Common use of Drawdowns Clause in Contracts

Drawdowns. (a) With respect to drawdowns by the Company, each Subscriber will be required to fund drawdowns to purchase Shares (a “Drawdown Purchase”) up to the amount of their respective Capital Commitment each time the 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 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 share price adjustment described in paragraph 4(b) below, the number of Shares to be purchased by a Subscriber differs from the amount set forth in the Drawdown Notice, the Company will deliver to the Subscriber an additional notice setting forth the actual number of Shares to be purchased by such Subscriber. Drawdown Notices will be delivered to each Subscriber at least seven business days prior to the Drawdown Date. All purchases pursuant to a Drawdown Notice will generally be made pro rata, in accordance with the remaining Capital Commitments of all Subscriber. To accommodate the legal, tax, regulatory or fiscal concerns of certain prospective investors, the Company may determine to allow certain investors to fully fund their Capital Commitment at one point in time, in lieu of sequential drawdowns of the Capital Commitment as described in this Section 4. No Subscriber shall be required to invest more than the total amount of its Capital Commitment. (b) The initial price of Shares is $20.00 per share on the initial Drawdown Date. For each subsequent Drawdown Date, the price per share shall equal the Company’s net asset value per share as of the close of the last calendar quarter preceding the applicable Drawdown Date, subject to the Company’s Board of 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 Company is not selling Shares at a price per Share that is below its then-current net asset value per Share. (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. (d) Concurrent with any payment of all or a portion of the amount of a Drawdown Amount, the Company shall issue to the Subscriber a number of 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 Share as determined above. For the avoidance of doubt, the Company shall not issue Shares for any portion of the Subscriber’s Capital Commitment that has not been paid to the Company and used to purchase 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. (a) With respect A Member will purchase Units for an aggregate purchase price equal to drawdowns its Commitment, payable at such times and in such amounts as required by the Company, each Subscriber will . A Member shall be required to fund drawdowns a capital contribution to purchase Shares Units (a “Drawdown Purchase”) up to the amount of their respective Capital Commitment each time the Company delivers a notice (a the “Drawdown Notice”)) to such Member. Drawdown Notices shall be delivered to the individual(s) designated by each Member electronically at least seven Business Days (measured from the date the Company sends the applicable notice, rather than the date such notice is received) prior to the date on which payment will specify be due (ieach, a “Drawdown Date”) 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) the estimated number of Shares Member to be purchased by purchase Units on such Subscriber; and (iv) the date (the “Drawdown Date”) on which such . A Drawdown Amount is due. On Notice may be rescinded or postponed by the Company by prompt written notice but no later than the relevant Drawdown Date. In the case of a postponement to a specified future date, if, in connection with a per share price adjustment described in paragraph 4(b) below, such notice shall restate the number of Shares to be purchased by a Subscriber differs from the amount set forth information contained in the original Drawdown Notice, the Company will deliver to the Subscriber an additional notice setting forth the actual number of Shares to be purchased by such Subscriberindicating any material changes. Drawdown Notices will be delivered to each Subscriber at least seven business days prior to the Drawdown Date. All purchases pursuant to a Drawdown Notice Purchases will generally be made pro rata, in accordance with the remaining Capital Undrawn Commitments of all SubscriberMembers. To accommodate the legal, tax, regulatory or fiscal concerns of certain prospective investorsHowever, the Company may determine to allow certain investors to fully fund their Capital Commitment at one point in time, in lieu of sequential drawdowns of the Capital Commitment as described in this Section 4. No Subscriber shall be required to invest more than the total amount of its Capital Commitment. (b) The initial price of Shares is $20.00 per share on the initial Drawdown Date. For each subsequent Drawdown Date, the price per share shall equal the Company’s net asset value per share as of the close of the last calendar quarter preceding the applicable Drawdown Date, subject to the Company’s Board of 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 Company is not selling Shares at a price per Share that is below its then-current net asset value per Share. (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. (d) Concurrent with any payment of all or a portion of the amount of a Drawdown Amount, the Company shall issue to the Subscriber a number of 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 Share as determined above. For the avoidance of doubt, the Company shall not issue Shares for any portion of the Subscriber’s Capital Commitment that has not been paid to the Company and used to purchase Shares pursuant to one or more Drawdown Notices (the “Undrawn Capital Commitment”). (e) The Company retains the right at its discretion to exclude any Subscriber from purchasing Shares call Drawdown Purchases on any Drawdown Date if, in a non-pro rata basis so that 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 assets 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 will not be considered “plan assets” for purposes of under ERISA or Section 4975 of the CodePlan Asset Regulations, or (iv) impairas otherwise necessary or desirable in order to comply with ERISA or any other applicable legal, delay regulatory, tax 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 Companysimilar regimes. AccordinglyFurthermore, the Subscriber acknowledges and agrees that the Company may, in its reasonable discretion, from time to time require certain Drawdown Purchases from other investors and not the Subscriber. Accordingly, Drawdown Notices may be issued to only certain investors and stockholders of made on a non-pro rata basis by Members that provide Commitments after 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) Initial Closing. 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)Price will be at least equal to net asset value, to lenders or other creditors of the CompanyNAV, 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 per Unit 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 limitations under any bankruptcy or insolvency law, including Section 365 23 of the U.S. Bankruptcy Code; provided that 1940 Act (which generally prohibits the Company from selling Units at a price below the then-current NAV as determined within 48 hours, excluding Sundays and holidays, of 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 termssale, 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”certain exceptions), 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. (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 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 Cash Subscription Commitment. With respect to drawdowns by the Companyany Drawdown, each Subscriber will be required to fund drawdowns to purchase Shares (a “Drawdown Purchase”) up to Bayshore shall cause the amount of their respective Capital Commitment each time Trident’s and Kenmare’s portion of the Company delivers Drawdown to be an amount equal to Trident’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 Kenmare 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”). 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 to be paid by such Subscriber; purchase (iii) which shall not alter the estimated terms and conditions set forth in this Agreement), including the aggregate number of Common Shares to be purchased by such SubscriberTrident and Kenmare; (iii) wire transfer instructions; and (iv) the date (the “Drawdown Date”) on which such . The Drawdown Amount is due. On the Drawdown Date, if, in connection with a per share price adjustment described in paragraph 4(b) below, the number of Shares to be purchased by a Subscriber differs from the amount set forth in the Drawdown Notice, the Company will deliver to the Subscriber an additional notice setting forth the actual number of Shares to be purchased by such Subscriber. Drawdown Notices will Notice shall be delivered to each Subscriber at least seven business days prior to Kenmare in the Drawdown Date. All purchases pursuant to a Drawdown Notice will generally be made pro rata, manner provided in accordance with the remaining Capital Commitments of all Subscriber. To accommodate the legal, tax, regulatory or fiscal concerns of certain prospective investors, the Company may determine to allow certain investors to fully fund their Capital Commitment at one point in time, in lieu of sequential drawdowns of the Capital Commitment as described in this Section 4. No Subscriber shall be required to invest more than the total amount of its Capital CommitmentParagraph 14 hereof. (b) The initial price of Shares is $20.00 per share on the initial Drawdown Date. For each subsequent Drawdown Date, the price per share shall equal the Company’s net asset value per share as of the close of the last calendar quarter preceding the applicable Drawdown Date, subject to the Company’s Board of 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 Company is not selling Shares at a price per Share that is below its then-current net asset value per Share. (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 After receipt of a Drawdown Notice pursuant to Xxxxxxxxx 0(x), Xxxxxxx shall purchase on 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 Subscriber terms and conditions of this Agreement, and in reliance upon the representations and warranties contained herein, Kenmare shall be the sole and exclusive condition deliver to its irrevocable and unconditional obligation to pay Bayshore consideration for such Drawdown no later than 11:00 a.m. Eastern time on the Drawdown Amount, without any right of offset, reduction, counterclaim or defense. (d) Concurrent with any payment of all or a portion of the amount of a Drawdown Amount, the Company shall issue to the Subscriber a number of 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 Share as determined above. For the avoidance of doubt, the Company shall not issue Shares for any portion of the Subscriber’s Capital Commitment that has not been paid to the Company and used to purchase 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 the account established designated by Bayshore in accordance with the wire transfer instructions set forth in the Drawdown Notice relating to such Drawdown. On the Drawdown Date, upon the receipt by Bayshore of Kenmare’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 Kenmare evidencing that number of Common Shares issued to Kenmare pursuant to such Drawdown. The parties acknowledge that upon the issuance of the Enstar Shares as the stock component of the Torus purchase price pursuant to the Torus Purchase Agreement, Bayshore will 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 Kenmare evidencing that number of Common Shares such that following such issuance, and the issuances associated with the cash investments by Trident and Kenmare, Kenmare shall own 60% of Bayshore’s outstanding Common Shares and Trident shall own 40% of such outstanding Common Shares. (c) Bayshore may require a Drawdown only in connection with the consummation of the transactions contemplated by the Company which Torus Purchase Agreement. In no event shall the Company may also pledge to any Lender for the benefit sum of the Lender to secure portion of 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 Drawdowns funded 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 Kenmare in accordance with this Section 4(gAgreement exceed Kenmare’s Total Cash Subscription Commitment. (d) Kenmare’s obligation to purchase Common Shares and its obligation to fund all or any portion of its unfunded Total Cash Subscription Commitment shall be treated expire on the earliest of (i) the written agreement of each of Kenmare and Trident; and (ii) the valid termination of the Torus Purchase Agreement in accordance with its terms and with no liability to Enstar or its Affiliates thereunder. Upon expiration of Kenmare’s obligations, this Agreement shall terminate and Kenmare shall not have any further obligations or liabilities hereunder. (e) The closing of the issuance, sale and purchase by Kenmare 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 Trident of the Common Shares in each Drawdown, or at such other place or such other date as if such payments had been made directly agreed 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 treatmentparties hereto.

Drawdowns. (a) With respect On the Initial Drawing Date, the Lender credited the Initial Draw, in immediately available funds, to drawdowns by or at the Company, each Subscriber will be required to fund drawdowns to purchase Shares (a “Drawdown Purchase”) up to the amount of their respective Capital Commitment each time the Company delivers a notice (a “Drawdown Notice”). Drawdown Notices will specify (i) the amount direction of the Drawdown (the “Drawdown Amount”); (ii) the portion of the Drawdown Amount to be paid by such Subscriber; (iii) the estimated number of 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 share price adjustment described in paragraph 4(b) below, the number of Shares to be purchased by a Subscriber differs from the amount set forth in the Drawdown Notice, the Company will deliver to the Subscriber an additional notice setting forth the actual number of Shares to be purchased by such Subscriber. Drawdown Notices will be delivered to each Subscriber at least seven business days prior to the Drawdown Date. All purchases pursuant to a Drawdown Notice will generally be made pro rata, in accordance with the remaining Capital Commitments of all Subscriber. To accommodate the legal, tax, regulatory or fiscal concerns of certain prospective investors, the Company may determine to allow certain investors to fully fund their Capital Commitment at one point in time, in lieu of sequential drawdowns of the Capital Commitment as described in this Section 4. No Subscriber shall be required to invest more than the total amount of its Capital CommitmentBorrower. (b) The initial price of Shares is $20.00 per share on Prior to the initial Drawdown Date. For each subsequent Drawdown Initial Drawing Date, the price per share shall equal Lender credited $4,000,000 (the Company’s net asset value per share "PRIOR AMOUNT") in immediately available funds, to or at the direction of the Borrower. The Borrower, as of the close Initial Drawing Date, owed the Lender $2,811 in accrued interest on the Prior Amount (the "PRIOR INTEREST"). On the Initial Drawing Date, the Prior Amount and the Prior Interest were deemed thereafter to be a portion of the last calendar quarter preceding outstanding principal amount of the applicable Drawdown DateLoan hereunder. As of the date hereof, subject to the Company’s Board Outstanding Balance of Directors or a committee thereof making a determination, no later than 48 hours the Loan is $35,002,811 (excluding Sundays and holidays) prior to which amount does not include accrued but unpaid interest as of the Drawdown Date or the Catch-up Date, as applicable, that the Company is not selling Shares at a price per Share that is below its then-current net asset value per Sharedate hereof). (c) Each Drawdown Amount During the Revolving Credit Period, the Borrower may, from time to time, select any date to be a successive Drawing Date by notice (the "NOTICE OF BORROWING") given to the Lender not later than the fifth Business Day preceding the successive Drawing Date so designated. In the Notice of Borrowing, the Borrower shall notify the Lender of the amount of the Draw to be payable in U.S. Dollars made on such Drawing Date; PROVIDED, HOWEVER, that immediately following and giving effect to such Draw, the Outstanding Balance shall not be greater than the Maximum Amount. On the Drawing Date, the Lender shall credit the Draw, in immediately available funds. Payment of a Drawdown Amount , to the Borrower; PROVIDED, HOWEVER, that the amount so credited shall be made reduced by any accrued and unpaid interest on or prior to the applicable Drawdown Date and Outstanding Balance 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. (d) Concurrent with any payment of all or a portion of the amount of a Drawdown Amount, the Company shall issue to the Subscriber a number of 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 Share as determined above. For the avoidance of doubt, the Company shall not issue Shares for any portion of the Subscriber’s Capital Commitment that has not been paid to the Company and used to purchase Shares pursuant to one or more Drawdown Notices (the “Undrawn Capital Commitment”)Drawing Date. (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. (a) With respect 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 Company, each Subscriber will Fund. The Purchaser shall be required to fund drawdowns a capital contribution to purchase Shares (a “Drawdown Purchase”) up to the amount of their respective Capital Commitment each time the Company 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 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 share price adjustment described in paragraph 4(b) below, the number of Shares to be purchased by a Subscriber differs from the amount set forth in the Drawdown Notice, the Company will deliver to the Subscriber an additional notice setting forth the actual number of Shares to be purchased by such Subscriber. Drawdown Notices will shall be delivered to each Subscriber at least seven 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. All purchases pursuant The per Share price for the purchase of Shares on a Drawdown Date (the “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 SubscriberAdviser’s valuation procedures. To accommodate the legal, tax, regulatory or fiscal concerns of certain prospective investorsHowever, the Company may determine Fund reserves the right to allow certain investors sell Shares at a price set above the NAV per Share based on a variety of factors, including, without limitation, to fully fund their Capital Commitment at one point in time, in lieu of sequential drawdowns account for an Investor’s allocable portion of the Capital Commitment as described in this Section 4Fund’s initial offering, organizational and other expenses. No Subscriber Investor shall be required to invest more than the total amount of its Capital Commitment. (b) The initial price of Shares is $20.00 per share on the initial Drawdown Date. For each subsequent Drawdown Date, the price per share shall equal the Company’s net asset value per share as of the close of the last calendar quarter preceding the applicable Drawdown Date, subject to the Company’s Board of 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 Company is not selling Shares at a price per Share that is below its then-current net asset value per Share. (c) 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. (dc) Concurrent with any payment of all or a portion of the amount of a Drawdown AmountPurchase Price, the Company Fund shall issue to the Subscriber Purchaser a number of 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 Per Share Price as determined aboveof such Drawdown Date. For the avoidance of doubt, the Company Fund shall not issue Shares to the Purchaser for any portion of the SubscriberPurchaser’s Capital Commitment that has not been paid to the Company Fund and used to purchase Shares pursuant to one or more Drawdown Notices (the “Undrawn Capital Commitment”). (ed) 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 Purchaser acknowledges and agrees that the Company 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 reasonable sole discretion, from time to time require Drawdown Purchases capital contributions from other investors Other Investors and not the SubscriberPurchaser or vice versa. Accordingly, Drawdown Notices may be issued only to only certain selected investors and stockholders of the Company Shareholders (including or excluding the SubscriberPurchaser) from time to time and require a purchase of Shares by such investors Investors in amounts determined by the Company Fund in its reasonable sole discretion. (fe) The Subscriber specifically agrees Fund may enter into Other Subscription Agreements with Other Investors after the Closing, with any closing thereunder referred to as a “Subsequent Closing” and consents 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 Company maySubsequent Closing (each such date, at any timea “Catch-Up Date”), without further notice each Subsequent Investor which enters into a Capital Commitment with the Fund may be required, in the Fund’s sole discretion, to or consent purchase from the Subscriber (except Fund a number of Shares with an aggregate purchase price necessary to ensure that, upon payment of the extent otherwise provided in this Subscription Agreementaggregate purchase price for such Shares by the Subsequent Investor on such Catch-Up Date(s), grant security over and, in connection therewith, Transfer such Subsequent Investor’s Invested Percentage (as defined below) its right shall be equal to draw down capital from the Subscriber pursuant to this Section 4Invested Percentage of all prior Investors which have entered into Capital Commitments with the Fund (other than any defaulting Investor) (such amount, the Company’s right to receive the Drawdown “Catch-Up Purchase (Price” 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 facilitypurchase, 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 “LenderCatch-up Purchase”); (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 . Upon payment 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 AgreementCatch-Up Purchase Price by such an Investor on a Catch-Up Date, the right Fund shall issue to deliver written notices each such Subsequent Investor a number of a call for capital contributions and receive additional capital contributions and enforce all remedies against Subscribers that fail Shares equal to fund their respective unfunded Capital Commitments 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 terms provisions of this Subscription Agreement; (iv) acknowledges and consents Section 5(c). Investors that for so long as make a Capital Commitment prior to any credit facility is in place, the Company may agree with the Lender Subsequent Closing will not to amend, modify, supplement, cancel, reduce or suspend any of such Subscriber’s obligations be required 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, Drawdown Purchases on a Drawdown Date until all payments Subsequent Investors have 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)their entire Catch-up Purchase. For the avoidance of doubt, for all purposes under this Subscription Agreementin the event that the Catch-Up Date and a Drawdown Date occur on the same calendar day, payments made by Subscribers directly to a Lender, Agent or account pursuant to written notice such Catch-Up Date and the application of a call for capital contribution issued in accordance with the provisions of this Section 4(g5(e) shall be treated as if such payments had been made directly deemed to have occurred immediately prior to the Company relevant Drawdown Date. “Invested Percentage” means, with respect to an Investor, the quotient determined by dividing (i) the Subscribers pursuant to a written notice aggregate amount of a call for capital contribution issued contributions made by the Company, and the Company shall make such adjustments as necessary or appropriate to effect Investor by (ii) such treatmentInvestor’s Capital Commitment.

Drawdowns. (a) With respect 2 a. Subject to drawdowns by the CompanyArticle 4 and this Article 6, each Subscriber will be required to fund drawdowns to purchase Shares 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 Company in immediately available funds in U.S. dollars by 11:00 A.M. (New York time) on the date specified in the applicable Drawdown Notice. Capital Commitment each time Contributions may include amounts that the Company delivers 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 notice 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 (a “Drawdown Notice”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 Shares 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 share price adjustment described in paragraph 4(b) below, the number date of Shares 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 will deliver 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 Investment, each Shareholder shall be required to make a Capital Contribution equal to the actual number product of Shares (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 purchased 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 Subscriber. Drawdown Notices will draw and no other Shareholder shall be delivered required to each Subscriber at least seven business days prior make any Capital Contribution. e. Subject to the Drawdown Date. All purchases pursuant to a Drawdown Notice will generally be made pro rata, in accordance with the remaining Capital Commitments of all Subscriber. To accommodate the legal, tax, regulatory or fiscal concerns of certain prospective investorsSection 4.01, the Company may determine to allow certain investors to fully fund their utilize previous Capital Commitment at one point Contributions in time, in lieu respect of sequential drawdowns of the Capital Commitment as described in this Section 4. No Subscriber shall be required to invest more than the total amount of its Capital Commitment. (b) The initial price of Shares is $20.00 per share on the initial Drawdown Date. For each subsequent Drawdown Date, the price per share shall equal the Company’s net asset value per share as of the close of the last calendar quarter preceding the applicable Drawdown Date, subject to the Company’s Board of Directors Temporary Cash Funds 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 amounts retained by the Company is not selling Shares at a price per Share that is below its then-current net asset value per Share. (cpursuant to Section 8.05(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. (d) Concurrent with any payment of fund all or a portion of the amount of a Drawdown Amount, the Company shall issue to the Subscriber a number of 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 Share as determined above. For the avoidance of doubt, the Company shall not issue Shares for any portion of the Subscriber’s Capital Commitment that has not been paid to acquisition of any Investment or the payment of Company and used to purchase 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, Expenses 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 use will not reduce the Available Capital Commitment of any Shareholder. f. Notwithstanding Sections 6.02(a) or 6.02(b) or anything to draw down capital 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 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-kind in accordance with the terms of this Subscription Spectra 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 and 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 in U.S. dollars, and the Company which parties agree that the Company may also pledge to any Lender for the benefit Drawdown Notice in respect 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 such Investment in Spectra will 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, delivered at least 10 Business Days prior to the effectiveness Drawdown Date. Comcast Shareholder’s and ManagementCo Shareholder’s share of such Transfer or withdrawal, as applicable, such Subscriber all future Capital Contributions in respect of the Investment in Spectra 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(g6.02. Notwithstanding anything to the contrary in this Agreement, promptly following (i) the 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 if 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 66677181_14 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 payments had Recap Dividend pursuant to Section 8.03(c) shall be deemed to have been made directly by Comcast AG Shareholder (and not Comcast Spectacor Shareholder) to the Company 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 Subscribers pursuant 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 a written notice be made on the same date as such Capital Contributions for all purposes of a call for capital contribution issued by calculating the Company, and Priority Return in connection with the Company shall make Capital Contributions returned as part of such adjustments as necessary or appropriate to effect such treatmentdistribution.

Drawdowns. (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 Companyany Drawdown, each Subscriber will be required to fund drawdowns to purchase Shares (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 Company 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 to be paid by such Subscriber; purchase (iii) which shall not alter the estimated terms and conditions set forth in this Agreement), including the aggregate number of Common Shares to be purchased by such SubscriberTrident and Kenmare; (iii) wire transfer instructions; and (iv) the date (the “Drawdown Date”) on which such . The Drawdown Amount is due. On the Drawdown Date, if, in connection with a per share price adjustment described in paragraph 4(b) below, the number of Shares to be purchased by a Subscriber differs from the amount set forth in the Drawdown Notice, the Company will deliver to the Subscriber an additional notice setting forth the actual number of Shares to be purchased by such Subscriber. Drawdown Notices will Notice shall be delivered to each Subscriber at least seven business days prior to Kenmare in the Drawdown Date. All purchases pursuant to a Drawdown Notice will generally be made pro rata, manner provided in accordance with the remaining Capital Commitments of all Subscriber. To accommodate the legal, tax, regulatory or fiscal concerns of certain prospective investors, the Company may determine to allow certain investors to fully fund their Capital Commitment at one point in time, in lieu of sequential drawdowns of the Capital Commitment as described in this Section 4. No Subscriber shall be required to invest more than the total amount of its Capital CommitmentParagraph 14 hereof. (b) The initial price of Shares is $20.00 per share on the initial Drawdown Date. For each subsequent Drawdown Date, the price per share shall equal the Company’s net asset value per share as of the close of the last calendar quarter preceding the applicable Drawdown Date, subject to the Company’s Board of 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 Company is not selling Shares at a price per Share that is below its then-current net asset value per Share. (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 After receipt of a Drawdown Notice pursuant to Xxxxxxxxx 0(x), Xxxxxxx shall purchase on 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 Subscriber terms and conditions of this Agreement, and in reliance upon the representations and warranties contained herein, Kenmare shall be the sole and exclusive condition deliver to its irrevocable and unconditional obligation to pay Northshore consideration for such Drawdown no later than 11:00 a.m. Eastern time on the Drawdown Amount, without any right of offset, reduction, counterclaim or defense. (d) Concurrent with any payment of all or a portion of the amount of a Drawdown Amount, the Company shall issue to the Subscriber a number of 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 Share as determined above. For the avoidance of doubt, the Company shall not issue Shares for any portion of the Subscriber’s Capital Commitment that has not been paid to the Company and used to purchase 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 the account established designated by Northshore in accordance with the wire transfer instructions set forth in the Drawdown Notice relating to such Drawdown. On the Drawdown Date, upon 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 the consummation of the transactions contemplated by the Company which Purchase Agreements. In no event shall the Company may also pledge to any Lender for the benefit sum of the Lender to secure portion of 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 Drawdowns funded 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 Kenmare in accordance with this Section 4(gAgreement exceed Kenmare’s Total Subscription Commitment. (d) Kenmare’s obligation to purchase Common Shares and its obligation to fund all or any portion of its unfunded Total Subscription Commitment shall be treated expire on the earliest of (i) the written agreement of each of Kenmare and Trident; and (ii) the valid termination of each of the Purchase Agreements in accordance with its terms. Upon expiration of Kenmare’s obligations, this Agreement shall terminate and Kenmare shall not have any further obligations or liabilities hereunder. (e) The closing of the 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 if such payments had been made directly agreed 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 treatmentparties hereto.

Drawdowns. (a) With respect 5.1 Subject to drawdowns the provisions of this Agreement, the Facility may be drawn down in whole or in part during the Availability Period and an Advance will be made by the Company, each Subscriber will be required to fund drawdowns to purchase Shares (a “Drawdown Purchase”) up Lender to the amount of their respective Capital Commitment each time the 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 Shares to be purchased by such Subscriber; and (iv) the date (the “Drawdown Date”) Borrower on which such Drawdown Amount is due. On the Drawdown Date, ifprovided that: 5.1.1 no later than 11h00 (Johannesburg time) on the second Business Day prior to the Drawdown Date, or on such other date and time as the Borrower and Lender may agree in writing, the Lender has received a Drawdown Notice attaching a letter signed by the Borrower confirming that the Drawdown Conditions (as defined in clause 5.1.4) have been met; 5.1.2 the proposed Drawdown Date is a Business Day within the Availability Period; 5.1.3 the proposed Advance does not exceed the Available Facility; 5.1.4 the Lender is satisfied that the conditions set out in Annexure “B” hereto (“the Drawdown Conditions”) have been fulfilled in form and substance to its satisfaction; 5.2 The Lender shall be entitled, in connection its sole discretion and on such terms and conditions as it may stipulate, to: 5.2.1 extend the relevant period for fulfilment of any or all of the Drawdown Conditions, and/or; 5.2.2 waive fulfilment of any or all of the Drawdown Conditions. 5.3 The Lender shall, within 24 hours of receipt of the Drawdown Notice, notify the Borrower, in writing, whether or not it is satisfied that the Drawdown Conditions have been fulfilled or if they have been waived, as the case may be, in order to provide the Borrower with a per share price adjustment described in paragraph 4(b) belowan opportunity to rectify such non-fulfilment, if it is capable of rectification. The Drawdown Conditions shall only be considered to have been fulfilled or waived, as the case may be, when such notice is given. 5.4 In the event that the Drawdown Conditions have not been timeously fulfilled or waived, as the case may be, the number Lender’s obligations under this Agreement to honour any Drawdown Notice or make any advance shall be suspended until such time as all of Shares such Drawdown Conditions have been fulfilled or waived, as the case may be, provided that the Lender issued a Drawdown Refusal Notice and furnished a copy thereof to be purchased the Borrower by a Subscriber differs from no later than 15H00 on the amount set forth Business Day prior to the Drawdown Date. 5.5 The Lender may validly act on all information, instructions and requests contained in the Drawdown Notice, without any liability or responsibility to verify or check the Company will deliver to the Subscriber an additional notice setting forth the actual number accuracy of Shares to be purchased by such Subscriber. Drawdown Notices will be delivered to each Subscriber at least seven business days prior to information, provided that the Drawdown Date. All purchases pursuant to Notice is substantially in the form of Annexure “D”. 5.6 Save for the issuance of a Drawdown Refusal Notice, a Drawdown Notice will generally be made pro rata, in accordance with the remaining Capital Commitments of all Subscriber. To accommodate the legal, tax, regulatory or fiscal concerns of certain prospective investors, the Company may determine to allow certain investors to fully fund their Capital Commitment at one point in time, in lieu of sequential drawdowns of the Capital Commitment as described in this Section 4. No Subscriber shall be required to invest more than irrevocable and the total amount of its Capital Commitment. (b) The initial price of Shares is $20.00 per share Borrower shall draw the Advance on the initial Drawdown Date. For each subsequent Drawdown Date, the price per share shall equal the Company’s net asset value per share as of the close of the last calendar quarter preceding the applicable Drawdown DateDate and, subject to the Company’s Board provisions of Directors or a committee thereof making a determinationthis clause 5, no later than 48 hours (excluding Sundays and holidays) prior the Lender shall be obliged to make the Drawdown Date or the Catch-up Date, as applicable, that the Company is not selling Shares at a price per Share that is below its then-current net asset value per Sharerelevant Advance on such date. (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. (d) Concurrent with any payment of all or a portion of the amount of a Drawdown Amount, the Company shall issue to the Subscriber a number of 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 Share as determined above. For the avoidance of doubt, the Company shall not issue Shares for any portion of the Subscriber’s Capital Commitment that has not been paid to the Company and used to purchase 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 if5.7 All Advances drawn under this Agreement shall, 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 absence of an investment in a manner materially adverse to express written agreement between the Company. Accordingly, the Subscriber acknowledges Borrower 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 the contrary, be paid directly into the Account. 5.8 If the full amount of the Company under Facility is not drawn on or before the credit facilityBusiness Day immediately preceding the last day of the Availability Period, including the payment obligations relating to loans made under the credit facility; and (vi) acknowledges and agrees all undrawn parts of this Facility shall automatically be cancelled on 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 Business Day. 5.9 The Parties agree that all Advances repaid 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 Borrower in accordance with this Section 4(g) shall Agreement may be treated as if re-borrowed or redrawn by the Borrower, provided however that such payments had been made directly amounts are redrawn subject to the Company by terms and conditions set out herein and that such re-borrowing does not exceed 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 treatmentAvailable Facility.

Drawdowns. (a) With respect Prior to drawdowns each Revolving Credit Loan hereunder, the Company shall give the Agent not less than three (3) Business Days' irrevocable notice thereof (if the Libor Based Rate is specified) or irrevocable notice thereof on the day the Revolving Credit Loan is to be made (if the Prime Based Rate is specified), in each case by telephone, followed by written notice substantially in the Company, each Subscriber will form of the Notice of Drawdown set forth as Exhibit "C-1" attached hereto and made a part hereof. Each such Revolving Credit Loan shall be required to fund drawdowns to purchase Shares (a “Drawdown Purchase”) up effected by transferring the amount thereof to the amount of their respective Capital Commitment each time Company in accordance with the 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 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 share price adjustment described in paragraph 4(b) below, the number of Shares to be purchased by a Subscriber differs from the amount payment instructions set forth in the Notice of Drawdown Notice, on the Company will deliver to the Subscriber an additional notice setting forth the actual number date specified in such Notice of Shares to be purchased by such Subscriber. Drawdown Notices will be delivered to each Subscriber at least seven business days prior to the Drawdown Date. All purchases pursuant to a Drawdown Notice will generally be made pro rata, in accordance with the remaining Capital Commitments of all Subscriber. To accommodate the legal, tax, regulatory or fiscal concerns of certain prospective investors, the Company may determine to allow certain investors to fully fund their Capital Commitment at one point in time, in lieu of sequential drawdowns of the Capital Commitment as described in this Section 4. No Subscriber shall be required to invest more than the total amount of its Capital CommitmentDrawdown. (b) The initial price Prior to each Swing Loan hereunder, the Company shall give the Swing Loan Lender irrevocable notice thereof in each case by telephone, followed by written notice substantially in the form of Shares is $20.00 per share the Notice of Drawdown set forth as Exhibit "C-2" attached hereto and made a part hereof. Each such Swing Loan shall be effected by transferring the amount thereof to the Company in accordance with the payment instructions set forth in the Notice of Drawdown on the initial Drawdown Datedate specified in such Notice of Drawdown. (i) All requests by the Company for Revolving Credit Loans shall be made by 11:00 a.m., New Jersey time, on the day specified in subparagraph (a) hereof. For each subsequent Drawdown DateUpon receiving a request for a Revolving Credit Loan in accordance with subparagraphs (a) and (c) hereof, Agent shall notify all Banks of the request as soon as practical thereafter in writing by facsimile transmission, but no later than twelve o'clock (12:00) noon, New Jersey time or as soon as is reasonably practicable thereafter. Each Bank shall remit its applicable Revolving Credit Commitment Percentage of the requested Revolving Credit Loan to Agent by remitting federal funds immediately available, to Agent pursuant to Agent's instructions prior to two-thirty (2:30) p.m. New Jersey time on the date the Revolving Credit Loan is to be made. Subject to the satisfaction of the terms and conditions hereof, Agent shall make the requested Revolving Credit Loan available to the Company (to the extent of those portions of the Revolving Credit Loan actually received from the Banks) by crediting such amount to the Company's operating account with Agent as soon as reasonably practicable after two-thirty (2:30) p.m. New Jersey time on the day the requested Revolving Credit Loan is to be made. If any Bank fails to make available to the Agent on a timely basis, as provided above, its applicable share of the requested Revolving Credit Loan, the price per share Agent shall equal also be entitled to advance on behalf of such Bank, at the Company’s net asset value per share as sole discretion of the close Agent, the share of such Bank and then recover from such Bank (together with the last calendar quarter preceding amount so advanced) interest at the applicable Drawdown DateFederal Funds Rate on such unpaid share for each day such amount is not so remitted to the Agent. (ii) All requests by the Company for Swing Line Loans shall be made by two o'clock (2:00) p.m. New Jersey time, on the day such Loan is to be made and, subject to the Company’s Board of Directors or a committee thereof making a determination, no later than 48 hours (excluding Sundays terms and holidays) prior to the Drawdown Date or the Catch-up Date, as applicable, that the Company is not selling Shares at a price per Share that is below its then-current net asset value per Share. (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. (d) Concurrent with any payment of all or a portion of the amount of a Drawdown Amount, the Company shall issue to the Subscriber a number of 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 Share as determined above. For the avoidance of doubt, the Company shall not issue Shares for any portion of the Subscriber’s Capital Commitment that has not been paid to the Company and used to purchase 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 conditions 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 Swing Line Lender shall make 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 requested Swing Line Loan 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 crediting such amount to a written notice of a call for capital contribution issued by the Company, and the Company shall make such adjustments 's operating account with Agent as necessary or appropriate to effect such treatmentsoon as reasonably practicable thereafter.

Drawdowns. (a) With respect 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 Company, each Subscriber will Fund. The Purchaser shall be required to fund drawdowns a capital contribution to purchase Shares (a “Drawdown Purchase”) up to the amount of their respective Capital Commitment each time the Company 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 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 share price adjustment described in paragraph 4(b) below, the number of Shares to be purchased by a Subscriber differs from the amount set forth in the Drawdown Notice, the Company will deliver to the Subscriber an additional notice setting forth the actual number of Shares to be purchased by such Subscriber. Drawdown Notices will shall be delivered to each Subscriber at least seven 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. All purchases pursuant to The per Share price for the purchase of Shares on a Drawdown Notice will generally Date (the “Per Share Price”) shall be made pro rataequal to (i) prior to the Fund’s election to be regulated as a business development company under the 1940 Act (the “BDC Election”), $25.00 per Share, and (ii) upon and after the BDC Election, 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 SubscriberFund’s valuation procedures. To accommodate the legal, tax, regulatory or fiscal concerns of certain prospective investorsHowever, the Company may determine Fund reserves the right to allow certain investors to fully fund their Capital Commitment sell Shares at one point in timea price set above the NAV per Share based on a variety of factors, in lieu of sequential drawdowns including, without limitation, the total amount of the Capital Commitment as described in this Section 4Fund’s organizational and other expenses. No Subscriber Investor shall be required to invest more than the total amount of its Capital Commitment. (b) The initial price of Shares is $20.00 per share on the initial Drawdown Date. For each subsequent Drawdown Date, the price per share shall equal the Company’s net asset value per share as of the close of the last calendar quarter preceding the applicable Drawdown Date, subject to the Company’s Board of 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 Company is not selling Shares at a price per Share that is below its then-current net asset value per Share. (c) 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. (dc) Concurrent with any payment of all or a portion of the amount of a Drawdown AmountPurchase Price, the Company Fund shall issue to the Subscriber Purchaser a number of 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 Per Share Price as determined aboveof such Drawdown Date. For the avoidance of doubt, the Company Fund shall not issue Shares to the Purchaser for any portion of the SubscriberPurchaser’s Capital Commitment that has not been paid to the Company Fund and used to purchase Shares pursuant to one or more Drawdown Notices (the “Undrawn Capital Commitment”). (ed) 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 Purchaser acknowledges and agrees that the Company 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 reasonable sole discretion, from time to time require Drawdown Purchases capital contributions from other investors Other Investors and not the SubscriberPurchaser or vice versa. Accordingly, Drawdown Notices may be issued only to only certain selected investors and stockholders of the Company Shareholders (including or excluding the SubscriberPurchaser) from time to time and require a purchase of Shares by such investors Investors in amounts determined by the Company Fund in its reasonable sole discretion. (fe) The Subscriber specifically agrees Fund may enter into Other Subscription Agreements with Other Investors after the Closing, with any closing thereunder referred to as a “Subsequent Closing” and consents 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 Company maySubsequent Closing (each such date, at any timea “Catch-Up Date”), without further notice each Subsequent Investor which enters into a Capital Commitment with the Fund may be required, in the Fund’s sole discretion, to or consent purchase from the Subscriber (except Fund a number of Shares with an aggregate purchase price necessary to ensure that, upon payment of the extent otherwise provided in this Subscription Agreementaggregate purchase price for such Shares by the Subsequent Investor on such Catch-Up Date(s), grant security over and, in connection therewith, Transfer such Subsequent Investor’s Invested Percentage (as defined below) its right shall be equal to draw down capital from the Subscriber pursuant to this Section 4Invested Percentage of all prior Investors which have entered into Capital Commitments with the Fund (other than any defaulting Investor) (such amount, the Company’s right to receive the Drawdown “Catch-Up Purchase (Price” 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 facilitypurchase, 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 “LenderCatch-up Purchase”); (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 . Upon payment 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 AgreementCatch-Up Purchase Price by such an Investor on a Catch-Up Date, the right Fund shall issue to deliver written notices 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 call for capital contributions and receive additional capital contributions and enforce all remedies against Subscribers Catch-Up Date (determined prior to such issuance). Investors that fail 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 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)entire Catch-up Purchase. For the avoidance of doubt, for all purposes under this Subscription Agreementin the event that the Catch-Up Date and a Drawdown Date occur on the same calendar day, payments made by Subscribers directly to a Lender, Agent or account pursuant to written notice such Catch-Up Date and the application of a call for capital contribution issued in accordance with the provisions of this Section 4(g5(e) shall be treated as if such payments had been made directly deemed to have occurred immediately prior to the Company relevant Drawdown Date. “Invested Percentage” means, with respect to an Investor, the quotient determined by dividing (i) the Subscribers pursuant to a written notice aggregate amount of a call for capital contribution issued contributions made by the Company, and the Company shall make such adjustments as necessary or appropriate to effect Investor by (ii) such treatmentInvestor’s Capital Commitment.

Drawdowns. (a) With respect 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 Company, each Subscriber will Fund. The Purchaser shall be required to fund drawdowns a capital contribution to purchase Shares (a “Drawdown Purchase”) up to the amount of their respective Capital Commitment each time the Company 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 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 share price adjustment described in paragraph 4(b) below, the number of Shares to be purchased by a Subscriber differs from the amount set forth in the Drawdown Notice, the Company will deliver to the Subscriber an additional notice setting forth the actual number of Shares to be purchased by such Subscriber. Drawdown Notices will shall be delivered to each Subscriber at least seven 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. All purchases pursuant The per Share price for the purchase of Shares on a Drawdown Date (the “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 SubscriberAdviser’s valuation procedures. To accommodate the legal, tax, regulatory or fiscal concerns of certain prospective investorsHowever, the Company may determine Fund reserves the right to allow certain investors sell Shares at a price set above the NAV per Share based on a variety of factors, including, without limitation, to fully fund their Capital Commitment at one point in time, in lieu of sequential drawdowns account for an Investor’s allocable portion of the Capital Commitment as described in this Section 4Fund’s initial offering, organizational and other expenses. No Subscriber Investor shall be required to invest more than the total amount of its Capital Commitment. (b) The initial price of Shares is $20.00 per share on the initial Drawdown Date. For each subsequent Drawdown Date, the price per share shall equal the Company’s net asset value per share as of the close of the last calendar quarter preceding the applicable Drawdown Date, subject to the Company’s Board of 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 Company is not selling Shares at a price per Share that is below its then-current net asset value per Share. (c) 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. (dc) Concurrent with any payment of all or a portion of the amount of a Drawdown AmountPurchase Price, the Company Fund shall issue to the Subscriber Purchaser a number of 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 Per Share Price as determined aboveof such Drawdown Date. For the avoidance of doubt, the Company Fund shall not issue Shares to the Purchaser for any portion of the SubscriberPurchaser’s Capital Commitment that has not been paid to the Company Fund and used to purchase Shares pursuant to one or more Drawdown Notices (the “Undrawn Capital Commitment”). (ed) 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 Purchaser acknowledges and agrees that the Company 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 reasonable sole discretion, from time to time require Drawdown Purchases capital contributions from other investors Other Investors and not the SubscriberPurchaser or vice versa. Accordingly, Drawdown Notices may be issued only to only certain selected investors and stockholders of the Company Shareholders (including or excluding the SubscriberPurchaser) from time to time and require a purchase of Shares by such investors Investors in amounts determined by the Company Fund in its reasonable sole 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. (a) With respect 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 Company, each . The Subscriber will shall be required to fund drawdowns a capital contribution to purchase Shares (a “Drawdown Purchase”) up to the amount of their respective Capital Commitment each time the 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 Shares to be purchased by such Subscriber; and (iv) the date on which payment will be due (the each, a “Drawdown Date”) on which such Drawdown Amount is due. On and shall set forth the Drawdown Date, ifamount, in connection with a per share U.S. dollars, of the aggregate purchase price adjustment described in paragraph 4(b(the “Drawdown Purchase Price”) below, the number of Shares to be purchased paid by a Subscriber differs from the amount set forth in the Drawdown Notice, the Company will deliver to the Subscriber an additional notice setting forth the actual number of to purchase Shares to be purchased by on such Subscriber. Drawdown Notices will be delivered to each Subscriber at least seven business days prior to the Drawdown Date. All purchases Each purchase of Shares pursuant to a Drawdown Notice will generally be made pro rata, at 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 accordance with the remaining Capital Commitments of all SubscriberMemorandum. To accommodate the legal, tax, regulatory or fiscal concerns of certain prospective investorsHowever, the Company may determine reserves the right to allow certain investors to fully fund their Capital Commitment sell Shares at one point in timea price set above the NAV per Share based on a variety of factors, in lieu of sequential drawdowns including, without limitation, the total amount of the Capital Commitment as described in this Section 4Company’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 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. (b) The initial price of Shares is $20.00 per share on the initial Drawdown Date. For each subsequent Drawdown Date, the price per share shall equal the Company’s net asset value per share as of the close of the last calendar quarter preceding the applicable Drawdown Date, subject to the Company’s Board of 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 Company is not selling Shares at a price per Share that is below its then-current net asset value per Share. (c) 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. (dc) Concurrent with any payment of all or a portion of the amount of a Drawdown AmountPurchase Price, the Company shall issue to the Subscriber a number of 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 Share as determined aboveof such Drawdown Date. For the avoidance of doubt, the Company shall not issue Shares for any portion of the Subscriber’s Capital Commitment that has not been paid to the Company and used to purchase Shares pursuant to one or more Drawdown Notices (the “Undrawn Capital Commitment”). (ed) The Company retains Upon termination of the right to exclude any Subscriber from purchasing Shares period (the “Commitment Period”) beginning on any Drawdown Date if, in the Company’s reasonable discretion, there is a substantial likelihood that such Subscriber’s purchase Closing and ending on the earliest of Shares at such time would (i) result in the completion of a violation of“Liquidity Event” (as defined below), 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 subjector, (ii) subject the Company, seven-year anniversary of the Adviser or any other Subscriber or a portfolio company to any material filing requirement or regulatory requirement or material tax or withholding requirement, initial Closing and (iii) cause the investments a final, liquidating distribution to Investors of “Benefit Plan Investors” either (within the meaning of Section 3(42X) cash proceeds from an orderly liquidation of the U.S. Employee Retirement Income Security Act Company’s investments or (Y) securities or other assets of 1974the 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 amended 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 “ERISA”) and certain Department 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 Labor regulations) to be significant and the Company or all or substantially all of the Company’s assets to be considered “plan assets” for purposes of ERISA or Section 4975 of the Codeto, or (iv) impaira merger with, 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, thatanother entity, for the avoidance consideration in cash or publicly listed securities 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. other entity (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 combination of cash and such credit facility (a “Lender”publicly listed securities); (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. 6.1 Subject to the fulfilment of the conditions set out in Clause 4 (aConditions of Utilisation) With respect of the RPM Funding Common Terms Agreement, the Lender shall, if required pursuant to drawdowns the delivery of a duly completed Notice of Drawdown from time to time, make Advances to the Borrower during the Availability Period under the Facility which shall be drawn down by the Company, each Subscriber will Borrower in accordance with the provisions of this clause 6. 6.2 The Facility may only be required to fund drawdowns to purchase Shares (drawn down by the Borrower if: 6.2.1 there is an Anticipated Senior Facility Shortfall in respect of the next Senior Debt Payment Date as certified by the Borrower in a “duly completed Notice of Drawdown Purchase”) up delivered to the amount Lender not less than 10 Business Days prior to the proposed Advance Date which Notice of their respective Capital Commitment each time the Company delivers a notice (a “Drawdown Notice”). Drawdown Notices will shall specify (i) the amount of the Drawdown (Advance required, which amount shall not exceed the “Drawdown Amount”); (ii) Standby Facility Shortfall Contribution Amount on the portion applicable Senior Debt Payment Date; 6.2.2 the amount of the Drawdown Amount to be paid by proposed Advance does not exceed the Anticipated Senior Facility Shortfall the on the proposed Advance Date; 6.2.3 the proposed date for the making of such SubscriberAdvance is: (a) a Business Day within the Availability Period; (iii) the estimated number of 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 share price adjustment described in paragraph 4(b) below, the number of Shares to be purchased by a Subscriber differs from the amount set forth in the Drawdown Notice, the Company will deliver to the Subscriber an additional notice setting forth the actual number of Shares to be purchased by such Subscriber. Drawdown Notices will be delivered to each Subscriber at least seven business days prior to the Drawdown Date. All purchases pursuant to a Drawdown Notice will generally be made pro rata, in accordance with the remaining Capital Commitments of all Subscriber. To accommodate the legal, tax, regulatory or fiscal concerns of certain prospective investors, the Company may determine to allow certain investors to fully fund their Capital Commitment at one point in time, in lieu of sequential drawdowns of the Capital Commitment as described in this Section 4. No Subscriber shall be required to invest more than the total amount of its Capital Commitment.and (b) unless the Lender otherwise agrees, a Senior Debt Payment Date; 6.2.4 no Fundamental Event of Default (as defined in the Global Intercreditor Agreement) has occurred, other than a Fundamental Event of Default referred to in paragraph 4 of schedule 3 of the Global Intercreditor Agreement; 6.2.5 no Senior Enforcement Action (as defined in the Global Intercreditor Agreement) has occurred; and 6.2.6 no event referred to in clause 6.2 of the RPM Funding Common Terms Agreement (Mandatory Prepayments: Change of Control) has occurred. 6.3 Unless otherwise agreed in writing between the Lender and the Borrower only one Notice of Drawdown may be submitted in relation to any Payment Period. 6.4 The initial price of Shares is $20.00 per share Lender will make each Advance to the Borrower on the initial date specified in the relevant Notice of Drawdown Date. For each subsequent Drawdown Date, the price per share shall equal the Company’s net asset value per share as of the close of the last calendar quarter preceding the applicable Drawdown Date, subject to the Company’s Board of 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 Company is not selling Shares at a price per Share that is below its then-current net asset value per Share. (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. (d) Concurrent with any payment of all or a portion of by paying the amount of a Drawdown Amount, each Advance into the Company shall issue to the Subscriber a number of 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 Share as determined above. For the avoidance of doubt, the Company shall not issue Shares for any portion of the Subscriber’s Capital Commitment that has not been paid to the Company and used to purchase Shares pursuant to one or more Drawdown Notices (the “Undrawn Capital Commitment”)Borrower Proceeds Account. (e) 6.5 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 Borrower 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. (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 Companyany Drawdown, each Subscriber will be required to fund drawdowns to purchase Shares (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 Company 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 to be paid by such Subscriber; purchase (iii) which shall not alter the estimated terms and conditions set forth in this Agreement), including the aggregate number of Common Shares to be purchased by such Subscriberthe Investors and Kenmare; (iii) wire transfer instructions; and (iv) the date (the “Drawdown Date”) on which such . The Drawdown Amount is due. On the Drawdown Date, if, in connection with a per share price adjustment described in paragraph 4(b) below, the number of Shares to be purchased by a Subscriber differs from the amount set forth in the Drawdown Notice, the Company will deliver to the Subscriber an additional notice setting forth the actual number of Shares to be purchased by such Subscriber. Drawdown Notices will Notice shall be delivered to each Subscriber at least seven business days prior to Investor in the Drawdown Date. All purchases pursuant to a Drawdown Notice will generally be made pro rata, manner provided in accordance with the remaining Capital Commitments of all Subscriber. To accommodate the legal, tax, regulatory or fiscal concerns of certain prospective investors, the Company may determine to allow certain investors to fully fund their Capital Commitment at one point in time, in lieu of sequential drawdowns of the Capital Commitment as described in this Section 4. No Subscriber shall be required to invest more than the total amount of its Capital CommitmentParagraph 14 hereof. (b) The initial price of Shares is $20.00 per share on the initial Drawdown Date. For each subsequent Drawdown Date, the price per share shall equal the Company’s net asset value per share as of the close of the last calendar quarter preceding the applicable Drawdown Date, subject to the Company’s Board of 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 Company is not selling Shares at a price per Share that is below its then-current net asset value per Share. (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 After receipt of a Drawdown Notice pursuant to Paragraph 2(a), each Investor shall purchase on 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 Subscriber terms and conditions of this Agreement, and in reliance upon the representations and warranties contained herein, each Investor shall be the sole and exclusive condition deliver to its irrevocable and unconditional obligation to pay Bayshore consideration for such Drawdown no later than 11:00 a.m. Eastern time on the Drawdown Amount, without any right of offset, reduction, counterclaim or defense. (d) Concurrent with any payment of all or a portion of the amount of a Drawdown Amount, the Company shall issue to the Subscriber a number of 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 Share as determined above. For the avoidance of doubt, the Company shall not issue Shares for any portion of the Subscriber’s Capital Commitment that has not been paid to the Company and used to purchase 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 the account established designated by Bayshore in accordance with the wire transfer instructions set forth in the Drawdown Notice relating to such Drawdown. On the Drawdown Date, upon 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 the consummation of the transactions contemplated by the Company which Torus Purchase Agreement. In no event shall the Company may also pledge to any Lender for the benefit sum of the Lender to secure portion of 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) Drawdowns funded by 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 Investor in accordance with this Section 4(gAgreement exceed the Investor’s Total Cash Subscription Commitment. (d) The Investors’ obligations to purchase Common Shares and their obligations to fund all or any portion of their unfunded Total Cash Subscription Commitments shall be treated as if such payments had been made directly expire on the earliest of (i) the written agreement of each of Kenmare and Trident; and (ii) the valid termination of the Torus Purchase Agreement in accordance with its terms and with no liability to Enstar or its Affiliates thereunder. Upon expiration of the Company Investors’ obligations, this Agreement shall terminate and the Investors shall not have any further obligations or liabilities hereunder. (e) The closing of the issuance, sale and purchase by the Subscribers pursuant 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 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 treatmentparties hereto.

Drawdowns. (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 Companyany Drawdown, each Subscriber will be required to fund drawdowns to purchase Shares (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 Company 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 to be paid by such Subscriber; purchase (iii) which shall not alter the estimated terms and conditions set forth in this Agreement), including the aggregate number of Common Shares to be purchased by such Subscriberthe Investors and Kenmare; (iii) wire transfer instructions; and (iv) the date (the “Drawdown Date”) on which such . The Drawdown Amount is due. On the Drawdown Date, if, in connection with a per share price adjustment described in paragraph 4(b) below, the number of Shares to be purchased by a Subscriber differs from the amount set forth in the Drawdown Notice, the Company will deliver to the Subscriber an additional notice setting forth the actual number of Shares to be purchased by such Subscriber. Drawdown Notices will Notice shall be delivered to each Subscriber at least seven business days prior to Investor in the Drawdown Date. All purchases pursuant to a Drawdown Notice will generally be made pro rata, manner provided in accordance with the remaining Capital Commitments of all Subscriber. To accommodate the legal, tax, regulatory or fiscal concerns of certain prospective investors, the Company may determine to allow certain investors to fully fund their Capital Commitment at one point in time, in lieu of sequential drawdowns of the Capital Commitment as described in this Section 4. No Subscriber shall be required to invest more than the total amount of its Capital CommitmentParagraph 14 hereof. (b) The initial price of Shares is $20.00 per share on the initial Drawdown Date. For each subsequent Drawdown Date, the price per share shall equal the Company’s net asset value per share as of the close of the last calendar quarter preceding the applicable Drawdown Date, subject to the Company’s Board of 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 Company is not selling Shares at a price per Share that is below its then-current net asset value per Share. (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 After receipt of a Drawdown Notice pursuant to Paragraph 2(a), each Investor shall purchase on 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 Subscriber terms and conditions of this Agreement, and in reliance upon the representations and warranties contained herein, each Investor shall be the sole and exclusive condition deliver to its irrevocable and unconditional obligation to pay Northshore consideration for such Drawdown no later than 11:00 a.m. Eastern time on the Drawdown Amount, without any right of offset, reduction, counterclaim or defense. (d) Concurrent with any payment of all or a portion of the amount of a Drawdown Amount, the Company shall issue to the Subscriber a number of 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 Share as determined above. For the avoidance of doubt, the Company shall not issue Shares for any portion of the Subscriber’s Capital Commitment that has not been paid to the Company and used to purchase 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 the account established designated by Northshore in accordance with the wire transfer instructions set forth in the Drawdown Notice relating to such Drawdown. On the Drawdown Date, upon 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 the consummation of the transactions contemplated by the Company which Purchase Agreements. In no event shall the Company may also pledge to any Lender for the benefit sum of the Lender to secure portion of 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) Drawdowns funded by 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 Investor in accordance with this Section 4(gAgreement exceed the Investor’s Total Subscription Commitment. (d) The Investors’ obligations to purchase Common Shares and their obligations to fund all or any portion of their unfunded Total Subscription Commitments shall expire on the earliest of (i) the written agreement of each of Kenmare and Trident; and (ii) the valid termination of each of the Purchase Agreements in accordance with its terms. Upon expiration of the Investors’ obligations, this Agreement shall terminate and the Investors shall not have any further obligations or liabilities hereunder. Notwithstanding any other provision of this 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 Investors’ obligations under this Agreement shall terminate and the Investors shall not be treated required to fund any Drawdown in connection with the consummation of the Arden Re Purchase Agreement, provided that if the Investors have funded such Drawdown prior to their obligations under this Agreement being terminated, Northshore shall repurchase the Investors’ Common Shares at a purchase price of US$1,000 per share (or at such other per share price as if the Investors may have purchased such payments had been made directly Common Shares consistent with clauses (a) and (b) of this Paragraph 2), subject to receipt of any required governmental approvals. (e) The closing of the Company issuance, sale and purchase by the Subscribers pursuant 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 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 treatmentparties hereto.

Drawdowns. (a) With respect Subject to drawdowns by the CompanyArticle 4 and this Article 6, each Subscriber will be required to fund drawdowns to purchase Shares 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 Company in immediately available funds in U.S. dollars by 11:00 A.M. (New York time) on the date specified in the applicable Drawdown Notice. Capital Commitment each time Contributions may include amounts that the Company delivers 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 notice (a “Drawdown Notice”). Drawdown Notices will specify 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 Shares 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 share price adjustment described in paragraph 4(b) below, the number date of Shares 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 will deliver to the Subscriber an additional notice setting forth the actual number of Shares to be purchased by which such Subscriber. Drawdown Notices will be delivered to each Subscriber at least seven business days prior to the Drawdown Date. All purchases pursuant to a Drawdown Notice will generally be made pro rata, in accordance with the remaining Capital Commitments of all Subscriber. To accommodate the legal, tax, regulatory or fiscal concerns of certain prospective investors, the Company may determine to allow certain investors to fully fund their Capital Commitment at one point in time, in lieu of sequential drawdowns of the Capital Commitment as described in this Section 4. No Subscriber Contributions shall be required to invest more than the total amount of its Capital Commitment. (b) The initial price of Shares is $20.00 per share on the initial Drawdown Date. For each subsequent Drawdown Date, the price per share shall equal the Company’s net asset value per share as of the close of the last calendar quarter preceding the applicable Drawdown Date, subject to the Company’s Board of 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 Company is not selling Shares at a price per Share that is below its then-current net asset value per Sharepaid. (c) Each 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 shall be payable in U.S. Dollars and respect of such Investment; provided, that Comcast Shareholder’s aggregate share of all such Capital Contributions (i) to fund the Investment in immediately available funds. Payment of a Drawdown Amount Spectra shall be made on or prior by Comcast Spectacor Shareholder (and not Comcast AG Shareholder) and (ii) 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 fund all other Investments shall be the sole made by Comcast AG Shareholder (and exclusive condition not Comcast Spectacor Shareholder). In lieu of requiring any Shareholder to its irrevocable and unconditional obligation to pay the Drawdown Amount, without make any right of offset, reduction, counterclaim or defense. (d) Concurrent with any payment of all or a portion of the amount of a Drawdown AmountCapital Contributions contemplated by this Section 6.02(c), the Company shall issue may elect to incur Company Debt to fund all or any portion of an Investment that would otherwise be funded with the Subscriber a number of Shares equal to (i) the amount proceeds of such Drawdown Amount funded by the Subscriber on the applicable Drawdown Date divided by Capital Contributions (ii) the price per Share as determined above. For and in any such case, for the avoidance of doubt, the 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 Shares 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 Subscriberacquisition 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 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 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 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 that has 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 been paid Comcast Spectacor Shareholder); and provided, further, that, with respect to each draw of Capital Contributions to the Company 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 used no other Shareholder shall be required to purchase Shares pursuant to one or more Drawdown Notices (the “Undrawn make any Capital Commitment”)Contribution. (e) The Company retains the right Subject 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 SubscriberSection 4.01, the Company, the Adviser, any other Subscriber Company may utilize previous Capital Contributions in respect of Temporary Cash Funds 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 retained by the Company in its reasonable discretion. (fpursuant to Section 8.05(c) The Subscriber specifically agrees and consents that to fund all or any portion of the acquisition of any Investment or the payment of Company may, Expenses 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 use will not reduce the limitations on the Company’s right to draw down capital pursuant to this Section 4Available Capital Commitment of any Shareholder. (gf) In connection with any credit facilityNotwithstanding Sections 6.02(a) or 6.02(b) or anything to the contrary in this Agreement, the Subscriber, subject to initial Capital Contributions by Comcast Spectacor Shareholder and ManagementCo Shareholder in respect of 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 Investment in this Subscription Agreement, such Subscriber is and Spectra shall remain obligated to fund its unfunded Capital Commitment required on account of capital calls duly be made in-kind in accordance with the terms of this Subscription Spectra 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 and 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 in U.S. dollars, and the Company which parties agree that the Company may also pledge to any Lender for the benefit Drawdown Notice in respect 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 such Investment in Spectra will 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, delivered at least 10 Business Days prior to the effectiveness Drawdown Date. Comcast Shareholder’s and ManagementCo Shareholder’s share of such Transfer or withdrawal, as applicable, such Subscriber all future Capital Contributions in respect of the Investment in Spectra 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(g6.02. Notwithstanding anything to the contrary in this Agreement, promptly following (i) the 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 if 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 payments had Recap Dividend pursuant to Section 8.03(c) shall be deemed to have been made directly by Comcast AG Shareholder (and not Comcast Spectacor Shareholder) to the Company 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 Subscribers pursuant 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 a written notice be made on the same date as such Capital Contributions for all purposes of a call for capital contribution issued by calculating the Company, and Priority Return in connection with the Company shall make Capital Contributions returned as part of such adjustments as necessary or appropriate to effect such treatmentdistribution.

Drawdowns. (a) With respect 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 Company, each Company (a “Capital Contribution”). The Subscriber will shall be required to fund drawdowns a Capital Contribution to purchase Shares (a “Drawdown Purchase”) up to the amount of their respective Capital Commitment each time the 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 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 share price adjustment described in paragraph 4(b) below, the number of Shares to be purchased by a Subscriber differs from the amount set forth in the Drawdown Notice, the Company will deliver to the Subscriber an additional notice setting forth the actual number of Shares to be purchased by such Subscriber. Drawdown Notices will shall be delivered to each Subscriber at least seven 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 (the “Drawdown Purchase Price”) to be paid by the Subscriber to purchase Shares on such Drawdown Date. All purchases Each purchase of 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 SubscriberCompany’s valuation procedures set forth in the Memorandum. To accommodate the legal, tax, regulatory or fiscal concerns of certain prospective investorsHowever, the Company may determine reserves the right to allow certain investors sell Shares at a price below NAV per share (to fully fund their Capital Commitment the extent permitted by the 1940 Act) and at one point in timea price set above the NAV per Share based on a variety of factors, in lieu of sequential drawdowns including, without limitation, the total amount of the Capital Commitment as described in this Section 4Company’s initial offering, 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 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. (b) The initial price of Shares is $20.00 per share on the initial Drawdown Date. For each subsequent Drawdown Date, the price per share shall equal the Company’s net asset value per share as of the close of the last calendar quarter preceding the applicable Drawdown Date, subject to the Company’s Board of 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 Company is not selling Shares at a price per Share that is below its then-current net asset value per Share. (c) 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. (dc) Concurrent with any payment of all or a portion of the amount of a Drawdown AmountPurchase Price, the Company shall issue to the Subscriber a number of 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 Share as determined aboveof such Drawdown Date (less any applicable investment banking fees). For the avoidance of doubt, the Company shall not issue Shares to the Subscriber for any portion of the Subscriber’s Capital Commitment that has not been paid to the Company and used to purchase Shares pursuant to one or more Drawdown Notices (the “Undrawn Capital Commitment”). (ed) The Subscriber acknowledges and agrees that the Company retains intends to request contributions from all Investors with an Undrawn Capital Commitment pro rata in accordance with the right to exclude any Subscriber from purchasing Shares on any Drawdown Date ifCapital Commitments of all Investors with Undrawn Capital Commitments; provided that the Company shall retain the right, if determined by the Company in the Company’s reasonable its sole discretion, there is a substantial likelihood that such Subscriber’s purchase of Shares at such time would to require the Subscriber (i) result in to fund a violation of, Drawdown Purchase Price that is more or noncompliance with, any law less than its pro rata share 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 to fund a Drawdown Purchase Price but not require Other Investors to do so to seek to equalize the Companypercentage 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 Adviser Default Remedy Limitations (as defined below) or any other Subscriber or a portfolio company to any material filing requirement or regulatory requirement or material for regulatory, tax or withholding requirementother similar basis for distinguishing among Investors, (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 Companyincluding compliance with an Investor’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 internal investment or require the Adviser to modify the terms of an investment in a manner materially adverse to the Companyguidelines. Accordingly, the The Subscriber acknowledges and agrees that the Company may, if determined by the Company in its reasonable sole discretion, from time to time require Drawdown Purchases Capital Contributions from other investors Other Investors and not the SubscriberSubscriber or vice versa. Accordingly, Drawdown Notices may be issued only to only certain selected investors and stockholders of the Company 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 reasonable sole 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. a. Subject to the provisions of this Section 3, the Subscriber agrees to purchase Shares for an aggregate purchase price (ain U.S. dollars) With respect equal to drawdowns its Capital Commitment, payable at such times and in such amounts as required by the Company, each Fund. The Subscriber will shall be required to fund drawdowns a capital contribution to purchase Shares (a “Drawdown Purchase”) up to the amount of their respective Capital Commitment each time the Company 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 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 share price adjustment described in paragraph 4(b) below, the number of Shares to be purchased by a Subscriber differs from the amount set forth in the Drawdown Notice, the Company will deliver to the Subscriber an additional notice setting forth the actual number of Shares to be purchased by such Subscriber. Drawdown Notices will shall be delivered to each Subscriber at least seven 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 (the “Drawdown Purchase Price”) to be paid by the Subscriber to purchase Shares on such Drawdown Date. All purchases Each purchase of 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 SubscriberAdviser’s valuation policy. To accommodate Upon a Closing, a Subscriber will not know the legal, tax, regulatory or fiscal concerns of certain prospective investors, the Company may determine to allow certain investors to fully fund their Capital Commitment at one point in time, in lieu of sequential drawdowns of the Capital Commitment as described in this Section 4NAV per Share applicable on any 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 contribution 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. (b) The initial price of Shares is $20.00 per share on the initial Drawdown Date. For each subsequent Drawdown Date, the price per share shall equal the Company’s net asset value per share as of the close of the last calendar quarter preceding the applicable Drawdown Date, subject to the Company’s Board of 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 Company is not selling Shares at a price per Share that is below its then-current net asset value per Share. (c) 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. (d) c. Concurrent with any payment of all or a portion of the amount of a Drawdown AmountPurchase Price, the Company Fund shall issue to the Subscriber a number of 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 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 Company Fund shall not issue Shares to the Subscriber for any portion of the Subscriber’s Capital Commitment that has not been paid to the Company Fund and used to purchase Shares pursuant to one or more Drawdown Notices the terms of this Subscription Agreement (the “Undrawn Capital Commitment”). (e) a. 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 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 reasonable sole discretion, from time to time require Drawdown Purchases capital contributions from other investors Other Investors and not the SubscriberSubscriber or vice versa. Accordingly, Drawdown Notices may be issued only to only certain selected investors and stockholders of the Company Shareholders (including or excluding the Subscriber) from time to time and require a purchase of Shares by such investors in amounts determined by the Company Fund in its reasonable sole 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. (a) With respect 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 Company, each Fund. The Subscriber will shall be required to fund drawdowns a capital contribution to purchase Shares (a “Drawdown Purchase”) up to the amount of their respective Capital Commitment each time the Company 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 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 share price adjustment described in paragraph 4(b) below, the number of Shares to be purchased by a Subscriber differs from the amount set forth in the Drawdown Notice, the Company will deliver to the Subscriber an additional notice setting forth the actual number of Shares to be purchased by such Subscriber. Drawdown Notices will shall be delivered to each Subscriber at least seven 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 (the “Drawdown Purchase Price”) to be paid by the Subscriber to purchase Shares on such Drawdown Date. All purchases Each purchase of 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 SubscriberAdviser’s valuation policy. To accommodate Upon a Closing, a Subscriber will not know the legal, tax, regulatory or fiscal concerns of certain prospective investors, the Company may determine to allow certain investors to fully fund their Capital Commitment at one point in time, in lieu of sequential drawdowns of the Capital Commitment as described in this Section 4NAV per Share applicable on any 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 contribution 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. (b) The initial price of Shares is $20.00 per share on the initial Drawdown Date. For each subsequent Drawdown Date, the price per share shall equal the Company’s net asset value per share as of the close of the last calendar quarter preceding the applicable Drawdown Date, subject to the Company’s Board of 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 Company is not selling Shares at a price per Share that is below its then-current net asset value per Share. (c) 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. (dc) Concurrent with any payment of all or a portion of the amount of a Drawdown AmountPurchase Price, the Company Fund shall issue to the Subscriber a number of 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 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 Company Fund shall not issue Shares to the Subscriber for any portion of the Subscriber’s Capital Commitment that has not been paid to the Company Fund and used to purchase Shares pursuant to one or more Drawdown Notices the terms of this Subscription Agreement (the “Undrawn Capital Commitment”). (ed) 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 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 reasonable sole discretion, from time to time require Drawdown Purchases capital contributions from other investors Other Investors and not the SubscriberSubscriber or vice versa. Accordingly, Drawdown Notices may be issued only to only certain selected investors and stockholders of the Company Shareholders (including or excluding the Subscriber) from time to time and require a purchase of Shares by such investors in amounts determined by the Company Fund in its reasonable sole 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. (a) With respect 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 Company, each . The Subscriber will shall be required to fund drawdowns a capital contribution to purchase Shares (a “Drawdown Purchase”) up to the amount of their respective Capital Commitment each time the 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 Shares to be purchased by such Subscriber; and (iv) the date on which payment will be due (the each, a “Drawdown Date”) on which such Drawdown Amount is due. On and shall set forth the Drawdown Date, ifamount, in connection with a per share U.S. dollars, of the aggregate purchase price adjustment described in paragraph 4(b(the “Drawdown Purchase Price”) below, the number of Shares to be purchased paid by a Subscriber differs from the amount set forth in the Drawdown Notice, the Company will deliver to the Subscriber an additional notice setting forth the actual number of to purchase Shares to be purchased by on such Subscriber. Drawdown Notices will be delivered to each Subscriber at least seven business days prior to the Drawdown Date. All purchases Each purchase of 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 Subscriberprocedures set forth in the Memorandum. To accommodate the legal, tax, regulatory or fiscal concerns of certain prospective investorsHowever, the Company may determine reserves the right to allow certain investors to fully fund their Capital Commitment sell Shares at one point in timea price set above the NAV per Share based on a variety of factors, in lieu of sequential drawdowns including, without limitation, the total amount of the Capital Commitment as described in this Section 4Company’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 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. (b) The initial price of Shares is $20.00 per share on the initial Drawdown Date. For each subsequent Drawdown Date, the price per share shall equal the Company’s net asset value per share as of the close of the last calendar quarter preceding the applicable Drawdown Date, subject to the Company’s Board of 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 Company is not selling Shares at a price per Share that is below its then-current net asset value per Share. (c) 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. (dc) Concurrent with any payment of all or a portion of the amount of a Drawdown AmountPurchase Price, the Company shall issue to the Subscriber a number of 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 Share as determined aboveof such Drawdown Date. For the avoidance of doubt, the Company shall not issue Shares for any portion of the Subscriber’s Capital Commitment that has not been paid to the Company and used to purchase 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. 6.1 Subject to 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 Borrower 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, an Operating Cash Shortfall arises and the Borrower is required to advance the relevant Operating Cash Shortfall Contribution Amount to 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 to the Lender not less than 10 (ten) 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 the Advance required; 6.2.4 in the case of a draw down of the OCSF Facility, the amount of the proposed Advance does not exceed either of: (a) With respect the Operating Cash Shortfall Contribution Amount required to drawdowns be paid by the Company, each Subscriber will be required Borrower to fund drawdowns to purchase Shares Holdco on the proposed Advance Date; and (a “Drawdown Purchase”) up to the amount of their respective Capital Commitment each time the Company delivers a notice (a “Drawdown Notice”). Drawdown Notices will specify (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 Shares the Available Guarantee Commitment; 6.2.6 in the case of a draw down of the OCSF Facility, the amount of 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 Calculation Period shall mean each 12 month period commencing on the Closing Date; 6.2.7 the proposed date for the making of such Subscriber; and Advance is a Business Day within the applicable Availability Period; 6.2.8 no Fundamental Event of Default (ivas defined in the Global Intercreditor Agreement) the date (the “Drawdown Date”) on which such Drawdown Amount is due. On the Drawdown Datehas occurred, if, in connection with other than a per share price adjustment described Fundamental Event of Default referred to in paragraph 4(b) below, 4 of schedule 3 of the number of Shares to be purchased by a Subscriber differs from the amount set forth Global Intercreditor agreement; 6.2.9 no Senior Enforcement Action (as defined in the Drawdown Notice, Global Intercreditor Agreement) has occurred; 6.2.10 no event referred to in clause 6.2 of the Company will deliver RPM Funding Common Terms Agreement (Mandatory Prepayments: Change of Control) has occurred; 6.2.11 the Senior Discharge Date has not occurred; and 6.2.12 the Borrower has not failed in respect of any previous Advance made to it under this Agreement to make a corresponding advance ("the Subscriber an additional notice setting forth the actual number of Shares Borrower Advance") to be purchased by such Subscriber. Drawdown Notices will be delivered to each Subscriber at least seven business days prior to the Drawdown Date. 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 Subscriberany 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, 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 may be submitted in any calendar month. 6.4 The Lender will make each Advance to the Borrower on the date specified in the relevant Notice of Drawdown by 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. To accommodate The Lender shall be entitled to at any time notify the legal, tax, regulatory or fiscal concerns Borrower that it shall only be entitled to elect the Borrower Proceeds Account for purposes of receiving payment of certain prospective investorsspecified or all future Advances, the Company 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 Capital Commitment as described in this Section 4. No Subscriber shall be required to invest more than the total amount of accordance with its Capital Commitment. (b) The initial price of Shares is $20.00 per share on the initial Drawdown Date. For each subsequent Drawdown Date, the price per share shall equal the Company’s net asset value per share as of the close of the last calendar quarter preceding the applicable Drawdown Date, subject to the Company’s Board of 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 Company is not selling Shares at a price per Share that is below its then-current net asset value per Share. (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 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. (d) Concurrent with any payment of all or a portion of the amount of a Drawdown Amount, the Company shall issue to the Subscriber a number of Shares equal to (i) the amount of such Drawdown Amount funded an Advance by the Subscriber on 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 Date divided by (ii) shall fully discharge the price per Share as determined above. For the avoidance Lender's obligation to make such Advance in terms of doubt, the Company this Agreement and shall not issue Shares for any portion of the Subscriber’s Capital Commitment that has not been paid to the Company and used to purchase 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 this Agreement be deemed to be payment 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 Advance to the Company. Accordingly, the Subscriber Borrower. 6.6 The Borrower 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. (a) With respect 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 Company, each Fund. The Subscriber will shall be required to fund drawdowns a capital contribution to purchase Shares (a “Drawdown Purchase”) up to the amount of their respective Capital Commitment each time the Company 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 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 share price adjustment described in paragraph 4(b) below, the number of Shares to be purchased by a Subscriber differs from the amount set forth in the Drawdown Notice, the Company will deliver to the Subscriber an additional notice setting forth the actual number of Shares to be purchased by such Subscriber. Drawdown Notices will shall be delivered to each Subscriber at least seven 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 (the “Drawdown Purchase Price”) to be paid by the Subscriber to purchase Shares on such Drawdown Date. All purchases Each purchase of 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 SubscriberAdviser’s valuation policy. To accommodate Upon a Closing, a Subscriber will not know the legal, tax, regulatory or fiscal concerns of certain prospective investors, the Company may determine to allow certain investors to fully fund their Capital Commitment at one point in time, in lieu of sequential drawdowns of the Capital Commitment as described in this Section 4NAV per Share applicable on any 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 contribution 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. (b) The initial price of Shares is $20.00 per share on the initial Drawdown Date. For each subsequent Drawdown Date, the price per share shall equal the Company’s net asset value per share as of the close of the last calendar quarter preceding the applicable Drawdown Date, subject to the Company’s Board of 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 Company is not selling Shares at a price per Share that is below its then-current net asset value per Share. (c) 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. (dc) Concurrent with any payment of all or a portion of the amount of a Drawdown AmountPurchase Price, the Company Fund shall issue to the Subscriber a number of 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 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 Company Fund shall not issue Shares to the Subscriber for any portion of the Subscriber’s Capital Commitment that has not been paid to the Company Fund and used to purchase Shares pursuant to one or more Drawdown Notices the terms of this Subscription Agreement (the “Undrawn Capital Commitment”). (ed) 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 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 reasonable sole discretion, from time to time require Drawdown Purchases capital contributions from other investors Other Investors and not the SubscriberSubscriber or vice versa. Accordingly, Drawdown Notices may be issued only to only certain selected investors and stockholders of the Company Shareholders (including or excluding the Subscriber) from time to time and require a purchase of Shares by such investors in amounts determined by the Company Fund in its reasonable sole 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. (a) With respect 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 Company, each Fund. The Subscriber will shall be required to fund drawdowns a capital contribution to purchase Shares (a “Drawdown Purchase”) up to the amount of their respective Capital Commitment each time the Company 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 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 share price adjustment described in paragraph 4(b) below, the number of Shares to be purchased by a Subscriber differs from the amount set forth in the Drawdown Notice, the Company will deliver to the Subscriber an additional notice setting forth the actual number of Shares to be purchased by such Subscriber. Drawdown Notices will shall be delivered to each Subscriber at least seven 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 (the “Drawdown Purchase Price”) to be paid by the Subscriber to purchase Shares on such Drawdown Date. All purchases Each purchase of 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 SubscriberAdviser’s valuation policy. To accommodate Upon a Closing, a Subscriber will not know the legal, tax, regulatory or fiscal concerns of certain prospective investors, the Company may determine to allow certain investors to fully fund their Capital Commitment at one point in time, in lieu of sequential drawdowns of the Capital Commitment as described in this Section 4NAV per Share applicable on any 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 contribution 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. (b) The initial price of Shares is $20.00 per share on the initial Drawdown Date. For each subsequent Drawdown Date, the price per share shall equal the Company’s net asset value per share as of the close of the last calendar quarter preceding the applicable Drawdown Date, subject to the Company’s Board of 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 Company is not selling Shares at a price per Share that is below its then-current net asset value per Share. (c) 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. (dc) Concurrent with any payment of all or a portion of the amount of a Drawdown AmountPurchase Price, the Company Fund shall issue to the Subscriber a number of 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 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 Company Fund shall not issue Shares to the Subscriber for any portion of the Subscriber’s Capital Commitment that has not been paid to the Company Fund and used to purchase Shares pursuant to one or more Drawdown Notices the terms of this Subscription Agreement (the “Undrawn Capital Commitment”). (ed) 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 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 reasonable sole discretion, from time to time require Drawdown Purchases capital contributions from other investors Other Investors and not the SubscriberSubscriber or vice versa. Accordingly, Drawdown Notices may be issued only to only certain selected investors and stockholders of the Company Shareholders (including or excluding the Subscriber) from time to time and require a purchase of Shares by such investors in amounts determined by the Company Fund in its reasonable sole 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. (a) With respect 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 Company, each Subscriber will Fund. The Purchaser shall be required to fund drawdowns a capital contribution to purchase Shares (a “Drawdown Purchase”) up to the amount of their respective Capital Commitment each time the Company 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 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 share price adjustment described in paragraph 4(b) below, the number of Shares to be purchased by a Subscriber differs from the amount set forth in the Drawdown Notice, the Company will deliver to the Subscriber an additional notice setting forth the actual number of Shares to be purchased by such Subscriber. Drawdown Notices will shall be delivered to each Subscriber at least seven 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. All purchases pursuant to The per Share price for the purchase of Shares on a Drawdown Notice will generally Date (the “Per Share Price”) shall be made pro rataequal to (i) prior to the Fund’s election to be regulated as a business development company under the 1940 Act (the “BDC Election”), $25.00 per Share, and (ii) upon and after the BDC Election, 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 SubscriberFund’s valuation procedures. To accommodate the legal, tax, regulatory or fiscal concerns of certain prospective investorsHowever, the Company may determine Fund reserves the right to allow certain investors to fully fund their Capital Commitment sell Shares at one point in timea price set above the NAV per Share based on a variety of factors, in lieu of sequential drawdowns including, without limitation, the total amount of the Capital Commitment as described in this Section 4Fund’s organizational and other expenses. No Subscriber Investor shall be required to invest more than the total amount of its Capital Commitment. (b) The initial price of Shares is $20.00 per share on the initial Drawdown Date. For each subsequent Drawdown Date, the price per share shall equal the Company’s net asset value per share as of the close of the last calendar quarter preceding the applicable Drawdown Date, subject to the Company’s Board of 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 Company is not selling Shares at a price per Share that is below its then-current net asset value per Share. (c) 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. (dc) Concurrent with any payment of all or a portion of the amount of a Drawdown AmountPurchase Price, the Company Fund shall issue to the Subscriber Purchaser a number of 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 Per Share Price as determined aboveof such Drawdown Date. For the avoidance of doubt, the Company Fund shall not issue Shares to the Purchaser for any portion of the SubscriberPurchaser’s Capital Commitment that has not been paid to the Company Fund and used to purchase Shares pursuant to one or more Drawdown Notices (the “Undrawn Capital Commitment”). (ed) 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 Purchaser acknowledges and agrees that the Company 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 reasonable sole discretion, from time to time require Drawdown Purchases capital contributions from other investors Other Investors and not the SubscriberPurchaser or vice versa. Accordingly, Drawdown Notices may be issued only to only certain selected investors and stockholders of the Company Shareholders (including or excluding the SubscriberPurchaser) from time to time and require a purchase of Shares by such investors Investors in amounts determined by the Company Fund in its reasonable sole 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.