Common use of Sale and Purchase of Units Clause in Contracts

Sale and Purchase of Units. (a) Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section 3, 4,000,000 Units at $25.00 per Unit, aggregating $100,000,000; provided, however, the Company shall have no obligation to issue and sell the Units to you pursuant to this Agreement and you shall have no obligation to purchase the Units from the Company pursuant to this Agreement if (i) the Closing shall not have occurred on or prior to December 31, 2005 and (ii) the Company and you shall not have agreed in writing to a later date as being the date on or before which the Closing is to occur in order for the Company to be obligated to issue and sell the Units pursuant to this Agreement and for you to be obligated to purchase the Units from the Company pursuant to this Agreement. (b) Under GAAP as in effect on the date of this Agreement, the Company expects to account for its issuance and sale of the Corporate Units as described in Schedule 2(b). If, as a result of a GAAP Development, the accounting treatment available for the issuance and sale of the Units is less advantageous (other than in insubstantial ways) to the Company than as presented in Schedule 2(b) (as determined in good faith by the Chief Accounting Officer of the Company in consultation with the Company’s independent auditor), the Company may, upon written notice to you, terminate its obligation to issue and sell the Units pursuant to this Agreement. (c) Under the Code as in effect on the date of this Agreement (taking into account, among other things, Internal Revenue Service Revenue Ruling 2003-97), the Company expects that interest accruing on the Senior Notes would be deductible under section 163(a) of the Code and would not be disallowed under section 163(l) of the Code. If, as a result of a Change in Tax Laws, interest accruing on the Senior Notes shall no longer be deductible under section 163(a) of the Code or not be allowed in consequence of section 163(l) of the Code (as determined in good faith by the Chief Accounting Officer of the Company based upon a Tax Opinion to such effect), the Company may, upon written notice to you, terminate its obligation to issue and sell the Units pursuant to this Agreement. (d) In the event that the Company’s obligation to issue and sell the Units pursuant to this Agreement shall have been terminated pursuant to paragraph (b) or (c) above, the Company shall offer you the opportunity to purchase $100,000,000 of other equity or equity-linked securities in substitution for the Units as part of its financing plan for the payment of the cash portion of the purchase price specified in the Acquisition Agreement and to obtain funds needed to effect the Refinancing and shall negotiate in good faith the terms and conditions of such other securities with you prior to offering such other securities to other parties, provided, that, any such substituted equity-linked securities shall have the same or substantially the same credit rating, rating agency debt-to-equity ratio, tax and accounting attributes for the Company and shall embody the same or substantially the same economic and other terms and conditions as the Units.

Sale and Purchase of Units. (a) Subject to the terms and conditions hereof, and in reliance upon the representations and warranties of the respective parties contained herein, (a) the Company agrees to sell to the Subscriber and, to the fullest extent permitted by applicable law, the Subscriber irrevocably subscribes for and agrees to purchase from the Company common units (the “Units”), and upon the terms and conditions, and in consideration for the Subscriber’s agreement to be bound by the terms and provisions of this Subscription Agreement, at the purchase price of $20.00 per Unit at the initial Closing (as defined below), and on any subsequent Closing at a purchase price as set forth in the applicable addendum to this Agreement, which price will be intended to reflect the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section 3, 4,000,000 Units at $25.00 net asset value per Unit, aggregating $100,000,000; provided, however, the Company shall have no obligation to issue and sell the Units to you pursuant to this Agreement and you shall have no obligation to purchase the Units from the Company pursuant to this Agreement if (i) the Closing shall not have occurred on or prior to December 31, 2005 and (ii) the Company and you shall not have agreed in writing to a later date as being the date on or before which the Closing is to occur in order for the Company to be obligated to issue and sell the Units pursuant to this Agreement and for you to be obligated to purchase the Units from the Company pursuant to this Agreement. (b) Under GAAP as in effect on the date of this Agreement, the Company expects to account for its issuance and sale of the Corporate Units as described in Schedule 2(b). If, as a result of a GAAP Development, the accounting treatment available for the issuance and sale of the Units is less advantageous (other than in insubstantial ways) to the Company than as presented in Schedule 2(b) (Unit as determined in good faith by the Chief Accounting Officer of the Company in consultation accordance with the Company’s independent auditorunit pricing policy, provided there is no guarantee the purchase price will equal net asset value of the Units purchased at any closing, and provided further that the purchase price will be modified to the extent necessary to comply with the requirements of the 1940 Act. The Company reserves the right, in its sole discretion (for any reason or for no reason), to reject this or any other subscription, in whole or in part, in any order and at any time prior to the Closing (as defined below). Subject to the terms and conditions hereof, the Subscriber’s obligation to subscribe and pay for the Units shall be unconditional, complete and binding upon the acceptance by the Company may, upon written notice to you, terminate its obligation to issue and sell the Units pursuant to this Agreement. (c) Under the Code as in effect on the date of this Agreement Subscription Agreement. If this subscription is rejected in full, or in the event the closing applicable to the Subscriber does not occur (taking into account, among other things, Internal Revenue Service Revenue Ruling 2003-97in which event this subscription shall be deemed to be rejected), the Company expects that interest accruing on the Senior Notes would be deductible under section 163(a) of the Code and would not be disallowed under section 163(l) of the Codethis Subscription Agreement shall thereafter have no force or effect. If, as a result of a Change in Tax Laws, interest accruing on the Senior Notes shall no longer be deductible under section 163(a) of the Code or not be allowed in consequence of section 163(l) of the Code (as determined in good faith by the Chief Accounting Officer of the Company based upon a Tax Opinion to such effect), the Company may, upon written notice to you, terminate its obligation to issue and sell the Units pursuant to this Agreement. (d) In the event that the Subscriber is permitted by the Company to purchase additional Units on a date after its initial subscription has been accepted, the Subscriber shall be required to execute an addendum to this Subscription Agreement covering such additional investment. The Company was formed as a Delaware limited liability company pursuant to the Delaware Limited Liability Company Act on February 7, 2023 with the name “LTMS Fund LLC.” The Company changed its name to “LGAM Private Credit LLC” on March 20, 2023. MS Capital Partners Adviser Inc. is the investment adviser of the Company (in such capacity, the “Adviser”) and MS Private Credit Administrative Services LLC is the administrator of the Company (in such capacity, the “Administrator”). The Company’s obligation to issue registration statement on Form 10 (the “Registration Statement”) for the registration of its Units with the U.S. Securities and sell Exchange Commission (the Units “SEC”) under the 1934 Act is not the offering document pursuant to which the Company is conducting this Agreement shall have been terminated pursuant to paragraph (b) or (c) aboveoffering of securities. Accordingly, the Company shall offer you Subscriber should rely exclusively on information contained in the opportunity Confidential Private Placement Memorandum of the Company, as amended, modified or otherwise supplemented from time to purchase $100,000,000 of other equity or equity-linked securities in substitution time, including any addenda thereto and including, for the Units avoidance of doubt, any documents incorporated by reference therein such as part of certain reports the Company files under the 1934 Act from time to time (the “Memorandum”), in making its financing plan for the payment of the cash portion of the purchase price specified in the Acquisition Agreement and investment decisions. The Subscriber agrees to obtain funds needed to effect the Refinancing and shall negotiate in good faith be bound by all the terms and conditions provisions of such other securities with you prior the Memorandum, the Company’s Certificate of Formation (the “Certificate of Formation”) and the Company’s Amended and Restated Limited Liability Company Agreement (as amended, modified or otherwise supplemented from time to offering such other securities to other partiestime, provided, that, any such substituted equity-linked securities shall have the same or substantially the same credit rating, rating agency debt-to-equity ratio, tax and accounting attributes for the Company and shall embody the same or substantially the same economic and other terms and conditions as the Units“LLC Agreement”).

Sale and Purchase of Units. (a) Subject to the terms and conditions hereof, and in reliance upon the representations and warranties of this Agreementthe respective parties contained herein, (a) the Company agrees to sell to the Subscriber and, to the fullest extent permitted by applicable law, the Company will issue Subscriber irrevocably subscribes for and sell agrees to you and you will purchase from the CompanyCompany Class I Units of the Company (the “Units”), and upon the terms and conditions, and in consideration for the Subscriber’s agreement to be bound by the terms and provisions of this Subscription Agreement, at the Closing provided for in Section 3, 4,000,000 Units at initial purchase price of $25.00 20.00 per Unit, aggregating $100,000,000; provided, however, and on subsequent closes at the Company shall have no obligation to issue and sell current net asset value per Unit as set forth in the Units to you pursuant to this Agreement and you shall have no obligation to purchase the Units from the Company pursuant to this Agreement if (i) the Closing shall not have occurred on or prior to December 31, 2005 and (ii) the Company and you shall not have agreed in writing to a later date as being the date on or before which the Closing is to occur in order for the Company to be obligated to issue and sell the Units pursuant to this Agreement and for you to be obligated to purchase the Units from the Company pursuant applicable addendum to this Agreement. (b) Under GAAP as in effect on . Notwithstanding anything to the date of this Agreementcontrary contained herein, the Company expects Subscriber may elect to account for its issuance and sale of the Corporate Units as described in Schedule 2(b). If, as a result of a GAAP Development, the accounting treatment available for the issuance and sale of the Units is less advantageous (other than in insubstantial ways) void this Subscription Agreement by providing written notice to the Company than as presented in Schedule 2(b) (as determined in good faith by the Chief Accounting Officer board of directors of the Company (the “Board”) no later than the date that is two Business Days prior to the Closing (as defined below). The Subscriber hereby acknowledges that failure to notify the Board of its election to void this Subscription Agreement in consultation with writing by the Company’s independent auditordate that is two Business Days prior to the Closing, to the fullest extent permitted by law, will result in the Subscriber being deemed to have waived such rights. The Company reserves the right, in its sole discretion (for any reason or for no reason), to reject this or any other subscription, in whole or in part, in any order and at any time prior to the Closing (as defined below). Subject to the terms and conditions hereof, the Subscriber’s obligation to subscribe and pay for the Units shall be unconditional, complete and binding upon the acceptance by the Company may, upon written notice to you, terminate its obligation to issue and sell the Units pursuant to this Agreement. (c) Under the Code as in effect on the date of this Agreement Subscription Agreement. If this subscription is rejected in full, or in the event the closing applicable to the Subscriber does not occur (taking into account, among other things, Internal Revenue Service Revenue Ruling 2003-97in which event this subscription shall be deemed to be rejected), the Company expects that interest accruing on the Senior Notes would be deductible under section 163(a) of the Code and would not be disallowed under section 163(l) of the Codethis Subscription Agreement shall thereafter have no force or effect. If, as a result of a Change in Tax Laws, interest accruing on the Senior Notes shall no longer be deductible under section 163(a) of the Code or not be allowed in consequence of section 163(l) of the Code (as determined in good faith by the Chief Accounting Officer of the Company based upon a Tax Opinion to such effect), the Company may, upon written notice to you, terminate its obligation to issue and sell the Units pursuant to this Agreement. (d) In the event that the Subscriber is permitted by the Company to purchase additional Units on a date after its initial subscription has been accepted, the Subscriber shall be required to execute an addendum to this Subscription Agreement covering such additional investment. The Company was formed as a Delaware limited liability company pursuant to the Delaware Limited Liability Company Act on November 30, 2022. MS Capital Partners Adviser Inc. is the investment adviser of the Company (in such capacity, the “Adviser”) and MS Private Credit Administrative Services LLC is the administrator of the Company (in such capacity, the “Administrator”). The Company’s obligation to issue registration statement on Form 10 (the “Registration Statement”) for the registration of its Units with the U.S. Securities and sell Exchange Commission (the Units “SEC”) under the 1934 Act is not the offering document pursuant to which the Company is conducting this Agreement shall have been terminated pursuant to paragraph (b) or (c) aboveoffering of securities. Accordingly, the Company shall offer you Subscriber should rely exclusively on information contained in the opportunity to purchase $100,000,000 of other equity or equity-linked securities in substitution for the Units as part of its financing plan for the payment Confidential Private Placement Memorandum of the cash portion of Company, as amended, modified or otherwise supplemented from time to time, including any addenda thereto (the purchase price specified “Memorandum”), together with reports the Company may file under the 1934 Act from time to time, in the Acquisition Agreement and making its investment decisions. The Subscriber agrees to obtain funds needed to effect the Refinancing and shall negotiate in good faith be bound by all the terms and conditions provisions of such other securities with you prior the Memorandum, the Company’s Certificate of Formation (the “Certificate of Formation”) and the Company’s Amended and Restated Limited Liability Company Agreement (as amended, modified or otherwise supplemented from time to offering such other securities time, the “LLC Agreement”), substantially in the form previously provided to other parties, provided, that, any such substituted equity-linked securities shall have the same or substantially the same credit rating, rating agency debt-to-equity ratio, tax and accounting attributes for the Company and shall embody the same or substantially the same economic and other terms and conditions as the Unitsyou.

Sale and Purchase of Units. (a) Subject to the terms and conditions set forth herein, each Seller hereby severally agrees to sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser hereby agrees to purchase, acquire, and accept, all of each Seller's Units for an aggregate purchase price of $47.75 per Unit, inclusive of accrued and unpaid interest and contract adjustment payments thereon (the "Purchase Price"), with each Seller receiving an aggregate Purchase Price set forth on the attached Schedule A. (b) Subject to the terms and conditions of this Agreement, the Company will issue sale and sell to you and you will purchase from the Company, at the Closing provided for in Section 3, 4,000,000 Units at $25.00 per Unit, aggregating $100,000,000; provided, however, the Company shall have no obligation to issue and sell the Units to you pursuant to this Agreement and you shall have no obligation to purchase the Units from the Company pursuant to this Agreement if (i) the Closing shall not have occurred on or prior to December 31, 2005 and (ii) the Company and you shall not have agreed in writing to a later date as being the date on or before which the Closing is to occur in order for the Company to be obligated to issue and sell the Units pursuant to this Agreement and for you to be obligated to purchase the Units from the Company pursuant to this Agreement. (b) Under GAAP as in effect on the date of this Agreement, the Company expects to account for its issuance and sale of the Corporate Units as described in Schedule 2(b). If, as a result of a GAAP Development, the accounting treatment available for the issuance and sale of the Units is less advantageous (other than contemplated by this Agreement shall take place in insubstantial ways) to the Company than as presented manner set forth in Schedule 2(b) (as determined in good faith by the Chief Accounting Officer of the Company in consultation with the Company’s independent auditor), the Company may, upon written notice to you, terminate its obligation to issue and sell the Units pursuant to this Agreement.Article I. (c) Under Commencing on May 7, 2004, each Seller shall deliver, or cause to be delivered, to the Code as securities account designated by the Purchaser and referred to in effect the attached Schedule B, security entitlements to the total aggregate number of Units set forth in respect of such Seller on the date attached Schedule A. Delivery of this Agreement (taking into accountsuch security entitlements shall be made in accordance with the standard operating procedures of DTC's book entry system. Unless the parties otherwise agree, among other thingsdelivery will be made in accordance with the delivery versus payment method. In accordance with such method of delivery, Internal Revenue Service Revenue Ruling 2003-97), the Company expects that interest accruing on the Senior Notes would be deductible under section 163(a) of the Code and would not be disallowed under section 163(l) of the Code. If, as a result of a Change in Tax Laws, interest accruing on the Senior Notes Purchaser shall no longer be deductible under section 163(a) of the Code or not be allowed in consequence of section 163(l) of the Code (as determined in good faith by the Chief Accounting Officer of the Company based upon a Tax Opinion to such effect), the Company may, upon written notice to you, terminate its obligation to issue and sell the Units pursuant to this Agreement. (d) In the event that the Company’s obligation to issue and sell the Units pursuant to this Agreement shall have been terminated pursuant to paragraph (b) or (c) above, the Company shall offer you the opportunity to purchase $100,000,000 of other equity or equity-linked securities in substitution for the Units as part of its financing plan for cause the payment of the cash portion Purchase Price in respect of the purchase price specified in number of Units so delivered at any time to be paid to the Acquisition Agreement and to obtain funds needed to effect the Refinancing and shall negotiate in good faith the terms and conditions applicable Seller concurrently with delivery of such other securities Seller's Units. The "Closing" or "Closings" with you prior respect to offering the Sellers' Units shall be deemed to take place, as to the number of Units so delivered, upon the occurrence of such other securities to other parties, provided, that, any such substituted equity-linked securities shall have the same or substantially the same credit rating, rating agency debt-to-equity ratio, tax delivery and accounting attributes for the Company and shall embody the same or substantially the same economic and other terms and conditions as the Unitspayment.