Common use of Investment Experience; Access to Information Clause in Contracts

Investment Experience; Access to Information. Each Purchaser (for itself and for each account for which such Purchaser is acquiring the Notes) severally represents that such Person (a) is an “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act and an “Institutional Account” as defined in FINRA Rule 4512(c), (b) either alone or together with its representatives has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of this investment and make an informed decision to so invest and has so evaluated and analyzed the risks and merits of such investment, (c) has the ability to bear the economic risks of this investment and can afford a complete loss of such investment, (d) understands the terms of and risks associated with the purchase of the Notes, including, without limitation, a lack of liquidity, pricing availability and risks associated with the industry in which the Company operates, (e) has had the opportunity to review (i) the Disclosure Documents and (ii) such other disclosure regarding the Company, its business and its financial condition as such Purchaser has determined to be necessary in connection with the purchase of the Notes, (f) has had an opportunity to ask such questions and make such inquiries concerning the Company, its business and its financial condition as such Purchaser has deemed appropriate in connection with its purchase of the Notes and to receive satisfactory answers to such questions and inquiries, and (g) is purchasing the Notes without a view to distribution thereof within the meaning of the Securities Act and agrees not to reoffer or resell the Notes except pursuant to an exemption from registration under the Securities Act or pursuant to an effective registration statement thereunder (it being understood, however, that the disposition of such Person’s property shall at all times be within such Person’s control).

Investment Experience; Access to Information. Each Purchaser (for itself and for each account for which such Purchaser is acquiring the Notes) severally represents that such Person Person (a) is an “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act and an “Institutional Account” as defined in FINRA Rule 4512(c), , (b) either alone or together with its representatives has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of this investment and make an informed decision to so invest and has so evaluated and analyzed the risks and merits of such investment, , (c) has the ability to bear the economic risks of this investment and can afford a complete loss of such investment, , (d) understands the terms of and risks associated with the purchase of the Notes, including, without limitation, a lack of liquidity, pricing availability and risks associated with the industry in which the Company operates, , (e) has had the opportunity to review (i) the Disclosure Documents and Documents, (ii) the Annual Report on Form 10-K for the Company for the fiscal year ended December 31, 2019, (iii) the Quarterly Report on Form 10-Q for the Company for the quarter ended March 31, 2020, (iv) such other disclosure regarding the Company, its business and its financial condition as such Purchaser has determined to be necessary in connection with the purchase of the NotesNotes and (v) has not received any other information, whether orally or in writing, contrary to the information in this sub-clause (e), (f) has had an opportunity to ask such questions and make such inquiries concerning the Company, its business and its financial condition as such Purchaser has deemed appropriate in connection with its purchase of the Notes and to receive satisfactory answers to such questions and inquiries, and and (g) is purchasing the Notes without a view to distribution thereof within the meaning of the Securities Act and agrees not to reoffer or resell the Notes except pursuant to an exemption from registration under the Securities Act or pursuant to an effective registration statement thereunder (it being understood, however, that the disposition of such Person’s property shall at all times be within such Person’s control).

Investment Experience; Access to Information. Each Purchaser (for itself and for each account for which such Purchaser is acquiring the Notes) severally represents that such Person It (a) is an “"accredited investor” " as that term is defined in Rule 501(a)(1), (2), (3) or (7501(a) of Regulation D as promulgated under the Securities Act of 1933, as amended (the "Securities Act"), has completed and delivered to the Company, either previously as an “Institutional Account” investor in the Series B Preferred or herewith if not an investor in the Series B Preferred, the investor questionnaire attached as defined Exhibit 4.3 (the "Investor Questionnaire") and certifies that the information concerning it as set forth on Exhibit A and in FINRA Rule 4512(c)the Investor Questionnaire is true and correct in all respects, (b) either alone or together with its representatives advisors is an investor experienced in the evaluation of businesses similar to the Company's business, and has such knowledge and experience in financial financial, business and business other relevant matters as to be competent and fully capable of evaluating examining all the merits merits, risks and risks other aspects of the investment contemplated by this investment Agreement on its own and to make an informed decision to so invest and has so evaluated and analyzed the risks and merits of such investmentwith respect thereto, (c) has the ability to bear the economic risks of this investment and can afford a complete which could include the loss of some or all of its investment and has sufficient other assets such investmentthat the loss of all its investment in the Company would not have a material adverse effect on its financial condition or adversely affect its ability to maintain its present lifestyle or operations, as the case may be, (d) understands has been provided and carefully reviewed the terms of Company's Private Placement Memorandum dated April 26, 1995 and risks associated with has been afforded prior to the purchase of date hereof the Notesopportunity to ask questions of, includingand to receive answers from, without limitation, a lack of liquidity, pricing availability and risks associated with the industry in which the Company operatesand its representatives and has received from the Company all other information concerning the investment contemplated by this Agreement that it has requested, and (e) has had the opportunity acknowledges that no assurances, representations or guaranties of any nature whatsoever (including those relating to review (icapital appreciation, dividends or tax aspects) the Disclosure Documents and (ii) such other disclosure regarding the Company, its business and its financial condition as such Purchaser has determined to be necessary in connection with the purchase of the Notes, (f) has had an opportunity to ask such questions and make such inquiries concerning the Company, its business and its financial condition as such Purchaser has deemed appropriate in connection with its purchase of the Notes and to receive satisfactory answers to such questions and inquiries, and (g) is purchasing the Notes without a view to distribution thereof within the meaning of the Securities Act and agrees not to reoffer or resell the Notes except pursuant to an exemption from registration under the Securities Act or pursuant to an effective registration statement thereunder (it being understood, however, that the disposition of such Person’s property shall at all times be within such Person’s control).have

Investment Experience; Access to Information. Each Purchaser (for itself and for each account for which such Purchaser is acquiring the Notes) severally represents that such Person it (a) is an institutional “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7501(a) of Regulation D promulgated under the Securities Act and Act, an “Institutional Account” as defined in FINRA Rule 4512(c)) and a Qualified Institutional Buyer, (b) either alone or together with its representatives has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of this investment and make an informed decision to so invest invest, and has so evaluated and analyzed the risks and merits of such investment, (c) has the ability to bear the economic risks of this investment and can afford a complete loss of such investment, (d) understands the terms of and risks associated with the purchase of the Notes, including, without limitation, a lack of liquidity, pricing availability and risks associated with the industry X. XXXX XXXXX OHA SELECT PRIVATE CREDIT FUND NOTE PURCHASE AGREEMENT in which the Company operates, (e) has had the opportunity to review (i) the Disclosure Documents Documents, (ii) the Quarterly Reports on Form 10-Q for the Company for the quarters ended June 30, 2023 and September 30, 2023 and (iiiii) such other disclosure regarding the Company, its business and its financial condition as such Purchaser has determined to be necessary in connection with the purchase of the Notes, and (f) has had an opportunity to ask such questions and make such inquiries concerning the Company, its business business, its management and its financial condition affairs and condition, in each case, as such Purchaser has deemed appropriate in connection with its such purchase of the Notes and to receive satisfactory answers to such questions and inquiries, and (g) is purchasing the Notes without a view to distribution thereof within the meaning of the Securities Act and agrees not to reoffer or resell the Notes except pursuant to an exemption from registration under the Securities Act or pursuant to an effective registration statement thereunder (it being understood, however, that the disposition of such Person’s property shall at all times be within such Person’s control).

Investment Experience; Access to Information. Each Purchaser (for itself and for each account for which such Purchaser is acquiring the Notes) severally represents that such Person (a) is an “accredited investor” Each Purchaser and each member of Xxxxx Xxx LLC, or a person acting in his, her or its capacity as "purchaser representative" (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D of the Securities Act) for such Purchaser or member, are "accredited investors" as that term is defined in Rule 501(a) promulgated under the Securities Act and an “Institutional Account” as defined Act; are sophisticated investors; are able to fend for themselves in FINRA Rule 4512(c), (b) either alone or together with its representatives has the transactions contemplated by this Agreement; have such knowledge and experience in financial financial, business and business investment matters as to be capable of evaluating the merits and risks of this investment and make an informed decision to so invest and has so evaluated and analyzed the risks and merits of such investment, (c) has ; have the ability to bear the economic risks of this investment; and have had access to such information as is specified in subparagraph (b)(2) of Rule 502 promulgated under the Securities Act, all as necessary for such Purchaser or member, or such "purchaser representative," to make an informed investment and can afford a complete loss of such investment, (d) understands the terms of and risks associated decision with respect to the purchase of the NotesShares. (b) Each Purchaser and each member of Xxxxx Xxx LLC are aware of the following: (1) the Shares are a speculative investment which involve a substantial degree of risk of loss by such Purchaser or member of such Purchaser's or member's entire investment in the Company and that such Purchaser or member understands and takes full cognizance of the risks related to the purchase of the Shares; (2) no federal or state agency has made any findings as to the fairness of the terms of the offering; and (3) any projections or predictions that may have been made available to any Purchaser or member are based on estimates, includingassumptions and forecasts which may prove to be incorrect, without limitation, a lack of liquidity, pricing availability and risks associated no assurance is given that actual results will correspond with the industry in which results contemplated by the Company operatesvarious projections; (c) At no time has it been explicitly or implicitly represented, (e) has had the opportunity guaranteed or warranted to review (i) the Disclosure Documents and (ii) such other disclosure regarding any Purchaser or member of Xxxxx Xxx LLC by the Company, its business the agents and its financial condition employees of the Company, or any other person: (1) that a percentage of profit and/or amount or type of consideration will be realized as such a result of this investment; (2) that any cash dividends from Company operations or otherwise will be made to stockholders by any specific date or will be made at all; or (3) that any specific tax benefits will accrue as a result of an investment in the Company. (d) Each Purchaser has determined and each member of Xxxxx Xxx LLC have relied only on the information contained in this Agreement, and no written or oral representation or information that is in any way inconsistent with this Agreement and have been made or furnished to be necessary any Purchaser or any member of Xxxxx Xxx LLC or to any "purchaser representative" in connection with the purchase offering of the NotesShares, and if so made, has not been relied upon. (e) At no time was any Purchaser or any member of Xxxxx Xxx LLC presented with or solicited by any leaflet, public promotional meeting, newspaper or magazine article, radio or television advertisement or any other form of advertising or general solicitation. (f) has Each Purchaser and each member of Xxxxx Xxx LLC have had an opportunity to ask such questions and make such inquiries concerning prior personal or business relationships with the Company or its affiliates (including the employment of certain members of Xxxxx Xxx LLC as members of the Company's senior management), its or by reason of such Purchaser's or member's business or financial experience (either alone or with the aid of a purchaser representative), and its financial condition as each Purchaser and each member of Xxxxx Xxx LLC have the capacity to protect such Purchaser has deemed appropriate Purchaser's or member's own interest in connection with its purchase of the Notes and to receive satisfactory answers to such questions and inquiries, and this transaction. (g) is purchasing Each Purchaser and each member of Xxxxx Xxx LLC have been advised to consult with such Purchaser's or member's own attorney regarding legal matters concerning an investment in the Notes without a view Company and has done so to distribution thereof within the meaning of the Securities Act and agrees not to reoffer extent such Purchaser or resell the Notes except pursuant to an exemption from registration under the Securities Act or pursuant to an effective registration statement thereunder (it being understood, however, that the disposition of such Person’s property shall at all times be within such Person’s control)member considers necessary.

Investment Experience; Access to Information. Each Purchaser (for itself and for each account for which such Purchaser is acquiring the Notes) severally represents that such Person The New Investor (a) is an “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act and an “Institutional Account” as defined in FINRA Rule 4512(c), (b) either alone or together with its representatives his representatives, but without reliance upon the Selling Investor, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of this investment and make an informed decision to so invest invest, and has so evaluated and analyzed the risks and merits of such investment, (cb) has the ability to bear the economic risks of this investment and can afford a complete loss of such investment, (dc) understands the terms of and risks associated with the purchase acquisition of the NotesPurchased Principal Amount and the Purchased Warrants and Shares, including, without limitation, a lack of liquidity, price transparency or pricing availability and risks associated with the industry in which the Company operates, (ed) has had the opportunity to review (i) the Disclosure Documents and (ii) such other disclosure regarding the Company, its business and business, its financial condition and its prospects as such Purchaser the New Investor has determined to be necessary in connection with the purchase of the NotesPurchased Principal Amount and the Purchased Warrants and Shares, including, without limitation, the Company’s Annual Report on Form 10-K (for substantially equivalent form) for its most recently completed fiscal year, the Company's Quarterly Reports on Form 10-Q (or substantially equivalent form) for the fiscal quarters since the end of such completed fiscal year, and the Company’s Current Reports on Form 8-K (or substantially equivalent form) since the end of such completed fiscal year, each as amended, and (e) has had an opportunity to ask such questions and make such inquiries concerning the Company, its business and business, its financial condition and its prospects as such Purchaser the New Investor has deemed appropriate in connection with its such purchase of the Notes and to receive satisfactory answers to such questions and inquiries. The New Investor acknowledges that the Selling Investor has not given the New Investor any investment advice, and (g) is purchasing credit information or opinion on whether the Notes without a view to distribution thereof within the meaning purchase of the Securities Act Notes, Common Shares and agrees not to reoffer or resell the Notes except pursuant to an exemption from registration under the Securities Act or pursuant to an effective registration statement thereunder (it being understood, however, that the disposition of such Person’s property shall at all times be within such Person’s control)Warrants is prudent.

Investment Experience; Access to Information. Each Purchaser (for itself and for each account for which At the time such Purchaser is acquiring was offered the NotesSecurities, it was, and as of the date hereof it is: (i) severally represents that such Person (a) is an “accredited investor” as defined in Rule 501(a)(1), (2a)(2), (3a)(3), (a)(7) or (7a)(8) of Regulation D promulgated under the Securities Act and an or (ii) a “Institutional Accountqualified institutional buyer” as defined in FINRA Rule 4512(c), (b144A(a) either alone or together with its representatives under the Securities Act. Purchaser is aware of the Company’s business affairs and financial condition and has had access to and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Securities. Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of this investment and make an informed decision to so invest and has so evaluated and analyzed the risks and merits of such investment, (c) has the ability to bear the economic risks of this investment and can afford a complete loss of such investment, (d) understands the terms of and risks associated with the purchase of the Notes, including, without limitation, a lack of liquidity, pricing availability and risks associated with the industry in which the Company operates, (e) has had the opportunity to review (i) the Disclosure Documents and (ii) such other disclosure regarding the Company, its business and financial experience as is required to give it the capacity to protect its financial condition as such Purchaser has determined to be necessary own interests in connection with the purchase of the Notes, (f) Securities. Purchaser acknowledges that it has had an the opportunity to review the Company’s filings with the Commission and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and make such inquiries to receive answers from, representatives of the Company concerning the Company, its business terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities; (ii) access to information about the Company and its financial condition as condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Purchaser has deemed appropriate in connection sought such accounting, legal and tax advice as it has considered necessary to make an informed decision with respect to its purchase acquisition of the Notes and to receive satisfactory answers to such questions and inquiries, and (g) is purchasing the Notes without a view to distribution thereof within the meaning of the Securities Act and agrees not to reoffer or resell the Notes except pursuant to an exemption from registration under the Securities Act or pursuant to an effective registration statement thereunder (it being understood, however, that the disposition of such Person’s property shall at all times be within such Person’s control)Securities.

Investment Experience; Access to Information. Each Purchaser (for itself and for each account for which such Purchaser is acquiring the Notes) severally represents that such Person it (a) is an “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7501(a) of Regulation D promulgated under the Securities Act and an “Institutional Account” as defined in FINRA Rule 4512(c), (b) either alone or together with its representatives has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of this investment and make an informed decision to so invest invest, and has so evaluated and analyzed the risks and merits of such investmentinvestment and made such informed decision to so invest, (c) has the ability to bear the economic risks of this investment and can afford a complete loss of such investment, (d) understands the terms of and risks associated with the purchase of the Notes, including, without limitation, including a lack of liquidity, pricing availability and risks associated with the industry in which the Company operates, (e) has had the opportunity to review (i) the Disclosure Documents Documents, (ii) the Annual Report on Form 10-K for the Company for the fiscal year ended December 31, 2019, (iii) the Quarterly Report on Form 10-Q for the Company for the quarter ended March 31, 2020 and (iiiv) such other disclosure regarding the Company, its business and its financial condition as such Purchaser has determined to be necessary or relevant in connection with the purchase of the Notes, and has carefully reviewed such disclosure, (f) has had an a full opportunity to ask such questions and make such inquiries concerning the Company, its business and its financial condition as such Purchaser has deemed appropriate in connection with its such purchase of the Notes and to receive satisfactory answers to such questions and inquiries, inquiries and (g) has not received any printed material or statement that is purchasing contrary to the Notes without a view to distribution thereof within the meaning Disclosure Documents from or on behalf of the Securities Act and agrees not to reoffer or resell the Notes except pursuant to an exemption from registration under the Securities Act or pursuant to an effective registration statement thereunder (it being understood, however, that the disposition of such Person’s property shall at all times be within such Person’s control)Company.

Investment Experience; Access to Information. Each Purchaser (for itself and for each account for which such Purchaser is acquiring the Notes) severally represents that such Person It (a) is an “"accredited investor” " as that term is defined in Rule 501(a)(1), (2), (3) or (7501(a) of Regulation D as promulgated under the Securities Act and an “Institutional Account” of 1933, as defined in FINRA Rule 4512(camended (the "Securities Act"), (b) either alone or together with its representatives advisors is an investor experienced in the evaluation of businesses similar to the Company's business, and has such knowledge and experience in financial financial, business and business other relevant matters as to be competent and fully capable of evaluating examining all the merits merits, risks and risks other aspects of the investment contemplated by this investment Agreement on its own and to make an informed decision to so invest and has so evaluated and analyzed the risks and merits of such investmentwith respect thereto, (c) has the ability to bear the economic risks of this investment and can afford a complete which could include the loss of some or all of its investment and has sufficient other assets such investmentthat the loss of all its investment in the Company would not have a material adverse effect on its financial condition or adversely affect its ability to maintain its present operations, (d) understands has been afforded prior to the terms of date hereof the opportunity to ask questions of, and risks associated with the purchase of the Notesto receive answers from, including, without limitation, a lack of liquidity, pricing availability and risks associated with the industry in which the Company operatesand its representatives and has received from the Company all other information concerning the investment contemplated by this Agreement that it has requested, and (e) has had acknowledges that no assurances, representations or guaranties of any nature whatsoever (including those relating to capital appreciation, dividends or tax aspects) have been made by the opportunity Company or anyone else to review (i) it with regard to the Disclosure Documents performance of the investment contemplated by this Agreement. The Purchaser agrees that it will indemnify and (ii) such other disclosure regarding hold harmless the Company, its business Company and its financial condition directors, officers, controlling persons and affiliates (the "indemnities") from any liability or damage (including reasonable attorney's fees and expenses) to any third party suffered or incurred by any of the indemnities solely as such Purchaser has determined a result of the inaccuracy of any of the foregoing representations and warranties made by the Purchaser, including any liability or damage arising from or under federal or state securities laws. No investigation pursuant to this SECTION 4.3 shall affect any representation or warranty given by the Company in this Agreement. The Series D Preferred to be necessary in connection with sold and issued hereunder (and the purchase of Common Stock into which the Notes, (fSeries D Preferred may be converted) has had an opportunity to ask such questions and make such inquiries concerning the Company, its business and its financial condition as such Purchaser has deemed appropriate in connection with its purchase of the Notes and to receive satisfactory answers to such questions and inquiries, and (g) is purchasing the Notes without a view to distribution thereof within the meaning of the Securities Act and agrees have not to reoffer or resell the Notes except pursuant to an exemption from registration been registered under the Securities Act or pursuant any applicable state securities or "Blue Sky" laws, and may be required to be held indefinitely, unless subsequently registered under the Securities Act and such applicable Blue Sky laws, or an effective exemption from such registration is available. Except as may be required by the Registration Rights Agreement, the Company is under no obligation to the Purchaser to file a registration statement thereunder with the Securities and Exchange Commission (it being understood, however, that the disposition of such Person’s property shall at all times "Commission") or any state securities commission with respect to the Series D Preferred (or the Common Stock into which the Series D Preferred may be within such Person’s controlconverted).

Investment Experience; Access to Information. Each Purchaser (for itself and for each account for which such Purchaser is acquiring the Notes) severally represents that such Person (a) is an “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7501(a) of Regulation D promulgated under the Securities Act and an “Institutional Account” as defined in FINRA Rule 4512(c)) and a “qualified institutional buyer” as defined in Rule 144A under the Securities Act, (b) either alone or together with its representatives has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of this investment and make an informed decision to so invest invest, and has so evaluated and analyzed the risks and merits of such investment, (c) has the ability to bear the economic risks of this investment and can afford a complete loss of such investment, (d) understands the terms of and risks associated with the purchase of the Notes, including, without limitation, a lack of liquidity, pricing availability and risks associated with the industry in which the Company operates, (e) has had the opportunity to review (i) the Disclosure Documents Documents, (ii) the Annual Report on Form 10-K for the Company for the fiscal year ended December 31, 2019 and (iiiii) such other disclosure regarding the Company, its business business, its management and its financial affairs and condition as such Purchaser has determined to be necessary in connection with the purchase of the Notes, and (f) has had an opportunity to ask such questions and make such inquiries concerning the conditions of the offering of the Notes, the Company, its business business, the management and its financial condition as such affairs and condition, and has had an opportunity to review the Company’s facilities, in each case Purchaser has deemed appropriate in connection with its such purchase of the Notes and to receive satisfactory answers to such questions and inquiries, and (g) is purchasing the Notes without a view to distribution thereof within the meaning of the Securities Act and agrees not to reoffer or resell the Notes except pursuant to an exemption from registration under the Securities Act or pursuant to an effective registration statement thereunder (it being understood, however, that the disposition of such Person’s property shall at all times be within such Person’s control).