GOLDMAN SACHS BDC, INC. (a Delaware corporation) [•] Shares of Common Stock UNDERWRITING AGREEMENT Dated: [•]Underwriting Agreement • January 19th, 2017 • Goldman Sachs BDC, Inc. • New York
Goldman Sachs BDC, Inc., a Delaware corporation (the “Company”), confirms its agreement with [•] and [•] and each of the other underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom [•] and [•] are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of common stock, par value $0.001 per share, of the Company (“Common Stock”) set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of [•] additional shares of Common Stock. The aforesaid [•] shares of Common Stock (the “Initial Securities”) to be purchased by the Underwriters and all or any part of the [•
WARRANT AGREEMENT BY AND BETWEEN GOLDMAN SACHS BDC, INC. ANDWarrant Agreement • January 19th, 2017 • Goldman Sachs BDC, Inc. • New York
Agreement made as of , , between GOLDMAN SACHS BDC, INC., a Delaware corporation, with offices at 200 West Street, New York, New York 10282 (the “Company”), and , a corporation, with offices at (the “Warrant Agent”).
SUBSCRIPTION AGENT AGREEMENT BY AND BETWEEN GOLDMAN SACHS BDC, INC. andSubscription Agent Agreement • January 19th, 2017 • Goldman Sachs BDC, Inc. • New York
This Subscription Rights Agreement (the “Agreement”) is made as of between Goldman Sachs BDC, Inc., a Delaware corporation (the “Company”), and (the “Subscription Agent”), and relates to the base prospectus included in the Registration Statement on Form N-2, File No. 333-, filed by the Company with the Securities and Exchange Commission on , , as amended by any amendment filed with respect thereto (the “Registration Statement”) and any supplemental prospectus (together with the base prospectus, the “Prospectus”). Capitalized terms not otherwise defined herein shall have the meanings given to them in the Subscription Certificate (as defined below).
