other similar basis for distinguishing among Investors, including compliance with an Investor’s internal investment guidelines. The Subscriber acknowledges and agrees that the Fund may, if determined by the Fund in its sole discretion, from time to time require capital contributions from Other Investors and not the Subscriber or vice versa. Accordingly, Drawdown Notices may be issued only to selected investors and Shareholders (including or excluding the Subscriber) from time to time and require a purchase of Shares by such investors in amounts determined by the Fund in its sole discretion.

Drawdowns. 5.1. With respect (a) Subject to drawdowns by the FundArticle 4 and this Article 6, each Subscriber will be required to fund drawdowns to purchase Units Shareholder shall make Capital Contributions in such amounts and at such times as the Company shall specify in notices (a “Drawdown PurchaseNotices”) up delivered from time to time to such Shareholder. All Capital Contributions shall be paid to the amount of their respective capital commitment each time Company in immediately available funds in U.S. dollars by 11:00 A.M. (New York time) on the Fund delivers a notice (a “date specified in the applicable Drawdown Notice”). Capital Contributions may include amounts that the Company determines, in its reasonable discretion, are necessary or desirable for Temporary Cash Funds or to establish reserves in respect of Company Expenses. (b) Each Drawdown Notices will specify Notice in respect of a Drawdown shall specify: (i) the amount of manner in which, and the expected date on which, such Drawdown (the “Drawdown Amount”); is to be applied; (ii) the portion of the Drawdown Amount required Capital Contribution to be paid made by each Shareholder (which shall be equal to the sum of (x) such Subscriber; Shareholder’s share (determined pursuant to Section 6.02(c)) of each Investment Drawdown Amount, and (y) such Shareholder’s share (determined pursuant to Section 6.02(d)) of each Company Expenses Drawdown Amount; (iii) the estimated number of Units to be purchased by such Subscriber; and (iv) the date (the “Drawdown Date”) on which such Drawdown Amount Capital Contribution is due. On , which will be at least 10 Business Days from and including the Drawdown Date, if, in connection with a per Unit price adjustment described in Section 5.2 below, the number date of Units to be purchased by a Subscriber differs from the amount set forth in delivery of the Drawdown Notice, ; and (iv) the Fund will deliver account of the Company to which such Capital Contributions shall be paid. (c) With respect to each draw of Capital Contributions to the Subscriber extent to fund an additional notice setting forth the actual number of Units to be purchased by such Subscriber. Drawdown Notices will be delivered to Investment, each Subscriber at least 10 business days prior to the Drawdown Date (or shorter periods if the Adviser determines in good faith that it is necessary or appropriate to facilitate the consummation of a portfolio investment). All purchases pursuant to a Drawdown Notice will generally be made pro rata, in accordance with the remaining capital commitments of all unitholders, however, certain Drawdown Purchases may be made on a non-pro rata basis by unitholders that provide capital commitments after the Fund’s initial closing. To accommodate the legal, tax, regulatory or fiscal concerns of certain prospective investors, the Fund may determine to allow certain investors to fully fund their capital commitment at one point in time, in lieu of sequential drawdowns of the commitment as described in this Section 5. No Subscriber Shareholder shall be required to invest more than the total amount of its capital commitment. 5.2. For each subsequent Drawdown Date, the price per Unit shall make a Capital Contribution equal the Fund’s net asset value per share as of the close of the last calendar quarter preceding the applicable Drawdown Date, subject to the board product of directors (x) such Shareholder’s Available Commitment Percentage multiplied by (y) the Investment Drawdown Amount in respect of the Fund (the “Board”) or a committee thereof making a determination, no later than 48 hours (excluding Sundays and holidays) prior to the Drawdown Date or the Catch-up Date, as applicablesuch Investment; provided, that Comcast Shareholder’s aggregate share of all such Capital Contributions (i) to fund the Fund is not selling Units at a price per Unit that is below its then-current net asset value per Unit. 5.3. Each Drawdown Amount shall be payable Investment in U.S. Dollars and in immediately available funds. Payment of a Drawdown Amount Spectra shall be made on or prior to the applicable Drawdown Date by Comcast Spectacor Shareholder (and as promptly as possible after delivery of a Drawdown Notice. The delivery of a Drawdown Notice to the Subscriber shall be the sole not Comcast AG Shareholder) and exclusive condition to its irrevocable and unconditional obligation to pay the Drawdown Amount, without any right of offset, reduction, counterclaim or defense. 5.4. Concurrent with any payment of all or a portion of the amount of a Drawdown Amount, the Fund shall issue to the Subscriber a number of Units equal to (i) the amount of such Drawdown Amount funded by the Subscriber on the applicable Drawdown Date divided by (ii) to fund all other Investments shall be made by Comcast AG Shareholder (and not Comcast Spectacor Shareholder). In lieu of requiring any Shareholder to make any Capital Contributions contemplated by this Section 6.02(c), the price per Unit as determined above. For Company may elect to incur Company Debt to fund all or any portion of an Investment that would otherwise be funded with the proceeds of such Capital Contributions (and in any such case, for the avoidance of doubt, the Fund calculation of a Shareholder’s share of the amount required to fund an Investment shall be calculated in accordance with this Section 6.02(c)). If the Company intends to make any such election with respect to any Shareholder, the Company shall in any event provide a Drawdown Notice to such Shareholder as if Capital Contributions would be required from such Shareholder and include in such Drawdown Notice a statement of the Company’s intent to make such election. Within five Business Days of delivery of such Drawdown Notice, the Shareholder may inform the Company that the Shareholder refuses the Company’s election and will instead make its Capital Contributions in cash in accordance with Section 6.02(a) and otherwise in a timely manner (and upon receipt of such information, the Company’s election shall be cancelled and of no further force or effect). The Company may make any election under the second sentence of this Section 6.02(c) with respect to one or more Shareholders and not issue Units any other Shareholder. For purposes of this Agreement, any Capital Contribution made by a Shareholder for purposes of repaying Company Debt as contemplated by Section 8.05(h) shall be treated as a Capital Contribution to fund an Investment, or in respect of an Investment, to the extent, and only to the extent, the amount being repaid consists of any portion of such Company Debt originally incurred to fund any portion of the Subscriber’s capital commitment that has acquisition cost of such Investment (and, for the avoidance of doubt, any Capital Contributions used to pay interest, fees or similar amounts in respect of Company Debt shall not been paid be treated as Capital Contributions to fund any portion of the acquisition cost of an Investment). (d) With respect to each draw of Capital Contributions to the Fund extent to fund Company Expenses, subject to Section 8.05(h), each Shareholder shall be required to make a Capital Contribution equal to the product of (x) such Shareholder’s Available Commitment Percentage multiplied by (y) the Company Expenses Drawdown Amount in respect of such Company Expenses; provided, that, with respect to each draw of Capital Contributions to the extent to fund Company Expenses (other than the Management Fee), Comcast Shareholder’s aggregate share of all such Capital Contributions (i) reasonably determined by the Manager to be allocable to the Investment in Spectra shall be made by Comcast Spectacor Shareholder (and used not Comcast AG Shareholder) notwithstanding that such Capital Contribution may exceed Comcast Spectacor Shareholder’s Available Capital Commitment (in which case, Comcast Spectacor Shareholder’s Capital Commitment shall be increased by the amount of such Capital Contributions and Comcast AG Shareholder’s Capital Commitment shall be decreased by a corresponding amount) and (ii) otherwise shall be made by Comcast AG Shareholder (and not Comcast Spectacor Shareholder); and provided, further, that, with respect to purchase Units each draw of Capital Contributions to the extent to fund the Management Fee, Comcast AG Shareholder shall be required to make a Capital Contribution equal to the amount of the Management Fee to be funded by such draw and no other Shareholder shall be required to make any Capital Contribution. (e) Subject to Section 4.01, the Company may utilize previous Capital Contributions in respect of Temporary Cash Funds or amounts retained by the Company pursuant to one Section 8.05(c) to fund all or more any portion of the acquisition of any Investment or the payment of Company Expenses at any time, and, for the avoidance of doubt, any such use will not reduce the Available Capital Commitment of any Shareholder. (f) Notwithstanding Sections 6.02(a) or 6.02(b) or anything to the contrary in this Agreement, the initial Capital Contributions by Comcast Spectacor Shareholder and ManagementCo Shareholder in respect of the Investment in Spectra shall be made in-kind in accordance with the Spectra Agreement, and not in immediately available funds in U.S. dollars, and the parties agree that the Drawdown Notices Notice in respect of such Investment in Spectra will not be delivered at least 10 Business Days prior to the Drawdown Date. Comcast Shareholder’s and ManagementCo Shareholder’s share of all future Capital Contributions in respect of the Investment in Spectra shall be made in accordance with this Section 6.02. Notwithstanding anything to the contrary in this Agreement, promptly following (i) the “Undrawn Commitment”initial Capital Contribution of each of Comcast Spectacor Shareholder and ManagementCo Shareholder in respect of the Investment in Spectra and (ii) the incurrence of certain borrowings by Spectra, a portion of the proceeds of such borrowings shall be distributed, first, to the Company by Spectra and, second, to the Shareholders by the Company, in each case, in the amounts provided in the Spectra Agreement. The parties agree that (i) the amount distributed to the Shareholders pursuant to the preceding sentence shall be treated as a Recap Dividend pursuant to Section 8.03(c) (and, for purposes of allocating Capital Contributions in respect of the Investment in Spectra as contemplated by Section 8.03(c), (a) an amount equal to the amount of the Recap Dividend shall be allocated to the disposed of portion of the Investment and (b) an amount equal to (1) the amount of Capital Contributions in respect of the Investment in Spectra minus (2) the amount of the Recap Dividend shall be allocated to the remaining portion of the Investment) and (ii) solely for purposes of Section 8.02, Section 8.03 (other than Section 8.03(c)) and Article 11, the portion of the initial Capital Contribution of Comcast Spectacor Shareholder in respect of the Investment in Spectra that is allocated to such Recap Dividend pursuant to Section 8.03(c) shall be deemed to have been made by Comcast AG Shareholder (and not Comcast Spectacor Shareholder) to the extent of the amount of proceeds distributed to Comcast AG Shareholder pursuant to the preceding sentence. To the extent the distribution to the Shareholders contemplated by the third sentence of this Section 6.02(f) is not made on of the date of the initial Capital Contributions in respect of the Investment in Spectra, but is made within five Business Days thereafter, such distribution shall nevertheless be deemed to be made on the same date as such Capital Contributions for all purposes of calculating the Priority Return in connection with the Capital Contributions returned as part of such distribution.

Drawdowns. 5.1. With respect (a) Subject to drawdowns Section 3(d), the Subscriber agrees to purchase Shares for an aggregate purchase price equal to its Capital Commitment, payable at such times and in such amounts as required by the Fund, each Company. The Subscriber will shall be required to fund drawdowns a capital contribution to purchase Units Shares (a “Drawdown Purchase”) up to the amount of their respective capital commitment each time the Fund Company delivers a notice (a the “Drawdown Notice”)) to the Subscriber. Drawdown Notices will specify (i) the amount of the Drawdown (the “Drawdown Amount”); (ii) the portion of the Drawdown Amount shall be delivered at least ten calendar days prior to be paid by such Subscriber; (iii) the estimated number of Units to be purchased by such Subscriber; and (iv) the date on which payment will be due (the each, a “Drawdown Date”) and shall set forth the amount, in U.S. dollars, of the aggregate purchase price (the “Drawdown Purchase Price”) to be paid by the Subscriber to purchase Shares on which such Drawdown Amount is dueDate. On the Drawdown Date, if, in connection with a per Unit price adjustment described in Section 5.2 below, the number Each purchase of Units to be purchased by a Subscriber differs from the amount set forth in the Drawdown Notice, the Fund will deliver to the Subscriber an additional notice setting forth the actual number of Units to be purchased by such Subscriber. Drawdown Notices will be delivered to each Subscriber at least 10 business days prior to the Drawdown Date (or shorter periods if the Adviser determines in good faith that it is necessary or appropriate to facilitate the consummation of a portfolio investment). All purchases Shares pursuant to a Drawdown Notice will generally be made pro rataat a per Share price equal to the then-current NAV per Share (“NAV per Share”) as determined by the board of directors of the Company (the “Board”) pursuant to the procedures set forth in the Memorandum. However, in accordance with the remaining capital commitments of all unitholders, however, certain Drawdown Purchases may be made Company reserves the right to sell Shares at a price set above the NAV per Share based on a non-pro rata basis by unitholders that provide capital commitments after the Fund’s initial closing. To accommodate the legalvariety of factors, taxincluding, regulatory or fiscal concerns of certain prospective investorswithout limitation, the Fund may determine to allow certain investors to fully fund their capital commitment at one point in time, in lieu of sequential drawdowns total amount of the commitment as described in this Section 5Company’s organizational and other expenses. No Subscriber Investor shall be required to invest more than the total amount of its Capital Commitment. For the avoidance of doubt, any reference herein to a capital commitmentcontribution being required or a Drawdown Notice being delivered by the Company shall be deemed to include such contribution being required or Drawdown Notice being delivered by a lender or agent in respect of any Subscription Facility as described in Section 5. 5.2. For each subsequent Drawdown Date, the price per Unit shall equal the Fund’s net asset value per share as of the close of the last calendar quarter preceding the applicable Drawdown Date, subject to the board of directors of the Fund (the “Board”b) or a committee thereof making a determination, no later than 48 hours (excluding Sundays and holidays) prior to the Drawdown Date or the Catch-up Date, as applicable, that the Fund is not selling Units at a price per Unit that is below its then-current net asset value per Unit. 5.3. Each Drawdown Amount Purchase Price shall be payable payable, in U.S. Dollars dollars and in immediately available fundsfunds per the wire transfer instructions set forth in such in Drawdown Notice. Payment of a Drawdown Amount shall be made on or prior In addition to the applicable wire transfer instructions, each Drawdown Date Notice shall set forth (i) the Drawdown Date, (ii) the aggregate amount of capital that is being drawn down from all Stockholders and as promptly as possible after delivery (iii) the Subscriber’s share of a Drawdown Noticecapital drawn. The delivery of a Drawdown Notice to the Subscriber shall be the sole and exclusive condition to its the Subscriber’s irrevocable and unconditional obligation to pay such Drawdown Purchase Price in the Drawdown Amountamount set forth therein, without any right of offset, reduction, counterclaim or defense. 5.4. (c) Concurrent with any payment of all or a portion of the amount of a Drawdown AmountPurchase Price, the Fund Company shall issue to the Subscriber a number of Units Shares equal to (i) the amount of such the Drawdown Amount Purchase Price funded by the Subscriber on the applicable Drawdown Date divided by (ii) the price NAV per Unit Share as determined aboveof such Drawdown Date. For the avoidance of doubt, the Fund Company shall not issue Units Shares for any portion of the Subscriber’s capital commitment Capital Commitment that has not been paid to the Fund Company and used to purchase Units Shares pursuant to one or more Drawdown Notices (the “Undrawn Capital Commitment”). (d) Upon termination of the period (the “Commitment Period”) beginning on the Closing and ending on the earliest of (i) the completion of a “Liquidity Event” (as defined below), or, (ii) the seven-year anniversary of the initial Closing and (iii) a final, liquidating distribution to Investors of either (X) cash proceeds from an orderly liquidation of the Company’s investments or (Y) securities or other assets of the Company as a distribution-in-kind, the Subscriber shall be released from any obligation to fund any portion of its Capital Commitment for which it has not received a Drawdown Notice prior to the termination of the Commitment Period, except, in the case of termination of the Commitment Period pursuant to clauses (ii) or (iii), to the extent necessary to (A) pay Company expenses, including management fees, any amounts that may become due under any borrowings or other financings or similar obligations and any other liabilities, contingent or otherwise, in each case to the extent they relate to the Commitment Period, (B) complete investments in any transactions for which there are binding agreements as of the end of the Commitment Period (including investments that are funded in phases and revolver commitments), (C) fund follow-on investments (including rescue capital) made in existing portfolio companies that, in the aggregate, do not exceed 10% of total commitments, (D) fund obligations under any Company guarantee or indemnity made during the Commitment Period and/or (E) fund any defaulted commitments. A “Liquidity Event” is defined as a corporate control transaction or similar event (which may include a transaction with an affiliated entity, including an affiliated BDC), such as a strategic sale of the Company or all or substantially all of the Company’s assets to, or a merger with, another entity, for consideration in cash or publicly listed securities of such other entity (or a combination of cash and such publicly listed securities).

Drawdowns. 5.1. With respect (a) Subject to drawdowns by the FundArticle 4 and this Article 6, each Subscriber will be required to fund drawdowns to purchase Units Shareholder shall make Capital Contributions in such amounts and at such times as the Company shall specify in notices (a “Drawdown PurchaseNotices”) up delivered from time to time to such Shareholder. All Capital Contributions shall be paid to the amount of their respective capital commitment each time Company in immediately available funds in U.S. dollars by 11:00 A.M. (New York time) on the Fund delivers a notice (a “date specified in the applicable Drawdown Notice”). Capital Contributions may include amounts that the Company determines, in its reasonable discretion, are necessary or desirable for Temporary Cash Funds or to establish reserves in respect of Company Expenses. (b) Each Drawdown Notices will specify Notice in respect of a Drawdown shall specify: (i) the amount of manner in which, and the expected date on which, such Drawdown (the “Drawdown Amount”); is to be applied; (ii) the portion of the Drawdown Amount required Capital Contribution to be paid made by each Shareholder (which shall be equal to the sum of (x) such Subscriber; Shareholder’s share (determined pursuant to Section 6.02(c)) of each Investment Drawdown Amount, and (y) such Shareholder’s share (determined pursuant to Section 6.02(d)) of each Company Expenses Drawdown Amount; (iii) the estimated number of Units to be purchased by such Subscriber; and (iv) the date (the “Drawdown Date”) on which such Drawdown Amount Capital Contribution is due. On , which will be at least 10 Business Days from and including the Drawdown Date, if, in connection with a per Unit price adjustment described in Section 5.2 below, the number date of Units to be purchased by a Subscriber differs from the amount set forth in delivery of the Drawdown Notice, ; and (iv) the Fund will deliver account of the Company to which such Capital Contributions shall be paid. (c) With respect to each draw of Capital Contributions to the Subscriber extent to fund an additional notice setting forth the actual number of Units to be purchased by such Subscriber. Drawdown Notices will be delivered to Investment, each Subscriber at least 10 business days prior to the Drawdown Date (or shorter periods if the Adviser determines in good faith that it is necessary or appropriate to facilitate the consummation of a portfolio investment). All purchases pursuant to a Drawdown Notice will generally be made pro rata, in accordance with the remaining capital commitments of all unitholders, however, certain Drawdown Purchases may be made on a non-pro rata basis by unitholders that provide capital commitments after the Fund’s initial closing. To accommodate the legal, tax, regulatory or fiscal concerns of certain prospective investors, the Fund may determine to allow certain investors to fully fund their capital commitment at one point in time, in lieu of sequential drawdowns of the commitment as described in this Section 5. No Subscriber Shareholder shall be required to invest more than make a Capital Contribution equal to the total product of (x) such Shareholder’s Available Commitment Percentage multiplied by (y) the Investment Drawdown Amount in respect of such Investment. (d) With respect to each draw of Capital Contributions to the extent to fund Company Expenses, each Shareholder shall be required to make a Capital Contribution equal to the product of (x) such Shareholder’s Available Commitment Percentage multiplied by (y) the Company Expenses Drawdown Amount in respect of such Company Expenses; provided that, with respect to each draw of Capital Contributions to the extent to fund the Management Fee, Comcast Shareholder shall be required to make a Capital Contribution equal to the amount of its capital commitmentthe Management Fee to be funded by such draw and no other Shareholder shall be required to make any Capital Contribution. 5.2. For each subsequent Drawdown Date(e) Subject to Section 4.01, the price per Unit shall equal Company may utilize previous Capital Contributions in respect of Temporary Cash Funds or amounts retained by the Fund’s net asset value per share as of the close of the last calendar quarter preceding the applicable Drawdown Date, subject Company pursuant to the board of directors of the Fund (the “Board”Section 8.05(c) or a committee thereof making a determination, no later than 48 hours (excluding Sundays and holidays) prior to the Drawdown Date or the Catch-up Date, as applicable, that the Fund is not selling Units at a price per Unit that is below its then-current net asset value per Unit. 5.3. Each Drawdown Amount shall be payable in U.S. Dollars and in immediately available funds. Payment of a Drawdown Amount shall be made on or prior to the applicable Drawdown Date and as promptly as possible after delivery of a Drawdown Notice. The delivery of a Drawdown Notice to the Subscriber shall be the sole and exclusive condition to its irrevocable and unconditional obligation to pay the Drawdown Amount, without any right of offset, reduction, counterclaim or defense. 5.4. Concurrent with any payment of fund all or a any portion of the amount acquisition of a Drawdown Amountany Investment or the payment of Company Expenses at any time, the Fund shall issue to the Subscriber a number of Units equal to (i) the amount of such Drawdown Amount funded by the Subscriber on the applicable Drawdown Date divided by (ii) the price per Unit as determined above. For and, for the avoidance of doubt, any such use will not reduce the Fund shall not issue Units for Available Capital Commitment of any portion of the Subscriber’s capital commitment that has not been paid to the Fund and used to purchase Units pursuant to one or more Drawdown Notices (the “Undrawn Commitment”)Shareholder.

Drawdowns. 5.1. With respect (a) Subject to drawdowns the provisions of this Section 3, the Subscriber agrees to purchase Shares for an aggregate purchase price (in U.S. dollars) equal to its Capital Commitment, payable at such times and in such amounts as required by the Fund, each . The Subscriber will shall be required to fund drawdowns a capital contribution to purchase Units Shares (a “Drawdown Purchase”) up to the amount of their respective capital commitment each time the Fund delivers a notice (a the “Drawdown Notice”)) to the Subscriber. Drawdown Notices will specify (i) the amount of the Drawdown (the “Drawdown Amount”); (ii) the portion of the Drawdown Amount shall be delivered at least 5 business days prior to be paid by such Subscriber; (iii) the estimated number of Units to be purchased by such Subscriber; and (iv) the date on which payment will be due (the each, a “Drawdown Date”) on ), which such notice period may be waived with respect to any Drawdown Amount is due. On Date by the Subscriber in writing, or by funding the Drawdown Date, if, in connection with a per Unit price adjustment described in Section 5.2 below, the number of Units to be purchased by a Subscriber differs from the amount set forth in the Drawdown Notice, the Fund will deliver to the Subscriber an additional notice setting forth the actual number of Units to be purchased by such Subscriber. Drawdown Notices will be delivered to each Subscriber at least 10 business days Purchase prior to the Drawdown Date (or shorter periods if in which case, the Adviser determines Fund may deem the date of funding to be the Drawdown Date for purposes of this Subscription Agreement), and shall set forth the amount, in good faith that it is necessary or appropriate U.S. dollars, of the aggregate purchase price (the “Drawdown Purchase Price”) to facilitate be paid by the consummation Subscriber to purchase Shares on such Drawdown Date. Each purchase of a portfolio investment). All purchases Shares by the Subscriber pursuant to a Drawdown Notice will be made at a per Share price equal to the then-current transaction price per Share, which will be $[ ] per Share for the initial Drawdown Purchase and, thereafter, will generally be made pro rata, the most recently available net asset value (“NAV”) per Share as determined in accordance with the remaining capital commitments Adviser’s valuation policy and will be communicated to the Subscriber by or on behalf of all unitholders, however, certain Drawdown Purchases may be made on a non-pro rata basis by unitholders that provide capital commitments after the Fund’s initial closing. To accommodate the legal, tax, regulatory or fiscal concerns of certain prospective investors, the Fund may determine to allow certain investors to fully fund their capital commitment at one point in timefollowing the determination of such NAV. Upon a Closing, in lieu of sequential drawdowns of a Subscriber will not know the commitment as described in this Section 5NAV per Share applicable on any effective purchase date. No The Subscriber shall not be required to invest more than the total amount of its capital commitmentCapital Commitment. 5.2. For each subsequent Drawdown Date, the price per Unit shall equal the Fund’s net asset value per share as of the close of the last calendar quarter preceding the applicable Drawdown Date, subject to the board of directors of the Fund (the “Board”b) or a committee thereof making a determination, no later than 48 hours (excluding Sundays and holidays) prior to the Drawdown Date or the Catch-up Date, as applicable, that the Fund is not selling Units at a price per Unit that is below its then-current net asset value per Unit. 5.3. Each Drawdown Amount Purchase Price shall be payable payable, in U.S. Dollars dollars and in immediately available funds. Payment of a Drawdown Amount shall be made on or prior funds per the wire transfer instructions delivered by the Fund to the applicable Drawdown Date and as promptly as possible after delivery of a Drawdown NoticeSubscriber in writing from time to time. The delivery of a Drawdown Notice to the Subscriber shall be the sole and exclusive condition to its the Subscriber’s irrevocable and unconditional obligation to pay such Drawdown Purchase Price in the Drawdown Amountamount set forth therein, without any right of offset, reduction, counterclaim or defense. 5.4. (c) Concurrent with any payment of all or a portion of the amount of a Drawdown AmountPurchase Price, the Fund shall issue to the Subscriber a number of Units Shares equal to (i) the amount of such the Drawdown Amount Purchase Price funded by the Subscriber on the applicable Drawdown Date divided by (ii) the then-current transaction price per Unit Share as of such Drawdown Date, which will generally be the most recently available NAV per Share as determined abovein accordance with the Adviser’s valuation policy. However, the Fund reserves the right, in its sole discretion and at any time, to sell Shares at a price set above the NAV per Share based on a variety of factors, including, without limitation, to account for a Subscriber’s allocable portion of the Fund’s initial offering, organizational and other expenses. For the avoidance of doubt, the Fund shall not issue Units Shares to the Subscriber for any portion of the Subscriber’s capital commitment Capital Commitment that has not been paid to the Fund and used to purchase Units Shares pursuant to one or more Drawdown Notices the terms of this Subscription Agreement (the “Undrawn Capital Commitment”). (d) The Subscriber acknowledges and agrees that the Fund intends to request contributions from all Investors with an Undrawn Capital Commitment pro rata in accordance with the Capital Commitments of all Investors with Undrawn Capital Commitments (other than Defaulting Investors or Excluded Investors); provided that the Fund shall retain the right, if determined by the Fund in its sole discretion, to require the Subscriber (i) to fund a Drawdown Purchase Price that is more or less than its pro rata share or (ii) to fund a Drawdown Purchase Price but not require other investors who have committed to purchase Shares (the “Other Investors,” and together with the Subscriber, the “Investors”) to do so to seek to equalize the percentage of the Subscriber’s total Capital Commitment that has been contributed to the Fund relative to the capital contributions of Other Investors, or to avoid any of the Default Remedy Limitations (as defined below) or for regulatory, tax or other similar basis for distinguishing among Investors, including compliance with an Investor’s internal investment guidelines. The Subscriber acknowledges and agrees that the Fund may, if determined by the Fund in its sole discretion, from time to time require capital contributions from Other Investors and not the Subscriber or vice versa. Accordingly, Drawdown Notices may be issued only to selected investors and Shareholders (including or excluding the Subscriber) from time to time and require a purchase of Shares by such investors in amounts determined by the Fund in its sole discretion. (e) The Fund may enter into other subscription agreements for Shares with Other Investors after the Closing, with any closing thereunder referred to as a “Subsequent Closing” and any Other Investor whose subscription has been accepted at such Subsequent Closing referred to as a “Subsequent Investor.” On one or more dates to be determined by the Fund that occur on or following the Subsequent Closing (each such date, a “Catch-Up Date”), each Subsequent Investor which enters into a Capital Commitment with the Fund may be required, in the Fund’s or the Adviser’s sole discretion, to purchase from the Fund on one or more dates and in one or more installments, as determined by the Fund, a number of Shares with an aggregate purchase price necessary to ensure that, upon payment of the aggregate purchase price for such Shares by the Subsequent Investor on such Catch-Up Date(s), such Subsequent Investor’s Invested Percentage (as defined below) shall be equal to the Invested Percentage of all prior Investors which have entered into Capital Commitments with the Fund (other than any Defaulting Investors (as defined below)

Drawdowns. 5.1. With respect (a) Subject to drawdowns by the FundArticle 4 and this Article 6, each Subscriber will be required to fund drawdowns to purchase Units Shareholder shall make Capital Contributions in such amounts and at such times as the Company shall specify in notices (a “Drawdown PurchaseNotices”) up delivered from time to time to such Shareholder. All Capital Contributions shall be paid to the amount of their respective capital commitment each time Company in immediately available funds in U.S. dollars by 11:00 A.M. (New York time) on the Fund delivers a notice (a “date specified in the applicable Drawdown Notice”). Capital Contributions may include amounts that the Company determines, in its reasonable discretion, are necessary or desirable for Temporary Cash Funds or to establish reserves in respect of Company Expenses. (b) Each Drawdown Notices will specify Notice in respect of a Drawdown shall specify: (i) the amount of manner in which, and the expected date on which, such Drawdown (the “Drawdown Amount”); is to be applied; (ii) the portion of the Drawdown Amount required Capital Contribution to be paid made by each Shareholder (which shall be equal to the sum of (x) such Subscriber; Shareholder’s share (determined pursuant to Section 6.02(c)) of each Investment Drawdown Amount, and (y) such Shareholder’s share (determined pursuant to Section 6.02(d)) of each Company Expenses Drawdown Amount; (iii) the estimated number of Units to be purchased by such Subscriber; and (iv) the date (the “Drawdown Date”) on which such Drawdown Amount Capital Contribution is due. On , which will be at least 10 Business Days from and including the Drawdown Date, if, in connection with a per Unit price adjustment described in Section 5.2 below, the number date of Units to be purchased by a Subscriber differs from the amount set forth in delivery of the Drawdown Notice, ; and (iv) the Fund will deliver account of the Company to which such Capital Contributions shall be paid. (c) With respect to each draw of Capital Contributions to the Subscriber extent to fund an additional notice setting forth the actual number of Units to be purchased by such Subscriber. Drawdown Notices will be delivered to Investment, each Subscriber at least 10 business days prior to the Drawdown Date (or shorter periods if the Adviser determines in good faith that it is necessary or appropriate to facilitate the consummation of a portfolio investment). All purchases pursuant to a Drawdown Notice will generally be made pro rata, in accordance with the remaining capital commitments of all unitholders, however, certain Drawdown Purchases may be made on a non-pro rata basis by unitholders that provide capital commitments after the Fund’s initial closing. To accommodate the legal, tax, regulatory or fiscal concerns of certain prospective investors, the Fund may determine to allow certain investors to fully fund their capital commitment at one point in time, in lieu of sequential drawdowns of the commitment as described in this Section 5. No Subscriber Shareholder shall be required to invest more than make a Capital Contribution equal to the total amount product of its capital commitment. 5.2(x) such Shareholder’s Available Commitment Percentage multiplied by (y) the Investment Drawdown Amount in respect of such Investment. For each subsequent Drawdown DateIn lieu of requiring any Shareholder to make any Capital Contributions contemplated by this Section 6.02(c), the price per Unit shall equal Company may elect to incur Company Debt to fund all or any portion of an Investment that would otherwise be funded with the Fund’s net asset value per share as proceeds of the close of the last calendar quarter preceding the applicable Drawdown Date, subject to the board of directors of the Fund such Capital Contributions (the “Board”) or a committee thereof making a determination, no later than 48 hours (excluding Sundays and holidays) prior to the Drawdown Date or the Catch-up Date, as applicable, that the Fund is not selling Units at a price per Unit that is below its then-current net asset value per Unit. 5.3. Each Drawdown Amount shall be payable in U.S. Dollars and in immediately available funds. Payment of a Drawdown Amount shall be made on or prior to the applicable Drawdown Date and as promptly as possible after delivery of a Drawdown Notice. The delivery of a Drawdown Notice to the Subscriber shall be the sole and exclusive condition to its irrevocable and unconditional obligation to pay the Drawdown Amountany such case, without any right of offset, reduction, counterclaim or defense. 5.4. Concurrent with any payment of all or a portion of the amount of a Drawdown Amount, the Fund shall issue to the Subscriber a number of Units equal to (i) the amount of such Drawdown Amount funded by the Subscriber on the applicable Drawdown Date divided by (ii) the price per Unit as determined above. For for the avoidance of doubt, the Fund calculation of a Shareholder’s share of the amount required to fund an Investment shall be calculated in accordance with this Section 6.02(c)). If the Company intends to make any such election with respect to any Shareholder, the Company shall in any event provide a Drawdown Notice to such Shareholder as if Capital Contributions would be required from such Shareholder and include in such Drawdown Notice a statement of the Company’s intent to make such election. Within five Business Days of delivery of such Drawdown Notice, the Shareholder may inform the Company that the Shareholder refuses the Company’s election and will instead make its Capital Contributions in cash in accordance with Section 6.02(a) and otherwise in a timely manner (and upon receipt of such information, the Company’s election shall be cancelled and of no further force or effect). The Company may make any election under the second sentence of this Section 6.02(c) with respect to one or more Shareholders and not issue Units any other Shareholder. For purposes of this Agreement, any Capital Contribution made by a Shareholder for purposes of repaying Company Debt as contemplated by Section 8.05(h) shall be treated as a Capital Contribution to fund an Investment, or in respect of an Investment, to the extent, and only to the extent, the amount being repaid consists of any portion of such Company Debt originally incurred to fund any portion of the Subscriber’s capital commitment that has acquisition cost of such Investment (and, for the avoidance of doubt, any Capital Contributions used to pay interest, fees or similar amounts in respect of Company Debt shall not been paid be treated as Capital Contributions to fund any portion of the acquisition cost of an Investment). (d) With respect to each draw of Capital Contributions to the Fund extent to fund Company Expenses, subject to Section 8.05(h), each Shareholder shall be required to make a Capital Contribution equal to the product of (x) such Shareholder’s Available Commitment Percentage multiplied by (y) the Company Expenses Drawdown Amount in respect of such Company Expenses; provided, that, with respect to each draw of Capital Contributions to the extent to fund the Management Fee, Comcast Shareholder shall be required to make a Capital Contribution equal to the amount of the Management Fee to be funded by such draw and used no other Shareholder shall be required to purchase Units make any Capital Contribution. (e) Subject to Section 4.01, the Company may utilize previous Capital Contributions in respect of Temporary Cash Funds or amounts retained by the Company pursuant to one Section 8.05(c) to fund all or more Drawdown Notices (any portion of the “Undrawn Commitment”)acquisition of any Investment or the payment of Company Expenses at any time, and, for the avoidance of doubt, any such use will not reduce the Available Capital Commitment of any Shareholder.

Drawdowns. 5.1(a) At any time and from time to time following the date hereof and subject to the terms and conditions set forth herein, including (without limitation) those set forth in Paragraph 2(c) and Paragraph 3 hereof, Bayshore may require each of the Investors to purchase Common Shares (each such purchase, a “Drawdown”), at a purchase price of US$1,000 per share (as such price may be adjusted for any stock splits, subdivisions, combinations, recapitalizations and the like, including any of the foregoing effected by means of a merger or similar transaction) in satisfaction of part or all of the unpaid portion of the Investor’s Total Cash Subscription Commitment. With respect to drawdowns by the Fundany Drawdown, each Subscriber will be required to fund drawdowns to purchase Units (a “Drawdown Purchase”) up to Bayshore shall cause the amount of their respective capital commitment each time Investor’s and Kenmare’s portion of the Fund delivers Drawdown to be an amount equal to such Investor’s or Kenmare’s Cash Pro Rata Percentage (as set forth on Schedule A attached hereto) multiplied by the aggregate amount of the Drawdown. Bayshore shall exercise its rights pursuant to this Paragraph 2 by delivering to each Investor a written notice (a “Drawdown Notice”). Drawdown Notices will specify ) no later than three (i3) Business Days (as defined below) preceding the amount closing date of the Drawdown (the “Drawdown AmountDate”) (provided that Bayshore shall use its reasonable best efforts to deliver to each Investor any such Drawdown Notice as early as possible and to keep the Investors informed of the status of the closing conditions under the Torus Purchase Agreement so as to allow the Investors sufficient time to call capital from their partners in advance of the Drawdown Date). The Drawdown Notice shall make reference to such Investor’s obligations hereunder and shall set forth: (i) the number of Common Shares required to be purchased by the Investor; (ii) the portion terms and conditions of the Drawdown Amount purchase (which shall not alter the terms and conditions set forth in this Agreement), including the aggregate number of Common Shares to be paid purchased by such Subscriberthe Investors and Kenmare; (iii) the estimated number of Units to be purchased by such Subscriberwire transfer instructions; and (iv) the date (the “Drawdown Date”. The Drawdown Notice shall be delivered to each Investor in the manner provided in Paragraph 14 hereof. (b) After receipt of a Drawdown Notice pursuant to Paragraph 2(a), each Investor shall purchase on which the Drawdown Date, at a purchase price of US$1,000 per share (as such price may be adjusted for any stock splits, subdivisions, combinations, recapitalizations and the like, including any of the foregoing effected by means of a merger or similar transaction), that number of Common Shares as is stated in the Drawdown Notice delivered to such Investor. Subject to the terms and conditions of this Agreement, and in reliance upon the representations and warranties contained herein, each Investor shall deliver to Bayshore consideration for such Drawdown Amount is dueno later than 11:00 a.m. Eastern time on the Drawdown Date by wire transfer of immediately available funds to the account designated by Bayshore in accordance with the wire transfer instructions set forth in the Drawdown Notice relating to such Drawdown. On the Drawdown Date, ifupon the receipt by Bayshore of the Investor’s full consideration for such Drawdown, Bayshore shall issue and deliver (or, if the Common Shares are uncertificated, record on the books of Bayshore) a new, duly executed certificate or duly executed certificates to the Investor evidencing that number of Common Shares issued to the Investor pursuant to such Drawdown. (c) Bayshore may require a Drawdown only in connection with a per Unit price adjustment described in Section 5.2 below, the number of Units to be purchased by a Subscriber differs from the amount set forth in the Drawdown Notice, the Fund will deliver to the Subscriber an additional notice setting forth the actual number of Units to be purchased by such Subscriber. Drawdown Notices will be delivered to each Subscriber at least 10 business days prior to the Drawdown Date (or shorter periods if the Adviser determines in good faith that it is necessary or appropriate to facilitate the consummation of a portfolio investment)the transactions contemplated by the Torus Purchase Agreement. All purchases pursuant to a Drawdown Notice will generally be made pro rata, In no event shall the sum of the portion of all Drawdowns funded by any Investor in accordance with this Agreement exceed the remaining capital commitments of all unitholders, however, certain Drawdown Purchases may be made on a non-pro rata basis by unitholders that provide capital commitments after the FundInvestor’s initial closing. To accommodate the legal, tax, regulatory or fiscal concerns of certain prospective investors, the Fund may determine to allow certain investors to fully fund their capital commitment at one point in time, in lieu of sequential drawdowns of the commitment as described in this Section 5. No Subscriber shall be required to invest more than the total amount of its capital commitmentTotal Cash Subscription Commitment. 5.2. For each subsequent Drawdown Date, the price per Unit shall equal the Fund’s net asset value per share as of the close of the last calendar quarter preceding the applicable Drawdown Date, subject (d) The Investors’ obligations to the board of directors of the Fund (the “Board”) or a committee thereof making a determination, no later than 48 hours (excluding Sundays purchase Common Shares and holidays) prior their obligations to the Drawdown Date or the Catch-up Date, as applicable, that the Fund is not selling Units at a price per Unit that is below its then-current net asset value per Unit. 5.3. Each Drawdown Amount shall be payable in U.S. Dollars and in immediately available funds. Payment of a Drawdown Amount shall be made on or prior to the applicable Drawdown Date and as promptly as possible after delivery of a Drawdown Notice. The delivery of a Drawdown Notice to the Subscriber shall be the sole and exclusive condition to its irrevocable and unconditional obligation to pay the Drawdown Amount, without any right of offset, reduction, counterclaim or defense. 5.4. Concurrent with any payment of fund all or a any portion of their unfunded Total Cash Subscription Commitments shall expire on the amount earliest of a Drawdown Amount, the Fund shall issue to the Subscriber a number of Units equal to (i) the amount written agreement of such Drawdown Amount funded by the Subscriber on the applicable Drawdown Date divided by each of Kenmare and Trident; and (ii) the price per Unit as determined abovevalid termination of the Torus Purchase Agreement in accordance with its terms and with no liability to Enstar or its Affiliates thereunder. For Upon expiration of the avoidance of doubtInvestors’ obligations, this Agreement shall terminate and the Fund Investors shall not issue Units for have any portion further obligations or liabilities hereunder. (e) The closing of the Subscriber’s capital commitment that has not been paid issuance, sale and purchase by the Investors of the Common Shares in each Drawdown shall take place at the offices of Bayshore, or remotely via the electronic or other exchange of documents and signature pages, contemporaneously with the closing of the issuance, sale and purchase by Kenmare of the Common Shares in each Drawdown, or at such other place or such other date as agreed to by the Fund and used to purchase Units pursuant to one or more Drawdown Notices (the “Undrawn Commitment”)parties hereto.

Drawdowns. 5.1. With respect 2 a. Subject to drawdowns by the FundArticle 4 and this Article 6, each Subscriber will be required to fund drawdowns to purchase Units Shareholder shall make Capital Contributions in such amounts and at such times as the Company shall specify in notices (a “Drawdown PurchaseNotices”) up delivered from time to time to such Shareholder. All Capital Contributions shall be paid to the amount of their respective capital commitment each time Company in immediately available funds in U.S. dollars by 11:00 A.M. (New York time) on the Fund delivers a notice (a “date specified in the applicable Drawdown Notice”. Capital Contributions may include amounts that the Company determines, in its reasonable discretion, are necessary or desirable for Temporary Cash Funds or to establish reserves in respect of Company Expenses. b. Each Drawdown Notice in respect of a Drawdown shall specify: i. the manner in which, and the expected date on which, such Drawdown is to be applied; ii. the required Capital Contribution to be made by each Shareholder (which shall be equal to the sum of (x) such Shareholder’s share (determined pursuant to Section 6.02(c). Drawdown Notices will specify (i) the amount of the Drawdown (the “each Investment Drawdown Amount”); (ii) the portion of the Drawdown Amount to be paid by such Subscriber; (iii) the estimated number of Units to be purchased by such Subscriber; , and (ivy) such Shareholder’s share (determined pursuant to Section 6.02(d)) of each Company Expenses Drawdown Amount; iii. the date (the “Drawdown Date”) on which such Drawdown Amount Capital Contribution is due. On , which will be at least 10 Business Days from and including the Drawdown Date, if, in connection with a per Unit price adjustment described in Section 5.2 below, the number date of Units to be purchased by a Subscriber differs from the amount set forth in delivery of the Drawdown Notice; and iv. the account of the Company to which such Capital Contributions shall be paid. c. With respect to each draw of Capital Contributions to the extent to fund an Investment, each Shareholder shall be required to make a Capital Contribution equal to the product of (x) such Shareholder’s Available Commitment Percentage multiplied by (y) the Investment Drawdown Amount in respect of such Investment; provided, that Comcast Shareholder’s aggregate share of all such Capital Contributions (i) to fund the Investment in Spectra shall be made by Comcast Spectacor Shareholder (and not Comcast AG Shareholder) and (ii) to fund all other Investments shall be made by Comcast AG Shareholder (and not Comcast Spectacor Shareholder). d. With respect to each draw of Capital Contributions to the extent to fund Company Expenses, each Shareholder shall be required to make a Capital Contribution 66677181_14 equal to the product of (x) such Shareholder’s Available Commitment Percentage multiplied by (y) the Company Expenses Drawdown Amount in respect of such Company Expenses; provided, that, with respect to each draw of Capital Contributions to the extent to fund Company Expenses (other than the Management Fee), Comcast Shareholder’s aggregate share of all such Capital Contributions (i) reasonably determined by the Manager to be allocable to the Investment in Spectra shall be made by Comcast Spectacor Shareholder (and not Comcast AG Shareholder) notwithstanding that such Capital Contribution may exceed Comcast Spectacor Shareholder’s Available Capital Commitment (in which case, Comcast Spectacor Shareholder’s Capital Commitment shall be increased by the amount of such Capital Contributions and Comcast AG Shareholder’s Capital Commitment shall be decreased by a corresponding amount) and (ii) otherwise shall be made by Comcast AG Shareholder (and not Comcast Spectacor Shareholder); and provided, further, that, with respect to each draw of Capital Contributions to the extent to fund the Management Fee, Comcast AG Shareholder shall be required to make a Capital Contribution equal to the amount of the Management Fee to be funded by such draw and no other Shareholder shall be required to make any Capital Contribution. e. Subject to Section 4.01, the Fund Company may utilize previous Capital Contributions in respect of Temporary Cash Funds or amounts retained by the Company pursuant to Section 8.05(c) to fund all or any portion of the acquisition of any Investment or the payment of Company Expenses at any time, and, for the avoidance of doubt, any such use will deliver not reduce the Available Capital Commitment of any Shareholder. f. Notwithstanding Sections 6.02(a) or 6.02(b) or anything to the Subscriber an additional notice setting forth contrary in this Agreement, the actual number initial Capital Contributions by Comcast Spectacor Shareholder and ManagementCo Shareholder in respect of Units to the Investment in Spectra shall be purchased by made in-kind in accordance with the Spectra Agreement, and not in immediately available funds in U.S. dollars, and the parties agree that the Drawdown Notice in respect of such Subscriber. Drawdown Notices Investment in Spectra will not be delivered to each Subscriber at least 10 business days Business Days prior to the Drawdown Date (or shorter periods if Date. Comcast Shareholder’s and ManagementCo Shareholder’s share of all future Capital Contributions in respect of the Adviser determines Investment in good faith that it is necessary or appropriate to facilitate the consummation of a portfolio investment). All purchases pursuant to a Drawdown Notice will generally Spectra shall be made pro rata, in accordance with this Section 6.02. Notwithstanding anything to the remaining capital commitments contrary in this Agreement, promptly following (i) the initial Capital Contribution of all unitholders, however, certain Drawdown Purchases may be made on a non-pro rata basis by unitholders that provide capital commitments after each of Comcast Spectacor Shareholder and ManagementCo Shareholder in respect of the Fund’s initial closing. To accommodate Investment in Spectra and (ii) the legal, tax, regulatory or fiscal concerns incurrence of certain prospective investorsborrowings by Spectra, the Fund may determine to allow certain investors to fully fund their capital commitment at one point in time, in lieu of sequential drawdowns of the commitment as described in this Section 5. No Subscriber shall be required to invest more than the total amount of its capital commitment. 5.2. For each subsequent Drawdown Date, the price per Unit shall equal the Fund’s net asset value per share as of the close of the last calendar quarter preceding the applicable Drawdown Date, subject to the board of directors of the Fund (the “Board”) or a committee thereof making a determination, no later than 48 hours (excluding Sundays and holidays) prior to the Drawdown Date or the Catch-up Date, as applicable, that the Fund is not selling Units at a price per Unit that is below its then-current net asset value per Unit. 5.3. Each Drawdown Amount shall be payable in U.S. Dollars and in immediately available funds. Payment of a Drawdown Amount shall be made on or prior to the applicable Drawdown Date and as promptly as possible after delivery of a Drawdown Notice. The delivery of a Drawdown Notice to the Subscriber shall be the sole and exclusive condition to its irrevocable and unconditional obligation to pay the Drawdown Amount, without any right of offset, reduction, counterclaim or defense. 5.4. Concurrent with any payment of all or a portion of the amount proceeds of a Drawdown Amountsuch borrowings shall be distributed, the Fund shall issue first, to the Subscriber a number of Units equal Company by Spectra and, second, to the Shareholders by the Company, in each case, in the amounts provided in the Spectra Agreement. The parties agree that (i) the amount distributed to the Shareholders pursuant to the preceding sentence shall be treated as a Recap Dividend pursuant to Section 8.03(c) (and, for purposes of such Drawdown Amount funded allocating Capital Contributions in respect of the Investment in Spectra as contemplated by Section 8.03(c), (a) an amount equal to the Subscriber on amount of the applicable Drawdown Date divided by Recap Dividend shall be allocated to the disposed of portion of the Investment and (b) an amount equal to (1) the amount of Capital Contributions in respect of the Investment in Spectra minus (2) the amount of the Recap Dividend shall be allocated to the remaining portion of the Investment) and (ii) the price per Unit as determined above. For the avoidance solely for purposes of doubtSection 8.02, Section 8.03 (other 66677181_14 than Section 8.03(c)) and Article 11, the Fund shall not issue Units for any portion of the Subscriber’s capital commitment initial Capital Contribution of Comcast Spectacor Shareholder in respect of the Investment in Spectra that has is allocated to such Recap Dividend pursuant to Section 8.03(c) shall be deemed to have been made by Comcast AG Shareholder (and not been paid Comcast Spectacor Shareholder) to the Fund and used extent of the amount of proceeds distributed to purchase Units Comcast AG Shareholder pursuant to one or more Drawdown Notices (the “Undrawn Commitment”)preceding sentence. To the extent the distribution to the Shareholders contemplated by the third sentence of this Section 6.02(f) is not made on of the date of the initial Capital Contributions in respect of the Investment in Spectra, but is made within five Business Days thereafter, such distribution shall nevertheless be deemed to be made on the same date as such Capital Contributions for all purposes of calculating the Priority Return in connection with the Capital Contributions returned as part of such distribution.

Drawdowns. 5.1. With respect Common Unitholders agree to drawdowns purchase Common Units for an aggregate purchase price equal to their respective Undrawn Commitments, payable at such times and in such amounts as required by the FundCompany, each Subscriber in its sole discretion, following receipt of the required notice, as described below. Each Common Unitholder will be required to fund drawdowns to purchase Units make capital contributions (a “Drawdown Purchase”) up to the amount of their respective capital commitment its Undrawn Commitment) to purchase Common Units each time the Fund Company delivers a drawdown notice (a the “Drawdown Notice”). , which will be delivered in respect of such Commitment at least ten (10) Business Days prior to the required funding date (a “Drawdown Notices will specify (iDate”) and shall set forth the amount amount, in U.S. dollars, of the Drawdown aggregate purchase price (the “Drawdown AmountPurchase Price”); (ii) the portion of the Drawdown Amount to be paid by such Subscriber; (iii) Common Unitholder. Each Common Unitholder and the estimated number of Units to be purchased by such Subscriber; and (iv) the date (the “Drawdown Date”) Company agrees that on which such Drawdown Amount is due. On the each Drawdown Date, ifsuch Common Unitholder shall purchase from the Company, in connection with and the Company shall issue to such Common Unitholder, a per Unit price adjustment described in Section 5.2 below, the number of Common Units to be purchased by a Subscriber differs from the amount set forth in the Drawdown Notice, the Fund will deliver to the Subscriber an additional notice setting forth the actual number of Units to be purchased by such Subscriber. Drawdown Notices will be delivered to each Subscriber at least 10 business days prior equal to the Drawdown Date (or shorter periods if Unit Amount at an aggregate price equal to the Adviser determines in good faith that it is necessary or appropriate to facilitate the consummation of a portfolio investment). All purchases pursuant to a Drawdown Notice will generally be made pro rata, in accordance with the remaining capital commitments of all unitholdersPurchase Price; provided, however, certain Drawdown Purchases may be made on that in no circumstance will a non-pro rata basis by unitholders that provide capital commitments after the Fund’s initial closing. To accommodate the legal, tax, regulatory or fiscal concerns of certain prospective investors, the Fund may determine to allow certain investors to fully fund their capital commitment at one point in time, in lieu of sequential drawdowns of the commitment as described in this Section 5. No Subscriber shall Common Unitholder be required to invest more than the total purchase Common Units for an amount in excess of its capital commitment. 5.2. For each subsequent Drawdown DateUndrawn Commitment; provided, the price per Unit shall equal the Fund’s net asset value per share as of the close of the last calendar quarter preceding the applicable Drawdown Date, subject to the board of directors of the Fund (the “Board”) or a committee thereof making a determination, no later than 48 hours (excluding Sundays and holidays) prior to the Drawdown Date or the Catch-up Date, as applicablefurther, that the Fund is not selling Units at a price per Unit that is below its then-current net asset value per Unit. 5.3. Each Drawdown Amount shall be payable in U.S. Dollars and in immediately available funds. Payment of a Drawdown Amount shall be made on or prior to the applicable Drawdown Date and as promptly as possible after delivery of a Drawdown Notice. The delivery of a Drawdown Notice to the Subscriber a Common Unitholder shall be the sole and exclusive condition to its irrevocable and unconditional such Common Unitholder’s obligation to pay the Drawdown AmountPurchase Price identified in such notice; and, provided, further, the Company has no obligation to request amounts from Common Unitholders pro rata in accordance with their respective Commitments and may request any Common Unitholder to fund more or less than its pro rata share or to require only certain Common Unitholders (but not require other Common Unitholders) to purchase Common Units on any Drawdown Date. The obligation of Common Unitholders to fund Undrawn Commitment is without any right of offset, reductiondefense, counterclaim or defenseoffset of any kind. 5.4. Concurrent with any payment of all or a portion of the amount of a Drawdown Amount, the Fund shall issue to the Subscriber a number of Units equal to (i) the amount of such Drawdown Amount funded by the Subscriber on the applicable Drawdown Date divided by (ii) the price per Unit as determined above. For the avoidance of doubt, the Fund shall not issue Units for any portion of the Subscriber’s capital commitment that has not been paid to the Fund and used to purchase Units pursuant to one or more Drawdown Notices (the “Undrawn Commitment”).

Drawdowns. 5.1. With respect (a) Subject to drawdowns the provisions of this Section 5, the Purchaser agrees to purchase Shares for an aggregate purchase price equal to its Capital Commitment, payable at such times and in such amounts as required by the Fund, each Subscriber will . The Purchaser shall be required to fund drawdowns a capital contribution to purchase Units Shares (a “Drawdown Purchase”) up to the amount of their respective capital commitment each time the Fund delivers a notice (a the “Drawdown Notice”)) to the Purchaser. Drawdown Notices will specify (i) the amount of the Drawdown (the “Drawdown Amount”); (ii) the portion of the Drawdown Amount to be paid by such Subscriber; (iii) the estimated number of Units to be purchased by such Subscriber; and (iv) the date (the “Drawdown Date”) on which such Drawdown Amount is due. On the Drawdown Date, if, in connection with a per Unit price adjustment described in Section 5.2 below, the number of Units to be purchased by a Subscriber differs from the amount set forth in the Drawdown Notice, the Fund will deliver to the Subscriber an additional notice setting forth the actual number of Units to be purchased by such Subscriber. Drawdown Notices will shall be delivered to each Subscriber at least 10 three business days prior to the date on which payment will be due (each, a “Drawdown Date”), which notice period may be waived with respect to any Drawdown Date by the Purchaser in writing, and shall set forth the amount, in U.S. dollars, of the aggregate purchase price (the “Drawdown Purchase Price”) to be paid by the Purchaser to purchase Shares on such Drawdown Date. The per Share price for the purchase of Shares on a Drawdown Date (or shorter periods if the Adviser determines in good faith that it is necessary or appropriate “Per Share Price”) shall be equal to facilitate (i) prior to the consummation of Fund’s election to be regulated as a portfolio investmentbusiness development company under the 1940 Act (the “BDC Election”). All purchases pursuant , $25.00 per Share, and (ii) upon and after the BDC Election, a per Share price equal to a Drawdown Notice will generally be made pro rata, the then-current net asset value per Share (“NAV per Share”) as determined in accordance with the remaining capital commitments of all unitholdersFund’s valuation procedures. However, however, certain Drawdown Purchases may be made the Fund reserves the right to sell Shares at a price set above the NAV per Share based on a non-pro rata basis by unitholders that provide capital commitments after variety of factors, including, without limitation, the total amount of the Fund’s initial closing. To accommodate the legal, tax, regulatory or fiscal concerns of certain prospective investors, the Fund may determine to allow certain investors to fully fund their capital commitment at one point in time, in lieu of sequential drawdowns of the commitment as described in this Section 5organizational and other expenses. No Subscriber Investor shall be required to invest more than the total amount of its capital commitmentCapital Commitment. 5.2. For each subsequent Drawdown Date, the price per Unit shall equal the Fund’s net asset value per share as of the close of the last calendar quarter preceding the applicable Drawdown Date, subject to the board of directors of the Fund (the “Board”b) or a committee thereof making a determination, no later than 48 hours (excluding Sundays and holidays) prior to the Drawdown Date or the Catch-up Date, as applicable, that the Fund is not selling Units at a price per Unit that is below its then-current net asset value per Unit. 5.3. Each Drawdown Amount Purchase Price shall be payable payable, in U.S. Dollars dollars and in immediately available fundsfunds per the wire transfer instructions set forth in such Drawdown Notice. Payment of a Drawdown Amount shall be made on or prior In addition to the applicable wire transfer instructions, each Drawdown Date Notice shall set forth (i) the Drawdown Date, (ii) the aggregate amount of capital that is being drawn down from all Investors and as promptly as possible after delivery (iii) the Purchaser’s share of a Drawdown Noticecapital drawn. The delivery of a Drawdown Notice to the Subscriber Purchaser shall be the sole and exclusive condition to its the Purchaser’s irrevocable and unconditional obligation to pay such Drawdown Purchase Price in the Drawdown Amountamount set forth therein, without any right of offset, reduction, counterclaim or defense. 5.4. (c) Concurrent with any payment of all or a portion of the amount of a Drawdown AmountPurchase Price, the Fund shall issue to the Subscriber Purchaser a number of Units Shares equal to (i) the amount of such the Drawdown Amount Purchase Price funded by the Subscriber on the applicable Drawdown Date divided by (ii) the price per Unit Per Share Price as determined aboveof such Drawdown Date. For the avoidance of doubt, the Fund shall not issue Units Shares to the Purchaser for any portion of the SubscriberPurchaser’s capital commitment Capital Commitment that has not been paid to the Fund and used to purchase Units Shares pursuant to one or more Drawdown Notices (the “Undrawn Capital Commitment”). (d) The Purchaser acknowledges and agrees that the Fund intends to request contributions from all Investors with an Undrawn Capital Commitment pro rata in accordance with the Capital Commitments of all Investors with Undrawn Capital Commitments; provided that the Fund shall retain the right, if determined by the Fund in its sole discretion, to require the Purchaser (i) to fund a Drawdown Purchase Price that is more or less than its pro rata share or (ii) to fund a Drawdown Purchase Price but not require Other Investors to do so to seek to equalize the percentage of the Purchaser’s total Capital Commitment that has been contributed to the Fund relative to the capital contributions of Other Investors or for regulatory, tax or other similar basis for distinguishing among Investors, including compliance with an Investor’s internal investment guidelines. The Purchaser acknowledges and agrees that the Fund may, if determined by the Fund in its sole discretion, from time to time require capital contributions from Other Investors and not the Purchaser or vice versa. Accordingly, Drawdown Notices may be issued only to selected investors and Shareholders (including or excluding the Purchaser) from time to time and require a purchase of Shares by such Investors in amounts determined by the Fund in its sole discretion. (e) The Fund may enter into Other Subscription Agreements with Other Investors after the Closing, with any closing thereunder referred to as a “Subsequent Closing” and any Other Investor whose subscription has been accepted at such Subsequent Closing referred to as a “Subsequent Investor.” On one or more dates to be determined by the Fund that occur on or following the Subsequent Closing (each such date, a “Catch-Up Date”), each Subsequent Investor which enters into a Capital Commitment with the Fund may be required, in the Fund’s sole discretion, to purchase from the Fund a number of Shares with an aggregate purchase price necessary to ensure that, upon payment of the aggregate purchase price for such Shares by the Subsequent Investor on such Catch-Up Date(s), such Subsequent Investor’s Invested Percentage (as defined below) shall be equal to the Invested Percentage of all prior Investors which have entered into Capital Commitments with the Fund (other than any defaulting Investor) (such amount, the “Catch-Up Purchase Price” and such purchase, the “Catch-up Purchase”). Upon payment of all or a portion of the Catch-Up Purchase Price by such an Investor on a Catch-Up Date, the Fund shall issue to each such Subsequent Investor a number of Shares determined by dividing (x) the Catch-Up Purchase Price paid minus, in the Fund’s discretion, the Subsequent Investor’s pro rata portion of the Fund’s organizational and offering expenses, by (y) the NAV per Share as of a Catch-Up Date (determined prior to such issuance). Investors that make a Capital Commitment prior to any Subsequent Closing will not be required to fund Drawdown Purchases on a Drawdown Date until all Subsequent Investors have made their entire Catch-up Purchase. For the avoidance of doubt, in the event that the Catch-Up Date and a Drawdown Date occur on the same calendar day, such Catch-Up Date and the application of the provisions of this Section 5(e) shall be deemed to have occurred immediately prior to the relevant Drawdown Date. “Invested Percentage” means, with respect to an Investor, the quotient determined by dividing (i) the aggregate amount of contributions made by such Investor by (ii) such Investor’s Capital Commitment.

Drawdowns. 5.1. With respect 6.1 Subject to drawdowns the fulfilment of the conditions set out in Clause 4 (Conditions of Utilisation) of the RPM Funding Common Terms Agreement, the Lender shall, if required pursuant to the delivery of a duly completed Notice of Drawdown from time to time, make Advances to the Borrower during the applicable Availability Period under the Facility which shall be drawn down by the FundBorrower in accordance with the provisions of this clause 6. 6.2 The Facility may only be drawn down by the Borrower if: 6.2.1 in the case of a draw down of the OCSF Facility, each Subscriber will be an Operating Cash Shortfall arises and the Borrower is required to fund drawdowns advance the relevant Operating Cash Shortfall Contribution Amount to purchase Units Holdco in terms of the Holdco Shareholders Agreement; 6.2.2 in the case of a draw down of the Guarantee Facility, the Borrower is required to advance the relevant Guarantee Shortfall Contribution Amount to Holdco in terms of the Holdco Shareholders Agreement; 6.2.3 unless otherwise agreed in writing between the Lender and the Borrower in respect of a specified proposed Advance (which agreement shall apply to the specified Advance only and not to future Advances), it submits a “duly completed Notice of Drawdown Purchase”to the Lender not less than 10 (ten) up Business Days (or such other period as the Lender and the Borrower may agree in writing in respect of a specified proposed Advance (which agreement shall apply to the specified Notice of Drawdown only and not to future Notices of Drawdown)) prior to the proposed Advance Date which Notice of Drawdown shall specify the amount of their respective capital commitment each time the Fund delivers Advance required; 6.2.4 in the case of a notice draw down of the OCSF Facility, the amount of the proposed Advance does not exceed either of: (a “Drawdown Notice”). Drawdown Notices will specify a) the Operating Cash Shortfall Contribution Amount required to be paid by the Borrower to Holdco on the proposed Advance Date; and (ib) the amount of the Drawdown Available OCSF Commitment; 6.2.5 in the case of a draw down of the Guarantee Facility, the amount of the proposed Advance does not exceed either of: (the “Drawdown Amount”); (iia) the portion of the Drawdown Guarantee Shortfall Contribution Amount required to be paid by such Subscriberthe Borrower to Holdco on the proposed Advance Date; and (iiib) the estimated number amount of Units to be purchased by such Subscriber; and (iv) the date (Available Guarantee Commitment; 6.2.6 in the “Drawdown Date”) on which such Drawdown Amount is due. On case of a draw down of the Drawdown Date, if, in connection with a per Unit price adjustment described in Section 5.2 belowOCSF Facility, the number amount of Units the proposed Advance together with the aggregate amount of the Advances made to be purchased by date in that Calculation Period does not exceed R450 000 000 (four hundred and fifty million Rand). For purposes of this clause 6.2.6 a Subscriber differs from Calculation Period shall mean each 12 month period commencing on the amount set forth Closing Date; 6.2.7 the proposed date for the making of such Advance is a Business Day within the applicable Availability Period; 6.2.8 no Fundamental Event of Default (as defined in the Drawdown NoticeGlobal Intercreditor Agreement) has occurred, other than a Fundamental Event of Default referred to in paragraph 4 of schedule 3 of the Fund will deliver Global Intercreditor agreement; 6.2.9 no Senior Enforcement Action (as defined in the Global Intercreditor Agreement) has occurred; 6.2.10 no event referred to in clause 6.2 of the Subscriber an additional notice setting forth RPM Funding Common Terms Agreement (Mandatory Prepayments: Change of Control) has occurred; 6.2.11 the actual number Senior Discharge Date has not occurred; and 6.2.12 the Borrower has not failed in respect of Units any previous Advance made to be purchased by such Subscriber. Drawdown Notices will be delivered it under this Agreement to each Subscriber at least 10 business days prior make a corresponding advance ("the Borrower Advance") to the Drawdown Date (or shorter periods if the Adviser determines in good faith that it is necessary or appropriate to facilitate the consummation of a portfolio investment). All purchases pursuant to a Drawdown Notice will generally be made pro rata, Holdco under and in accordance with the remaining capital commitments Plateau Funding Loan Agreement, and Holdco has not failed in respect of all unitholdersany previous Borrower Advance made to it by the Borrower under the Plateau Funding Loan Agreement to make a corresponding advance to Opco under the Opco Funding Loan Agreement, however, certain in each case unless such failure has been remedied to the Lender's satisfaction. 6.3 Unless otherwise agreed in writing between the Lender and the Borrower only one Notice of Drawdown Purchases may be made submitted in any calendar month. 6.4 The Lender will make each Advance to the Borrower on a non-pro rata basis the date specified in the relevant Notice of Drawdown by unitholders paying the amount of each Advance into the account nominated in the Notice of Drawdown, which account shall be either the Borrower Proceeds Account, or subject to clause 6.5, the Opco Business Account or the Holdco Business Account. 6.5 The parties agree that, unless and until the Lender notifies the Borrower otherwise, the Borrower shall be entitled to elect in the Notice of Drawdown whether it wishes an Advance to be paid into the Borrower Proceeds Account, the Opco Business Account or the Holdco Business Account. The Lender shall be entitled to at any time notify the Borrower that provide capital commitments after it shall only be entitled to elect the Fund’s initial closing. To accommodate the legal, tax, regulatory or fiscal concerns Borrower Proceeds Account for purposes of receiving payment of certain prospective investorsspecified or all future Advances, the Fund may determine to allow certain investors to fully fund their capital commitment at one point which notice shall take effect in time, in lieu of sequential drawdowns of the commitment as described in this Section 5. No Subscriber shall be required to invest more than the total amount of accordance with its capital commitment. 5.2. For each subsequent Drawdown Date, the price per Unit shall equal the Fund’s net asset value per share as of the close of the last calendar quarter preceding the applicable Drawdown Date, subject to the board of directors of the Fund (the “Board”) or a committee thereof making a determination, no later than 48 hours (excluding Sundays and holidays) prior to the Drawdown Date or the Catch-up Date, as applicable, that the Fund is not selling Units at a price per Unit that is below its then-current net asset value per Unit. 5.3. Each Drawdown Amount shall be payable in U.S. Dollars and in immediately available funds. Payment of a Drawdown Amount shall be made on or prior to the applicable Drawdown Date and as promptly as possible after delivery of a Drawdown Noticeterms. The delivery of a Drawdown Notice to the Subscriber shall be the sole and exclusive condition to its irrevocable and unconditional obligation to pay the Drawdown Amount, without any right of offset, reduction, counterclaim or defense. 5.4. Concurrent with any payment of all or a portion of the amount of a an Advance by the Lender into the Opco Business Account or the Holdco Business Account in accordance with an election made by the Borrower in the applicable Notice of Drawdown Amount, shall fully discharge the Fund Lender's obligation to make such Advance in terms of this Agreement and shall issue for purposes of this Agreement be deemed to be payment of the Advance to the Subscriber a number of Units equal to (i) the amount of such Drawdown Amount funded by the Subscriber on the applicable Drawdown Date divided by (ii) the price per Unit as determined above. For the avoidance of doubt, the Fund shall not issue Units for any portion of the Subscriber’s capital commitment that has not been paid to the Fund Borrower. 6.6 The Borrower acknowledges and used to purchase Units pursuant to one or more Drawdown Notices (the “Undrawn Commitment”).agrees that:

Drawdowns. 5.1. With respect (a) Subject to drawdowns the provisions of this Section 5, the Purchaser agrees to purchase Shares for an aggregate purchase price equal to its Capital Commitment, payable at such times and in such amounts as required by the Fund, each Subscriber will . The Purchaser shall be required to fund drawdowns a capital contribution to purchase Units Shares (a “Drawdown Purchase”) up to the amount of their respective capital commitment each time the Fund delivers a notice (a the “Drawdown Notice”)) to the Purchaser. Drawdown Notices will specify (i) the amount of the Drawdown (the “Drawdown Amount”); (ii) the portion of the Drawdown Amount to be paid by such Subscriber; (iii) the estimated number of Units to be purchased by such Subscriber; and (iv) the date (the “Drawdown Date”) on which such Drawdown Amount is due. On the Drawdown Date, if, in connection with a per Unit price adjustment described in Section 5.2 below, the number of Units to be purchased by a Subscriber differs from the amount set forth in the Drawdown Notice, the Fund will deliver to the Subscriber an additional notice setting forth the actual number of Units to be purchased by such Subscriber. Drawdown Notices will shall be delivered to each Subscriber at least 10 three business days prior to the date on which payment will be due (each, a “Drawdown Date”), which notice period may be waived with respect to any Drawdown Date by the Purchaser in writing, and shall set forth the amount, in U.S. dollars, of the aggregate purchase price (the “Drawdown Purchase Price”) to be paid by the Purchaser to purchase Shares on such Drawdown Date. The per Share price for the purchase of Shares on a Drawdown Date (or shorter periods if the Adviser determines in good faith that it is necessary or appropriate to facilitate the consummation of a portfolio investment). All purchases pursuant “Per Share Price”) shall be equal to a Drawdown Notice will generally be made pro rata, per Share price equal to the then-current net asset value per Share (“NAV per Share”) as determined in accordance with the remaining capital commitments of all unitholdersAdviser’s valuation procedures. However, however, certain Drawdown Purchases may be made the Fund reserves the right to sell Shares at a price set above the NAV per Share based on a non-pro rata basis by unitholders that provide capital commitments after variety of factors, including, without limitation, to account for an Investor’s allocable portion of the Fund’s initial closing. To accommodate the legaloffering, tax, regulatory or fiscal concerns of certain prospective investors, the Fund may determine to allow certain investors to fully fund their capital commitment at one point in time, in lieu of sequential drawdowns of the commitment as described in this Section 5organizational and other expenses. No Subscriber Investor shall be required to invest more than the total amount of its capital commitmentCapital Commitment. 5.2. For each subsequent Drawdown Date, the price per Unit shall equal the Fund’s net asset value per share as of the close of the last calendar quarter preceding the applicable Drawdown Date, subject to the board of directors of the Fund (the “Board”b) or a committee thereof making a determination, no later than 48 hours (excluding Sundays and holidays) prior to the Drawdown Date or the Catch-up Date, as applicable, that the Fund is not selling Units at a price per Unit that is below its then-current net asset value per Unit. 5.3. Each Drawdown Amount Purchase Price shall be payable payable, in U.S. Dollars dollars and in immediately available fundsfunds per the wire transfer instructions set forth in such Drawdown Notice. Payment of a Drawdown Amount shall be made on or prior In addition to the applicable wire transfer instructions, each Drawdown Date Notice shall set forth (i) the Drawdown Date, (ii) the aggregate amount of capital that is being drawn from all Investors and as promptly as possible after delivery (iii) the Purchaser’s share of a Drawdown Noticethe capital being drawn. The delivery of a Drawdown Notice to the Subscriber Purchaser shall be the sole and exclusive condition to its the Purchaser’s irrevocable and unconditional obligation to pay such Drawdown Purchase Price in the Drawdown Amountamount set forth therein, without any right of offset, reduction, counterclaim or defense. 5.4. (c) Concurrent with any payment of all or a portion of the amount of a Drawdown AmountPurchase Price, the Fund shall issue to the Subscriber Purchaser a number of Units Shares equal to (i) the amount of such the Drawdown Amount Purchase Price funded by the Subscriber Purchaser on the applicable Drawdown Date divided by (ii) the price per Unit Per Share Price as determined aboveof such Drawdown Date. For the avoidance of doubt, the Fund shall not issue Units Shares to the Purchaser for any portion of the SubscriberPurchaser’s capital commitment Capital Commitment that has not been paid to the Fund and used to purchase Units Shares pursuant to one or more Drawdown Notices (the “Undrawn Capital Commitment”). (d) The Purchaser acknowledges and agrees that the Fund intends to request contributions from all Investors with an Undrawn Capital Commitment pro rata in accordance with the Capital Commitments of all Investors with Undrawn Capital Commitments; provided that the Fund shall retain the right, if determined by the Fund in its sole discretion, to require the Purchaser (i) to fund a Drawdown Purchase Price that is more or less than its pro rata share or (ii) to fund a Drawdown Purchase Price but not require Other Investors to do so to seek to equalize the percentage of the Purchaser’s total Capital Commitment that has been contributed to the Fund relative to the capital contributions of Other Investors or for regulatory tax or other similar basis for distinguishing among Investors, including compliance with an Investor’s internal investment guidelines. The Purchaser acknowledges and agrees that the Fund may, if determined by the Fund in its sole discretion, from time to time require capital contributions from Other Investors and not the Purchaser or vice versa. Accordingly, Drawdown Notices may be issued only to selected investors and Shareholders (including or excluding the Purchaser) from time to time and require a purchase of Shares by such Investors in amounts determined by the Fund in its sole discretion.

Drawdowns. 5.1(a) At any time and from time to time following the date hereof and subject to the terms and conditions set forth herein, including (without limitation) those set forth in Paragraph 2(c) and Paragraph 3 hereof, Northshore may require each of the Investors to purchase Common Shares (each such purchase, a “Drawdown”), at a purchase price of US$1,000 per share (as such price may be adjusted for any stock splits, subdivisions, combinations, recapitalizations and the like, including any of the foregoing effected by means of a merger or similar transaction) in satisfaction of part or all of the unpaid portion of the Investor’s Total Subscription Commitment. With respect to drawdowns by the Fundany Drawdown, each Subscriber will be required to fund drawdowns to purchase Units (a “Drawdown Purchase”) up to Northshore shall cause the amount of their respective capital commitment each time Investor’s and Kenmare’s portion of the Fund delivers Drawdown to be an amount equal to such Investor’s or Kenmare’s Pro Rata Percentage (as set forth on Schedule A attached hereto) multiplied by the aggregate amount of the Drawdown. Northshore shall exercise its rights pursuant to this Paragraph 2 by delivering to each Investor a written notice (a “Drawdown Notice”). Drawdown Notices will specify ) no later than five (i5) Business Days (as defined below) preceding the amount closing date of the Drawdown (the “Drawdown AmountDate”) (provided that Northshore shall use its reasonable best efforts to deliver to each Investor any such Drawdown Notice as early as possible and to keep the Investors informed of the status of the closing conditions under the Purchase Agreements so as to allow the Investors sufficient time to call capital from their partners in advance of the Drawdown Date). The Drawdown Notice shall make reference to such Investor’s obligations hereunder and shall set forth: (i) the number of Common Shares required to be purchased by the Investor; (ii) the portion terms and conditions of the Drawdown Amount purchase (which shall not alter the terms and conditions set forth in this Agreement), including the aggregate number of Common Shares to be paid purchased by such Subscriberthe Investors and Kenmare; (iii) the estimated number of Units to be purchased by such Subscriberwire transfer instructions; and (iv) the date (the “Drawdown Date”. The Drawdown Notice shall be delivered to each Investor in the manner provided in Paragraph 14 hereof. (b) After receipt of a Drawdown Notice pursuant to Paragraph 2(a), each Investor shall purchase on which the Drawdown Date, at a purchase price of US$1,000 per share (as such price may be adjusted for any stock splits, subdivisions, combinations, recapitalizations and the like, including any of the foregoing effected by means of a merger or similar transaction), that number of Common Shares as is stated in the Drawdown Notice delivered to such Investor. Subject to the terms and conditions of this Agreement, and in reliance upon the representations and warranties contained herein, each Investor shall deliver to Northshore consideration for such Drawdown Amount is dueno later than 11:00 a.m. Eastern time on the Drawdown Date by wire transfer of immediately available funds to the account designated by Northshore in accordance with the wire transfer instructions set forth in the Drawdown Notice relating to such Drawdown. On the Drawdown Date, ifupon the receipt by Northshore of the Investor’s full consideration for such Drawdown, Northshore shall issue and deliver (or, if the Common Shares are uncertificated, record on the books of Northshore) a new, duly executed certificate or duly executed certificates to the Investor evidencing that number of Common Shares issued to the Investor pursuant to such Drawdown. (c) Northshore may require a Drawdown only in connection with a per Unit price adjustment described in Section 5.2 below, the number of Units to be purchased by a Subscriber differs from the amount set forth in the Drawdown Notice, the Fund will deliver to the Subscriber an additional notice setting forth the actual number of Units to be purchased by such Subscriber. Drawdown Notices will be delivered to each Subscriber at least 10 business days prior to the Drawdown Date (or shorter periods if the Adviser determines in good faith that it is necessary or appropriate to facilitate the consummation of a portfolio investment)the transactions contemplated by the Purchase Agreements. All purchases pursuant to a Drawdown Notice will generally be made pro rata, In no event shall the sum of the portion of all Drawdowns funded by any Investor in accordance with this Agreement exceed the remaining capital commitments of all unitholders, however, certain Drawdown Purchases may be made on a non-pro rata basis by unitholders that provide capital commitments after the FundInvestor’s initial closing. To accommodate the legal, tax, regulatory or fiscal concerns of certain prospective investors, the Fund may determine to allow certain investors to fully fund their capital commitment at one point in time, in lieu of sequential drawdowns of the commitment as described in this Section 5. No Subscriber shall be required to invest more than the total amount of its capital commitmentTotal Subscription Commitment. 5.2. For each subsequent Drawdown Date, the price per Unit shall equal the Fund’s net asset value per share as of the close of the last calendar quarter preceding the applicable Drawdown Date, subject (d) The Investors’ obligations to the board of directors of the Fund (the “Board”) or a committee thereof making a determination, no later than 48 hours (excluding Sundays purchase Common Shares and holidays) prior their obligations to the Drawdown Date or the Catch-up Date, as applicable, that the Fund is not selling Units at a price per Unit that is below its then-current net asset value per Unit. 5.3. Each Drawdown Amount shall be payable in U.S. Dollars and in immediately available funds. Payment of a Drawdown Amount shall be made on or prior to the applicable Drawdown Date and as promptly as possible after delivery of a Drawdown Notice. The delivery of a Drawdown Notice to the Subscriber shall be the sole and exclusive condition to its irrevocable and unconditional obligation to pay the Drawdown Amount, without any right of offset, reduction, counterclaim or defense. 5.4. Concurrent with any payment of fund all or a any portion of their unfunded Total Subscription Commitments shall expire on the amount earliest of a Drawdown Amount, the Fund shall issue to the Subscriber a number of Units equal to (i) the amount written agreement of such Drawdown Amount funded by the Subscriber on the applicable Drawdown Date divided by each of Kenmare and Trident; and (ii) the price per Unit as determined abovevalid termination of each of the Purchase Agreements in accordance with its terms. For Upon expiration of the avoidance Investors’ obligations, this Agreement shall terminate and the Investors shall not have any further obligations or liabilities hereunder. Notwithstanding any other provision of doubtthis Agreement or the Investors Agreement, in the event that (x) the Atrium Purchase Agreement has been terminated or (y) the Investors (or any Permitted Assign(s) of the Investors) are prohibited from directly or indirectly investing in Atrium (through Northshore or otherwise), the Fund Investors’ obligations under this Agreement shall terminate and the Investors shall not issue Units for be required to fund any portion Drawdown in connection with the consummation of the Subscriber’s capital commitment Arden Re Purchase Agreement, provided that has not been paid if the Investors have funded such Drawdown prior to their obligations under this Agreement being terminated, Northshore shall repurchase the Fund Investors’ Common Shares at a purchase price of US$1,000 per share (or at such other per share price as the Investors may have purchased such Common Shares consistent with clauses (a) and used (b) of this Paragraph 2), subject to receipt of any required governmental approvals. (e) The closing of the issuance, sale and purchase Units pursuant by the Investors of the Common Shares in each Drawdown shall take place at the offices of Northshore, or remotely via the electronic or other exchange of documents and signature pages, contemporaneously with the closing of the issuance, sale and purchase by Kenmare of the Common Shares in each Drawdown, or at such other place or such other date as agreed to one or more Drawdown Notices (by the “Undrawn Commitment”)parties hereto.

Drawdowns. 5.1. With respect (a) Subject to drawdowns the provisions of this Section 3, the Subscriber agrees to purchase Shares for an aggregate purchase price equal to its Capital Commitment, payable at such times and in such amounts as required by the Fund, each Company (a “Capital Contribution”). The Subscriber will shall be required to fund drawdowns a Capital Contribution to purchase Units Shares (a “Drawdown Purchase”) up to the amount of their respective capital commitment each time the Fund Company delivers a notice (a the “Drawdown Notice”). Drawdown Notices will specify (i) the amount of the Drawdown (the “Drawdown Amount”); (ii) the portion of the Drawdown Amount to be paid by such Subscriber; (iii) the estimated number of Units to be purchased by such Subscriber; and (iv) the date (the “Drawdown Date”) on which such Drawdown Amount is due. On the Drawdown Date, if, in connection with a per Unit price adjustment described in Section 5.2 below, the number of Units to be purchased by a Subscriber differs from the amount set forth in the Drawdown Notice, the Fund will deliver to the Subscriber an additional notice setting forth the actual number of Units to be purchased by such Subscriber. Drawdown Notices will shall be delivered to each Subscriber at least 10 business days prior to the date on which payment will be due (each, a “Drawdown Date”), which notice period may be waived with respect to any Drawdown Date by the Subscriber in writing, and shall set forth the amount, in U.S. dollars, of the aggregate purchase price (or shorter periods if the Adviser determines in good faith that it is necessary or appropriate “Drawdown Purchase Price”) to facilitate be paid by the consummation Subscriber to purchase Shares on such Drawdown Date. Each purchase of a portfolio investment). All purchases Shares pursuant to a Drawdown Notice will generally be made pro rata, at a per Share price equal to the then-current net asset value per Share (“NAV per Share”) as determined in accordance with the remaining capital commitments of all unitholdersCompany’s valuation procedures set forth in the Memorandum. However, however, certain Drawdown Purchases may be made the Company reserves the right to sell Shares at a price below NAV per share (to the extent permitted by the 1940 Act) and at a price set above the NAV per Share based on a non-pro rata basis by unitholders that provide capital commitments after variety of factors, including, without limitation, the Fundtotal amount of the Company’s initial closing. To accommodate the legaloffering, tax, regulatory or fiscal concerns of certain prospective investors, the Fund may determine to allow certain investors to fully fund their capital commitment at one point in time, in lieu of sequential drawdowns of the commitment as described in this Section 5organizational and other expenses. No Subscriber Investor shall be required to invest more than the total amount of its capital commitmentCapital Commitment. For the avoidance of doubt, any reference herein to a Capital Contribution being required or a Drawdown Notice being delivered by the Company shall be deemed to include such contribution being required or Drawdown Notice being delivered by a lender or agent in respect of any Subscription Facility as described in Section 5 hereof. 5.2. For each subsequent Drawdown Date, the price per Unit shall equal the Fund’s net asset value per share as of the close of the last calendar quarter preceding the applicable Drawdown Date, subject to the board of directors of the Fund (the “Board”b) or a committee thereof making a determination, no later than 48 hours (excluding Sundays and holidays) prior to the Drawdown Date or the Catch-up Date, as applicable, that the Fund is not selling Units at a price per Unit that is below its then-current net asset value per Unit. 5.3. Each Drawdown Amount Purchase Price shall be payable payable, in U.S. Dollars dollars and in immediately available fundsfunds per the wire transfer instructions set forth in such Drawdown Notice. Payment of a Drawdown Amount shall be made on or prior In addition to the applicable wire transfer instructions, each Drawdown Date Notice shall set forth (i) the Drawdown Date, (ii) the aggregate amount of capital that is being drawn from all Investors and as promptly as possible after delivery (iii) the Subscriber’s share of a Drawdown Noticethe capital being drawn. The delivery of a Drawdown Notice to the Subscriber shall be the sole and exclusive condition to its the Subscriber’s irrevocable and unconditional obligation to pay such Drawdown Purchase Price in the Drawdown Amountamount set forth therein, without any right of offset, reduction, counterclaim or defense. 5.4. (c) Concurrent with any payment of all or a portion of the amount of a Drawdown AmountPurchase Price, the Fund Company shall issue to the Subscriber a number of Units Shares equal to (i) the amount of such the Drawdown Amount Purchase Price funded by the Subscriber on the applicable Drawdown Date divided by the NAV per Share as of such Drawdown Date (ii) the price per Unit as determined aboveless any applicable investment banking fees). For the avoidance of doubt, the Fund Company shall not issue Units Shares to the Subscriber for any portion of the Subscriber’s capital commitment Capital Commitment that has not been paid to the Fund Company and used to purchase Units Shares pursuant to one or more Drawdown Notices (the “Undrawn Capital Commitment”). (d) The Subscriber acknowledges and agrees that the Company intends to request contributions from all Investors with an Undrawn Capital Commitment pro rata in accordance with the Capital Commitments of all Investors with Undrawn Capital Commitments; provided that the Company shall retain the right, if determined by the Company in its sole discretion, to require the Subscriber (i) to fund a Drawdown Purchase Price that is more or less than its pro rata share or (ii) to fund a Drawdown Purchase Price but not require Other Investors to do so to seek to equalize the percentage of the Subscriber’s total Capital Commitment that has been contributed to the Company relative to the Capital Contributions of Other Investors, or to avoid any of the Default Remedy Limitations (as defined below) or for regulatory, tax or other similar basis for distinguishing among Investors, including compliance with an Investor’s internal investment guidelines. The Subscriber acknowledges and agrees that the Company may, if determined by the Company in its sole discretion, from time to time require Capital Contributions from Other Investors and not the Subscriber or vice versa. Accordingly, Drawdown Notices may be issued only to selected investors and Members (including or excluding the Subscriber) from time to time and require a purchase of Shares by such investors in amounts determined by the Company in its sole discretion.

Drawdowns. 5.1. With respect (a) Subject to drawdowns the provisions of this Section 3, the Subscriber agrees to purchase Shares for an aggregate purchase price (in U.S. dollars) equal to its Capital Commitment, payable at such times and in such amounts as required by the Fund, each . The Subscriber will shall be required to fund drawdowns a capital contribution to purchase Units Shares (a “Drawdown Purchase”) up to the amount of their respective capital commitment each time the Fund delivers a notice (a the “Drawdown Notice”). Drawdown Notices will specify (i) the amount of the Drawdown (the “Drawdown Amount”); (ii) the portion of the Drawdown Amount to be paid by such Subscriber; (iii) the estimated number of Units to be purchased by such Subscriber; and (iv) the date (the “Drawdown Date”) on which such Drawdown Amount is due. On the Drawdown Date, if, in connection with a per Unit price adjustment described in Section 5.2 below, the number of Units to be purchased by a Subscriber differs from the amount set forth in the Drawdown Notice, the Fund will deliver to the Subscriber an additional notice setting forth the actual number of Units to be purchased by such Subscriber. Drawdown Notices will shall be delivered to each Subscriber at least 10 five business days prior to the date on which payment will be due (each, a “Drawdown Date”), which notice period may be waived with respect to any Drawdown Date by the Subscriber in writing, and shall set forth the amount, in U.S. dollars, of the aggregate purchase price (or shorter periods if the Adviser determines in good faith that it is necessary or appropriate “Drawdown Purchase Price”) to facilitate be paid by the consummation Subscriber to purchase Shares on such Drawdown Date. Each purchase of a portfolio investment). All purchases Shares by the Subscriber pursuant to a Drawdown Notice will be made at a per Share price equal to the then-current transaction price per Share, which will generally be made pro rata, the most recently available net asset value (“NAV”) per Share as determined in accordance with the remaining capital commitments of all unitholdersAdviser’s valuation policy. Upon a Closing, however, certain Drawdown Purchases may be made a Subscriber will not know the NAV per Share applicable on a non-pro rata basis by unitholders that provide capital commitments after the Fund’s initial closing. To accommodate the legal, tax, regulatory or fiscal concerns of certain prospective investors, the Fund may determine to allow certain investors to fully fund their capital commitment at one point in time, in lieu of sequential drawdowns of the commitment as described in this Section 5any effective purchase date. No Subscriber Investor shall be required to invest more than the total amount of its Capital Commitment. For the avoidance of doubt, any reference herein to a capital commitmentcontribution being required or a Drawdown Notice being delivered by the Fund shall be deemed to include such contribution being required or Drawdown Notice being delivered by a lender or agent in respect of any Subscription Facility as described in Section 5 hereof. 5.2. For each subsequent Drawdown Date, the price per Unit shall equal the Fund’s net asset value per share as of the close of the last calendar quarter preceding the applicable Drawdown Date, subject to the board of directors of the Fund (the “Board”b) or a committee thereof making a determination, no later than 48 hours (excluding Sundays and holidays) prior to the Drawdown Date or the Catch-up Date, as applicable, that the Fund is not selling Units at a price per Unit that is below its then-current net asset value per Unit. 5.3. Each Drawdown Amount Purchase Price shall be payable payable, in U.S. Dollars dollars and in immediately available fundsfunds per the wire transfer instructions set forth in such Drawdown Notice. Payment of a Drawdown Amount shall be made on or prior In addition to the applicable wire transfer instructions, each Drawdown Date Notice shall set forth (i) the Drawdown Date, (ii) the aggregate amount of capital that is being drawn from all Investors and as promptly as possible after delivery (iii) the Subscriber’s share of a Drawdown Noticethe capital being drawn. The delivery of a Drawdown Notice to the Subscriber shall be the sole and exclusive condition to its the Subscriber’s irrevocable and unconditional obligation to pay such Drawdown Purchase Price in the Drawdown Amountamount set forth therein, without any right of offset, reduction, counterclaim or defense. The Subscriber represents that subscription funds will be wired to the Fund from the account listed in the remitting wiring bank section of the Investor Questionnaire. 5.4. (c) Concurrent with any payment of all or a portion of the amount of a Drawdown AmountPurchase Price, the Fund shall issue to the Subscriber a number of Units Shares equal to (i) the amount of such the Drawdown Amount Purchase Price funded by the Subscriber on the applicable Drawdown Date divided by (ii) the then-current transaction price per Unit Share as of such Drawdown Date, which will generally be the most recently available NAV per Share as determined abovein accordance with the Adviser’s valuation policy. However, the Fund reserves the right, in its sole discretion and at any time, to sell Shares at a price set above the NAV per Share based on a variety of factors, including, without limitation, to account for a Subscriber’s allocable portion of the Fund’s initial offering, organizational and other expenses. For the avoidance of doubt, the Fund shall not issue Units Shares to the Subscriber for any portion of the Subscriber’s capital commitment Capital Commitment that has not been paid to the Fund and used to purchase Units Shares pursuant to one or more Drawdown Notices the terms of this Subscription Agreement (the “Undrawn Capital Commitment”). (d) The Subscriber acknowledges and agrees that the Fund intends to request contributions from all Investors with an Undrawn Capital Commitment pro rata in accordance with the Capital Commitments of all Investors with Undrawn Capital Commitments; provided that the Fund shall retain the right, if determined by the Fund in its sole discretion, to require the Subscriber (i) to fund a Drawdown Purchase Price that is more or less than its pro rata share or (ii) to fund a Drawdown Purchase Price but not require Other Investors to do so to seek to equalize the percentage of the Subscriber’s total Capital Commitment that has been contributed to the Fund relative to the capital contributions of Other Investors, or to avoid any of the Default Remedy Limitations (as defined below) or for regulatory, tax or other similar basis for distinguishing among Investors, including compliance with an Investor’s internal investment guidelines. The Subscriber acknowledges and agrees that the Fund may, if determined by the Fund in its sole discretion, from time to time require capital contributions from Other Investors and not the Subscriber or vice versa. Accordingly, Drawdown Notices may be issued only to selected investors and Shareholders (including or excluding the Subscriber) from time to time and require a purchase of Shares by such investors in amounts determined by the Fund in its sole discretion.

Drawdowns. 5.1. With respect (a) Subject to drawdowns the provisions of this Section 3, the Subscriber agrees to purchase Shares for an aggregate purchase price (in U.S. dollars) equal to its Capital Commitment, payable at such times and in such amounts as required by the Fund, each . The Subscriber will shall be required to fund drawdowns a capital contribution to purchase Units Shares (a “Drawdown Purchase”) up to the amount of their respective capital commitment each time the Fund delivers a notice (a the “Drawdown Notice”). Drawdown Notices will specify (i) the amount of the Drawdown (the “Drawdown Amount”); (ii) the portion of the Drawdown Amount to be paid by such Subscriber; (iii) the estimated number of Units to be purchased by such Subscriber; and (iv) the date (the “Drawdown Date”) on which such Drawdown Amount is due. On the Drawdown Date, if, in connection with a per Unit price adjustment described in Section 5.2 below, the number of Units to be purchased by a Subscriber differs from the amount set forth in the Drawdown Notice, the Fund will deliver to the Subscriber an additional notice setting forth the actual number of Units to be purchased by such Subscriber. Drawdown Notices will shall be delivered to each Subscriber at least 10 business days prior to the date on which payment will be due (each, a “Drawdown Date”), which notice period may be waived with respect to any Drawdown Date by the Subscriber in writing, and shall set forth the amount, in U.S. dollars, of the aggregate purchase price (or shorter periods if the Adviser determines in good faith that it is necessary or appropriate “Drawdown Purchase Price”) to facilitate be paid by the consummation Subscriber to purchase Shares on such Drawdown Date. Each purchase of a portfolio investment). All purchases Shares by the Subscriber pursuant to a Drawdown Notice will be made at a per Share price equal to the then-current transaction price per Share, which will generally be made pro rata, the most recently available net asset value (“NAV”) per Share as determined in accordance with the remaining capital commitments of all unitholdersAdviser’s valuation policy. Upon a Closing, however, certain Drawdown Purchases may be made a Subscriber will not know the NAV per Share applicable on a non-pro rata basis by unitholders that provide capital commitments after the Fund’s initial closing. To accommodate the legal, tax, regulatory or fiscal concerns of certain prospective investors, the Fund may determine to allow certain investors to fully fund their capital commitment at one point in time, in lieu of sequential drawdowns of the commitment as described in this Section 5any effective purchase date. No Subscriber Investor shall be required to invest more than the total amount of its Capital Commitment. For the avoidance of doubt, any reference herein to a capital commitmentcontribution being required or a Drawdown Notice being delivered by the Fund shall be deemed to include such contribution being required or Drawdown Notice being delivered by a lender or agent in respect of any Subscription Facility as described in Section 5 hereof. 5.2. For each subsequent Drawdown Date, the price per Unit shall equal the Fund’s net asset value per share as of the close of the last calendar quarter preceding the applicable Drawdown Date, subject to the board of directors of the Fund (the “Board”b) or a committee thereof making a determination, no later than 48 hours (excluding Sundays and holidays) prior to the Drawdown Date or the Catch-up Date, as applicable, that the Fund is not selling Units at a price per Unit that is below its then-current net asset value per Unit. 5.3. Each Drawdown Amount Purchase Price shall be payable payable, in U.S. Dollars dollars and in immediately available fundsfunds per the wire transfer instructions set forth in such Drawdown Notice. Payment of a Drawdown Amount shall be made on or prior In addition to the applicable wire transfer instructions, each Drawdown Date Notice shall set forth (i) the Drawdown Date, (ii) the aggregate amount of capital that is being drawn from all Investors and as promptly as possible after delivery (iii) the Subscriber’s share of a Drawdown Noticethe capital being drawn. The delivery of a Drawdown Notice to the Subscriber shall be the sole and exclusive condition to its the Subscriber’s irrevocable and unconditional obligation to pay such Drawdown Purchase Price in the Drawdown Amountamount set forth therein, without any right of offset, reduction, counterclaim or defense. The Subscriber represents that subscription funds will be wired to the Fund from the account listed in the remitting wiring bank section of the Investor Questionnaire. 5.4. (c) Concurrent with any payment of all or a portion of the amount of a Drawdown AmountPurchase Price, the Fund shall issue to the Subscriber a number of Units Shares equal to (i) the amount of such the Drawdown Amount Purchase Price funded by the Subscriber on the applicable Drawdown Date divided by (ii) the then-current transaction price per Unit Share as of such Drawdown Date, which will generally be the most recently available NAV per Share as determined abovein accordance with the Adviser’s valuation policy. However, the Fund reserves the right, in its sole discretion and at any time, to sell Shares at a price set above the NAV per Share based on a variety of factors, including, without limitation, to account for a Subscriber’s allocable portion of the Fund’s initial offering, organizational and other expenses. For the avoidance of doubt, the Fund shall not issue Units Shares to the Subscriber for any portion of the Subscriber’s capital commitment Capital Commitment that has not been paid to the Fund and used to purchase Units Shares pursuant to one or more Drawdown Notices the terms of this Subscription Agreement (the “Undrawn Capital Commitment”). (d) The Subscriber acknowledges and agrees that the Fund intends to request contributions from all Investors with an Undrawn Capital Commitment pro rata in accordance with the Capital Commitments of all Investors with Undrawn Capital Commitments (other than Defaulting Investors or Excluded Investors); provided that the Fund shall retain the right, if determined by the Fund in its sole discretion, to require the Subscriber (i) to fund a Drawdown Purchase Price that is more or less than its pro rata share or (ii) to fund a Drawdown Purchase Price but not require Other Investors to do so to seek to equalize the percentage of the Subscriber’s total Capital Commitment that has been contributed to the Fund relative to the capital contributions of Other Investors, or to avoid any of the Default Remedy Limitations (as defined below) or for regulatory, tax or other similar basis for distinguishing among Investors, including compliance with an Investor’s internal investment guidelines. The Subscriber acknowledges and agrees that the Fund may, if determined by the Fund in its sole discretion, from time to time require capital contributions from Other Investors and not the Subscriber or vice versa. Accordingly, Drawdown Notices may be issued only to selected investors and Shareholders (including or excluding the Subscriber) from time to time and require a purchase of Shares by such investors in amounts determined by the Fund in its sole discretion.

Drawdowns. 5.1. With respect (a) The Pantheon Member agrees to drawdowns purchase Common Units for an aggregate purchase price equal to its Undrawn Commitment, payable at such times and in such amounts as required by the Fund, each Subscriber Company following receipt by the Pantheon Member of the Drawdown Notice (as defined below). The Pantheon Member will be required to fund drawdowns to purchase Units make Capital Contributions (a “Drawdown Purchase”) up to the amount of their respective capital commitment its Undrawn Commitment) to purchase Common Units each time the Fund Company delivers a notice Drawdown Notice pursuant to, and in accordance with, this Agreement, which shall be in substantially the form attached hereto as Exhibit 2 and will be delivered in respect of such Commitment at least five (5) Business Days prior to the required funding date (a “Drawdown Date,” and such drawdown notice, the “Drawdown Notice”). The Drawdown Notices Notice shall specify whether the Drawdown Notice is being issued to satisfy an Unfunded Commitment or for Defensive Funding. Each of the Pantheon Member and the Company agrees that on each Drawdown Date, the Pantheon Member shall purchase from the Company, and the Company shall issue to the Pantheon Member, a number of Common Units equal to the Drawdown Unit Amount at an aggregate price equal to the Drawdown Purchase Price; provided, however, that, unless otherwise agreed in writing between the Company (acting at the direction of the Board) and the Pantheon Member, in no circumstance will specify the Pantheon Member be required to purchase Common Units for an amount in excess of (i) the amount of the its Unfunded Commitment Amount, with respect to any Drawdown (the “Drawdown Amount”); Notice issued to satisfy an Unfunded Commitment, and (ii) its Defensive Funding Commitment Amount, with respect to any Drawdown Notice issued to satisfy a Defensive Funding. Each Capital Contribution to the portion Company with respect to a Drawdown shall be made by means of a certified or cashier’s check or by wire transfer of immediately available funds in U.S. dollars to an account designated by the Drawdown Amount to be paid by such Subscriber; (iii) the estimated number of Units to be purchased by such Subscriber; Company and (iv) the date (the “Drawdown Date”) on which such Drawdown Amount is due. On the Drawdown Date, if, in connection with a per Unit price adjustment described in Section 5.2 below, the number of Units to be purchased by a Subscriber differs from the amount set forth specified in the Drawdown Notice. The Company shall consult with the Pantheon Member prior to issuing any Drawdown Notice with respect to a Defensive Funding (or a series of Defensive Fundings with respect to a Portfolio Company) in the amount of $2,000,000 or more. (b) Except as otherwise expressly provided herein, the Fund will deliver to the Subscriber an additional notice setting forth the actual number of Units to be purchased by such Subscriber. Drawdown Notices will be delivered to each Subscriber at least 10 business days prior to the Drawdown Date (or shorter periods if the Adviser determines in good faith that it is necessary or appropriate to facilitate the consummation of a portfolio investment). All purchases pursuant to a Drawdown Notice will generally be made pro rata, in accordance with the remaining capital commitments of all unitholders, however, certain Drawdown Purchases may be made on a non-pro rata basis by unitholders that provide capital commitments after the Fund’s initial closing. To accommodate the legal, tax, regulatory or fiscal concerns of certain prospective investors, the Fund may determine to allow certain investors to fully fund their capital commitment at one point in time, in lieu of sequential drawdowns obligation of the commitment as described in this Section 5. No Subscriber shall be required Pantheon Member to invest more than the total amount of fund its capital commitment. 5.2. For each subsequent Drawdown Date, the price per Unit shall equal the Fund’s net asset value per share as of the close of the last calendar quarter preceding the applicable Drawdown Date, subject to the board of directors of the Fund (the “Board”) or a committee thereof making a determination, no later than 48 hours (excluding Sundays and holidays) prior to the Drawdown Date or the Catch-up Date, as applicable, that the Fund Undrawn Commitment is not selling Units at a price per Unit that is below its then-current net asset value per Unit. 5.3. Each Drawdown Amount shall be payable in U.S. Dollars and in immediately available funds. Payment of a Drawdown Amount shall be made on or prior to the applicable Drawdown Date and as promptly as possible after delivery of a Drawdown Notice. The delivery of a Drawdown Notice to the Subscriber shall be the sole and exclusive condition to its irrevocable and unconditional obligation to pay the Drawdown Amount, without any right of offset, reductiondefense, counterclaim or defenseoffset of any kind. 5.4. Concurrent with any payment of all or a portion of the amount of a Drawdown Amount, the Fund shall issue to the Subscriber a number of Units equal to (i) the amount of such Drawdown Amount funded by the Subscriber on the applicable Drawdown Date divided by (ii) the price per Unit as determined above. For the avoidance of doubt, the Fund shall not issue Units for any portion of the Subscriber’s capital commitment that has not been paid to the Fund and used to purchase Units pursuant to one or more Drawdown Notices (the “Undrawn Commitment”).

Drawdowns. 5.1. With respect a. Subject to drawdowns the provisions of this Section 3, the Subscriber agrees to purchase Shares for an aggregate purchase price (in U.S. dollars) equal to its Capital Commitment, payable at such times and in such amounts as required by the Fund, each . The Subscriber will shall be required to fund drawdowns a capital contribution to purchase Units Shares (a “Drawdown Purchase”) up to the amount of their respective capital commitment each time the Fund delivers a notice (a the “Drawdown Notice”). Drawdown Notices will specify (i) the amount of the Drawdown (the “Drawdown Amount”); (ii) the portion of the Drawdown Amount to be paid by such Subscriber; (iii) the estimated number of Units to be purchased by such Subscriber; and (iv) the date (the “Drawdown Date”) on which such Drawdown Amount is due. On the Drawdown Date, if, in connection with a per Unit price adjustment described in Section 5.2 below, the number of Units to be purchased by a Subscriber differs from the amount set forth in the Drawdown Notice, the Fund will deliver to the Subscriber an additional notice setting forth the actual number of Units to be purchased by such Subscriber. Drawdown Notices will shall be delivered to each Subscriber at least 10 business days prior to the date on which payment will be due (each, a “Drawdown Date”), which notice period may be waived with respect to any Drawdown Date by the Subscriber in writing, and shall set forth the amount, in U.S. dollars, of the aggregate purchase price (or shorter periods if the Adviser determines in good faith that it is necessary or appropriate “Drawdown Purchase Price”) to facilitate be paid by the consummation Subscriber to purchase Shares on such Drawdown Date. Each purchase of a portfolio investment). All purchases Shares by the Subscriber pursuant to a Drawdown Notice will be made at a per Share price equal to the then-current transaction price per Share, which will generally be made pro rata, the most recently available net asset value (“NAV”) per Share as determined in accordance with the remaining capital commitments of all unitholdersAdviser’s valuation policy. Upon a Closing, however, certain Drawdown Purchases may be made a Subscriber will not know the NAV per Share applicable on a non-pro rata basis by unitholders that provide capital commitments after the Fund’s initial closing. To accommodate the legal, tax, regulatory or fiscal concerns of certain prospective investors, the Fund may determine to allow certain investors to fully fund their capital commitment at one point in time, in lieu of sequential drawdowns of the commitment as described in this Section 5any effective purchase date. No Subscriber Investor shall be required to invest more than the total amount of its Capital Commitment. For the avoidance of doubt, any reference herein to a capital commitmentcontribution being required or a Drawdown Notice being delivered by the Fund shall be deemed to include such contribution being required or Drawdown Notice being delivered by a lender or agent in respect of any Subscription Facility as described in Section 5 hereof. 5.2. For each subsequent Drawdown Date, the price per Unit shall equal the Fund’s net asset value per share as of the close of the last calendar quarter preceding the applicable Drawdown Date, subject to the board of directors of the Fund (the “Board”) or a committee thereof making a determination, no later than 48 hours (excluding Sundays and holidays) prior to the Drawdown Date or the Catch-up Date, as applicable, that the Fund is not selling Units at a price per Unit that is below its then-current net asset value per Unit. 5.3. b. Each Drawdown Amount Purchase Price shall be payable payable, in U.S. Dollars dollars and in immediately available fundsfunds per the wire transfer instructions set forth in such Drawdown Notice. Payment of a Drawdown Amount shall be made on or prior In addition to the applicable wire transfer instructions, each Drawdown Date Notice shall set forth (i) the Drawdown Date, (ii) the aggregate amount of capital that is being drawn from all Investors and as promptly as possible after delivery (iii) the Subscriber’s share of a Drawdown Noticethe capital being drawn. The delivery of a Drawdown Notice to the Subscriber shall be the sole and exclusive condition to its the Subscriber’s irrevocable and unconditional obligation to pay such Drawdown Purchase Price in the Drawdown Amountamount set forth therein, without any right of offset, reduction, counterclaim or defense. The Subscriber represents that subscription funds will be wired to the Fund from the account listed in the remitting wiring bank section of the Investor Questionnaire. 5.4. c. Concurrent with any payment of all or a portion of the amount of a Drawdown AmountPurchase Price, the Fund shall issue to the Subscriber a number of Units Shares equal to (i) the amount of such the Drawdown Amount Purchase Price funded by the Subscriber on the applicable Drawdown Date divided by (ii) the then-current transaction price per Unit Share as of such Drawdown Date, which will generally be the most recently available NAV per Share as determined abovein accordance with the Adviser’s valuation policy. However, the Fund reserves the right, in its sole discretion and at any time, to sell Shares at a price set above the NAV per Share based on a variety of factors, including, without limitation, to account for a Subscriber’s allocable portion of the Fund’s initial offering, organizational and other expenses. For the avoidance of doubt, the Fund shall not issue Units Shares to the Subscriber for any portion of the Subscriber’s capital commitment Capital Commitment that has not been paid to the Fund and used to purchase Units Shares pursuant to one or more Drawdown Notices the terms of this Subscription Agreement (the “Undrawn Capital Commitment”). a. The Subscriber acknowledges and agrees that the Fund intends to request contributions from all Investors with an Undrawn Capital Commitment pro rata in accordance with the Capital Commitments of all Investors with Undrawn Capital Commitments (other than Defaulting Investors or Excluded Investors); provided that the Fund shall retain the right, if determined by the Fund in its sole discretion, to require the Subscriber (i) to fund a Drawdown Purchase Price that is more or less than its pro rata share or (ii) to fund a Drawdown Purchase Price but not require Other Investors to do so to seek to equalize the percentage of the Subscriber’s total Capital Commitment that has been contributed to the Fund relative to the capital contributions of Other Investors, or to avoid any of the Default Remedy Limitations (as defined below) or for regulatory, tax or other similar basis for distinguishing among Investors, including compliance with an Investor’s internal investment guidelines. The Subscriber acknowledges and agrees that the Fund may, if determined by the Fund in its sole discretion, from time to time require capital contributions from Other Investors and not the Subscriber or vice versa. Accordingly, Drawdown Notices may be issued only to selected investors and Shareholders (including or excluding the Subscriber) from time to time and require a purchase of Shares by such investors in amounts determined by the Fund in its sole discretion.

Drawdowns. 5.1. (a) With respect to drawdowns by the FundCompany, each Subscriber will be required to fund drawdowns to purchase Units Class I Shares (a “Drawdown Purchase”) up to the amount of their respective capital commitment Capital Commitment each time the Fund Company delivers a notice (a “Drawdown Notice”). Drawdown Notices will specify (i) the amount of the Drawdown (the “Drawdown Amount”); (ii) the portion of the Drawdown Amount to be paid by such Subscriber; (iii) the estimated number of Units Class I Shares to be purchased by such Subscriber; and (iv) the date (the “Drawdown Date”) on which such Drawdown Amount is due. On the Drawdown Date, if, in connection with a per Unit share price adjustment described in Section 5.2 3(b) below, the number of Units Class I Shares to be purchased by a Subscriber differs from the amount set forth in the Drawdown Notice, the Fund Company will deliver to the Subscriber an additional notice setting forth the actual number of Units Class I Shares to be purchased by such Subscriber. Drawdown Notices will be delivered to each Subscriber at least 10 business days prior to the Drawdown Date (or shorter periods if the Adviser Advisor determines in good faith that it is necessary or appropriate to facilitate the consummation of a portfolio investment). All purchases pursuant to a Drawdown Notice will generally be made pro rata, in accordance with the remaining capital commitments Capital Commitments of all unitholders, however, certain Drawdown Purchases may be made on a non-pro rata basis by unitholders that provide capital commitments after the Fund’s initial closingShareholders. To accommodate the legal, tax, regulatory or fiscal concerns of certain prospective investors, the Fund Company may determine to allow certain investors to fully fund their capital commitment Confidential & Trade Secret Capital Commitment at one point in time, in lieu of sequential drawdowns of the commitment Commitment as described in this Section 53. No Subscriber shall be required to invest more than the total amount of its capital commitmentCapital Commitment. 5.2(b) The initial price of Class I Shares is $[•] per share on the initial Drawdown Date. For each subsequent Drawdown Date, the price per Unit share shall equal the FundCompany’s net asset value per share as of the close of the last calendar quarter preceding the applicable Drawdown Date, subject to the board of directors trustees of the Fund Company (the “Board”) or a committee thereof making a determination, no later than 48 hours (excluding Sundays and holidays) prior to the Drawdown Date or the Catch-up Date, as applicable, that the Fund Company is not selling Units Class I Shares at a price per Unit Class I Share that is below its then-current net asset value per UnitClass I Share. 5.3. (c) Each Drawdown Amount shall be payable in U.S. Dollars and in immediately available funds. Payment of a Drawdown Amount shall be made on or prior to the applicable Drawdown Date and as promptly as possible after delivery of a Drawdown Notice. The delivery of a Drawdown Notice to the Subscriber shall be the sole and exclusive condition to its irrevocable and unconditional obligation to pay the Drawdown Amount, without any right of offset, reduction, counterclaim or defense. 5.4. (d) Concurrent with any payment of all or a portion of the amount of a Drawdown Amount, the Fund Company shall issue to the Subscriber a number of Units Class I Shares equal to (i) the amount of such Drawdown Amount funded by the Subscriber on the applicable Drawdown Date divided by (ii) the price per Unit Class I Share as determined above. For the avoidance of doubt, the Fund Company shall not issue Units Class I Shares for any portion of the Subscriber’s capital commitment Capital Commitment that has not been paid to the Fund and used to purchase Units Class I Shares pursuant to one or more Drawdown Notices (the “Undrawn Capital Commitment”). (e) The Company retains the right to exclude any Subscriber from purchasing Class I Shares on any Drawdown Date if, in the Company’s reasonable discretion, there is a substantial likelihood that such Subscriber’s purchase of Class I Shares at such time would (i) result in a violation of, or noncompliance with, any law or regulation to which such Subscriber, the Company, the Advisor, PNC Steel City Advisors, LLC (the “Sub-Advisor”, and together with the Advisor, the “Advisors”), any other Subscriber or a portfolio company of the Company would be subject, (ii) subject the Company, the Advisors, or any other Subscriber or a portfolio company to any material filing requirement or regulatory requirement or material tax or withholding requirement, (iii) cause the investments of “Benefit Plan Investors” (within the meaning of Section 3(42) of the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and certain Department of Labor regulations) to be significant and the Company’s assets to be considered “plan assets” for purposes of ERISA or Section 4975 of the Code, or (iv) impair, delay or otherwise have an adverse impact on the Company’s ability to make or continue to hold an investment or require the Advisors to modify the terms of an investment in a manner materially adverse to the Company. Accordingly, the Subscriber acknowledges and agrees that the Company may, in its reasonable discretion, from time to time require Drawdown Purchases from other investors and not the Subscriber. Accordingly, Drawdown Notices may be issued to only certain investors and shareholders of the Company (including or excluding the Subscriber) from time to time and require a purchase of Class I Shares by such investors in amounts determined by the Company in its reasonable discretion. Confidential & Trade Secret (f) The Subscriber specifically agrees and consents that the Company may, at any time, without further notice to or consent from the Subscriber (except to the extent otherwise provided in this Subscription Agreement), grant security over and, in connection therewith, Transfer (as defined below) its right to draw down capital from the Subscriber pursuant to this Section 3, the Company’s right to receive the Drawdown Purchase (and any related rights of the Company), to lenders or other creditors of the Company, in connection with any indebtedness, guarantee or surety of the Company; provided, that, for the avoidance of doubt, any such grantee’s right to draw down capital shall be subject to the limitations on the Company’s right to draw down capital pursuant to this Section 3.

Drawdowns. 5.1. With respect (a) Subject to drawdowns Section 3(d), the Subscriber agrees to purchase Shares for an aggregate purchase price equal to its Capital Commitment, payable at such times and in such amounts as required by the Fund, each Company. The Subscriber will shall be required to fund drawdowns a capital contribution to purchase Units Shares (a “Drawdown Purchase”) up to the amount of their respective capital commitment each time the Fund Company delivers a notice (a the “Drawdown Notice”)) to the Subscriber. Drawdown Notices will specify (i) the amount of the Drawdown (the “Drawdown Amount”); (ii) the portion of the Drawdown Amount shall be delivered at least ten business days prior to be paid by such Subscriber; (iii) the estimated number of Units to be purchased by such Subscriber; and (iv) the date on which payment will be due (the each, a “Drawdown Date”) and shall set forth the amount, in U.S. dollars, of the aggregate purchase price (the “Drawdown Purchase Price”) to be paid by the Subscriber to purchase Shares on which such Drawdown Amount is dueDate. On the Drawdown Date, if, in connection with a per Unit price adjustment described in Section 5.2 below, the number Each purchase of Units to be purchased by a Subscriber differs from the amount set forth in the Drawdown Notice, the Fund will deliver to the Subscriber an additional notice setting forth the actual number of Units to be purchased by such Subscriber. Drawdown Notices will be delivered to each Subscriber at least 10 business days prior to the Drawdown Date (or shorter periods if the Adviser determines in good faith that it is necessary or appropriate to facilitate the consummation of a portfolio investment). All purchases Shares pursuant to a Drawdown Notice will generally be made pro rata, at a per Share price equal to the then-current net asset value per Share (“NAV per Share”) as determined in accordance with the remaining capital commitments of all unitholdersprocedures set forth in the Memorandum. However, however, certain Drawdown Purchases may be made the Company reserves the right to sell Shares at a price set above the NAV per Share based on a non-pro rata basis by unitholders that provide capital commitments after the Fund’s initial closing. To accommodate the legalvariety of factors, taxincluding, regulatory or fiscal concerns of certain prospective investorswithout limitation, the Fund may determine to allow certain investors to fully fund their capital commitment at one point in time, in lieu of sequential drawdowns total amount of the commitment as described in this Section 5Company’s organizational and other expenses. No Subscriber Investor shall be required to invest more than the total amount of its Capital Commitment. For the avoidance of doubt, any reference herein to a capital commitmentcontribution being required or a Drawdown Notice being delivered by the Company shall be deemed to include such contribution being required or Drawdown Notice being delivered by a lender or agent in respect of any Subscription Facility as described in Section 5. 5.2. For each subsequent Drawdown Date, the price per Unit shall equal the Fund’s net asset value per share as of the close of the last calendar quarter preceding the applicable Drawdown Date, subject to the board of directors of the Fund (the “Board”b) or a committee thereof making a determination, no later than 48 hours (excluding Sundays and holidays) prior to the Drawdown Date or the Catch-up Date, as applicable, that the Fund is not selling Units at a price per Unit that is below its then-current net asset value per Unit. 5.3. Each Drawdown Amount Purchase Price shall be payable payable, in U.S. Dollars dollars and in immediately available fundsfunds per the wire transfer instructions set forth in such Drawdown Notice. Payment of a Drawdown Amount shall be made on or prior In addition to the applicable wire transfer instructions, each Drawdown Date Notice shall set forth (i) the Drawdown Date, (ii) the aggregate amount of capital that is being drawn down from all Stockholders and as promptly as possible after delivery (iii) the Subscriber’s share of a Drawdown Noticecapital drawn. The delivery of a Drawdown Notice to the Subscriber shall be the sole and exclusive condition to its the Subscriber’s irrevocable and unconditional obligation to pay such Drawdown Purchase Price in the Drawdown Amountamount set forth therein, without any right of offset, reduction, counterclaim or defense. 5.4. (c) Concurrent with any payment of all or a portion of the amount of a Drawdown AmountPurchase Price, the Fund Company shall issue to the Subscriber a number of Units Shares equal to (i) the amount of such the Drawdown Amount Purchase Price funded by the Subscriber on the applicable Drawdown Date divided by (ii) the price NAV per Unit Share as determined aboveof such Drawdown Date. For the avoidance of doubt, the Fund Company shall not issue Units Shares for any portion of the Subscriber’s capital commitment Capital Commitment that has not been paid to the Fund Company and used to purchase Units Shares pursuant to one or more Drawdown Notices (the “Undrawn Capital Commitment”).

Drawdowns. 5.1. With respect (a) Subject to drawdowns the provisions of this Section 5, the Purchaser agrees to purchase Shares for an aggregate purchase price equal to its Capital Commitment, payable at such times and in such amounts as required by the Fund, each Subscriber will . The Purchaser shall be required to fund drawdowns a capital contribution to purchase Units Shares (a “Drawdown Purchase”) up to the amount of their respective capital commitment each time the Fund delivers a notice (a the “Drawdown Notice”)) to the Purchaser. Drawdown Notices will specify (i) the amount of the Drawdown (the “Drawdown Amount”); (ii) the portion of the Drawdown Amount to be paid by such Subscriber; (iii) the estimated number of Units to be purchased by such Subscriber; and (iv) the date (the “Drawdown Date”) on which such Drawdown Amount is due. On the Drawdown Date, if, in connection with a per Unit price adjustment described in Section 5.2 below, the number of Units to be purchased by a Subscriber differs from the amount set forth in the Drawdown Notice, the Fund will deliver to the Subscriber an additional notice setting forth the actual number of Units to be purchased by such Subscriber. Drawdown Notices will shall be delivered to each Subscriber at least 10 three business days prior to the date on which payment will be due (each, a “Drawdown Date”), which notice period may be waived with respect to any Drawdown Date by the Purchaser in writing, and shall set forth the amount, in U.S. dollars, of the aggregate purchase price (the “Drawdown Purchase Price”) to be paid by the Purchaser to purchase Shares on such Drawdown Date. The per Share price for the purchase of Shares on a Drawdown Date (or shorter periods if the Adviser determines in good faith that it is necessary or appropriate “Per Share Price”) shall be equal to facilitate (i) prior to the consummation of Fund’s election to be regulated as a portfolio investmentbusiness development company under the 1940 Act (the “BDC Election”). All purchases pursuant , $25.00 per Share, and (ii) upon and after the BDC Election, a per Share price equal to a Drawdown Notice will generally be made pro rata, the then-current net asset value per Share (“NAV per Share”) as determined in accordance with the remaining capital commitments of all unitholdersFund’s valuation procedures. However, however, certain Drawdown Purchases may be made the Fund reserves the right to sell Shares at a price set above the NAV per Share based on a non-pro rata basis by unitholders that provide capital commitments after variety of factors, including, without limitation, the total amount of the Fund’s initial closing. To accommodate the legal, tax, regulatory or fiscal concerns of certain prospective investors, the Fund may determine to allow certain investors to fully fund their capital commitment at one point in time, in lieu of sequential drawdowns of the commitment as described in this Section 5organizational and other expenses. No Subscriber Investor shall be required to invest more than the total amount of its capital commitmentCapital Commitment. 5.2. For each subsequent Drawdown Date, the price per Unit shall equal the Fund’s net asset value per share as of the close of the last calendar quarter preceding the applicable Drawdown Date, subject to the board of directors of the Fund (the “Board”b) or a committee thereof making a determination, no later than 48 hours (excluding Sundays and holidays) prior to the Drawdown Date or the Catch-up Date, as applicable, that the Fund is not selling Units at a price per Unit that is below its then-current net asset value per Unit. 5.3. Each Drawdown Amount Purchase Price shall be payable payable, in U.S. Dollars dollars and in immediately available fundsfunds per the wire transfer instructions set forth in such Drawdown Notice. Payment of a Drawdown Amount shall be made on or prior In addition to the applicable wire transfer instructions, each Drawdown Date Notice shall set forth (i) the Drawdown Date, (ii) the aggregate amount of capital that is being drawn down from all Investors and as promptly as possible after delivery (iii) the Purchaser’s share of a Drawdown Noticecapital drawn. The delivery of a Drawdown Notice to the Subscriber Purchaser shall be the sole and exclusive condition to its the Purchaser’s irrevocable and unconditional obligation to pay such Drawdown Purchase Price in the Drawdown Amountamount set forth therein, without any right of offset, reduction, counterclaim or defense. 5.4. (c) Concurrent with any payment of all or a portion of the amount of a Drawdown AmountPurchase Price, the Fund shall issue to the Subscriber Purchaser a number of Units Shares equal to (i) the amount of such the Drawdown Amount Purchase Price funded by the Subscriber on the applicable Drawdown Date divided by (ii) the price per Unit Per Share Price as determined aboveof such Drawdown Date. For the avoidance of doubt, the Fund shall not issue Units Shares to the Purchaser for any portion of the SubscriberPurchaser’s capital commitment Capital Commitment that has not been paid to the Fund and used to purchase Units Shares pursuant to one or more Drawdown Notices (the “Undrawn Capital Commitment”). (d) The Purchaser acknowledges and agrees that the Fund intends to request contributions from all Investors with an Undrawn Capital Commitment pro rata in accordance with the Capital Commitments of all Investors with Undrawn Capital Commitments; provided that the Fund shall retain the right, if determined by the Fund in its sole discretion, to require the Purchaser (i) to fund a Drawdown Purchase Price that is more or less than its pro rata share or (ii) to fund a Drawdown Purchase Price but not require Other Investors to do so to seek to equalize the percentage of the Purchaser’s total Capital Commitment that has been contributed to the Fund relative to the capital contributions of Other Investors or for regulatory, tax or other similar basis for distinguishing among Investors, including compliance with an Investor’s internal investment guidelines. The Purchaser acknowledges and agrees that the Fund may, if determined by the Fund in its sole discretion, from time to time require capital contributions from Other Investors and not the Purchaser or vice versa. Accordingly, Drawdown Notices may be issued only to selected investors and Shareholders (including or excluding the Purchaser) from time to time and require a purchase of Shares by such Investors in amounts determined by the Fund in its sole discretion.

Drawdowns. 5.1. With respect (a) Subject to drawdowns the provisions of this Section 5, the Purchaser agrees to purchase Shares for an aggregate purchase price equal to its Capital Commitment, payable at such times and in such amounts as required by the Fund, each Subscriber will . The Purchaser shall be required to fund drawdowns a capital contribution to purchase Units Shares (a “Drawdown Purchase”) up to the amount of their respective capital commitment each time the Fund delivers a notice (a the “Drawdown Notice”)) to the Purchaser. Drawdown Notices will specify (i) the amount of the Drawdown (the “Drawdown Amount”); (ii) the portion of the Drawdown Amount to be paid by such Subscriber; (iii) the estimated number of Units to be purchased by such Subscriber; and (iv) the date (the “Drawdown Date”) on which such Drawdown Amount is due. On the Drawdown Date, if, in connection with a per Unit price adjustment described in Section 5.2 below, the number of Units to be purchased by a Subscriber differs from the amount set forth in the Drawdown Notice, the Fund will deliver to the Subscriber an additional notice setting forth the actual number of Units to be purchased by such Subscriber. Drawdown Notices will shall be delivered to each Subscriber at least 10 three business days prior to the date on which payment will be due (each, a “Drawdown Date”), which notice period may be waived with respect to any Drawdown Date by the Purchaser in writing, and shall set forth the amount, in U.S. dollars, of the aggregate purchase price (the “Drawdown Purchase Price”) to be paid by the Purchaser to purchase Shares on such Drawdown Date. The per Share price for the purchase of Shares on a Drawdown Date (or shorter periods if the Adviser determines in good faith that it is necessary or appropriate to facilitate the consummation of a portfolio investment). All purchases pursuant “Per Share Price”) shall be equal to a Drawdown Notice will generally be made pro rata, per Share price equal to the then-current net asset value per Share (“NAV per Share”) as determined in accordance with the remaining capital commitments of all unitholdersAdviser’s valuation procedures. However, however, certain Drawdown Purchases may be made the Fund reserves the right to sell Shares at a price set above the NAV per Share based on a non-pro rata basis by unitholders that provide capital commitments after variety of factors, including, without limitation, to account for an Investor’s allocable portion of the Fund’s initial closing. To accommodate the legaloffering, tax, regulatory or fiscal concerns of certain prospective investors, the Fund may determine to allow certain investors to fully fund their capital commitment at one point in time, in lieu of sequential drawdowns of the commitment as described in this Section 5organizational and other expenses. No Subscriber Investor shall be required to invest more than the total amount of its capital commitmentCapital Commitment. 5.2. For each subsequent Drawdown Date, the price per Unit shall equal the Fund’s net asset value per share as of the close of the last calendar quarter preceding the applicable Drawdown Date, subject to the board of directors of the Fund (the “Board”b) or a committee thereof making a determination, no later than 48 hours (excluding Sundays and holidays) prior to the Drawdown Date or the Catch-up Date, as applicable, that the Fund is not selling Units at a price per Unit that is below its then-current net asset value per Unit. 5.3. Each Drawdown Amount Purchase Price shall be payable payable, in U.S. Dollars dollars and in immediately available fundsfunds per the wire transfer instructions set forth in such Drawdown Notice. Payment of a Drawdown Amount shall be made on or prior In addition to the applicable wire transfer instructions, each Drawdown Date Notice shall set forth (i) the Drawdown Date, (ii) the aggregate amount of capital that is being drawn from all Investors and as promptly as possible after delivery (iii) the Purchaser’s share of a Drawdown Noticethe capital being drawn. The delivery of a Drawdown Notice to the Subscriber Purchaser shall be the sole and exclusive condition to its the Purchaser’s irrevocable and unconditional obligation to pay such Drawdown Purchase Price in the Drawdown Amountamount set forth therein, without any right of offset, reduction, counterclaim or defense. 5.4. (c) Concurrent with any payment of all or a portion of the amount of a Drawdown AmountPurchase Price, the Fund shall issue to the Subscriber Purchaser a number of Units Shares equal to (i) the amount of such the Drawdown Amount Purchase Price funded by the Subscriber Purchaser on the applicable Drawdown Date divided by (ii) the price per Unit Per Share Price as determined aboveof such Drawdown Date. For the avoidance of doubt, the Fund shall not issue Units Shares to the Purchaser for any portion of the SubscriberPurchaser’s capital commitment Capital Commitment that has not been paid to the Fund and used to purchase Units Shares pursuant to one or more Drawdown Notices (the “Undrawn Capital Commitment”). (d) The Purchaser acknowledges and agrees that the Fund intends to request contributions from all Investors with an Undrawn Capital Commitment pro rata in accordance with the Capital Commitments of all Investors with Undrawn Capital Commitments; provided that the Fund shall retain the right, if determined by the Fund in its sole discretion, to require the Purchaser (i) to fund a Drawdown Purchase Price that is more or less than its pro rata share or (ii) to fund a Drawdown Purchase Price but not require Other Investors to do so to seek to equalize the percentage of the Purchaser’s total Capital Commitment that has been contributed to the Fund relative to the capital contributions of Other Investors or for regulatory, tax or other similar basis for distinguishing among Investors, including compliance with an Investor’s internal investment guidelines. The Purchaser acknowledges and agrees that the Fund may, if determined by the Fund in its sole discretion, from time to time require capital contributions from Other Investors and not the Purchaser or vice versa. Accordingly, Drawdown Notices may be issued only to selected investors and Shareholders (including or excluding the Purchaser) from time to time and require a purchase of Shares by such Investors in amounts determined by the Fund in its sole discretion. (e) The Fund may enter into Other Subscription Agreements with Other Investors after the Closing, with any closing thereunder referred to as a “Subsequent Closing” and any Other Investor whose subscription has been accepted at such Subsequent Closing referred to as a “Subsequent Investor.” On one or more dates to be determined by the Fund that occur on or following the Subsequent Closing (each such date, a “Catch-Up Date”), each Subsequent Investor which enters into a Capital Commitment with the Fund may be required, in the Fund’s sole discretion, to purchase from the Fund a number of Shares with an aggregate purchase price necessary to ensure that, upon payment of the aggregate purchase price for such Shares by the Subsequent Investor on such Catch-Up Date(s), such Subsequent Investor’s Invested Percentage (as defined below) shall be equal to the Invested Percentage of all prior Investors which have entered into Capital Commitments with the Fund (other than any defaulting Investor) (such amount, the “Catch-Up Purchase Price” and such purchase, the “Catch-up Purchase”). Upon payment of all or a portion of the Catch-Up Purchase Price by such an Investor on a Catch-Up Date, the Fund shall issue to each such Subsequent Investor a number of Shares equal to the portion of the Catch-Up Purchase Price paid divided by the then-current transaction price per Share as of such Catch-Up Date, determined in accordance with the provisions of Section 5(c). Investors that make a Capital Commitment prior to any Subsequent Closing will not be required to fund Drawdown Purchases on a Drawdown Date until all Subsequent Investors have made their entire Catch-up Purchase. For the avoidance of doubt, in the event that the Catch-Up Date and a Drawdown Date occur on the same calendar day, such Catch-Up Date and the application of the provisions of this Section 5(e) shall be deemed to have occurred immediately prior to the relevant Drawdown Date. “Invested Percentage” means, with respect to an Investor, the quotient determined by dividing (i) the aggregate amount of contributions made by such Investor by (ii) such Investor’s Capital Commitment.

Drawdowns. 5.1(a) At any time and from time to time following the date hereof and subject to the terms and conditions set forth herein, including (without limitation) those set forth in Paragraph 2(c) and Paragraph 3 hereof, Northshore may require Kenmare to purchase Common Shares (each such purchase, a “Drawdown”), at a purchase price of US$1,000 per share (as such price may be adjusted for any stock splits, subdivisions, combinations, recapitalizations and the like, including any of the foregoing effected by means of a merger or similar transaction) in satisfaction of part or all of the unpaid portion of Kenmare’s Total Subscription Commitment. With respect to drawdowns by the Fundany Drawdown, each Subscriber will be required to fund drawdowns to purchase Units (a “Drawdown Purchase”) up to Northshore shall cause the amount of their respective capital commitment each time Trident’s and Kenmare’s portion of the Fund delivers Drawdown to be an amount equal to Trident’s or Kenmare’s Pro Rata Percentage (as set forth on Schedule A attached hereto) multiplied by the aggregate amount of the Drawdown. Northshore shall exercise its rights pursuant to this Paragraph 2 by delivering to Kenmare a written notice (a “Drawdown Notice”). Drawdown Notices will specify ) no later than five (i5) Business Days (as defined below) preceding the amount closing date of the Drawdown (the “Drawdown AmountDate”). The Drawdown Notice shall make reference to Kenmare’s obligations hereunder and shall set forth: (i) the number of Common Shares required to be purchased by Kenmare; (ii) the portion terms and conditions of the Drawdown Amount purchase (which shall not alter the terms and conditions set forth in this Agreement), including the aggregate number of Common Shares to be paid purchased by such SubscriberTrident and Kenmare; (iii) the estimated number of Units to be purchased by such Subscriberwire transfer instructions; and (iv) the date (the “Drawdown Date”. The Drawdown Notice shall be delivered to Kenmare in the manner provided in Paragraph 14 hereof. (b) After receipt of a Drawdown Notice pursuant to ▇▇▇▇▇▇▇▇▇ ▇(▇), ▇▇▇▇▇▇▇ shall purchase on which the Drawdown Date, at a purchase price of US$1,000 per share (as such price may be adjusted for any stock splits, subdivisions, combinations, recapitalizations and the like, including any of the foregoing effected by means of a merger or similar transaction), that number of Common Shares as is stated in the Drawdown Notice delivered to Kenmare. Subject to the terms and conditions of this Agreement, and in reliance upon the representations and warranties contained herein, Kenmare shall deliver to Northshore consideration for such Drawdown Amount is dueno later than 11:00 a.m. Eastern time on the Drawdown Date by wire transfer of immediately available funds to the account designated by Northshore in accordance with the wire transfer instructions set forth in the Drawdown Notice relating to such Drawdown. On the Drawdown Date, ifupon the receipt by Northshore of Kenmare’s full consideration for such Drawdown, Northshore shall issue and deliver (or, if the Common Shares are uncertificated, record on the books of Northshore) a new, duly executed certificate or duly executed certificates to Kenmare evidencing that number of Common Shares issued to Kenmare pursuant to such Drawdown. (c) Northshore may require a Drawdown only in connection with a per Unit price adjustment described in Section 5.2 below, the number of Units to be purchased by a Subscriber differs from the amount set forth in the Drawdown Notice, the Fund will deliver to the Subscriber an additional notice setting forth the actual number of Units to be purchased by such Subscriber. Drawdown Notices will be delivered to each Subscriber at least 10 business days prior to the Drawdown Date (or shorter periods if the Adviser determines in good faith that it is necessary or appropriate to facilitate the consummation of a portfolio investment)the transactions contemplated by the Purchase Agreements. All purchases pursuant to a Drawdown Notice will generally be made pro rata, In no event shall the sum of the portion of all Drawdowns funded by Kenmare in accordance with the remaining capital commitments of this Agreement exceed Kenmare’s Total Subscription Commitment. (d) Kenmare’s obligation to purchase Common Shares and its obligation to fund all unitholders, however, certain Drawdown Purchases may be made on a non-pro rata basis by unitholders that provide capital commitments after the Fund’s initial closing. To accommodate the legal, tax, regulatory or fiscal concerns of certain prospective investors, the Fund may determine to allow certain investors to fully fund their capital commitment at one point in time, in lieu of sequential drawdowns of the commitment as described in this Section 5. No Subscriber shall be required to invest more than the total amount any portion of its capital commitment. 5.2. For each subsequent Drawdown Date, unfunded Total Subscription Commitment shall expire on the price per Unit shall equal the Fund’s net asset value per share as earliest of the close of the last calendar quarter preceding the applicable Drawdown Date, subject to the board of directors of the Fund (the “Board”) or a committee thereof making a determination, no later than 48 hours (excluding Sundays and holidays) prior to the Drawdown Date or the Catch-up Date, as applicable, that the Fund is not selling Units at a price per Unit that is below its then-current net asset value per Unit. 5.3. Each Drawdown Amount shall be payable in U.S. Dollars and in immediately available funds. Payment of a Drawdown Amount shall be made on or prior to the applicable Drawdown Date and as promptly as possible after delivery of a Drawdown Notice. The delivery of a Drawdown Notice to the Subscriber shall be the sole and exclusive condition to its irrevocable and unconditional obligation to pay the Drawdown Amount, without any right of offset, reduction, counterclaim or defense. 5.4. Concurrent with any payment of all or a portion of the amount of a Drawdown Amount, the Fund shall issue to the Subscriber a number of Units equal to (i) the amount written agreement of such Drawdown Amount funded by the Subscriber on the applicable Drawdown Date divided by each of Kenmare and Trident; and (ii) the price per Unit as determined abovevalid termination of each of the Purchase Agreements in accordance with its terms. For the avoidance Upon expiration of doubtKenmare’s obligations, the Fund this Agreement shall terminate and Kenmare shall not issue Units for have any portion further obligations or liabilities hereunder. (e) The closing of the Subscriber’s capital commitment that has not been paid issuance, sale and purchase by Kenmare of the Common Shares in each Drawdown shall take place at the offices of Northshore, or remotely via the electronic or other exchange of documents and signature pages, contemporaneously with the closing of the issuance, sale and purchase by Trident of the Common Shares in each Drawdown, or at such other place or such other date as agreed to by the Fund and used to purchase Units pursuant to one or more Drawdown Notices (the “Undrawn Commitment”)parties hereto.

Drawdowns. 5.1. With respect Upon the terms and subject to drawdowns by the Fundconditions set forth in this Article 3, the Company may, from time to time, require each Subscriber will be required to fund drawdowns of the Investor Stockholders to purchase Units from the Company additional Common Stock (and, to the extent such purchase of additional Common Stock (in whole or any part) would cause an Investor Stockholder to own an amount of voting Company Securities that would exceed such Investor Stockholder’s Maximum Voting Percentage, Preferred Stock in lieu of the amount of Common Stock in excess thereof (in exchange on a “Drawdown Purchase”one-to-one basis)) up to the number of shares of Common Stock (and, if applicable, Preferred Stock) represented by each Investor Stockholder’s Maximum Dollar Investment, not to exceed each Investor Stockholder’s Maximum Committed Percentage and Maximum Voting Percentage (each such required purchase, a “Drawdown”), subject to a majority vote by the Board and the Executive Committee of the Board. Drawdowns will be used to support the Company’s growth strategies, including Acquisition Transactions and organic growth, and to ensure the Company is “well capitalized” under any capital adequacy guidelines of any Regulatory Authority that are applicable to the Company and to ensure that the Bank is “well capitalized” for purposes of the prompt corrective action regulations of the Office of the Comptroller of the Currency (12 C.F.R. §6.1 et seq.) or any successor regulation. All Drawdowns shall be pro rata among the Investor Stockholders, subject to, and allocated in accordance with, the preemptive rights set forth in Section 5.04. (a) During the Capital Raising Period, the Company may effect a Drawdown by delivering to the Investor Stockholders a written notice and setting forth with respect to such Drawdown (i) the aggregate amount to be funded (which aggregate amount shall be no less than $10,000,000 for each Drawdown), (ii) the amount to be funded by each Investor Stockholder and the Purchase Price (as hereinafter defined), (iii) the amount of their respective capital commitment Common Stock (and, if applicable, Preferred Stock), determined pursuant to Section 5.04, to be purchased by each time Investor Stockholder pursuant to the Fund delivers a notice Investment Agreement and (iv) the date on which the Drawdown Closing (as defined below) is set to take place (which date shall not be less than 10 Business Days after the date of such notice) (each such notice, a “Drawdown Notice”). Drawdown Notices will specify . (ib) At the amount closing of the a Drawdown (the a “Drawdown AmountClosing”); (ii) the portion of the Drawdown Amount to be paid by such Subscriber; (iii) the estimated number of Units to be purchased by such Subscriber; and (iv) the date (the “Drawdown Date”) on which such Drawdown Amount is due. On the Drawdown Date, if, in connection with a per Unit price adjustment described in Section 5.2 below, the number of Units to be purchased by a Subscriber differs from the amount set forth in the Drawdown Notice, the Fund will deliver to the Subscriber an additional notice setting forth the actual number of Units to be purchased by such Subscriber. Drawdown Notices will be delivered to each Subscriber at least 10 business days prior to the Drawdown Date (or shorter periods if the Adviser determines in good faith that it is necessary or appropriate to facilitate the consummation of a portfolio investment). All purchases pursuant to a Drawdown Notice will generally be made pro rata, in accordance with the remaining capital commitments of all unitholders, however, certain Drawdown Purchases may be made on a non-pro rata basis by unitholders that provide capital commitments after the Fund’s initial closing. To accommodate the legal, tax, regulatory or fiscal concerns of certain prospective investors, the Fund may determine to allow certain investors to fully fund their capital commitment at one point in time, in lieu of sequential drawdowns of the commitment as described in this Section 5. No Subscriber shall be required to invest more than the total amount of its capital commitment. 5.2. For each subsequent Drawdown Date, the price per Unit shall equal the Fund’s net asset value per share as of the close of the last calendar quarter preceding the applicable Drawdown Date, subject to the board of directors of the Fund (the “Board”) or a committee thereof making a determination, no later than 48 hours (excluding Sundays and holidays) prior to the Drawdown Date or the Catch-up Date, as applicable, that the Fund is not selling Units at a price per Unit that is below its then-current net asset value per Unit. 5.3. Each Drawdown Amount shall be payable in U.S. Dollars and in immediately available funds. Payment of a Drawdown Amount shall be made on or prior to the applicable Drawdown Date and as promptly as possible after delivery of a Drawdown Notice. The delivery of a Drawdown Notice to the Subscriber shall be the sole and exclusive condition to its irrevocable and unconditional obligation to pay the Drawdown Amount, without any right of offset, reduction, counterclaim or defense. 5.4. Concurrent with any payment of all or a portion of the amount of a Drawdown AmountSection 5.04, the Fund Company shall issue to the Subscriber each Investor Stockholder entitled to Common Stock (and, if applicable, Preferred Stock) a number of Units Shares and/or shares of Preferred Stock representing an amount equal to (i) the amount of funds drawn down from such Drawdown Amount funded by the Subscriber on the applicable Drawdown Date Investor Stockholder pursuant to such Drawdown, divided by (ii) the price per Unit as determined abovePurchase Price. For During the avoidance of doubtCapital Raising Period, the Fund “Purchase Price” shall not issue Units for any portion be (A) $5.00 during the twenty-four (24) month period following April 29, 2011, and (B) “TBV” during the period following such twenty-four (24) month period. “TBV” shall mean (i) the Company’s total equity minus its goodwill and intangible assets divided by (ii) the total number of shares of Common Stock outstanding on a Fully-Diluted basis. In determining TBV, the calculations shall be determined by (i) reference to the Company’s most recently filed report with the SEC or the Office of the Subscriber’s Comptroller of the Currency (“OCC”), or (ii) if the Company is not an SEC or OCC reporting company, as calculated in good faith by the Company and approved by the Board, in each case as of the date of, and as set forth in, the applicable Drawdown Notice. In consideration for such Common Stock (and, if applicable, Preferred Stock), at each Drawdown Closing each Investor Stockholder shall make a capital commitment that has not been paid contribution in cash to the Fund and used to purchase Units pursuant to one or more Drawdown Notices (Company in the “Undrawn Commitment”)amount of such funds.