Common use of Subsequent Closings Clause in Contracts

Subsequent Closings. The Company expects to hold closings subsequent to the Initial Closing Date (each date on which a subsequent closing is held, a “Subsequent Closing Date”) and issue additional Shares (including Shares of any New Class (as defined below)) to any Member (including any Additional Member (as defined below)) on terms and conditions as determined by the Board (as defined below); provided, however, that no Member shall be required to purchase such additional Shares. Members will be required to fund drawdowns to purchase additional Shares of the Company up to the amount of their respective Capital Commitments each time the Company delivers a drawdown notice, which will be at least ten (10) Business Days prior to funding (“Drawdown Notice”). The Company intends to solicit subscriptions for additional Capital Commitments for a period of five years from October 31, 2023 (the date that the Company first issued a Drawdown Notice, the “Initial Investment Period”), after which the Company expects to conduct a Liquidity Event, as defined below. Investment Period may be extended by the Board as it may deem appropriate. If the Company enters into a Subscription Agreement with one or more investors after the initial capital drawdown from investors (the “Initial Drawdown” and the date on which the Initial Drawdown occurs, the “Initial Drawdown Date”), each such investor may, at the discretion of the Board, be required to make purchases of Shares (each, a “Catch-Up Purchase”) on one or more dates to be determined by the Company. The aggregate purchase price of the Catch-Up Purchases will be equal to an amount necessary to ensure that, upon payment of the aggregate purchase price, such investor will have contributed the same percentage of its Capital Commitment to the Company as all Members whose subscriptions were accepted at previous closings. Catch-Up Purchases will be made at a per-share price as determined by our Board (including any committee thereof), which price will be determined prior to the issuance of such Shares and in accordance with the limitations under Section 23 of the Investment Company Act. In order to more fairly allocate organizational and other expenses among all of our Members, investors subscribing after the Initial Drawdown may be required to pay a price per share above net asset value reflecting a variety of factors, including, without limitation, the total amount of our organizational and other expenses amortized and/or incurred between the date of the Initial Drawdown and the relevant subsequent capital drawdown. In addition to all legal remedies available to the Company, failure by a Member to purchase additional Shares when capital is called in respect of a Member’s Capital Commitment will (following a cure period of seven (7) Business Days) result in that Member being subject to certain default provisions set forth in Section 7.2(e) of this Agreement. Defaulting Members may also forfeit their right to participate in purchasing additional Shares on any future drawdown date or otherwise participate in any future investments in Shares.

Subsequent Closings. The From time to time after the Closing Date and before the Third Anniversary or the earlier termination of Purchaser's commitment to purchase Senior Subordinated Notes hereunder as provided in Section 1.3, the Company expects to hold closings subsequent may deliver to the Initial Closing Date Purchaser a notice of borrowing (each a "Notice of Borrowing"), which notice shall set forth the original principal amount of Senior Subordinated Notes to be sold to Purchaser, the use for which such funds are being requested, the closing date on which for such purchase and a subsequent statement that such notice is given under this Agreement. The closing is held, date (a “"Subsequent Closing Date”") set forth in such notice shall be not less than 20 days after the date such notice is given to the Purchaser, and issue additional Shares the Company shall use its reasonable best efforts to provide Purchaser with the maximum amount of notice of a sale of Senior Subordinated Notes as is possible under the circumstances. The minimum amount of Senior Subordinated Notes to be sold at any subsequent closing under this Section 1.2.3 (including Shares a "Subsequent Closing") shall be $1,000,000, and shall be in increments of any New Class (as defined below)) $100,000 above such amount. The purchase price for the Senior Subordinated Notes shall be the original principal amount thereof, and, subject to any Member (including any Additional Member (as defined below)) on the satisfaction of the terms and conditions as determined of this Agreement, such purchase price shall be paid by Purchaser to the Company on each Subsequent Closing Date by wire transfer or bank cashier's check against delivery by the Board (as defined below); provided, however, that no Member shall be required Company to purchase such additional Shares. Members will be required to fund drawdowns to purchase additional Shares Purchaser of the Company up to Senior Subordinated Notes issued on such Subsequent Closing Date. The parties agree that a Subsequent Closing may occur on the amount of their respective Capital Commitments each time Closing Date, if the Company delivers gives Purchaser a drawdown notice, which will be Notice of Borrowing with respect thereto at least ten (10) five Business Days prior to funding (“Drawdown Notice”). The Company intends to solicit subscriptions for additional Capital Commitments for a period of five years from October 31, 2023 (the date that the Company first issued a Drawdown Notice, the “Initial Investment Period”), after which the Company expects to conduct a Liquidity Event, as defined below. Investment Period may be extended by the Board as it may deem appropriate. If the Company enters into a Subscription Agreement with one or more investors after the initial capital drawdown from investors (the “Initial Drawdown” and the date on which the Initial Drawdown occurs, the “Initial Drawdown Closing Date”), each such investor may, at the discretion of the Board, be required to make purchases of Shares (each, a “Catch-Up Purchase”) on one or more dates to be determined by the Company. The aggregate purchase price of the Catch-Up Purchases will be equal to an amount necessary to ensure that, upon payment of the aggregate purchase price, such investor will have contributed the same percentage of its Capital Commitment to the Company as all Members whose subscriptions were accepted at previous closings. Catch-Up Purchases will be made at a per-share price as determined by our Board (including any committee thereof), which price will be determined prior to the issuance of such Shares and in accordance with the limitations under Section 23 of the Investment Company Act. In order to more fairly allocate organizational and other expenses among all of our Members, investors subscribing after the Initial Drawdown may be required to pay a price per share above net asset value reflecting a variety of factors, including, without limitation, the total amount of our organizational and other expenses amortized and/or incurred between the date of the Initial Drawdown and the relevant subsequent capital drawdown. In addition to all legal remedies available to the Company, failure by a Member to purchase additional Shares when capital is called in respect of a Member’s Capital Commitment will (following a cure period of seven (7) Business Days) result in that Member being subject to certain default provisions set forth in Section 7.2(e) of this Agreement. Defaulting Members may also forfeit their right to participate in purchasing additional Shares on any future drawdown date or otherwise participate in any future investments in Shares.

Subsequent Closings. The Company expects may enter into other Subscription Agreements with other subscribers after the Closing Date, with any closing thereunder referred to hold closings subsequent to the Initial Closing Date (each date on which as a subsequent closing is held, a “"Subsequent Closing" and any other subscriber whose subscription has been accepted at such Subsequent Closing Date”referred to as a "Subsequent Subscriber." Notwithstanding the provisions of Sections 3(a) and issue additional Shares (including Shares of any New Class (as defined below)) to any Member (including any Additional Member (as defined below)) on terms and conditions as determined by the Board (as defined below); provided, however, that no Member shall be required to purchase such additional Shares. Members will be required to fund drawdowns to purchase additional Shares of the Company up to the amount of their respective Capital Commitments each time the Company delivers a drawdown notice, which will be at least ten (10) Business Days prior to funding (“Drawdown Notice”). The Company intends to solicit subscriptions for additional Capital Commitments for a period of five years from October 31, 2023 (the date that the Company first issued a Drawdown Notice, the “Initial Investment Period”3(c), after which the Company expects to conduct a Liquidity Event, as defined below. Investment Period may be extended by the Board as it may deem appropriate. If the Company enters into a Subscription Agreement with one or more investors after the initial capital drawdown from investors (the “Initial Drawdown” and the date on which the Initial Drawdown occurs, the “Initial Drawdown Date”), each such investor may, at the discretion of the Board, be required to make purchases of Shares (each, a “Catch-Up Purchase”) on one or more dates to be determined by the Company. The Company that occur on or following the Subsequent Closing but no later than the next succeeding Drawdown Date (each, a "Catch-Up Date"), each Subsequent Subscriber shall be required to purchase from the Company a number of Shares with an aggregate purchase price of the Catch-Up Purchases will be equal to an amount necessary to ensure that, upon payment of the aggregate purchase price, price for such investor will have contributed Shares by the same percentage of its Capital Commitment to Subsequent Subscriber in the Company as aggregate over all Members whose subscriptions were accepted at previous closings. applicable Catch-Up Purchases will Dates, such Subsequent Subscriber's Invested Percentage shall be made at equal to the Invested Percentage of all prior Subscribers (other than any Defaulting Subscribers or Excluded Subscribers) (the "Catch-Up Purchase Price"). For the purposes of this Section 3(b), "Invested Percentage" means, with respect to a per-share price as Subscriber, the quotient determined by our Board dividing (including any committee thereofi) the aggregate amount of contributions made by such Subscriber pursuant to Section 3(a) and this Section 3(b) by (ii) such Subscriber's Capital Commitment. Upon payment of all or a portion of the Catch-Up Purchase Price by the Subscriber on a Catch-Up Date, the Company shall issue to each such Subsequent Subscriber a number of Shares determined by dividing (i) the portion of the Catch-Up Purchase Price contributed at such Catch-Up Date by (ii) the Price Per Share as of the Catch-Up Date. For the avoidance of doubt, in the event that a Catch-Up Date and a Capital Drawdown Date occur on the same calendar day, the Catch-Up Date (and the application of the provisions of this Section 3(b), which price will ) shall be determined deemed to have occurred immediately prior to the issuance of such relevant Capital Drawdown Date. At each Capital Drawdown Date following any Subsequent Closing, all Subscribers, including Subsequent Subscribers, shall purchase Shares and in accordance with the limitations under provisions of Section 23 3(a); provided, however, that notwithstanding the foregoing, the definition of Drawdown Share Amount and the Investment provisions of Section 3(c), nothing in this Agreement shall prohibit the Company Actfrom issuing Shares to Subsequent Subscribers at a per share price greater than the net asset value per Share. In order the event that any Subscriber is permitted by the Company to more fairly allocate organizational and other expenses among all of our Membersmake an additional capital commitment to purchase Shares on a date after its initial subscription has been accepted, investors subscribing after the Initial Drawdown may such Subscriber will be required to pay enter into a price per share above net asset value reflecting separate subscription agreement with the Company (such separate agreement may be a variety of factorsshort form subscription agreement), including, without limitation, it being understood and agreed that such separate subscription agreement will be considered to be an other subscription agreement for the total amount of our organizational and other expenses amortized and/or incurred between the date of the Initial Drawdown and the relevant subsequent capital drawdown. In addition to all legal remedies available to the Company, failure by a Member to purchase additional Shares when capital is called in respect of a Member’s Capital Commitment will (following a cure period of seven (7) Business Days) result in that Member being subject to certain default provisions set forth in Section 7.2(e) purposes of this Agreement. Defaulting Members may also forfeit their right to participate in purchasing additional Shares on any future drawdown date or otherwise participate in any future investments in Shares.

Subsequent Closings. The Company expects may enter into Other Subscription Agreements with Other Subscribers after the Closing Date, with any closing thereunder referred to hold closings subsequent to the Initial Closing Date (each date on which a subsequent closing is held, as a “Subsequent Closing Date”) and issue additional Shares (including Shares of any New Class (as defined below)) to any Member (including any Additional Member (as defined below)) on terms and conditions as determined by the Board (as defined below); provided, however, that no Member shall be required to purchase such additional Shares. Members will be required to fund drawdowns to purchase additional Shares of the Company up to the amount of their respective Capital Commitments each time the Company delivers a drawdown notice, which will be at least ten (10) Business Days prior to funding (“Drawdown Notice”). The Company intends to solicit subscriptions for additional Capital Commitments for a period of five years from October 31, 2023 (the date that the Company first issued a Drawdown Notice, the “Initial Investment Period”), after which the Company expects to conduct a Liquidity Event, as defined below. Investment Period may be extended by the Board as it may deem appropriate. If the Company enters into a Subscription Agreement with one or more investors after the initial capital drawdown from investors (the “Initial DrawdownClosing” and the date on which the Initial Drawdown occurs, the “Initial Drawdown Date”), each any Other Subscriber whose subscription has been accepted at such investor may, at the discretion of the Board, be required Subsequent Closing referred to make purchases of Shares (each, as a “Catch-Up Purchase”) Subsequent Subscriber.” Notwithstanding the provisions of Sections 4.1 and 4.3, on one or more dates to be determined by the Company. The Company that occurs on or following the Subsequent Closing but no later than the next succeeding Drawdown Date (each, a “Catch-Up Date”), each Subsequent Subscriber shall be required to purchase from the Company a number of Shares with an aggregate purchase price of the Catch-Up Purchases will be equal to an amount necessary to ensure that, upon payment of the aggregate purchase price, price for such investor will have contributed Shares by the same percentage of its Capital Commitment to Subsequent Subscriber in the Company as aggregate over all Members whose subscriptions were accepted at previous closings. applicable Catch-Up Purchases will Dates, such Subsequent Subscriber’s Invested Percentage shall be made at equal to the Invested Percentage of all prior Subscribers (other than any Defaulting Subscribers or Excluded Subscribers) (the “Catch-Up Purchase Price”). For the purposes of this Section 4.2, “Invested Percentage” means, with respect to a per-share price as Subscriber, the quotient determined by our Board dividing (including any committee thereof)i) the aggregate amount of contributions made by such Subscriber pursuant to Section 4.1 and this Section 4.2 by (ii) such Subscriber’s Capital Commitment. Upon payment of all or a portion of the Catch-Up Purchase Price by the Subscriber on a Catch-Up Date, which price will the Company shall issue to each such Subsequent Subscriber a number of Shares determined by dividing (i) the portion of the Catch-Up Purchase Price contributed at such Catch-Up Date by (ii) the Price Per Share as of the Catch-Up Date. For the avoidance of doubt, in the event that a Catch-Up Date and a Capital Drawdown Date occur on the same calendar day, the Catch-Up Date (and the application of the provisions of this Section 4.2) shall be determined deemed to have occurred immediately prior to the issuance of such relevant Capital Drawdown Date. At each Capital Drawdown Date following any Subsequent Closing, all Subscribers, including Subsequent Subscribers, shall purchase Shares and in accordance with the limitations under provisions of Section 23 4.1; provided, however, that notwithstanding the foregoing, the definition of Drawdown Share Amount and the Investment provisions of Section 4.3, nothing in this Subscription Agreement shall prohibit the Company Actfrom issuing Shares to Subsequent Subscribers at a per share price greater than the net asset value per Share. In order the event that any Subscriber is permitted by the Company to more fairly allocate organizational and other expenses among all of our Membersmake an additional capital commitment to purchase Shares on a date after its initial subscription has been accepted, investors subscribing after the Initial Drawdown may such Subscriber will be required to pay enter into a price per share above net asset value reflecting a variety of factors, including, without limitation, the total amount of our organizational and other expenses amortized and/or incurred between the date of the Initial Drawdown and the relevant subsequent capital drawdown. In addition to all legal remedies available to separate subscription agreement with the Company, failure by a Member it being understood and agreed that such separate subscription agreement will be considered to purchase additional Shares when capital is called in respect of a Member’s Capital Commitment will (following a cure period of seven (7) Business Days) result in that Member being subject to certain default provisions set forth in Section 7.2(e) be an Other Subscription Agreement for the purposes of this Subscription Agreement. Defaulting Members may also forfeit their right to participate in purchasing additional Shares on any future drawdown date or otherwise participate in any future investments in Shares.

Subsequent Closings. The Company expects obligation of each Lender hereunder to hold closings subsequent purchase Notes at a Subsequent Closing is subject to the Initial satisfaction, at the applicable Subsequent Closing Date, of each of the following conditions: (a) Each representation and warranty by any Credit Party contained herein and in each other Transaction Document shall be true and correct in all material respects (without duplication of any materiality qualifiers) as of such date (subject to such updates to the Schedules, if any, as are approved by the Agent in its reasonable discretion), except to the extent that such representation or warranty expressly relates to an earlier date, including the Restatement Closing Date (each in which event such representations and warranties shall be true and correct in all material respects (without duplication of any materiality qualifiers) as of such earlier date). (b) No Event of Default or event or circumstance which, with the giving of notice, the lapse of time, or both, would (if not cured or otherwise remedied during such time) constitute an Event of Default shall have occurred and be continuing or would result after giving effect to such issuance and purchase of Notes. (c) After giving effect to such issuance and purchase of Notes, the aggregate outstanding principal amount of the Notes would not exceed the Maximum Commitment. (d) The funding date shall be a Permitted Issuance Date. (e) After giving effect to such draw, the Debt-to-Equity Ratio of the Borrower shall not be more than 9-to-1. (f) The Credit Parties shall have paid or reimbursed the Agent and the Lenders for all costs and expenses required to be paid or reimbursed by them on which the Permitted Issuance Date in accordance with Section 8.22 hereof. (g) The Credit Parties shall have delivered a subsequent closing is heldBorrowing Base Certificate, certified on behalf of the Borrower by the chief financial officer of the Borrower (or other authorized executive officer performing a “similar function), setting forth the Borrowing Base of the Borrower as of a date no earlier than the end of the most recently ended fiscal month and no later than the day immediately preceding the funding date. The request by the Borrower and acceptance by the Borrower of the proceeds of any additional issuance and purchase of Notes made on a Subsequent Closing Date shall be deemed to constitute, as of such Subsequent Closing Date”, (i) a representation and issue additional Shares (including Shares of any New Class (as defined below)) to any Member (including any Additional Member (as defined below)) on terms and conditions as determined warranty by the Board Borrower that the conditions in this Section 5.2 have been satisfied and (as defined below); provided, however, that no Member shall be required to purchase such additional Shares. Members will be required to fund drawdowns to purchase additional Shares ii) a reaffirmation by each Credit Party of the Company up granting and continuance of Agent’s Liens, on behalf of the Lenders and the Holders, pursuant to the amount of their respective Capital Commitments each time the Company delivers a drawdown notice, which will be at least ten (10) Business Days prior to funding (“Drawdown Notice”). The Company intends to solicit subscriptions for additional Capital Commitments for a period of five years from October 31, 2023 (the date that the Company first issued a Drawdown Notice, the “Initial Investment Period”), after which the Company expects to conduct a Liquidity Event, as defined below. Investment Period may be extended by the Board as it may deem appropriate. If the Company enters into a Subscription Agreement with one or more investors after the initial capital drawdown from investors (the “Initial Drawdown” and the date on which the Initial Drawdown occurs, the “Initial Drawdown Date”), each such investor may, at the discretion of the Board, be required to make purchases of Shares (each, a “Catch-Up Purchase”) on one or more dates to be determined by the Company. The aggregate purchase price of the Catch-Up Purchases will be equal to an amount necessary to ensure that, upon payment of the aggregate purchase price, such investor will have contributed the same percentage of its Capital Commitment to the Company as all Members whose subscriptions were accepted at previous closings. Catch-Up Purchases will be made at a per-share price as determined by our Board (including any committee thereof), which price will be determined prior to the issuance of such Shares and in accordance with the limitations under Section 23 of the Investment Company Act. In order to more fairly allocate organizational and other expenses among all of our Members, investors subscribing after the Initial Drawdown may be required to pay a price per share above net asset value reflecting a variety of factors, including, without limitation, the total amount of our organizational and other expenses amortized and/or incurred between the date of the Initial Drawdown and the relevant subsequent capital drawdown. In addition to all legal remedies available to the Company, failure by a Member to purchase additional Shares when capital is called in respect of a Member’s Capital Commitment will (following a cure period of seven (7) Business Days) result in that Member being subject to certain default provisions set forth in Section 7.2(e) of this Agreement. Defaulting Members may also forfeit their right to participate in purchasing additional Shares on any future drawdown date or otherwise participate in any future investments in SharesTransaction Documents.

Subsequent Closings. The Company expects to Fund may hold closings subsequent to the Initial Closing Date (each date on which a subsequent closing is held, a “Subsequent Closing Date”) and issue additional Shares (including Shares of any New Class (as defined below)) to any Member (including any Additional Member (as defined below)) on terms and conditions as determined by the Board (as defined below); provided, however, that no Member shall be required to purchase such additional Shares. Members will be required to fund drawdowns to purchase additional Shares of the Company up to the amount of their respective Capital Commitments each time the Company delivers a drawdown notice, which will be at least ten (10) Business Days prior to funding (“Drawdown Notice”). The Company intends to Fund may solicit subscriptions for additional Capital Commitments for a period of five years twelve (12) months from October 31, 2023 the Initial Closing Date (the date that the Company first issued a Drawdown Notice, the “Initial Investment Offering Period”), after which the Company expects to conduct a Liquidity Event, as defined below. Investment The Offering Period may be extended by up to six (6) months by the Board as it may deem appropriate. If the Company Fund enters into a Subscription Agreement with one or more investors after the initial capital drawdown from investors (the “Initial Drawdown” and the date on which the Initial Drawdown occurs, the “Initial Drawdown Date”), each such investor may, at the discretion of the Board, will be required to make purchases of Shares (each, a “Catch-Up up Purchase”) on one or more dates to be determined by the CompanyFund. The aggregate purchase price of the Catch-Up up Purchases will be equal to an amount necessary to ensure that, upon payment of the aggregate purchase price, such investor will have contributed the same percentage of its Capital Commitment to the Company Fund as all Members whose subscriptions were accepted at previous closings. Catch-Up up Purchases will be made at a per-share price as determined by our the Board (including any committee thereof), which price will be determined prior to the issuance of such Shares and in accordance with the limitations under Section 23 of the Investment Company 1940 Act. In order to more fairly allocate organizational and other expenses among all of our Members, investors subscribing after the Initial Drawdown may will be required to pay a price per share above net asset value reflecting a variety of factors, including, without limitation, the total amount of our organizational and other expenses amortized and/or incurred between the date of the Initial Drawdown and the relevant subsequent capital drawdown. In addition to all legal remedies available to the CompanyFund, failure by a Member to purchase additional Shares when capital is called in respect of a Member’s Capital Commitment will (following a cure period of seven five (75) Business Daysbusiness days) result in that Member being subject to certain default provisions set forth in Section 7.2(e) of this Agreement. Defaulting Members may also forfeit their right to participate in purchasing additional Shares on any future drawdown date or otherwise participate in any future investments in Shares.

Subsequent Closings. The Company expects may sell up to hold closings subsequent to an ------------------- additional 755,000 shares of the Series A Preferred Stock not sold at the Initial Closing Date (each date on which a subsequent closing is held, a “Subsequent Closing Date”) and issue additional Shares (including Shares of any New Class (as defined below)) to any Member (including any Additional Member (as defined below)) on terms and conditions as determined by the Board (as defined below); provided, however, that no Member shall be required to purchase such additional Shares. Members will be required to fund drawdowns to purchase additional Shares of the Company up to the amount of their respective Capital Commitments each time the Company delivers a drawdown notice, which will be at least ten (10) Business Days prior to funding (“Drawdown Notice”). The Company intends to solicit subscriptions for additional Capital Commitments for a period of five years from October 31, 2023 (the date that the Company first issued a Drawdown Notice, the “Initial Investment Period”), after which the Company expects to conduct a Liquidity Event, as defined below. Investment Period may be extended by the Board purchasers as it may deem appropriate. If the Company enters into a Subscription Agreement with shall select at one or more investors after the initial capital drawdown from investors (the “Initial Drawdown” and the date on which the Initial Drawdown occurs, the “Initial Drawdown Date”), each such investor may, at the discretion of the Board, be required to make purchases of Shares subsequent closings (each, a “Catch-Up Purchase”) on one or more dates to be determined by "Subsequent Closing," and the Company. The aggregate purchase date ------------------ of each such Subsequent Closing, a "Subsequent Closing Date"), at a ----------------------- price of not less than $1.00 per share and on terms no more favorable than those contained herein. Notwithstanding the Catch-Up Purchases will be equal to an amount necessary to ensure thatforegoing, upon no Subsequent Closing may occur after the date which is 30 days from the date of this Amendment. Upon payment of the aggregate purchase priceprice for the shares of Series A Preferred Stock being purchased and execution of a signature page counterpart to this Agreement, the Investors' Rights Agreement, the Co-Sale Agreement and the Voting Agreement (collectively, the "Series A Agreements" and each as defined below) ------------------- and without need for an amendment thereto aside from this Amendment, except to add such investor will have contributed purchaser's name to Exhibit A to such agreements, --------- any such purchaser shall become a party to the same percentage Series A Agreements as of its Capital Commitment the applicable Subsequent Closing Date, and shall be deemed a "Purchaser" or an "Investor" for purposes of the Series A Agreements, as the case may be, provided that (a) the representations and warranties of the Company shall be deemed made as of the Initial Closing Date; (b) the representations and warranties of each purchaser shall be deemed made as of the applicable Subsequent Closing Date; (c) no further deliveries pursuant to Section 4 of this Agreement shall be made by the Company as all Members whose subscriptions were accepted at previous closingsof a Subsequent Closing Date; and (d) a purchaser in any such Subsequent Closing shall not be entitled to purchase any Warrants. Catch-Up Purchases will be made at a per-share price The Initial Closing and each Subsequent Closing are referred to herein collectively as determined by our Board (including any committee thereof), which price will be determined prior to the issuance of such Shares and in accordance with the limitations under Section 23 of the Investment Company Act. In order to more fairly allocate organizational and other expenses among all of our Members, investors subscribing after the Initial Drawdown may be required to pay a price per share above net asset value reflecting a variety of factors, including, without limitation, the total amount of our organizational and other expenses amortized and/or incurred between the date of the Initial Drawdown "Closing" and the relevant subsequent capital drawdown. In addition ------- Initial Closing Date and Subsequent Closing Date are referred to all legal remedies available to herein collectively as the Company, failure by a Member to purchase additional Shares when capital is called in respect of a Member’s Capital Commitment will (following a cure period of seven (7) Business Days) result in that Member being subject to certain default provisions set forth in Section 7.2(e) of this Agreement. Defaulting Members may also forfeit their right to participate in purchasing additional Shares on any future drawdown date or otherwise participate in any future investments in Shares"Closing Date." ------------

Subsequent Closings. (a) The Company expects to hold closings subsequent to will have a two-year fundraising period that will expire on the second anniversary of the Initial Closing Date (as defined in the Memorandum); provided, however, that this fundraising period is permitted to be extended for two additional one-year periods by the Company's board of directors by majority vote and, thereafter, one additional one-year period by the Company's stockholders by majority vote (the "Fundraising Period"). Through the end of the Fundraising Period, the Company may, at the Adviser's sole discretion, hold one or more subsequent closings on such dates as the Adviser determines (each date on which a subsequent closing is held, a “"Subsequent Closing Date”) and issue additional Shares "). Upon or following the acceptance of a Subscriber's Capital Commitment on any Subsequent Closing Date, such Subscriber shall be required to purchase from the Company, on one or more occasions (including Shares all of any New Class which shall be on or prior to the next Drawdown Date), each pursuant to a Catch-up Notice (as defined below)) to any Member (including any Additional Member (as defined below)) on terms and conditions as determined by the Board (as defined below); provided, however, that no Member shall be required to purchase such additional Shares. Members will be required to fund drawdowns to purchase additional Shares of the Company up to the amount of their respective Capital Commitments each time the Company delivers a drawdown notice, which will be at least ten (10) Business Days prior to funding (“Drawdown Notice”). The Company intends to solicit subscriptions for additional Capital Commitments for a period of five years from October 31, 2023 (the date that the Company first issued a Drawdown Notice, the “Initial Investment Period”), after which the Company expects to conduct a Liquidity Event, as defined below. Investment Period may be extended by the Board as it may deem appropriate. If the Company enters into a Subscription Agreement with one or more investors after the initial capital drawdown from investors (the “Initial Drawdown” and the date on which the Initial Drawdown occurs, the “Initial Drawdown Date”), each such investor may, at the discretion of the Board, be required to make purchases an aggregate number of Shares (each, a “Catch-Up Purchase”) on one or more dates to be determined by the Company. The with an aggregate purchase price of the Catch-Up Purchases will be equal to an amount necessary to ensure that, upon payment of the aggregate purchase priceprice for such Shares by the Subscriber, such investor Subscriber's Net Contributed Capital Percentage (as defined below) shall be equal to the Net Contributed Capital Percentage of each prior Subscriber (other than Defaulting Subscribers (as defined below)) that has previously funded a Drawdown Purchase (each such purchase, a "Catch-up Purchase"). Notice of a Catch-up Purchase (a "Catch-up Notice") will have contributed be delivered to a Subscriber at least ten (10) days prior to the same percentage applicable Catch-up Date and shall set forth (i) the amount, in U.S. Dollars, of the Catch-up Purchase for such Subscriber, (ii) the date on which payment for the applicable Catch-up Purchase is due (the "Catch-up Date") and (iii) wire instructions for funding of the Catch-up Purchase. Any Subscriber increasing its Capital Commitment to the Company on any Subsequent Closing Date shall be treated as all Members whose subscriptions if it were accepted at previous closings. Catch-Up Purchases will be made at making a per-share price as determined by our Board (including any committee thereof), which price will be determined prior to the issuance of such Shares and new Capital Commitment in accordance with the limitations under Section 23 of the Investment Company Act. In order to more fairly allocate organizational and other expenses among all of our Members, investors subscribing after the Initial Drawdown may be required to pay a price per share above net asset value reflecting a variety of factors, including, without limitation, the total amount of our organizational and other expenses amortized and/or incurred between the date of the Initial Drawdown and the relevant subsequent capital drawdown. In addition to all legal remedies available to the Company, failure by a Member to purchase additional Shares when capital is called in respect of a Member’s Capital Commitment will (following a cure period of seven (7) Business Days) result in that Member being subject to certain default provisions set forth in Section 7.2(e) of this Agreement. Defaulting Members may also forfeit their right to participate in purchasing additional Shares on any future drawdown date or otherwise participate in any future investments in Shares.

Subsequent Closings. (a) The Company expects Parties acknowledge and agree that it is their intent that Welltower contribute each Subsequent Facility to hold closings subsequent Holdings by transfer to a PropCo or transfer of an Existing PropCo to Holdings in up to two (2) additional transactions (the consummation of each such transaction is referred to herein as a “Subsequent Closing”). The first such Subsequent Closing shall take place on a date not more than ninety (90) days after the Initial Closing Date (i.e., Wednesday, December 23, 2020). Thereafter, if there are remaining Subsequent Facilities, the second (and final) Subsequent Closing may take place on a date (the “Long Stop Date”) not more than one hundred thirty-five (135) days after the Initial Closing Date (i.e., Monday, February 8, 2021). The value attributable to each such Subsequent Facility shall be that set forth in the Price Allocation. Unless otherwise agreed by the Parties, any Subsequent Facility not contributed pursuant hereto by the Long Stop Date, shall not be transferable hereunder. Welltower shall use good faith efforts to keep Investor informed as to its progress in obtaining the Subsequent Consents for each Subsequent Facility. If Welltower wishes to initiate a Subsequent Closing, Welltower may give Investor no less than ten (10) Business Days’ written notice that it intends to hold a Subsequent Closing as to those Subsequent Facilities where the Subsequent Consents have been obtained, listing the Subsequent Facilities to be included and specifying the date on which a subsequent closing is held, a of such Subsequent Closing (the “Subsequent Closing Date”) and issue additional Shares (including Shares ). Following the provision of any New Class (as defined below)) to any Member (including any Additional Member (as defined below)) on terms and conditions as determined by such notice of a Subsequent Closing, the Board (as defined below); providedfollowing shall apply, however, that no Member shall be required to purchase such additional Shares. Members will be required to fund drawdowns to purchase additional Shares of the Company up subject to the amount applicable conditions set forth in Section 5.04, Section 5.05 and Section 5.06: (b) Not later than 2:00 PM Eastern on each Subsequent Closing Date, (i) the Parties will cause a PropCo to be formed for each Subsequent Facility (or each set of their respective Capital Commitments each time the Company delivers Subsequent Facilities that constitutes a drawdown notice, which will be at least ten (10) Business Days prior to funding (“Drawdown Notice”). The Company intends to solicit subscriptions for additional Capital Commitments for a period set of five years from October 31, 2023 (the date that the Company first issued a Drawdown Notice, the “Initial Investment Period”), after which the Company expects to conduct a Liquidity Event, as defined below. Investment Period may be extended by the Board as it may deem appropriate. If the Company enters into a Subscription Agreement with one or more investors after the initial capital drawdown from investors (the “Initial Drawdown” and the date on which the Initial Drawdown occurs, the “Initial Drawdown Date”Grouped Facilities), each with a limited liability company agreement in the same form used for the other PropCo and with Holdings as the sole member of each PropCo, (ii) the Parties will cause the relevant Welltower Subsidiary(ies) to execute and deliver a contribution agreement (“Subsequent Contribution Agreement”) in substantially the form of Exhibit L for the contribution of any Subsequent Facilities in connection with such investor may, at the discretion Subsequent Closing and (iii) Investor shall make an additional capital contribution (an “Additional Capital Contribution”) to Holdings equal to approximately forty two and one half percent (42.5%) of the Board, be required to make purchases of Shares (each, a “Catch-Up Purchase”) on one or more dates to be determined by the Company. The aggregate purchase price of the Catch-Up Purchases Facilities included in such Subsequent Closing, which shall be distributed to Welltower in a special distribution. (c) At the Subsequent Closing, the Parties will be equal cause the relevant Welltower Subsidiaries to an amount necessary to ensure that, upon payment (i) satisfy the Joinder Project Advance Conditions (as such term is defined in Section 2.1(e) of the aggregate purchase priceLoan Agreement between Lender and the Welltower Subsidiaries), such investor will have contributed the same percentage of its Capital Commitment (ii) execute and submit a Joinder Project Advance Request to the Company Administrative Agent (as all Members whose subscriptions were accepted at previous closings. Catch-Up Purchases will defined in the Loan Agreement between Lender and the Welltower Subsidiaries) requesting that Lender disburse a Joinder Project Advance (as such term is defined in Section 2.1(e) of the Loan Agreement between Lender and the Welltower Subsidiaries) to be made at used to fund a per-share price as determined by our Board (including any committee thereof), which price will be determined prior special distribution to the issuance of such Shares and Welltower in accordance with the limitations under Section 23 applicable Subsequent Contribution Agreement and (iii) consummate the Subsequent Closing. All costs and expenses of the Investment Company ActParties or Holdings incurred in connection with any Subsequent Closing shall be allocated and paid in accordance with the Parties’ “Sharing Ratios” as defined in the Holdings LLC Agreement. In order to more fairly allocate organizational Each Subsequent Closing shall take place on relevant Subsequent Closing Date remotely via the exchange of executed documents and other expenses among all of our Members, investors subscribing after deliverables by electronic transmission and/or facsimile via an escrow through the Initial Drawdown may be required to pay a price per share above net asset value reflecting a variety of factors, including, without limitation, the total amount of our organizational and other expenses amortized and/or incurred between the date office of the Initial Drawdown Escrow Agent, or at such other time or place as the Parties may mutually agree in their sole and the relevant subsequent capital drawdown. In addition to all legal remedies available to the Company, failure by a Member to purchase additional Shares when capital is called in respect of a Member’s Capital Commitment will (following a cure period of seven (7) Business Days) result in that Member being subject to certain default provisions set forth in Section 7.2(e) of this Agreement. Defaulting Members may also forfeit their right to participate in purchasing additional Shares on any future drawdown date or otherwise participate in any future investments in Sharesabsolute discretion.

Subsequent Closings. The Company expects Fund may enter into Other Subscription Agreements with Other Investors after the Closing, with any closing thereunder referred to hold closings subsequent to the Initial Closing Date (each date on which a subsequent closing is held, as a “Subsequent Closing Date”) and issue additional Shares (including Shares of any New Class (as defined below)) to any Member (including any Additional Member (as defined below)) on terms and conditions as determined by the Board (as defined below); provided, however, that no Member shall be required to purchase such additional Shares. Members will be required to fund drawdowns to purchase additional Shares of the Company up to the amount of their respective Capital Commitments each time the Company delivers a drawdown notice, which will be at least ten (10) Business Days prior to funding (“Drawdown Notice”). The Company intends to solicit subscriptions for additional Capital Commitments for a period of five years from October 31, 2023 (the date that the Company first issued a Drawdown Notice, the “Initial Investment Period”), after which the Company expects to conduct a Liquidity Event, as defined below. Investment Period may be extended by the Board as it may deem appropriate. If the Company enters into a Subscription Agreement with one or more investors after the initial capital drawdown from investors (the “Initial DrawdownClosing” and the date on which the Initial Drawdown occurs, the “Initial Drawdown Date”), each any Other Investor whose subscription has been accepted at such investor may, at the discretion of the Board, be required Subsequent Closing referred to make purchases of Shares (each, as a “Catch-Up Purchase”) on Subsequent Investor.” On one or more dates to be determined by the Company. The Fund that occur on or following the Subsequent Closing (each such date, a “Catch-Up Date”), each Subsequent Investor which enters into a Capital Commitment with the Fund may be required, in the Fund’s sole discretion, to purchase from the Fund a number of Shares with an aggregate purchase price of the Catch-Up Purchases will be equal to an amount necessary to ensure that, upon payment of the aggregate purchase price, price for such investor will have contributed Shares by the same percentage of its Capital Commitment to the Company as all Members whose subscriptions were accepted at previous closings. Subsequent Investor on such Catch-Up Purchases will be made at a per-share price as determined by our Board (including any committee thereofDate(s), which price will such Subsequent Investor’s Invested Percentage (as defined below) shall be determined prior equal to the issuance Invested Percentage of all prior Investors which have entered into Capital Commitments with the Fund (other than any Defaulting Investor (as defined below)) (such amount, the “Catch-Up Purchase Price” and such purchase, the “Catch-Up Purchase”). Upon payment of all or a portion of the Catch-Up Purchase Price by such an Investor on a Catch-Up Date, the Fund shall issue to each such Subsequent Investor a number of Shares equal to the portion of the Catch-Up Purchase Price paid divided by the then-current transaction price per Share as of such Shares and Catch-Up Date, determined in accordance with the limitations under provisions of Section 23 of the Investment Company Act3(c). In order Investors that make a Capital Commitment prior to more fairly allocate organizational and other expenses among all of our Members, investors subscribing after the Initial Drawdown may any Subsequent Closing will not be required to pay fund Drawdown Purchases on a price per share above net asset value reflecting Drawdown Date until all Subsequent Investors have made their entire Catch-Up Purchase. For the avoidance of doubt, in the event that the Catch-Up Date and a variety Drawdown Date occur on the same calendar day, such Catch-Up Date and the application of factorsthe provisions of this Section 3(e) shall be deemed to have occurred immediately prior to the relevant Drawdown Date. “Invested Percentage” means, including, without limitationwith respect to an Investor, the total quotient determined by dividing (i) the aggregate amount of our organizational and other expenses amortized and/or incurred between the date of the Initial Drawdown and the relevant subsequent capital drawdown. In addition to all legal remedies available to the Company, failure contributions made by a Member to purchase additional Shares when capital is called in respect of a Membersuch Investor by (ii) such Investor’s Capital Commitment will (following a cure period of seven (7) Business Days) result in that Member being subject to certain default provisions set forth in Section 7.2(e) of this Agreement. Defaulting Members may also forfeit their right to participate in purchasing additional Shares on any future drawdown date or otherwise participate in any future investments in SharesCommitment.

Subsequent Closings. The Subsequent Closings shall take place at the offices of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on such date and at such time as the Company expects to hold closings subsequent to shall determine (each, a “Subsequent Closing” and, collectively, the “Subsequent Closings” and, together with the Initial Closing, individually, a “Closing” and, collectively, the “Closings”). The date of each applicable Subsequent Closing Date (each date on which a subsequent closing is held, referred to herein as a “Subsequent Closing Date”.” At each Subsequent Closing, the Company shall deliver to each Additional Purchaser (a) an Additional Note, dated as of such applicable Subsequent Closing Date, in an aggregate original principal amount equal to the dollar amount set forth opposite such Additional Purchaser’s name under the heading “Subsequent Closing Principal Amount” on Schedule B hereto and issue additional Shares (including Shares of any New Class (as defined below)b) to any Member (including any Additional Member (as defined below)) on terms and conditions as determined this Agreement, executed by the Board Company and the Additional Purchasers. The Company shall update Schedule B from time to time as necessary upon each Subsequent Closing. At each Subsequent Closing, each Additional Purchaser shall deliver to the Company the amount set forth opposite such Additional Purchaser’s name under the heading “Subsequent Closing Principal Amount” on Schedule B hereto, by any combination of (i) bank check, (ii) personal check or (iii) wire transfer of immediately available funds to such account as defined below); providedthe Company designates. Each Additional Purchaser, howeverwho is a holder of an Existing Note and who purchases an Additional Note for cash, that no Member shall be required entitled to purchase exchange (on a dollar for dollar basis), on such additional Shares. Members will be required to fund drawdowns to purchase additional Shares Subsequent Closing Date, the principal amount of the Company Existing Note for the same principal amount of the Additional Note purchased by the Additional Purchaser for cash, up to the principal amount of their respective Capital Commitments each time the Company delivers a drawdown notice, which will be at least ten Additional Note purchased. Each Additional Purchaser surrendering an Existing Note for exchange pursuant hereto (10a) Business Days prior to funding (“Drawdown Notice”). The Company intends to solicit subscriptions shall receive cash for additional Capital Commitments for a period of five years from October 31, 2023 (accrued and unpaid interest on the date that the Company first issued a Drawdown Notice, the “Initial Investment Period”), after which the Company expects to conduct a Liquidity Event, as defined below. Investment Period may be extended by the Board as it may deem appropriate. If the Company enters into a Subscription Agreement with one or more investors after the initial capital drawdown from investors (the “Initial Drawdown” and the date on which the Initial Drawdown occurs, the “Initial Drawdown Date”), each such investor may, at the discretion principal amount of the BoardExisting Note being exchanged on the applicable Subsequent Closing Date and (b) hereby acknowledges and agrees that, be required to make purchases of Shares (each, a “Catch-Up Purchase”) on one or more dates to be determined by the Company. The aggregate purchase price notwithstanding any provisions of the Catch-Up Purchases will be equal to an amount necessary to ensure thatExisting Note, upon payment any portion of the aggregate purchase price, such investor will have contributed the same percentage of its Capital Commitment to the Company Existing Note exchanged is automatically cancelled as all Members whose subscriptions were accepted at previous closings. Catch-Up Purchases will be made at a per-share price as determined by our Board (including any committee thereof), which price will be determined prior to the issuance of such Shares and in accordance with the limitations under Section 23 of the Investment Company Act. In order to more fairly allocate organizational and other expenses among all of our Members, investors subscribing after the Initial Drawdown may be required to pay a price per share above net asset value reflecting a variety of factors, including, without limitation, the total amount of our organizational and other expenses amortized and/or incurred between the date of the Initial Drawdown and the relevant subsequent capital drawdown. In addition to all legal remedies available to the Company, failure by a Member to purchase additional Shares when capital is called in respect of a Member’s Capital Commitment will (following a cure period of seven (7) Business Days) result in that Member being subject to certain default provisions set forth in Section 7.2(e) of this Agreement. Defaulting Members may also forfeit their right to participate in purchasing additional Shares on any future drawdown date or otherwise participate in any future investments in SharesSubsequent Closing Date.

Subsequent Closings. The Company expects to hold closings subsequent (a) Subject to the Initial terms and conditions set forth herein, on each Subsequent Closing Date (each date i) Seller shall assign to Trustee, for the benefit of the Certificateholders and Bond Insurer, the Eligible Lease Contracts and other rights and interests to be conveyed to the Trust on which a subsequent closing is held, a “the Subsequent Closing Date”, (ii) Rockford shall cause the Available Amount to equal or exceed the Minimum LOC Amount (calculated after giving effect to the conveyance of the Lease Contracts to be conveyed to the Trust and the issuance of the related Class A Certificates on such Subsequent Closing Date), (iii) Trustee shall issue additional Shares to or upon the order of Seller Class A Certificates having an original aggregate certificate principal balance equal to the Aggregate Discounted Lease Contract Balance of such Lease Contracts as of the Subsequent Closing Date, representing 100% of the Certificates to be issued on the Subsequent Closing Date, and (including Shares iv) Purchaser and/or its designated affiliate shall purchase such Class A Certificates from Seller for a price equal to the original aggregate principal amount of any New Class (as defined below)) to any Member (including any Additional Member (as defined below)) on terms and conditions as determined by the Board (as defined below)such Certificates; provided, however, that no Member such purchase shall be required not cause the Class A Certificate Investor Interest to purchase such additional Sharesexceed the Commitment Amount and Trustee shall not accept further Lease Contracts if to do so would cause the Class A Certificate Investor Interest to exceed the Commitment Amount. Members will be required to fund drawdowns to purchase additional Shares of the Company up Notwithstanding anything to the amount of their respective Capital Commitments each time the Company delivers a drawdown noticecontrary contained herein, which will be at least ten (10) Business Days prior to funding (“Drawdown Notice”). The Company intends to solicit subscriptions for additional Capital Commitments for a period of five years from October 31, 2023 (the date that the Company first issued a Drawdown Notice, the “Initial Investment Period”), after which the Company expects to conduct a Liquidity Event, as defined below. Investment Period may be extended by the Board as it may deem appropriate. If the Company enters into a Subscription Agreement with one or more investors after the initial capital drawdown from investors (the “Initial Drawdown” and all Subsequent Closing Dates must occur no later than the date on which the Initial Drawdown occursFunding Period is terminated. Trustee shall not accept Lease Contracts and Purchaser shall not purchase Class A Certificates on or after the date on which the Funding Period is terminated. (b) Not later than the fifth Business Day preceding a Subsequent Closing Date, Seller, by personal delivery, telecopy or other means of delivery, shall give Trustee, Bond Insurer and Purchaser notice (the "Subsequent Closing Notice") of the proposed Subsequent Closing Date. Each such notice shall specify the date of the proposed Subsequent Closing Date (which shall be a Business Day), shall include a copy of the Lease Schedule for the Lease Contracts to be assigned to Trustee on the Subsequent Closing Date, and shall specify the weighted average of the remaining terms of such Lease Contracts, the “Initial Drawdown approximate applicable Treasury Rate under Section 2.05 for such weighted average (with the precise calculation to be communicated to Trustee, Bond Insurer and Purchaser one Business Day prior to the proposed Subsequent Closing Date”), each and the approximate aggregate principal amount (with the precise calculation to be communicated to Trustee, Bond Insurer and Purchaser one Business Day prior to the proposed Subsequent Closing Date) and approximate applicable Certificate Rates of Certificates to be issued in connection with such investor mayproposed closing (with the precise calculation to be communicated to Trustee, at Bond Insurer and Purchaser one Business Day prior to the discretion proposed Subsequent Closing Date); provided, in no event shall the Class A Certificate Investor Interest ever (c) Seller hereby agrees, subject to the terms of this Agreement, to assign to Trustee for the benefit of the BoardCertificateholders and Bond Insurer on each Subsequent Closing Date, be required to make purchases Eligible Lease Contracts with an Aggregate Discounted Lease Contract Balance as of Shares (each, a “Catch-Up Purchase”) on one or more dates the Subsequent Closing Date that is not less than the aggregate original principal balance of the Certificates to be determined by the Company. The aggregate purchase price issued on such Subsequent Closing Date. (d) Payment for and delivery of the Catch-Up Purchases will Certificates to be equal to an amount necessary to ensure that, upon payment of the aggregate purchase price, such investor will have contributed the same percentage of its Capital Commitment to the Company as all Members whose subscriptions were accepted at previous closings. Catch-Up Purchases will purchased by Purchaser from Seller on a Subsequent Closing Date shall be made at a per-share price as determined by our Board (including any committee thereof)closing at the offices of Purchaser c/o CoreStates Bank, which price will be determined prior to N.A., 1345 Xxxxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000 xx 12:00 noon Philadelphia time on the issuance of such Shares and in accordance with the limitations under Section 23 Subsequent Closing Date. Payment of the Investment Company Act. In order purchase price for the Certificates shall be made by Purchaser in federal or other immediately available funds, against delivery to more fairly allocate organizational and other expenses among all of our Members, investors subscribing after the Initial Drawdown may be required to pay a price per share above net asset value reflecting a variety of factors, including, without limitation, the total amount of our organizational and other expenses amortized and/or incurred between the date Purchaser of the Initial Drawdown and Certificates to be purchased on such Subsequent Closing Date, registered in Purchaser's name or in the relevant subsequent capital drawdown. In addition to all legal remedies available to the Company, failure by a Member to purchase additional Shares when capital is called in respect name of a Member’s Capital Commitment will (following a cure period of seven (7) Business Days) result in that Member being subject to certain default provisions set forth in Section 7.2(e) of this Agreement. Defaulting Members may also forfeit their right to participate in purchasing additional Shares on any future drawdown date or otherwise participate in any future investments in SharesPurchaser's nominee.

Subsequent Closings. The Company expects obligation of each Lender hereunder to hold closings subsequent purchase Notes at a Subsequent Closing is subject to the Initial satisfaction, at the applicable Subsequent Closing Date, of each of the following conditions: (a) Each representation and warranty by any Credit Party contained herein and in each other Transaction Document shall be true and correct in all material respects (without duplication of any materiality qualifiers) as of such date (subject to such updates to the Schedules, if any, as are approved by the Agent in its reasonable discretion), except to the extent that such representation or warranty expressly relates to an earlier date, including the Closing Date (each in which event such representations and warranties shall be true and correct in all material respects (without duplication of any materiality qualifiers) as of such earlier date). (b) No Event of Default or event or circumstance which, with the giving of notice, the lapse of time, or both, would (if not cured or otherwise remedied during such time) constitute an Event of Default shall have occurred and be continuing or would result after giving effect to such issuance and purchase of Notes. (c) After giving effect to such issuance and purchase of Notes, the aggregate outstanding principal amount of the Notes would not exceed the Maximum Commitment. US_142974558 (d) The funding date shall be a Permitted Issuance Date. (e) After giving effect to such draw, the Debt-to-Equity Ratio of the Borrower shall not be more than 9-to-1. (f) The Credit Parties shall have paid or reimbursed the Agent and the Lenders for all costs and expenses required to be paid or reimbursed by them on which the Permitted Issuance Date in accordance with Section 8.22 hereof. (g) The Credit Parties shall have delivered a subsequent closing is heldBorrowing Base Certificate, certified on behalf of the Borrower by the chief financial officer of the Borrower (or other authorized executive officer performing a “similar function), setting forth the Borrowing Base of the Borrower as of a date no earlier than the end of the most recently ended fiscal month and no later than the day immediately preceding the funding date. The request by the Borrower and acceptance by the Borrower of the proceeds of any additional issuance and purchase of Notes made on a Subsequent Closing Date shall be deemed to constitute, as of such Subsequent Closing Date”, (i) a representation and issue additional Shares (including Shares of any New Class (as defined below)) to any Member (including any Additional Member (as defined below)) on terms and conditions as determined warranty by the Board Borrower that the conditions in this Section 5.2 have been satisfied and (as defined below); provided, however, that no Member shall be required to purchase such additional Shares. Members will be required to fund drawdowns to purchase additional Shares ii) a reaffirmation by each Credit Party of the Company up granting and continuance of Agent’s Liens, on behalf of the Lenders and the Holders, pursuant to the amount of their respective Capital Commitments each time the Company delivers a drawdown notice, which will be at least ten (10) Business Days prior to funding (“Drawdown Notice”). The Company intends to solicit subscriptions for additional Capital Commitments for a period of five years from October 31, 2023 (the date that the Company first issued a Drawdown Notice, the “Initial Investment Period”), after which the Company expects to conduct a Liquidity Event, as defined below. Investment Period may be extended by the Board as it may deem appropriate. If the Company enters into a Subscription Agreement with one or more investors after the initial capital drawdown from investors (the “Initial Drawdown” and the date on which the Initial Drawdown occurs, the “Initial Drawdown Date”), each such investor may, at the discretion of the Board, be required to make purchases of Shares (each, a “Catch-Up Purchase”) on one or more dates to be determined by the Company. The aggregate purchase price of the Catch-Up Purchases will be equal to an amount necessary to ensure that, upon payment of the aggregate purchase price, such investor will have contributed the same percentage of its Capital Commitment to the Company as all Members whose subscriptions were accepted at previous closings. Catch-Up Purchases will be made at a per-share price as determined by our Board (including any committee thereof), which price will be determined prior to the issuance of such Shares and in accordance with the limitations under Section 23 of the Investment Company Act. In order to more fairly allocate organizational and other expenses among all of our Members, investors subscribing after the Initial Drawdown may be required to pay a price per share above net asset value reflecting a variety of factors, including, without limitation, the total amount of our organizational and other expenses amortized and/or incurred between the date of the Initial Drawdown and the relevant subsequent capital drawdown. In addition to all legal remedies available to the Company, failure by a Member to purchase additional Shares when capital is called in respect of a Member’s Capital Commitment will (following a cure period of seven (7) Business Days) result in that Member being subject to certain default provisions set forth in Section 7.2(e) of this Agreement. Defaulting Members may also forfeit their right to participate in purchasing additional Shares on any future drawdown date or otherwise participate in any future investments in SharesTransaction Documents.

Subsequent Closings. 3.10.1 The Company expects to hold closings subsequent to the Initial Closing Date may accept additional Capital Commitments (each date on which a subsequent closing is heldan “Additional Capital Commitment”) to increase its Committed Capital, at one or more Closings after the First Closing (each such event a “Subsequent Closing DateClosing”). The last of such Subsequent Closings (the “Final Closing”) and issue additional Shares (including Shares shall occur not later than 18 months after the First Closing, unless extended by Special Resolution. 3.10.2 At each Subsequent Closing the Company may accept Additional Capital Commitments from any of any New Class (as defined below)) to any Member (including any Additional Member (as defined below)) on terms and conditions as determined the other Shareholders or from a Subscriber selected by the Board Board. Upon each Subsequent Closing, a Subscriber making an Additional Capital Commitment shall execute a Deed of Adherence in accordance with the draft attached as Annex 2, and a Shareholder making an Additional Capital Commitment shall execute a Deed of Amendment in accordance with the draft attached as Annex 3. 3.10.3 On the first Subscription Date following a Subsequent Closing, each Subscriber making an Additional Capital Commitment, and each Shareholder making an Additional Capital Commitment, shall subscribe for Shares for an amount (as defined below); providedthe “Adjustment Contribution”) such that the Funded Percentage of each such Shareholder and each such Subscriber equals the Funded Percentage of the Company after such Subscription Date. 3.10.4 On the first Subscription Date following a Subsequent Closing, howevereach Subscriber making an Additional Capital Commitment, that no Member and each Shareholder making an Additional Capital Commitment, shall be required to purchase pay to the Company an amount (the “Subscription Premium”) calculated as the higher of: (a) a notional interest of 6 per cent per annum on the amount of such additional Shares. Members will be required Additional Commitment for the period from the First Subscription Date to fund drawdowns to purchase additional Shares the first Subscription Date following the Subsequent Closing; or (b) the difference between the Net Asset Value and the Capital Contribution per Share as reported in the accounts of the Company up immediately prior to such Subscription Date multiplied by the number of Shares issued in respect of such Additional Commitment. 3.10.5 The Subscription Premiums shall be added to the share premium reserve of the Company. The Subscription Premiums shall not reduce the Capital Commitments nor increase the Capital Contributions of any of the Shareholders. 3.10.6 On the first Subscription Date following a Subsequent Closing, to the extent that the Company does not require the aggregate amount of the Adjustment Contributions and Subscription Premiums to fund the projected Disbursements for the three-month period following the Subscription Date, such Adjustment Contributions and Subscription Premiums shall be distributed to the Shareholders, such that the Funded Percentage of each Shareholder equals the Funded Percentage of the Capital Commitments of the Company after such Subscription Date. Distributions under this clause shall not be treated as distributions of Net Cash Flow under Section 7 herein and shall accordingly reduce the Capital Contributions and increase the Remaining Commitments of such Shareholders. The Company shall redeem a number of Shares corresponding to the amount of their respective Capital Commitments such distributions a Shareholder is eligible to receive, and each time the Company delivers a drawdown noticeShareholder shall, which will be at least ten (10) Business Days prior to funding (“Drawdown Notice”). The Company intends to solicit subscriptions for additional Capital Commitments for a period of five years from October 31if necessary, 2023 (the date that the Company first issued a Drawdown Notice, the “Initial Investment Period”), after which the Company expects to conduct a Liquidity Event, as defined below. Investment Period may be extended by the Board as it may deem appropriate. If the Company enters into a Subscription Agreement with one or more investors after the initial capital drawdown from investors (the “Initial Drawdown” execute and the date on which the Initial Drawdown occurs, the “Initial Drawdown Date”), each such investor may, at the discretion of the Board, be required to make purchases of Shares (each, a “Catch-Up Purchase”) on one or more dates to be determined by the Company. The aggregate purchase price of the Catch-Up Purchases will be equal to an amount necessary to ensure that, upon payment of the aggregate purchase price, such investor will have contributed the same percentage of its Capital Commitment deliver to the Company as all Members whose subscriptions were accepted at previous closings. Catch-Up Purchases will be made at a per-share price as determined by our Board (including any committee thereof), which price will be determined prior to the issuance of such Shares and in accordance with the limitations under Section 23 an appropriate resolution of the Investment Company Act. In order to more fairly allocate organizational Shareholders authorizing and other expenses among all of our Members, investors subscribing after the Initial Drawdown may be required to pay approving such a price per share above net asset value reflecting a variety of factors, including, without limitation, the total amount of our organizational and other expenses amortized and/or incurred between the date of the Initial Drawdown and the relevant subsequent capital drawdown. In addition to all legal remedies available to the Company, failure by a Member to purchase additional Shares when capital is called in respect of a Member’s Capital Commitment will (following a cure period of seven (7) Business Days) result in that Member being subject to certain default provisions set forth in Section 7.2(e) of this Agreement. Defaulting Members may also forfeit their right to participate in purchasing additional Shares on any future drawdown date or otherwise participate in any future investments in Sharesredemption.