0001309111-17-000002.txt : 20170124 0001309111-17-000002.hdr.sgml : 20170124 20170124141534 ACCESSION NUMBER: 0001309111-17-000002 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20170124 DATE AS OF CHANGE: 20170124 GROUP MEMBERS: BAIN CAPITAL CREDIT HOLDINGS (MRF), L.P. GROUP MEMBERS: BAIN CAPITAL DISTRESSED & SPECIAL SITUATIONS 2016 (F), L.P GROUP MEMBERS: BCSF HOLDINGS, LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Bain Capital Specialty Finance, Inc. CENTRAL INDEX KEY: 0001655050 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-89666 FILM NUMBER: 17543424 BUSINESS ADDRESS: STREET 1: C/O BAIN CAPITAL CREDIT, LP STREET 2: 200 CLARENDON STREET CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: (617) 516-2318 MAIL ADDRESS: STREET 1: C/O BAIN CAPITAL CREDIT, LP STREET 2: 200 CLARENDON STREET CITY: BOSTON STATE: MA ZIP: 02116 FORMER COMPANY: FORMER CONFORMED NAME: Sankaty Capital Corp DATE OF NAME CHANGE: 20151007 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BAIN CAPITAL CREDIT MEMBER, LLC CENTRAL INDEX KEY: 0001309111 IRS NUMBER: 510422163 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 200 CLARENDON STREET CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-516-2000 MAIL ADDRESS: STREET 1: 200 CLARENDON STREET CITY: BOSTON STATE: MA ZIP: 02116 FORMER COMPANY: FORMER CONFORMED NAME: SANKATY CREDIT MEMBER, LLC DATE OF NAME CHANGE: 20041118 SC 13D/A 1 Schedule13DA1BDC1202017.txt BAIN CAPITAL CREDIT 13D/A BAIN CAPITAL SPECIALTY FINANCE, INC. AS OF JANUARY 24, 2017 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* BAIN CAPITAL SPECIALTY FINANCE, INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) Ranesh Ramanathan 200 Clarendon Street Boston, Massachusetts 02116 (617) 516-2493 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 20, 2017 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ? Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 1 NAME OF REPORTING PERSON Bain Capital Credit Member, LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ? (b) ? 3 SEC USE ONLY 4 SOURCE OF FUNDS OO (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ? 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER None 8 SHARED VOTING POWER 9,917,406.91 9 SOLE DISPOSITIVE POWER None 10 SHARED DISPOSITIVE POWER 9,917,406.91 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,917,406.91 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ? 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 90.81% (1) 14 TYPE OF REPORTING PERSON IA, PN (1) Based on 10,921,257.24 shares of common stock, par value $0.001 ("Common Stock"), outstanding as of the date of filing. 1 NAME OF REPORTING PERSON BCSF Holdings, LP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ? (b) ? 3 SEC USE ONLY 4 SOURCE OF FUNDS OO (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ? 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER None 8 SHARED VOTING POWER 4,921,784.02 9 SOLE DISPOSITIVE POWER None 10 SHARED DISPOSITIVE POWER 4,921,784.02 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,921,784.02 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ? 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.07% (1) 14 TYPE OF REPORTING PERSON PN (1) Based on 10,921,257.24 shares of Common Stock outstanding as of the date of filing. 1 NAME OF REPORTING PERSON Bain Capital Distressed and Special Situations 2016 (F), L.P. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ? (b) ? 3 SEC USE ONLY 4 SOURCE OF FUNDS OO (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ? 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER None 8 SHARED VOTING POWER 4,189,552.24 9 SOLE DISPOSITIVE POWER None 10 SHARED DISPOSITIVE POWER 4,189,552.24 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,189,552.24 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ? 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 38.36% (1) 14 TYPE OF REPORTING PERSON PN (1) Based on 10,921,257.24 shares of Common Stock outstanding as of the date of filing. 1 NAME OF REPORTING PERSON Bain Capital Credit Holdings (MRF), L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ? (b) ? 3 SEC USE ONLY 4 SOURCE OF FUNDS OO (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ? 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER None 8 SHARED VOTING POWER 806,070.65 9 SOLE DISPOSITIVE POWER None 10 SHARED DISPOSITIVE POWER 806,070.65 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 806,070.65 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ? 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.38% (1) 14 TYPE OF REPORTING PERSON PN (1) Based on 10,921,257.24 shares of Common Stock outstanding as of the date of filing. EXPLANATORY NOTE This Amendment No. 1 amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission by the Reporting Person on October 6, 2016 (the "Statement") relating to the Common Stock, $0.01 par value, of Bain Capital Specialty Finance, Inc., a Delaware corporation (the "Issuer"). Unless otherwise indicated, all capitalized terms used herein shall have the meanings ascribed to them in the Statement, and unless amended or supplemented hereby, all information previously filed remains in effect. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Item 3 is hereby amended and restated in its entirety to read as follows: On October 6, 2016 the Reporting Persons purchased an aggregate of 4,971,069.30 shares of Common Stock (the "October Shares"). The October Shares were acquired by or on behalf of the Funds using investment capital. The aggregate consideration paid for the October Shares purchased by the Reporting Persons was approximately $99,421,386. On January 20, 2017, the Reporting Persons purchased an additional 4,946,337.61 shares of Common Stock (the "January Shares"). The January Shares were acquired by or on behalf of the Funds using investment capital. The aggregate consideration paid for the January Shares purchased by the Reporting Persons was approximately $99,421,386. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5 of the Statement is hereby amended and restated in its entirety to read as follows: (a) and (b) The information set forth in Rows 7 through 13 of the cover pages to this Schedule 13D/A is hereby incorporated herein by reference for each Reporting Person. (c) Schedule I hereto, which is incorporated by reference into this Item 5(c) as if restated in full herein, describes all of the transactions in shares of Common Stock beneficially owned by the Reporting Persons acquired or sold during the past sixty (60) days. (d) Several underlying investors have the right to receive dividends from, or proceeds from the sale of, the shares of Common Stock that are held of record by the Funds. Specifically, Employees Retirement System of Texas, Commonfund MSB Master Fund, LLC, and DCM Investments, LP each have the right to receive dividends from, or proceeds from the sale of, the shares of Common Stock that are held of record by BCSF Holdings. The Northern Trust Company, in its capacity as custodian for Future Fund Board of Guardians acting in connection with the Future Fund, has the right to receive dividends from, or proceeds from the sale of, the shares of Common Stock that are held of record by F Holdings. The Northern Trust Company, in its capacity as custodian for Future Fund Board of Guardians acting in connection with the Medical Research Future Fund, has the right to receive dividends from, or proceeds from the sale of, the shares of Common Stock that are held of record by MRF Holdings. No other underlying investor of the Funds has a right to receive dividends from, or the proceeds from the sale of, more than five percent of the shares of Common Stock. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Each Fund has entered into a subscription agreement with the Issuer substantially in the form of Exhibit 99.2 (each, a "Subscription Agreement"), whereby each such Fund has committed to contribute capital to the Issuer in an amount up to the amount set forth in each such Fund's respective Subscription Agreement to acquire shares of Common Stock. BCSF Holdings has made a capital commitment of $246,702,890 to the Issuer; F Holdings has made a capital commitment of $210,000,000 to the Issuer; and MRF Holdings has made a capital commitment of $40,404,040 to the Issuer. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 99.1: Joint Filing Agreement, dated January 24, 2017 Exhibit 99.2: Form of Subscription Agreement SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. Dated: January 24, 2017 BAIN CAPITAL CREDIT MEMBER, LLC By: /s/ Ranesh Ramanathan Name: Ranesh Ramanathan Title: Managing Director and General Counsel BCSF HOLDINGS, LP By: BCSF Holdings Investors, L.P., its General Partner By: Bain Capital Credit Member, LLC, its General Partner By: /s/ Ranesh Ramanathan Name: Ranesh Ramanathan Title: Managing Director and General Counsel BAIN CAPITAL DISTRESSED AND SPECIAL SITUATIONS 2016 (F), L.P. By: Bain Capital Distressed and Special Situations 2016 Investors (F), L.P., its General Partner By: Bain Capital Credit Member, LLC, its General Partner By: /s/ Ranesh Ramanathan Name: Ranesh Ramanathan Title: Managing Director and General Counsel BAIN CAPITAL CREDIT HOLDINGS (MRF), L.P. By: Bain Capital Credit Holdings Investors (MRF), LP, its General Partner By: Bain Capital Credit Member, LLC, its General Partner By: /s/ Ranesh Ramanathan Name: Ranesh Ramanathan Title: Managing Director and General Counsel SCHEDULE I Shares of Common Stock beneficially owned by the Reporting Persons acquired or sold during the past sixty (60) days. The transactions described below were effected through direct subscriptions to the Issuer. As reflected in I tem 5, and by virtue of the relationships described therein, BCCM may be deemed to share beneficial ownership of the shares reflected in the transactions listed below. Purchaser Trade Date Shares Purchased/(Sold) Price Per Share (1) Total Price (1) BCSF Holdings, LP 1/20/2017 2,454,755.12 $20.10 $49,340,578 Bain Capital Distressed and Special Situations 2016 (F), L.P. 1/20/2017 2,089,552.24 $20.10 $42,000,000 Bain Capital Credit Holdings (MRF), L.P. 1/20/2017 402,030.25 $20.10 $8,080,808 (1) Not including any brokerage commissions or service charges. EXHIBIT 99.1 The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to such statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other entity or person, except to the extent that he or it knows or has reason to believe that such information is inaccurate. Dated: January 24, 2017 BAIN CAPITAL CREDIT MEMBER, LLC By: /s/ Ranesh Ramanathan Name: Ranesh Ramanathan Title: Managing Director and General Counsel BCSF HOLDINGS, LP By: BCSF Holdings Investors, L.P., its General Partner By: Bain Capital Credit Member, LLC, its General Partner By: /s/ Ranesh Ramanathan Name: Ranesh Ramanathan Title: Managing Director and General Counsel BAIN CAPITAL DISTRESSED AND SPECIAL SITUATIONS 2016 (F), L.P. By: Bain Capital Distressed and Special Situations 2016 Investors (F), L.P., its General Partner By: Bain Capital Credit Member, LLC, its General Partner By: /s/ Ranesh Ramanathan Name: Ranesh Ramanathan Title: Managing Director and General Counsel BAIN CAPITAL CREDIT HOLDINGS (MRF), L.P. By: Bain Capital Credit Holdings Investors (MRF), LP, its General Partner By: Bain Capital Credit Member, LLC, its General Partner By: /s/ Ranesh Ramanathan Name: Ranesh Ramanathan Title: Managing Director and General Counsel Page 5 Page 2 EX-99.2 SUB AGMT 2 Exhibit992.txt BAIN CAPITAL SPECIALTY FINANCE, INC. SUBSCRIPTION AGREEMENT BAIN CAPITAL SPECIALTY FINANCE, INC. SUBSCRIPTION AGREEMENT Parties The parties to this Subscription Agreement (the "Agreement", together with subscription agreements executed by the other subscribers to the Company, the "Subscription Agreements") are Bain Capital Specialty Finance, Inc., a Delaware corporation (the "Company"), and the undersigned subscriber (the "Subscriber"). Capitalized terms not defined herein shall have the meanings ascribed to them in the most recent Private Placement Memorandum of the Company, as such document may be amended, amended and restated or supplemented from time to time (the "Private Placement Memorandum"). Recitals 1. The Subscriber wishes to subscribe to the offering described in the Private Placement Memorandum, subject to the terms described or appearing in the Private Placement Memorandum, the Company's Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") and the Company's Bylaws (the "Bylaws" and together with the Certificate of Incorporation, the "Governing Documents") by committing to contribute capital to the Company in an amount up to the Requested Capital Commitment set forth on the signature page hereto, though the Company may, in its sole discretion, decline to accept any or all of such Requested Capital Commitment. The Subscriber represents and warrants to the Company that the Subscriber will not execute or deliver this Agreement unless and until the Subscriber has carefully read and considered the Private Placement Memorandum, the Governing Documents and the subscription materials herein, including this Agreement, and fully understands and is in agreement with all the terms and conditions thereof. The Subscriber acknowledges and agrees that it has received full and adequate consideration, on the date that this Agreement (having been properly and fully completed and signed by the Subscriber) has been accepted by the Company (the "Closing Date"), for the entirety of its Capital Commitment and hereby waives any and all defenses of non-consideration as to any capital drawdown occurring after the Closing Date, including any defenses resulting from any insolvency or bankruptcy proceeding of the Company, any material or total decrease in value of the Shares or any inability of the Company to actually issue Shares. 2. The Company desires to accept all or part of the Subscriber's Requested Capital Commitment (the "Capital Commitment") in an amount set forth by the Company below its signature hereto, which amount may not exceed the Requested Capital Commitment, and to admit such Subscriber as a stockholder of the Company, all as more fully described in, and upon the terms and conditions of, this Agreement. Agreement The Company and the Subscriber hereby agree as follows: 1. Representations and Warranties of the Company. The ompany hereby represents and warrants to the Subscriber as follows: (a) The Company is a corporation duly formed, legally existing and in good standing under the laws of the State of Delaware. BCSF Advisors, LP, the investment adviser to the Company (the "Advisor"), is a limited liability company duly formed, legally existing and in good standing under the laws of the State of Delaware. (b) Copies of the Private Placement Memorandum (as in effect as of the date hereof) and the Governing Documents have been provided to the Subscriber. (c) The Company has all requisite power and authority to execute and deliver this Agreement, to carry out all of the terms and provisions of this Agreement to be carried out by it, and to conduct its business as described in this Agreement, the Private Placement Memorandum and the Governing Documents. (d) The execution, delivery and performance by the Company of this Agreement have been duly authorized by all necessary action on its behalf. This Agreement has been duly executed and delivered on behalf of the Company and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that the enforcement of the rights and remedies created thereby is subject to (i) bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (e) Neither the execution and delivery of this Agreement by the Company, nor the consummation of any of the transactions contemplated hereby will (i) conflict with, result in a breach of, or constitute a default under, any indenture, mortgage, lease or other agreement to which the Company is a party or by which it or any of its properties may be bound, or (ii) result in a violation of any order, writ, injunction, decree or award of any court or governmental authority to which the Company or any of its properties may be subject. The execution and delivery by the Company of this Agreement does not require any filing with, or approval or consent of, any governmental authority which has not already been made or obtained, except, if deemed necessary or advisable by the Company, the filings under applicable securities laws. (f) The Company has not, either directly or indirectly through any agent, sold or offered shares in the Company ("Shares") to, or solicited offers to buy Shares from, or otherwise approached or negotiated in respect of Shares with, any persons or entities so as to make necessary the registration of the Shares under the Securities Act of 1933, as amended (the "1933 Act"). The Company's representations and warranties in this clause (f) are made in reliance on the representations and warranties of the Subscriber under this Agreement and the other subscribers under the other Subscription Agreements. (g) There is no material litigation pending or, to the best knowledge of the Company, threatened against the Company. (h) The Shares of the Company have been duly authorized for issuance and, when issued and delivered against payment therefore in accordance with the terms, conditions, requirements and procedures described in the Governing Documents and the Subscription Agreement, will be validly issued and fully paid and non-assessable. (i) The Company confirms that all service and other contractual arrangements (excluding arrangements specifically contemplated in the Governing Documents or the Subscription Agreements) that involve the payment of any fee or expense by the Company between (i) the Company and (ii) the Advisor or its affiliates, shall be reviewed by the Board of Directors of the Company (the "Board") in accordance with the Investment Company Act of 1940, as amended ("1940 Act") and the rules and regulations promulgated thereunder. 2. Representations and Warranties of the Subscriber. The Subscriber hereby represents and warrants to the Company as follows: (a) The Subscriber is, if applicable, duly and validly formed, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has all requisite power and authority to execute and deliver this Agreement and to carry out all of the terms and rovisions of this Agreement. (b) The execution and delivery of this Agreement and the performance of this Agreement by the Subscriber have been duly authorized by all necessary corporate or other action on its behalf. This Agreement has been duly executed and delivered on behalf of the Subscriber, and this Agreement constitutes the legal, valid and binding obligation of the Subscriber, enforceable against it in accordance with its terms, except to the extent that the enforcement of the rights and remedies created thereby is subject to (i) bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (c) The Subscriber is, with respect to the Company, an "accredited investor" within the meaning of Rule 501 of Regulation D under the 1933 Act, as amended by Section 413(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The Subscriber is acquiring the Subscriber's Shares for the Subscriber's own account (or for the account of the trust or plan or other entity referred to in the signature block at the end of this Agreement), for investment and not with a view to any resale or distribution thereof within the meaning of the 1933 Act, in whole or in part. The Subscriber understands that the Shares have not been registered under the 1933 Act or any state securities laws and may not be assigned, sold or otherwise transferred without registration under the 1933 Act or any relevant state securities laws or exemption therefrom; that the Company has no obligation to register any of the Shares under the 1933 Act or state securities laws, or to permit sales pursuant to Regulation A under the 1933 Act. The Shares are an illiquid investment and the Subscriber must therefore bear the economic risk of holding its Shares in the Company for an indefinite period of time. The aggregate amount of the investments of the Subscriber in, and its commitments to, all similar investments, is reasonable in relation to the Subscriber's net worth. The Subscriber has adequate means of providing for all of its current and foreseeable needs and personal contingencies and has no need for liquidity in this investment. The Subscriber can afford a complete loss of its investment in the Shares. The Subscriber is not a party to, nor does it have any current intention to enter any into contract, agreement or other obligation pursuant to which it would transfer the Shares. No non-U.S., U.S. federal or state authority has made any finding or determination as to the fairness for investment of the Shares and no non-U.S., U.S. federal or state authority has recommended or endorsed or will recommend or endorse this offering. (d) The Subscriber is a "qualified purchaser" (or a "knowledgeable employee" or an entity owned exclusively by "knowledgeable employees") as defined in Section 2(a)(51) of the 1940 Act and various rules relating thereto and promulgated thereunder, except as otherwise disclosed to the Company below. The definition of "qualified purchaser" contained in Section 2(a)(51) of the 1940 Act requires that certain "excepted investment companies" obtain the consent of their direct and indirect beneficial owners in order to qualify as a "qualified purchaser". The Subscriber, if it is a corporation, partnership, trust, limited liability company or other form of entity, has received all consents required by subparagraph (C) of Section 2(a)(51) of the 1940 Act and rules and regulations thereunder in order for the Subscriber to be a "qualified purchaser". The Subscriber agrees that the foregoing representation and warranty shall be true each time it makes a capital contribution in accordance with this Agreement. (See Annex A for the definition of "qualified purchaser.") The Subscriber is not a "qualified purchaser." 0 (e) The Subscriber or, to the extent designated, its "purchaser representative" (as such term is defined in Rule 501(h) of Regulation D under the 1933 Act) currently has and, unless the Subscriber has a purchaser representative, the Subscriber had immediately prior to receipt of any offer regarding the Shares, such knowledge and experience in financial and business matters as to be able to evaluate the merits and risks of an investment in the Shares. If the Subscriber has a purchaser representative, the Subscriber has previously given the Company notice in writing of such fact, specifying that such representative will be acting as the Subscriber's "purchaser representative". (f) The Subscriber has received the Private Placement Memorandum, the Governing Documents and, not less than 48 hours prior to signing this Agreement, Part 2 of Form ADV (the "Form ADV Part 2") of the Advisor, and has been given access to all information regarding the financial condition and the proposed business and operations of the Company that such Subscriber has requested in order to evaluate its investment in the Company. The Subscriber is aware of, understands and consents to each of the risks and conflicts of interest set forth in the Private Placement Memorandum and the risks inherent in an investment in the Shares. During the course of the offering of the Shares and prior to the date hereof, the Company has made available to the Subscriber the opportunity to ask questions of, and to receive answers from, persons acting on behalf of the Company concerning the terms and conditions of the offering of Shares, and to obtain any additional information desired by the Subscriber with respect to the Company. The Subscriber is knowledgeable and experienced in evaluating investments and in financial and business matters and is capable of evaluating the merits and the risks of investing in the Shares. The Subscriber has evaluated the risks of investing in the Shares and has determined that the Shares are a suitable investment for the Subscriber. In evaluating the suitability of an investment in the Shares, the Subscriber has not relied upon any representations, warranties or other information (whether oral or written), other than as set forth in the Private Placement Memorandum, this Subscription Agreement and the Partnership Agreement, and instead, has relied upon independent investigations made by the Subscriber or representatives of the Subscriber. The Subscriber acknowledges that no such answer or additional information was inconsistent in any material respect with the Private Placement Memorandum, the Governing Documents or the Form ADV Part 2. The Subscriber acknowledges that, if its requested subscription hereunder is accepted, it will be admitted as a stockholder of the Company. (g) The Subscriber hereby consents to the treatment of the Company as a "qualified purchaser" for purposes of Section 3(c)(7) of the 1940 Act with respect to any and all possible future investments, whether or not known or contemplated at this time. The Subscriber, if it is a corporation, partnership, trust, limited liability company or other form of entity, has received all consents required by subparagraph (C) of Section 2(a)(51) of the 1940 Act and rules and regulations thereunder in order for the Company to be treated as a "qualified purchaser" with respect to any such investment. (h) The Subscriber acknowledges and understands that that the Advisor is exempt from registration with the Commodity Futures Trading Commission (the "CFTC") as a "commodity pool operator" with respect to the Company pursuant to no-action relief provided for in CFTC Letter No. 12-40 because of the Company's limited trading in commodity interests, and, as a result, the Advisor, unlike a registered commodity pool operator, is not required to deliver a disclosure document (as defined in the CFTC's rules) or a certified annual report to investors. (i) The Subscriber specifically acknowledges and agrees that the Company intends, for U.S. federal income tax purposes, to be taxed as a corporation. (j) In the event that any of the information provided on the signature pages hereto becomes inaccurate, the Subscriber will promptly inform the Company that the information has become inaccurate and will accurately set forth in writing the updated information requested on the signature pages hereto. (k) If the Subscriber is a United States person (as defined in Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended ("Code")), the Subscriber has fully and accurately completed and delivered to the Company United States Internal Revenue Service ("IRS") Form W-9 (or any successor form thereof), a copy of which is attached hereto in Annex B. If the Subscriber is not a United States person (as defined in Section 7701(a)(30) of the Code), the Subscriber has fully and accurately completed and delivered to the Company the applicable IRS Form W-8 (or any successor form thereto, respectively), copies of which are attached hereto in Annex B. In addition, the Subscriber will complete and deliver an applicable Form W-8 or W-9 (or successor form) upon the expiration of any previously submitted Form W-8 or W-9. The Subscriber agrees to provide the Company or the Advisor with such additional information, documentation, waivers and certifications as the Company may request, including (i) any information, documentation, waivers and certifications to comply with FATCA, similar (including non-U.S.) laws or other tax matters and (ii) any information the Company believes is required to enable it or any affiliate of the foregoing to comply with or mitigate any of their respective tax reporting, tax withholding and/or tax compliance obligations or which may arise as a result of a change in law or the interpretation thereof. "FATCA" means Sections 1471 through 1474 of the Code and the U.S. Treasury regulations thereunder, including any successor provisions, subsequent amendments and administrative guidance thereunder, any applicable intergovernmental agreement ("IGA") and related statutes, regulations or rules, and any agreement entered into by or with respect to the Company (or any of its affiliates) and/or any similar automatic tax information exchange arrangements. The Subscriber agrees that any such information, documentation, waivers and certifications shall be true, correct and complete in all material respects and may be disclosed as necessary or advisable to the IRS, other taxing authorities and other third parties as appropriate in the judgment of the Company and the Advisor to comply with any such requirements. In the event of any change in the applicable status of the Subscriber or any change in circumstances that causes any information, form, certification, waiver or other documentation previously provided by the Subscriber to be incorrect, obsolete or invalid, the Subscriber will promptly inform the Company thereof, and execute and deliver to the Company updated and valid documentation, forms, waivers or certifications, as applicable. The Subscriber agrees to waive any provision of law of any non-U.S. jurisdiction that would, absent a waiver, prevent compliance with FATCA by the Company or any affiliate thereof, including, but not limited to, the Subscriber's provision of any requested information and/or documentation. (l) The Subscriber, if a natural person who is not a United States citizen or resident, has accurately set forth his or her country of residence on the signature pages hereto where indicated. The Subscriber, if a corporation, partnership, trust or other entity not organized under the laws of a state of the United States or the District of Columbia, has accurately set forth such Subscriber's jurisdiction of organization on the signature pages hereto where indicated, and is not, and will not become (i) a trust any portion of which is treated (under subpart E of part I of subchapter J of chapter 1 of subtitle A of the Code) as owned by a natural person (e.g., a grantor trust) or (ii) an entity disregarded for U.S. federal income tax purposes and owned (or treated as owned) by a natural person or a trust described in clause (i) hereof (e.g., a limited liability company with a single member). (m) The Subscriber has fully and accurately completed the "Plan Asset Questionnaire" that follows the signature page (the "Plan Asset Questionnaire"). The Subscriber (i) acknowledges that in view of developments in the law and applicable regulations, or other circumstances, the Company may require additional information from the Subscriber to comply with or qualify for an exemption under the requirements of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or the Code, or to comply with or qualify for an exemption from any similar law, rule, regulation or other guidance similar to Section 406 of ERISA or Section 4975 of the Code ("Similar Law"), and (ii) agrees to provide additional information reasonably requested by the Company from time to time to determine whether the Company is treated as holding plan assets subject to ERISA, the Code, or any Similar Law and is complying with such laws, if applicable. The Subscriber acknowledges that the Company will rely on the information and representations given by the Subscriber, including those set forth herein and in the Plan Asset Questionnaire and those that may hereafter be given by the Subscriber, in determining whether assets of the Company include assets subject to ERISA, the Code, or any Similar Law. If the Subscriber has checked "yes" under the caption "Plan Assets" in the Plan Asset Questionnaire or is subject to any law similar to Title I of ERISA or Section 4975 of the Code, the Subscriber represents that: (i) it is either (A) a named fiduciary (who is not an affiliate of the Company or its sponsors) with authority to cause the Subscriber to invest in, or withdraw from, the Company, or (B) executing this Agreement pursuant to the proper directions of such a named fiduciary; (ii) it is aware of and has taken into consideration its fiduciary duties including the diversification requirements of Section 404(a)(1)(C) of ERISA or any Similar Law; and that it understands and agrees that none of the Company, the Advisor or any of their affiliates shall be responsible for compliance by the Subscriber with the provisions of ERISA or any Similar Law requiring that investments of the Subscriber be diversified so as to minimize the risk of large losses and it has determined that an investment in the Company provides exposure to assets classes that are appropriate for the Subscriber, taking into account its fiduciary obligations; (iii) the decision to invest in the Company was made in accordance with all requirements applicable to the Subscriber under its governing instruments, ERISA, Section 4975 of the Code and any applicable Similar Law, by fiduciaries independent of the Advisor and the Company, which fiduciaries are duly authorized to make such investment decisions and have not relied on any advice or recommendation of the Advisor and the Company or any of their employees, representatives, partners, members, managers or agents; (iv) it has concluded that, taking into account all relevant facts and circumstances (including but not limited to the incentive fee arrangement and any restrictions on withdrawal and/or transfer or other disposition of the interests), its proposed investment in the Company is a prudent one; (v) this subscription and the investment contemplated hereby are in accordance with all requirements applicable to the Subscriber under its governing instruments, ERISA, the Code, and any Similar Law; and (vi) if the Subscriber is a "governmental plan" or "church plan" within the meaning of ERISA or is otherwise in the nature of an employee benefit plan or trust that is not subject to ERISA, none of the assets of the Company will be construed to be assets of the Subscriber by virtue of the Subscriber's investment in the Company, and the Advisor is not a "fiduciary" with respect to any assets of the Subscriber by reason of the Subscriber's investment in the Company. (n) The Subscriber hereby acknowledges and agrees that, for so long as the Company is not deemed to hold "plan assets" (within the meaning of the Department of Labor's plan asset regulations, 29 C.F.R. 2510.3-101, as modified by Section 3(42) of ERISA (the "Plan Asset Regulations" and such assets "Plan Assets")), the Advisor is not a "fiduciary" (within the meaning of Section 3(21) of ERISA or any Similar Law) under ERISA or such applicable similar law with respect to any assets of the Subscriber by reason of the Subscriber's investment in the Company and that the Subscriber has not relied and is not relying on the Advisor to provide, and that the Advisor has not provided, any kind of investment advice with respect to the Subscriber's purchase or commitment to purchase an interest in the Company. (o) The Subscriber acknowledges that the Company is subject to certain legal requirements that require the Company to verify the source of funds paid to the Company by the Subscriber and/or the identity of the Subscriber and persons associated with the Subscriber. The Subscriber agrees to provide such information and materials as may from time to time be requested by the Company for such purposes. (p) The Subscriber hereby acknowledges that the Company seeks to comply with all applicable laws concerning money laundering and related activities. In furtherance of such efforts, the Subscriber hereby represents, warrants and agrees that to the best of the Subscriber's knowledge based upon reasonable diligence and investigation: (i) no consideration that the Subscriber has contributed or will contribute to the Company has been or shall be derived from, or related to, any activity that is deemed criminal under United States law; (ii) no consideration that the Subscriber has contributed or will contribute to the Company shall cause the Company or the Advisor to be in violation of the United States Bank Secrecy Act, the United States Money Laundering Control Act of 1986 or any other applicable law or regulation related to money laundering or similar activities to which the Company or the Advisor may from time to time be subject, including without limitation the United States International Money Laundering Abatement and Anti-Terrorism Financing Act of 2001 and regulations thereunder; and (iii) none of (1) the Subscriber; (2) any person controlling or controlled by the Subscriber; or (3) any shareholder, partner or other beneficial owner of equity interests in the Subscriber (each, a "Beneficial Owner") appears on the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control of the United States Department of the Treasury ("OFAC"), or is otherwise a party with which the Company is prohibited to deal under the laws of the United States. (q) The Subscriber further represents and warrants that the monies used to fund its investment in the Company are not derived from, invested for the benefit of, or related in any way to, the governments of, or persons within, (i) any jurisdiction under a U.S. embargo enforced by OFAC, (ii) that has been designated as a "non-cooperative jurisdiction or territory" by the Financial Action Task Force on Money Laundering, or (iii) that has been designated by the U.S. Secretary of the Treasury as a "primary money laundering concern." (r) The Subscriber represents and warrants that it has implemented, complies with and will comply with anti-money laundering policies and procedures that satisfy and will continue to satisfy the requirements of applicable anti-money laundering laws and regulations, including, if the Subscriber is subject to the laws of the United States, the International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001, as it may be amended from time to time. (s) The Subscriber represents that in the event that it is, receives deposits from, makes payments to or conducts transactions relating to a non-U.S. banking institution (a "Non-U.S. Bank") in connection with Subscriber's investment in Shares, such Non-U.S. Bank: (i) has a fixed address, other than an electronic address or a post office box, in a country in which it is authorized to conduct banking activities; (ii) employs one or more individuals on a full-time basis; (iii) maintains operating records related to its banking activities; (iv) is subject to inspection by the banking authority that licensed it to conduct banking activities; and (v) does not provide banking services to any other Non-U.S. Bank that does not have a physical presence in any country and that is not a registered affiliate. (t) The Subscriber further agrees: (i) that the Subscriber shall promptly notify the Company if any of these representations cease to be true and accurate with respect to the Subscriber; (ii) to provide to the Company any additional information regarding the Subscriber that the Company deems necessary or appropriate to ensure compliance with all applicable laws, including those concerning money laundering and similar activities; and (iii) that if at any time it is discovered that any of the foregoing representations are incorrect, or if otherwise required by applicable law or regulation related to money laundering and similar activities, the Company may, in its sole discretion, undertake appropriate actions to ensure compliance with applicable law or regulation, including but not limited to freezing, segregating or requiring a Subscriber to withdraw such Subscriber's Shares. The Subscriber further understands that the Company or the Advisor may release confidential information about the Subscriber and, if applicable, any underlying beneficial ownership, to proper authorities if the Advisor, in its sole discretion, determines that it is in the best interests of the Company in light of relevant rules and regulations concerning money laundering, foreign asset transfers and similar activities or in light of FATCA, or similar laws. (u) The Subscriber is not relying on any written or oral advice, counsel or representations of the Company, the Advisor or their respective affiliates or agents other than in the Private Placement Memorandum and this Agreement. The Subscriber has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisers to the extent it has deemed necessary, and has made its own investment decisions based upon its own judgment and upon any advice from such advisers as it has deemed necessary and not upon any view expressed by the Company, the Advisor or any of their respective affiliates or agents. The Subscriber is a sophisticated investor and is purchasing the Shares with a full understanding of all of the terms, conditions and risks thereof, and it is capable of assuming and willing to assume those risks. (v) The Subscriber understands and acknowledges that the Subscriber may not transfer the Shares except in compliance with this Agreement. The Subscriber further understands and acknowledges that any attempted transfer of the Shares not made in accordance with this Agreement shall be null and void. Without in any way limiting the generality of the foregoing, the Subscriber acknowledges that (i) until 180 days after a Qualified IPO (as defined in the Private Placement Memorandum), the Subscriber may not sell, offer for sale, exchange, transfer, assign, pledge, hypothecate or otherwise dispose of (each, a "Transfer") any of its Shares or its Capital Commitment unless the Company and the Advisor provides provide prior written consent, provided, that the Company and the Advisor shall not unreasonably withhold, condition or delay their consent to any Transfer by the Subscriber to an affiliate of the Subscriber; (ii) unless consented to by the Advisor in its sole discretion, no purchase of Shares or proposed Transfer of Shares will be permitted to the extent that, after giving effect to such purchase or Transfer, persons that have represented that they are Benefit Plan Investors would own 25% or more of the outstanding Shares of the Company immediately after such purchase or proposed Transfer (such percentage determined in accordance with the Plan Assets Regulation); and (iii) Transfers of Shares may be further restricted as provided in this Agreement or the Governing Documents. (w) If the Subscriber is an individual, the Subscriber has reached the age of majority in the state or jurisdiction in which the Subscriber resides, has adequate means of providing for the Subscriber's current needs and personal contingencies, has no need for liquidity in its investment in the Shares, and, at the present time, could afford a complete loss of such investment. (x) The Subscriber agrees to provide any additional information or documents that the Company reasonably requests. (y) The Subscriber agrees that the foregoing representations and warranties in this Section 2 and the other representations and warranties made herein may be used as a defense in any actions relating to the Company or the offering of the Shares, and that it is only on the basis of such representations and warranties that the Advisor, on behalf of the Company, or any placement agent with respect to the offering of the Shares may be willing to accept the Subscriber's subscription for the Shares. (z) The Subscriber understands and agrees that the information, acknowledgements, representations and warranties set forth in the AML Questionnaire and this Agreement (including, without limitation, all information provided in Annex C) shall be deemed, repeated and reaffirmed as of each date that the Subscriber is required to make a contribution of capital to the Company pursuant to this Agreement, and if at any time while the Subscriber holds Shares in the Company any of such information, acknowledgements, representations and warranties shall cease to be true, the Subscriber shall promptly notify the Company. (aa) Neither the Subscriber (nor any Person who would, through the Subscriber's ownership in the Company, be deemed to beneficially own an interest in the Company) is or has been subject to, is experiencing or has experienced (in each case, within the period of time prescribed by the applicable disqualifying or disclosable event under Rule 506(d) under the 1933 Act) any of the events described in Rule 506(d)(1)(i)-(viii) under the 1933 Act (a "Disqualifying Event"). The Subscriber shall promptly notify the Company in writing if the Subscriber or any such other Person becomes subject to or experiences a Disqualifying Event or becomes the subject of a formal proceeding that would, if adversely determined, constitute a Disqualifying Event. 3. Capital Drawdowns. (a) Definitions. On each Capital Drawdown Date (as defined below), the Subscriber shall purchase from the Company, and the Company shall issue to the Subscriber, a number of Shares equal to the Drawdown Share Amount at an aggregate price equal to the Drawdown Purchase Price; provided, however, that in no circumstance will a Subscriber be required to purchase Shares for an amount in excess of its Unfunded Capital Commitment. "Drawdown Purchase Price" shall mean, for each Capital Drawdown Date, an amount in U.S. dollars determined by multiplying (i) the aggregate amount of Capital Commitments being drawn down by the Company from all Subscribers on that Capital Drawdown Date, by (ii) a fraction, the numerator of which is the Unfunded Capital Commitment of the Subscriber and the denominator of which is the aggregate Unfunded Capital Commitments of all Subscribers that are not Defaulting Subscribers (as defined in Section 4) or Excluded Subscribers (as defined in Section 3(c)(vi)). "Drawdown Share Amount" shall mean, for each Capital Drawdown Date, a number of Shares determined by dividing (i) the Drawdown Purchase Price for that Capital Drawdown Date by (ii) the applicable Price Per Share. "Price Per Share" shall mean, for any Capital Drawdown Date or Catch-Up Date (as defined below), the Price Per Share determined by the Company's Board of Directors (the "Board") in accordance with the procedures set out in the Private Placement Memorandum (as those procedures may be changed from time to time in a manner consistent with the limitations of the 1940 Act) as of the last day of the Company's fiscal quarter or such other date as determined by the Board preceding the Capital Drawdown Date. The Price Per Share shall be at least equal to the net asset value per Share in accordance with the limitations under Section 23 of the 1940 Act, and nothing in this Agreement shall prohibit the Company from issuing Shares at a per share price greater than the net asset value per Share. The Board may set the Price Per Share above the net asset value per Share based on a variety of factors, including without limitation the total amount of the Company's organizational and other expenses. "Unfunded Capital Commitment" shall mean, with respect to a Subscriber, the amount of such Subscriber's Capital Commitment as of any date reduced by the aggregate amount of contributions made by that Subscriber at all previous Capital Drawdown Dates and all Catch-Up Dates pursuant to Section 3(a) and Section 3(b), respectively. (b) Subsequent Closings. The Company may enter into other Subscription Agreements with other subscribers after the Closing Date, with any closing thereunder referred to as a "Subsequent Closing" and any other subscriber whose subscription has been accepted at such Subsequent Closing referred to as a "Subsequent Subscriber." Notwithstanding the provisions of Sections 3(a) and 3(c), on one or more dates to be determined by 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 necessary to ensure that, upon payment of the aggregate purchase price for such Shares by the Subsequent Subscriber in the aggregate over all applicable Catch-Up Dates, such Subsequent Subscriber's Invested Percentage shall be 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 Subscriber, the quotient determined by dividing (i) 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)) shall be deemed to have occurred immediately prior to the relevant Capital Drawdown Date. At each Capital Drawdown Date following any Subsequent Closing, all Subscribers, including Subsequent Subscribers, shall purchase Shares in accordance with the provisions of Section 3(a); provided, however, that notwithstanding the foregoing, the definition of Drawdown Share Amount and the provisions of Section 3(c), nothing in this Agreement shall prohibit the Company from issuing Shares to Subsequent Subscribers at a per share price greater than the net asset value per Share. In the event that any Subscriber is permitted by the Company to make an additional capital commitment to purchase Shares on a date after its initial subscription has been accepted, such Subscriber will be required to enter into a separate subscription agreement with the Company (such separate agreement may be a short form subscription agreement), it being understood and agreed that such separate subscription agreement will be considered to be an other subscription agreement for the purposes of this Agreement. (c) Funding Notices. (i) Subject to Section 3(c)(v), purchases of Shares will take place on dates selected by the Company in its sole discretion (each, a "Capital Drawdown Date") and shall be made in accordance with the provisions of Section 3(a). (ii) The Company shall deliver to the Subscriber, at least ten (10) Business Days prior to each Capital Drawdown Date or Catch-Up Date, a notice (each, a "Funding Notice") setting forth (i) the Capital Drawdown Date (or Catch- Up Date, as applicable), (ii) a description of the proposed use of proceeds, (iii) the aggregate number of Shares to be sold to all Subscribers on such date and the aggregate purchase price for such Shares, (iv) the applicable Drawdown Share Amount, Drawdown Purchase Price (or Catch-Up Purchase Price, as applicable) and Price Per Share and (v) the account to which the Drawdown Purchase Price or Catch-Up Purchase Price should be wired. Notwithstanding the ten (10) Business Day notice requirement set forth in the previous sentence, the Subscriber agrees that the Funding Notice for the first Capital Drawdown Date following the Initial Closing Date shall require only five (5) Business Days' notice. For the purposes of this Agreement, the term "Business Day" shall have the meaning ascribed to it in Rule 14d-1(g)(3) under the Securities Exchange Act of 1934, as amended ("1934 Act"). (iii) The delivery of a Funding Notice to the Subscriber shall be the sole and exclusive condition to the Subscriber's obligation to pay the Drawdown Share Purchase Price or Catch-Up Purchase Price, as applicable, identified in each Funding Notice. (iv) On each Capital Drawdown Date or Catch-Up Date, as applicable, the Subscriber shall pay the Drawdown Purchase Price or Catch-Up Purchase Price to the Company by bank wire transfer in immediately available funds in U.S. dollars to the account specified in the Funding Notice. (v) Except as provided below, after three (3) years following the initial closing in which the Company accepts the capital commitment of at least one investor who is not an affiliate of the Company or the Advisor (such date, the "Initial Closing Date" and such period, the "Commitment Period"), any Unfunded Capital Commitment (other than any Defaulted Commitment, as defined in Section 4) shall automatically be reduced to zero, except to the extent necessary to pay amounts due under Funding Notices that the Company may thereafter issue to: (A) pay Company expenses, including management fees, any amounts that may become due under any borrowings or other financings or similar obligations and any other liabilities, contingent or otherwise, in each case to the extent they relate to the Commitment Period, (B) complete investments in any transactions for which there are binding written agreements as of the end of the Commitment Period (including investments that are funded in phases), (C) fund follow-on investments made in existing portfolio companies that, in the aggregate, do not exceed 10% of total Capital Commitments, (D) fund obligations under any Company guarantee or indemnity made during the Commitment Period and/or (E) fund any Defaulted Commitments. The Commitment Period shall terminate earlier upon a "Qualified IPO" (as defined in the Private Placement Memorandum) and any Unfunded Capital Commitment (other than any Defaulted Commitment, as defined in Section 4) shall automatically be reduced to zero. (vi) Notwithstanding anything to the contrary contained in this Agreement, the Company shall have the right (a "Limited Exclusion Right") to exclude any Subscriber (such Subscriber, an "Excluded Subscriber") from purchasing Shares from the Company on any Capital Drawdown Date if, in the reasonable discretion of the Company, such Subscriber's purchase of Shares at such time could (i) result in a violation by the Subscriber, the Advisor or the Company (or any of their affiliates) of any law, order, decree or judgment of any court or governmental agency applicable to the Subscriber, the Advisor or the Company (or any of their affiliates), or any investment policy or similar constraint applicable to the Subscriber, the Advisor or the Company (or any of their affiliates), or create a conflict of interest between a Subscriber (or any of its affiliates) and the Company, (ii) have a material adverse effect on the Company, or (iii) cause the investments of "Benefit Plan Investors" (within the meaning of Section 3(42) of ERISA and certain Department of Labor regulations) to be significant and the assets of the Company to be considered Plan Assets. The Company, in its sole discretion, may, in lieu of exercising the Limited Exclusion Right, reduce the amount of the Capital Commitment of the Subscriber. (vii) If at any time the Company determines, after consultation with the affected Subscriber and counsel to the Company, that there is a reasonable likelihood that the continuing participation in the Company by such Subscriber would cause a Material Burden, (i) such Subscriber will, upon the written request of the Company, use commercially reasonable efforts to dispose of such Subscriber's Shares in the Company (or such portion of its Shares as the Company shall determine is sufficient to prevent or remedy such Material Burden) to any person at a price per Share equal to or greater than the net asset value per Share, in a transaction that complies with Section 2(v) (in which case the Company shall use commercially reasonable efforts to work with such Subscriber to facilitate the transaction). "Material Burden" shall mean (i) a material violation of a statute, rule, regulation or governmental administrative policy of a U.S. federal or state or non- U.S. governmental authority or stock exchange regulatory organization applicable to a Subscriber that is reasonably likely to have a material adverse effect on a portfolio company or any affiliate thereof or on the Company, any related investment fund, the Advisor or any of their respective affiliates or on any Subscriber or any affiliate of any such Subscriber or, with respect to a Stockholder that is an "employee benefit plan" (as defined in ERISA) that is subject to ERISA or a "plan" (as defined in Section 4975 of the Code) that is subject to Section 4975 of the Code (an "ERISA Stockholder"), on the ERISA Stockholder, the sponsor of such ERISA Stockholder or any of such sponsor's affiliates, (ii) an occurrence, without the Company's consent, that is reasonably likely to subject a portfolio company or any affiliate thereof or the Company, the Advisor or any of their respective affiliates or any Subscriber or any affiliate of any such Subscriber or, with respect to an ERISA Stockholder, the ERISA Stockholder, the sponsor of such ERISA Stockholder or any of such sponsor's affiliates, to any material non-tax regulatory requirement to which it would not otherwise be subject, or that is reasonably likely to materially increase any such regulatory requirement beyond what it would otherwise have been or (iii) an occurrence that is reasonably likely to constitute or otherwise result in a non- exempt "prohibited transaction" under ERISA or Section 4975 of the Code or a violation of any Similar Law. (viii) If any Subscriber is excused from funding a capital drawdown pursuant to Sections 3(c)(vi) or 3(c)(vii) above, the Company is authorized to issue an additional capital drawdown on the non-excused Subscribers sufficient to make up such shortfall, provided that no Subscriber shall ever be required to fund capital drawdowns in excess of its Unfunded Capital Commitment. 4. Remedies Upon Subscriber Default. In the event that a Subscriber fails to pay all or any portion of the purchase price due from such Subscriber on any Capital Drawdown Date (such amount, together with the full amount of such Subscriber's remaining Capital Commitment, a "Defaulted Commitment") and such default remains uncured for a period of ten (10) Business Days, the Company shall be permitted to declare such Subscriber to be in default of its obligations under this Agreement (any such Subscriber, a "Defaulting Subscriber") and shall be permitted to pursue one or any combination of the following remedies: (i) The Company may prohibit the Defaulting Subscriber from purchasing additional Shares on any future Capital Drawdown Date; (ii) Twenty-five percent (25%) of the Shares then held by the Defaulting Subscriber may be automatically t ransferred on the books of the Company, without any further action being required on the part of the Company or the Defaulting Subscriber, to the other subscribers (other than any defaulting other subscriber), pro rata in accordance with their respective Capital Commitments; provided, however, that notwithstanding anything to the contrary contained in this Agreement, no Shares shall be transferred to any other subscriber pursuant to this Section 4(ii) in the event that such transfer would (i) violate the 1933 Act or any state (or other jurisdiction) securities or "Blue Sky" laws applicable to the Company or such Transfer, (ii) constitute or otherwise result in a non-exempt "prohibited transaction" under Section 406 of ERISA or Section 4975 of the Code or a violation of any Similar Law or (iii) cause all or any portion of the assets of the Company to constitute "plan assets" under ERISA or Section 4975 of the Code (it being understood that this proviso shall operate only to the extent necessary to avoid the occurrence of the consequences contemplated herein and shall not prevent the Subscriber from receiving a partial allocation of its pro rata portion of Shares); provided further, that any Shares that have not been transferred to one or more other subscribers pursuant to the previous proviso shall be allocated among the participating other subscribers pro rata in accordance with their respective Capital Commitments. The mechanism described in this Section 4(ii) is intended to operate as a liquidated damage provision, since the damage to other subscribers resulting from a default by the Defaulting Subscriber is both significant and not easily susceptible to precise quantification. By entry into this Agreement, the Subscriber agrees to this transfer and acknowledges that it constitutes a reasonable liquidated damage remedy for any default in the Subscriber's obligation of the type described; (iii) The Company may pursue any other remedies against the Defaulting Subscriber available to the Company, subject to applicable law; and (iv) If any Subscriber fails to pay all or any portion of the purchase price due on any Capital Drawdown Date, the Company is authorized to issue an additional capital drawdown on the non-defaulting or non-delinquent Subscribers to make up such shortfall, provided that no Subscriber shall ever be required to fund capital drawdowns in excess of its Unfunded Capital Commitment. 5. Dividends; Dividend Reinvestment Plan. As described more fully in the Private Placement Memorandum, the Company generally intends to distribute, out of assets legally available for distribution, substantially all of its available earnings, on a quarterly basis, as determined by the Board in its discretion. Prior to the completion of a listing of the Company's shares on an exchange (a "Listing"), Subscribers who "opt in" to the Company's dividend reinvestment plan will have their cash dividends and distributions automatically reinvested in additional Shares, rather than receiving cash dividends and distributions, crediting to each such Subscriber a number of Shares equal to the quotient determined by dividing the cash value of the dividend payable to such Subscriber by the Price Per Share as of the last day of the Company's fiscal quarter or such other date as determined by the Board preceding the date such dividend was declared. After a Listing, Subscribers who do not "opt out" of the Company's dividend reinvestment plan will have their cash dividends and distributions automatically reinvested in additional Shares, rather than receiving cash dividends and distributions. Subscribers can elect to "opt in" or "opt out" of the Company's dividend reinvestment plan in this Agreement. The Subscriber and the Company agree and acknowledge that any dividends received by the Subscriber or reinvested by the Company on the Subscriber's behalf shall have no effect on the amount of the Subscriber's Unfunded Capital Commitment. 6. Credit Facility. In connection with any financings, borrowings, indebtedness, or guarantees of the Company and any of its affiliates that are party to a Credit Facility, the Company shall be authorized to directly or indirectly collateralize such financings, borrowings, indebtedness or guaranty, and pledge, mortgage, assign, transfer and/or grant security interests directly or indirectly to the lender of such indebtedness or guaranty in (i) investments in portfolio companies and the proceeds thereof and any other assets, (ii) the Unfunded Capital Commitments; (iii) the Company's right to initiate capital calls and collect on the Unfunded Capital Commitment of any Subscriber hereunder; (iv) the Capital Commitments made to the Company; (v) the Company's rights to enforce the funding of a Capital Commitment hereunder and under the Other Subscription Agreements; and (vi) a Company collateral account into which the payment by any Subscriber of its Unfunded Capital Commitment is to be made (any financing, borrowing, indebtedness or guaranty, a "Credit Facility"). Any such collateral pledge may be made directly by the Company to the lender of the Credit Facility or indirectly to such lender by first pledging such collateral to a subsidiary or agent of the Company, which subsidiary or agent then on pledges such rights ultimately to the lender under the Credit Facility. To the extent that the Company or any of its subsidiaries has outstanding obligations under a Credit Facility that relies upon any of the collateral referred to in clauses (ii) through (vi) above, and with the knowledge that the Credit Facility lender is relying on each of the following agreements and undertakings of the Subscribers in this Section 6 in connection with the extension of credit to the Company, each Subscriber shall be obligated to fund any remaining portion of its Unfunded Capital Commitment when due pursuant to this Agreement (whether called by the Company or directly by the lender under the Credit Facility) without defense, counterclaim or offset of any kind, including any defense arising under Section 365(c) of the U.S. Bankruptcy Code, if applicable, provided that such agreement to fund shall not act as a waiver by such Subscriber of its right to assert independently any claim that the Subscriber may have against any other Subscriber or the Company. In the event that, as a result of any such pledge, mortgage, assignment, transfer or grant of a security interest, a Subscriber makes a payment directly to the Company account as requested by a lender under a Credit Facility, such payment shall be deemed to be a Capital Contribution of such Subscriber to the Company in all respects. Each Subscriber hereby (i) acknowledges that the Company has informed such Subscriber that the Company may enter into a Credit Facility at any time, including before and after the investment period, and that such Credit Facility may include a pledge of collateral referred to in clauses (ii) through (iv) above and, directly or indirectly, grant the related lender the right to initiate capital calls in the name of the Company when an event of default under such Credit Facility exists, which each Subscriber shall fund, to the Company, consistent with the terms hereof and its obligations hereunder; (ii) acknowledges that for so long as the Credit Facility is in place, except with the prior consent of the lender, the Company has agreed not to amend, modify, cancel, terminate, reduce, suspend or waive any of such Subscriber's obligations under this Agreement in a manner that could be materially adverse to the rights of the lender contemplated by this paragraph; and (iii) agrees, if requested by the Company, to provide to the Company: (A) to the extent publically available, as soon as reasonably available after the end of such Subscriber's fiscal year, a copy of such Subscriber's annual report, if available, or such Subscriber's balance sheet as of the end of such fiscal year and the related statements of operations for such fiscal year prepared or reviewed by independent public accountants in connection with such Subscriber's annual reporting requirements; (B) from time to time, a certificate confirming the remaining amount of such Subscriber's Unfunded Capital Commitment; and (C) such other consents and documents as may be reasonably requested by the Company to acknowledge the same. 7. Power of Attorney: Appointment of Company as Attorney-in-Fact and Agent (a) The Subscriber hereby constitutes and appoints the Company its true and lawful attorney-in-fact and agent with full power of substitution and resubstitution for the Subscriber and in the Subscriber's name, place and stead, in any and all capacities and to take any and all other actions as are authorized by the power of attorney contained in this Agreement. The power of attorney granted hereby shall be deemed an irrevocable special power of attorney, coupled with an interest, which the Company may exercise for the Subscriber by the signature of the Company or by listing the Subscriber as a stockholder executing any instrument with the signature of the Company as attorney-in-fact for the Subscriber. This grant of authority shall survive the assignment by the Subscriber of the whole or any portion of the Subscriber's Shares, except where the assignment is of all of the Subscriber's Shares in the Company and the assignee thereof, with the consent of the Company, is admitted as a stockholder; provided, however, this power of attorney shall survive the delivery of such assignment for the sole purpose of enabling any such attorney-in-fact to effect such substitution. The Company, as attorney-in-fact for the Subscriber, may make, execute, sign, acknowledge, swear to, record and file: (i) all certificates and other instruments deemed advisable by the Company in order for the Company to enter into any borrowing or pledging arrangement, including any Credit Facility; (ii) all certificates and other instruments deemed advisable by the Company to comply with the provisions of this Agreement and applicable law or to permit the Company to become or to continue as a business development corporation, and (iii) all other instruments or papers not inconsistent with the terms of this Agreement which the Company considers advisable. 8. Early Termination; Non-Consummation of a Qualified IPO (a) Prior to any Qualified IPO that may occur, if the Company's Board determines that there has been a significant adverse change in the regulatory or tax treatment of the Company or its stockholders that in its judgment makes it inadvisable for the Company to continue in its present form, then the Board will endeavor to restructure or change the form of the Company to preserve (insofar as possible) the overall benefits previously enjoyed by stockholders as a whole or, if the Board determines it appropriate (and subject to any necessary stockholder approvals and applicable requirements of the 1940 Act), (i) cause the Company to change its form and/or jurisdiction of organization or (ii) wind down and/or liquidate and dissolve the Company. (b) If the Company has not consummated a Qualified IPO of its common stock within three (3) years following the i nitial Closing Date, then the Board (subject to any necessary stockholder approvals and applicable requirements of the 1940 Act) will use its best efforts to wind down and/or liquidate and dissolve the Company; provided that the term of the Company may be extended by the Board for an additional six-month period if (i) the Company has filed an IPO registration statement with the SEC and (ii) the Board reasonably expects such registration statement to be effective within six months of the end of such three-year period. 9. No Third-Party Beneficiaries. Except as provided with respect to a lender under a Credit Facility in a ccordance with Section 6, the provisions of this Agreement are not intended to be for the benefit of or enforceable by any third party. Without limiting the foregoing, no third party shall, except as permitted by law and this Agreement, have any right to (i) enforce or demand enforcement of a Subscriber's Capital Commitment, obligation to return distributions, or obligation to make other payments to the Company as set forth in this Agreement or (ii) demand that the Company issue any capital call. 10. Subscription and Acceptance. (a) The Subscriber hereby agrees (i) to become a stockholder of the Company and (ii) to be bound by all the provisions of this Agreement, as from time to time in effect, the definitive terms of which supersede the "Summary of Proposed Terms" contained in the Private Placement Memorandum, and (iii) to make capital contributions to the Company in an aggregate amount equal to the Subscriber's Capital Commitment at the times and in the manner set forth in this Agreement and to make all other payments tp the Company required under this Agreement upon acceptance by the Company. (b) Though the Company may decline to accept any or all of the Requested Capital Commitment, in its sole discretion, the offer of subscription by the Subscriber shall be irrevocable upon execution and delivery by electronic submission of this Agreement by the Subscriber. Such execution and delivery shall not constitute an agreement between the Company and the Subscriber until this Agreement is accepted by the Company, and then only in the amount of the Capital Commitment. (c) Upon its execution hereof, the Company hereby accepts the Subscriber's subscription for the Capital Commitment, and hereby agrees to admit the Subscriber as a stockholder of the Company with a capital subscription equal to the Capital Commitment. 11. Execution of Subscription Agreement. The Subscriber hereby (i) confirms the power of attorney granted in this Agreement and (ii) irrevocably makes, constitutes and appoints the Company as such Subscriber's true and lawfulattorney-in-fact, in such Subscriber's name, place and stead to execute, sign and file each agreement, certificate and other document contemplated thereby on behalf of such Subscriber and agrees to adhere to and be bound by the terms of this Agreement. 12. Survival. The representations and warranties and covenants set forth in this Agreement shall survive the execution and delivery of this Agreement and the admission of the Subscriber as a stockholder of the Company. 13. Confidentiality. The Subscriber acknowledges that it has and will, from time to time, be provided with certain information by or concerning the Company and the Advisor and their respective investments and returns which is non-public, confidential or proprietary in nature and agrees not to disclose (except with respect to disclosures to potential transferees of the Subscriber's Shares so long as prior to such disclosure the recipient of such information agrees to be bound by the terms of this Section 13 and the Company has consented to such disclosure), use or enable others to use the information (including without limitation, in connection with the acquisition or disposition of securities). Notwithstanding anything herein to the contrary, each Subscriber (and each employee, representative, or other agent of the Subscriber) may, to the extent necessary to prevent the Company and its investments from being described as a "confidential transaction" under Treasury Regulations Section 1.6011-4(b)(3), disclose the tax treatment and tax structure of the Company and its investments and any related tax strategies. 14. Rejection of Subscription. The Subscriber acknowledges and confirms that the Company has full right to accept or reject the subscription for the Shares contained in this Agreement, in whole or in part, if the Company determines in its sole discretion that an investment in the Shares will not be a suitable investment for the Subscriber. 15. Indemnification. The Subscriber understands the meaning and legal consequences of the representations, warranties, acknowledgements, agreements and information contained in this Agreement, and unless and except as expressly prohibited by applicable statute in effect on the date hereof, hereby agrees to indemnify and hold harmless the Company, the Advisor, any sub- advisor of the Advisor, any affiliate of the Company or the Advisor and any officer, director, member, employee, stockholder, partner, agent, stockholder, controlling person or representative of the Company, the Advisor or any such affiliate (each, an "Indemnified Party"), in each case to the fullest extent permitted by law, against any loss, liability, claim, damage or expense whatsoever (including, without limitation, any expense reasonably incurred in investigating, preparing or defending against any litigation commenced or threatened or any claim whatsoever) (any "Loss") arising out of or based upon any false representation or warranty (including those contained on the signature page hereto) or any breach or failure by the Subscriber to provide any necessary information or to comply with any covenant or agreement made by the Subscriber herein or in any other document furnished by the Subscriber to any of the foregoing in connection with this transaction. The Company shall have the authority to enter into agreements to give effect to the foregoing indemnity. 16. Miscellaneous. (a) This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all such counterparts shall together constitute but one and the same instrument. (b) The parties: (i) Irrevocably submit to the nonexclusive jurisdiction of the state courts of the State of Delaware and The Commonwealth of Massachusetts and to the nonexclusive jurisdiction of the United States District Courts for the Districts of Delaware and Massachusetts for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement or the subject matter hereof or in any way connected to the dealings of the Subscriber or the Company in connection with any of the above; (ii) Waive to the extent not prohibited by applicable law, and agree not to assert, by way of motion, as a defense or otherwise, in any such proceeding brought in any of the above-named courts, any claim that such party is not subject personally to the jurisdiction of such court, that such party's property is exempt or immune from attachment or execution, that such proceeding is brought in an inconvenient forum, that the venue of such proceeding is improper, or that this Agreement or the subject matter hereof, may not be enforced in or by such court; and (iii) Consent to service of process in any such proceeding in any manner permitted by the laws of the State of Delaware or the Commonwealth of Massachusetts, agree that service of process by registered or certified mail, return receipt requested, at the address specified pursuant to Section 16(d) of this Agreement is reasonably calculated to give actual notice, and waives and agrees not to assert by way of motion, as a defense or otherwise, in any such proceeding any claim that service of process made in accordance with this paragraph does not constitute good and sufficient service of process. (c) TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, EACH PARTY WAIVES, AND COVENANTS THAT SUCH PARTY WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, CLAIM OR PROCEEDING ARISING OUT OF THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH THE DEALINGS OF THE COMPANY IN CONNECTION WITH ANY OF THE ABOVE, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER IN CONTRACT, TORT OR OTHERWISE. Either party may file an original counterpart or a copy of this Section 16(c) with any court as written evidence of the consent of the party to the waiver of their rights to trial by jury. (d) Any notice, demand or other communication given to a party under this Agreement shall be deemed to be given if given in writing (including telex, telecopy, e-mail, website delivery by the Company or its agents, or similar transmission) addressed as provided below (or to the addressee at such other address as the addressee shall have specified by notice actually received by the addressor), and if either (i) actually delivered in fully legible form to such address (evidenced, in the case of a telex, by receipt of the correct answerback and, in the case of delivery by overnight courier, by confirmation of delivery from the overnight courier service making such delivery) or (ii) in the case of a letter, five days shall have elapsed after the same shall have been deposited in the United States mails, with first-class postage prepaid and registered or certified. If to the Company, to it at 200 Clarendon Street, Boston, MA 02116, Attention: Ranesh Ramanathan. If to the Subscriber, to him at his address set forth in this Agreement. (e) This Agreement shall be binding on the executors, administrators, estates, heirs, legal representatives, successors and assigns of the parties. (f) This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto. (g) This Agreement and the rights of the parties hereunder shall be interpreted in accordance with the laws of the State of Delaware, and all rights and remedies shall be governed by such laws without regard to principles of conflict of laws. (h) To the fullest extent permitted by law, the parties hereby agree that no punitive or consequential damages shall be awarded in any suit, action or other proceeding arising out of or based upon this Agreement or the subject matter hereof or in any way connected to the dealings of the Subscriber or the Company in connection with any of the above. (i) The Subscriber hereby consents to the electronic delivery and/or submission via e-mail and/or through the use of a secure internet site of documents relating to the Company generally (the "Documents"), including, without limitation, this Agreement, the Private Placement Memorandum, the Governing Documents, privacy policy and financial statements. The Subscriber acknowledges that the Documents may be attached to an e-mail, or may be posted on a secure internet site, in one or more electronic formats, including Microsoft Word, Microsoft Excel, PDF and/or such other format as may be appropriate ("Electronic Communication"), and that the Subscriber must therefore use the appropriate computer program to open, view and print them. The Subscriber understands that Electronic Communication presents a risk that delivery and/or submission may be delayed or not completed for various reasons, including, without limitation, system outages, and that there may be certain costs associated with electronic delivery and/or submission not otherwise associated with delivery and/or submission in paper form, including, without limitation, online charges and printing costs. There may be periods from time to time when the internet site is not available for access. The Subscriber acknowledges and accepts the risk that even with secure internet sites there is a risk of unauthorized access of such information, transmission delays, errors, data corruption , or unauthorized access of such information and the internet site is used solely at the Subscriber's own risk. If the Subscriber does not have the necessary computer programs required to access the Documents delivered electronically via e-mail or posting on a secure internet site, the Subscriber may contact the Company to obtain the required program. The Subscriber acknowledges that the consent to Electronic Communication provided by the Subscriber pursuant to this Section 16(i) is effective until revoked by the Subscriber. The Subscriber may revoke its consent to Electronic Communication of the Documents at any time by sending written notice of such revocation to the Company at 200 Clarendon Street, Boston, MA 02116. (j) The Company may disclose information concerning the Company or the stockholders to the extent necessary to comply with applicable laws, including ERISA (if applicable), and regulations or policies, including any anti-money laundering or anti-terrorist laws or regulations or policies related thereto. Each Subscriber hereby agrees to provide the Company, promptly upon request, all information that the Company reasonably deems necessary to enable the Company and/or the Advisor to comply with applicable laws, including, without limitation, ERISA (if applicable) and the 1940 Act, and regulations or policies thereunder. The Subscriber consents to disclosure by the Company and its agents of information pertaining to the Subscriber to relevant third parties as the Company or its agents reasonably deem appropriate or necessary in connection with the operations of the Company including, without limitation, (i) to service providers (such as the Advisor, administrator and/or sub-administrator) , and (ii) to governmental, regulatory, national security, courts, law enforcement or other authorities, and (ii) to banks, financial intermediaries and counterparties, including, without limitation, to third parties anywhere in the world and specifically the United States or other countries outside of the jurisdiction in which the information was initially collected by the Company (which may not offer a similar level of protection as that jurisdiction). The Subscriber hereby agrees to provide the Company, the administrator and/or sub-administrator promptly upon request, all information requested in connection with their anti-money laundering and know-your-customer requirements. Each Subscriber hereby represents and warrants that the Subscriber has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of information concerning the Subscriber, necessary to disclose such information to the Company, and as required for the Company to use and disclose such information in connection with the performance of its obligations hereunder, and that the disclosure of such information does not violate any applicable laws, regulations, by-laws or ordinances. The Subscriber shall fully indemnify the Company and the Company shall have no liability for any action taken or omitted by it in reliance upon the foregoing representation and arranty for claims or complaints for failure to comply with any applicable law that regulates the collection, processing, use or disclosure of information concerning the Subscriber. ************************** [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 1