Common use of EVM Clause in Contracts

EVM. (a) After the execution and delivery of this Agreement by each Party and following approval by the shareholders of EIV of the Reorganization, EVM represents that it will use its best efforts, consistent with its fiduciary duties, to present the Board of Trustees of EIM (the “Board”) with information and a proposal to enable the Board to approve: (i) a tender offer for 10% of the outstanding common shares of EIM on the date of the commencement of the tender offer (or such lesser amount that is properly tendered and not withdrawn) at not less than 98% of EIM’s net asset value per share (“NAV”) (the “Tender Offer”); (ii) a conditional tender offer (the “Initial Conditional Tender Offer”) for EIM’s outstanding common shares subject to the following terms: if during a 120-day period announced by EIM, commencing as soon as reasonably practicable after the Tender Offer closes, EIM’s shares trade at an average discount to its NAV of more than 6% (based upon the average of the difference between its volume-weighted average market price and NAV each business day during the period) (the “First Trigger Event”), EIM shall conduct the Initial Conditional Tender Offer. The Initial Conditional Tender Offer shall be for 5% of EIM’s common shares outstanding on the commencement date of the Initial Conditional Tender Offer (or such lesser amount that is properly tendered and not withdrawn) at a price of 98% of EIM’s NAV. The Initial Conditional Tender Offer would commence within 30 days of the end of the calendar month in which the First Trigger Event occurs. (iii) an additional conditional tender offer (the “Additional Conditional Tender Offer”) for EIM’s common shares if the First Trigger Event Occurs and Initial Conditional Tender Offer is consummated subject to the following terms: if during a 120-day period announced by EIM, EIM’s shares trade at an average discount to its NAV of more than 6% (based upon the average of the difference between its volume-weighted average market price and NAV each business day during the period) (the “2nd Trigger Event”), EIM shall conduct the Additional Conditional Tender Offer. The Additional Conditional Tender Offer shall be for 5% of EIM’s common shares outstanding on the commencement date of the Additional Conditional Tender Offer (or such lesser amount that is properly tendered and not withdrawn) at a price of 98% of EIM’s NAV. The Additional Conditional Tender Offer would commence within 30 days of the end of the calendar month in which the 2nd Trigger Event occurs. For the avoidance of doubt, if the Initial Conditional Tender Offer is not consummated then EIM will not announce a second 120-day period and will not commence the Additional Conditional Tender Offer. (b) EVM also agrees to recommend to the Board that a press release announcing the approval of the Tender Offer, the Initial Conditional Tender Offer and the Additional Conditional Tender Offer by EIM be issued within a reasonable period after Board approval (“Initial Announcement”). (c) If either (i) the Reorganization is not approved by EIV’s shareholders or (ii) an Initial Announcement of EIM’s Tender Offer has not been issued within 30 days of the date on which the Reorganization is so approved, this Agreement shall be deemed to be void and have no further force and effect. The Parties acknowledge and agree that the Reorganization is intended to be tax free for federal income tax purposes and in that connection EIM must meet certain requirements under the Internal Revenue Code, including the continuity of shareholder interests test.

EVM. (a) After the execution and delivery of this Agreement by each Party and following approval by the shareholders of EIV of the ReorganizationParty, EVM represents that it will use its best efforts, consistent with its fiduciary duties, to present the EIM Board of Trustees of EIM (the “Board”) with information and a proposal to enable the EIM Board to approve: (i) a A tender offer for 1020% of the outstanding common shares of EIM on the date of the commencement of the tender offer (or such lesser amount that is properly tendered and not withdrawn) at not less than 98% of EIM’s net asset value per share (“NAV”) NAV (the “Tender Offer”);. Once approved by the EIM Board, EVM shall use its best efforts to cause the Tender Offer to commence no later than June 7, 2024. (ii) a A conditional tender offer (the “Initial Conditional Tender Offer”) for EIM’s outstanding common shares subject to the following terms: if during a 120-day four- month period announced by EIM, commencing as soon as reasonably practicable after on the date of the close of the Tender Offer closesOffer, EIM’s common shares trade at an average discount to its NAV of more than 67.5% (based upon the average of the difference between its volume-weighted average market price and NAV each business day during the period, as measured at the close of the period) (the “First Trigger Event”), EIM shall conduct the Initial Conditional Tender Offer. The Initial Conditional Tender Offer shall be for 5% of EIM’s common shares outstanding on the commencement date of the Initial Conditional Tender Offer (or such lesser amount that is properly tendered and not withdrawn) at a price of 98% of EIM’s NAV. The Initial Conditional Tender Offer would commence within 30 twenty (20) business days of the end of the calendar month in date on which the First Trigger Event occurs. (iii) an An additional conditional tender offer (the “Additional Conditional Tender Offer”) for EIM’s common shares if the First Trigger Event Occurs and Initial Conditional Tender Offer is consummated shares, subject to the following additional terms: if during a 120four-month period commencing on the first business day period announced by EIMafter the nine-month anniversary of the commencement of the Tender Offer, EIM’s shares trade at an average discount to its NAV of more than 67.5% (based upon the average of the difference between its volume-weighted average market price and NAV each business day during the period, as measured at the close of the period) (the “2nd Trigger Event”), EIM shall conduct the Additional Conditional Tender Offer. The Additional Conditional Tender Offer shall be for 5% of EIM’s common shares outstanding on the commencement date of the Additional Conditional Tender Offer (or such lesser amount that is properly tendered and not withdrawn) at a price of 98% of EIM’s NAV. The Additional Conditional Tender Offer would commence within 30 twenty (20) business days of the end of the calendar month in date on which the 2nd Trigger Event occurs. For the avoidance of doubt, if the Initial Conditional Tender Offer is not consummated then EIM will not announce a second 120-day period and will not commence the Additional Conditional Tender Offer. (biv) EVM also agrees Notwithstanding any commitment by the Fund to recommend to the Board that a press release announcing the approval of conduct the Tender Offer, the Initial Conditional Tender Offer and the Additional Conditional Tender Offer by EIM be issued within Offer, the Fund will not commence a reasonable period after Board approval (“Initial Announcement”).tender offer or accept tenders or effect repurchases of the Fund’s common shares during any periods if (c) If either (i) such transactions, if consummated, would (a) result in delisting of the Reorganization is not approved by EIVFund’s shareholders Shares from the NYSE American (the NYSE American LLC Company Guide provides that the NYSE American would promptly initiate suspension and delisting procedures with respect to closed-end funds if the total market value of publicly held shares and net assets are each less than $5,000,000 for more than 60 consecutive days or it ceases to maintain its closed-end status); (b) cause the Fund to fail to qualify and to be treated as a regulated investment (ii) an Initial Announcement there is any (a) in the EIM Board’s good faith and reasonable judgment, material legal action or proceeding instituted or threatened challenging the legality of EIM’s Tender Offer has not been issued within 30 days of the date on which the Reorganization is so approved, this Agreement shall be deemed to be void and have no further force and effect. The Parties acknowledge and agree that the Reorganization is intended to be tax free for federal income tax purposes and in that connection EIM must meet certain requirements under the Internal Revenue Code, including the continuity of shareholder interests test.such transactions;

EVM. (a) After the execution and delivery of this Agreement by each Party and following approval by the shareholders of EIV of the ReorganizationParty, EVM represents that it will use its best efforts, consistent with its fiduciary duties, to present the EIM Board of Trustees of EIM (the “Board”) with information and a proposal to enable the EIM Board to approve: (i) a A tender offer for 1020% of the outstanding common shares of EIM on the date of the commencement of the tender offer (or such lesser amount that is properly tendered and not withdrawn) at not less than 98% of EIM’s net asset value per share (“NAV”) NAV (the “Tender Offer”);. Once approved by the EIM Board, EVM shall use its best efforts to cause the Tender Offer to commence no later than June 7, 2024. (ii) a A conditional tender offer (the “Initial Conditional Tender Offer”) for EIM’s outstanding common shares subject to the following terms: if during a 120four-day month period announced by EIM, commencing as soon as reasonably practicable after on the date of the close of the Tender Offer closesOffer, EIM’s common shares trade at an average discount to its NAV of more than 67.5% (based upon the average of the difference between its volume-weighted average market price and NAV each business day during the period, as measured at the close of the period) (the “First Trigger Event”), EIM shall conduct the Initial Conditional Tender Offer. The Initial Conditional Tender Offer shall be for 5% of EIM’s common shares outstanding on the commencement date of the Initial Conditional Tender Offer (or such lesser amount that is properly tendered and not withdrawn) at a price of 98% of EIM’s NAV. The Initial Conditional Tender Offer would commence within 30 twenty (20) business days of the end of the calendar month in date on which the First Trigger Event occurs. (iii) an An additional conditional tender offer (the “Additional Conditional Tender Offer”) for EIM’s common shares if the First Trigger Event Occurs and Initial Conditional Tender Offer is consummated shares, subject to the following additional terms: if during a 120four-month period commencing on the first business day period announced by EIMafter the nine-month anniversary of the commencement of the Tender Offer, EIM’s shares trade at an average discount to its NAV of more than 67.5% (based upon the average of the difference between its volume-weighted average market price and NAV each business day during the period, as measured at the close of the period) (the “2nd Trigger Event”), EIM shall conduct the Additional Conditional Tender Offer. The Additional Conditional Tender Offer shall be for 5% of EIM’s common shares outstanding on the commencement date of the Additional Conditional Tender Offer (or such lesser amount that is properly tendered and not withdrawn) at a price of 98% of EIM’s NAV. The Additional Conditional Tender Offer would commence within 30 twenty (20) business days of the end of the calendar month in date on which the 2nd Trigger Event occurs. For . (iv) Notwithstanding any commitment by the avoidance of doubtFund to conduct the Tender Offer, if the Initial Conditional Tender Offer is not consummated then EIM will not announce a second 120-day period and will not commence the Additional Conditional Tender Offer, the Fund will not commence a tender offer or accept tenders or effect repurchases of the Fund’s common shares during any periods if (i) such transactions, if consummated, would (a) result in delisting of the Fund’s Shares from the NYSE American (the NYSE American LLC Company Guide provides that the NYSE American would promptly initiate suspension and delisting procedures with respect to closed-end funds if the total market value of publicly held shares and net assets are each less than $5,000,000 for more than 60 consecutive days or it ceases to maintain its closed-end status); (b) cause the Fund to fail to qualify and to be treated as a regulated investment company under the Internal Revenue Code of 1986, as amended (which would subject the Fund to tax on its taxable income at corporate rates, and cause all distributions from earnings and profits, including any distributions of net tax-exempt income and net long-term capital gains, to be taxable to shareholders as ordinary income); or (c) result in a failure to comply with asset coverage requirements applicable to any senior securities of the Fund that are issued and outstanding; (ii) there is any (a) in the EIM Board’s good faith and reasonable judgment, material legal action or proceeding instituted or threatened challenging the legality of such transactions; (b) suspension of or limitation on prices for trading securities generally on the NYSE American or other national securities exchange(s), or the National Association of Securities Dealers Automated Quotation System (“NASDAQ”) National Market System; or (c) declaration of a banking moratorium by federal or state authorities or any suspension of payment by banks in the United States, Massachusetts or New York; or (iii) the EIM Board determines, in good faith, that effecting any such transactions would constitute a breach of the fiduciary duty it owes to the Fund or its shareholders. In the event of a delay pursuant to any of clauses (i) through (iii) above or a determination not to conduct the tenders set forth herein, the Fund will (x) provide, within three (3) calendar days, written notice to Xxxxxx of any such determination not to conduct or delay the Tender Offer pursuant to this Section 1(a)(iv), in each case, together with a detailed analysis of the reason for such determination and reasonable support for such determination and (y) in the event of a delay, the Fund will commence the Tender Offer as soon as practicable and not later than 10 days after the termination of such delaying event. (b) EVM also agrees to recommend to the EIM Board that a press release in the form attached hereto as Appendix B announcing the approval of the Tender Offer, the Initial Conditional Tender Offer and the Additional Conditional Tender Offer by EIM be issued within a reasonable period two business days after EIM Board approval (the “Initial Announcement”). (c) If either (i) the Reorganization is not approved by EIV’s shareholders or (ii) an Initial Announcement of EIM’s Tender Offer has not been issued within 30 days of the date on which the Reorganization is so approved, this Agreement shall be deemed to be void and have no further force and effect. The Parties acknowledge and agree that the Reorganization is intended to be tax free for federal income tax purposes and in that connection EIM must meet certain requirements under the Internal Revenue Code, including the continuity of shareholder interests test.