#### INSTRUCTIONS FOR EXHIBIT M SBIC CAPITAL CERTIFICATE 

**GENERAL INSTRUCTIONS**

*Please delete this page of instructions prior to filing.*

a.  As used in the Capital Certificate, "*Applicant*" means the
    applicant for a license as an SBIC or an existing SBIC licensee, as
    applicable.

b.  For limited partnerships, the Capital Certificate must be signed by
    the general partner. If the general partner is an entity general
    partner, a manager or managing member of the general partner must
    sign the Capital Certificate. If the general partner is itself a
    limited partnership, then the Capital Certificate must be signed by
    its general partner or the manager or managing member of that
    general partner.

c.  For limited liability companies, the Capital Certificate must be
    signed by an authorized managing member, manager or officer.

d.  For corporations, the Capital Certificate must be signed by the
    authorized senior executive officer, the Chairman, President, CEO,
    CFO, COO, Vice President, or Treasurer.

e.  Applicants that are "*drop-down funds*", i.e., funded by one or more
    parent venture funds, should refer to the Addendum A to Exhibit M
    for further instructions on completing this Capital Certificate.

f.  Do not let any table break across a page unless its length exceeds a
    page in length.

g.  Delete the instructions on this page prior submitting the Capital
    Certificate.

# INSTRUCTIONS DURING LicenSe application PROCESS

You may submit a pro forma Capital Certificate with your license
application if it is accompanied by signed subscription agreements or
commitments in a form acceptable to SBA showing that the minimum
Regulatory Capital requirement has been met. You must submit a signed
Capital Certificate that meets the minimum Regulatory and Leverageable
Capital requirements before the application is presented to the Agency
SBIC licensing committee.

# Instructions after applicant has been licensed

A current signed Capital Certificate must be on file with SBA at the
time you apply for an SBA Leverage commitment (whether in the form of
Participating Securities or Debentures) and at the time that you apply
to draw down Leverage.

#### EXHIBIT M

#### SBIC CAPITAL CERTIFICATE 

  ---------------- --------------------------------------- ---------------
  SBIC Name                                                

  Date of this                                             
  Certificate                                              

  Applicant's                                              
  Leverageable                                             
  Capital[^1]                                              

  Applicant's                                              
  Regulatory                                               
  Capital[^2]                                              

  Applicant's                                              
  Regulatory                                               
  Capital Adjusted                                         
  to Determine                                             
  Management                                               
  Fee[^3]                                                  

  Applicant's                                              
  Regulatory                                               
  Capital Adjusted                                         
  to Determine                                             
  Overline                                                 
  Limit[^4]                                                
  ---------------- --------------------------------------- ---------------

DECLARATION

AS A MATERIAL INDUCEMENT FOR THE U.S. SMALL BUSINESS ADMINISTRATION
("SBA") TO ISSUE THE APPLICANT A LICENSE AS A SMALL BUSINESS INVESTMENT
COMPANY AND/OR TO PROVIDE SBA FINANCIAL ASSISTANCE, THE APPLICANT HEREBY
REPRESENTS AND WARRANTS TO AND COVENANTS AND AGREES WITH SBA AS FOLLOWS:

1\. **Investors**[^5]. The attached Tables M1A, M1B, M1C and M1D state:

a.  the name and address of each investor of Applicant (including the
    Applicant's general partner(s) for limited partnerships, but
    excluding the SBA, its agents, trustees or representatives);

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h.  the amount of each investor's total capital commitment to Applicant
    ("*Capital Commitment*");

i.  the amount of each investor's Capital Commitment which has been paid
    to Applicant in cash[^6] ("*Paid-In Capital*") on or before the date
    hereof; and

j.  the unpaid balance of each investor's Capital Commitment ("*Unfunded
    Commitment*").

2\. **Institutional Investor Status.** Tables M1A, M1B, M1C and M1D
further specify:

a.  whether each investor is an Entity Institutional Investor, an
    Individual Institutional Investor or an Other Investor[^7];

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a.  for each investor designated as an Entity or Individual
    Institutional Investor, the subsection of the definition of
    Institutional Investor in 13 CFR §107.50 under which such investor
    qualifies as an Institutional Investor; and

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k.  for each investor designated as an Entity Institutional Investor,
    the type of entity.

3\. **Representations and Warranties of Institutional Investors**. Each
investor listed as an Institutional Investor whose unfunded commitment
is included in Regulatory Capital has represented and warranted to, and
agreed with, the Applicant that, with respect to such investor:

b.  it meets the criteria for qualifying as an Institutional Investor
    under that subsection of the definition of Institutional Investor
    (see 13 CFR §107.50) designated in Tables M1A, M1B and M1D; *See
    Addendum A to Exhibit M for information on the use of dual
    commitments.*

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l.  if such investor has a net worth of less than \$10 million, (i) its
    Unfunded Commitment does not exceed ten percent (10%) of its net
    worth or (ii) if its Unfunded Commitment exceeds 10%, SBA has
    approved an unconditional, irrevocable letter of credit for the term
    of the commitment to be issued by a state or national bank in favor
    of Applicant, in an amount not less than such investor's Unfunded
    Commitment, a signed copy of which letter of credit has been
    supplied to SBA, and the required information concerning such letter
    of credit is listed in Table M3;[^8]

m.  until all of its Capital Commitment has been paid, such investor
    will notify Applicant promptly of any change that causes the
    information in Tables M1A through M1I or in this Section 3
    concerning such investor to be incorrect;

n.  its Capital Commitment constitutes Private Capital (as defined in 13
    CFR §107.230), and except as specified in Table M1H, no part of such
    Capital Commitment constitutes Qualified Nonprivate Funds (as
    defined in 13 CFR §107.230(d)); and

o.  if the investor is an individual, such investor is a permanent
    resident of the United States or has, in writing, irrevocably
    appointed the person or entity specified on Table M2 as such
    investor's agent for service of process, or

p.  if the investor is an entity, such investor is qualified to do
    business and maintains a place of business in one or more states of
    the United States, the District of Columbia or U.S. possessions or
    has in writing, irrevocably appointed the person or entity specified
    on Table M2 as such investor's agent for service of process.

4\. **Individual Institutional Investors.** For each investor listed in
Table M1B or M1D as an Institutional Investor pursuant to subsection
2(i)(A) of the definition of Institutional Investor, SBA has approved an
unconditional irrevocable letter of credit to be issued by a state or
national bank in favor of Applicant, in an amount not less than such
investor's Unfunded Commitment, a signed copy of which letter of credit
has been delivered to SBA and the required information concerning such
letter of credit listed on Table M3).

5\. **Diversity Investors**. Each investor whose name is followed by "Y"
in the column headed "*Diversity Investor*" in Tables M1A, M1B, M1C and
M1D qualifies as a diversity investor for purposes of the Management and
Ownership Diversity requirement (13 CFR §107.150(b))[^9]. Table M1F
lists the amount and percentage of Applicant's Regulatory Capital and
Leverageable Capital, respectively, that consists of the capital
committed and/or contributed by such diversity investors.

6\. **Qualified Nonprivate Funds.** Table M1H shows Applicant's
"*Qualified Nonprivate Funds*" (as defined in 13 CFR §107.230(d)) and
the ratio of such Qualified Nonprivate Funds to Applicant's Regulatory
Capital.

7\. **Associate Investors.** Table M1I shows all of Applicant's
investors that are *Associates* of Applicant (as defined in 13 CFR
§107.50), and Table M1J shows persons who are investors and who may be
affiliates of one another.

8\. **Guarantees.** For each investor listed in Table M1A or Table M1B
as an Institutional Investor through the approved use of a guarantee
agreement, SBA has approved the guarantee agreement (a signed copy must
be submitted to SBA if the amount of the Unfunded Commitment is to be
included as part of Regulatory Capital). Note that guarantees are only
permitted in certain specifically defined situations. *See Addendum A to
Exhibit M for information on the use of guarantee agreements*.

9\. **Investor's Payment Covenant**. Each investor must pay its Unfunded
Commitment to Applicant at the times and in the amounts specified in
documents approved by SBA ("Investor's Payment Covenant"), subject only
to those conditions permitting a withdrawal: (i) if Applicant is a
limited partnership, in Applicant's Partnership Agreement (including, if
applicable any SBA Annex), (ii) if Applicant is a corporation, in its
articles of incorporation, or (iii) if Applicant is a limited liability
company, in its operating agreement, provided each such document has
been approved by SBA ("Organizational Document"). Each investor has
represented to Applicant that such Investor's Payment Covenant has been
duly authorized and is the legal, valid and binding obligation of such
investor (except as enforcement may be limited by bankruptcy,
insolvency, reorganization or moratorium laws or other laws affecting
the rights of creditors generally).

10\. **Changes in Investor's Payment Covenant**. Without the prior
written approval of SBA, Applicant shall not release, amend, extend,
compromise, cancel, forgive or otherwise waive any Investor's Payment
Covenant or Applicant's right to receive payment when due of any
investor's Unfunded Commitment, other than as provided in Applicant's
Organizational Documents.

11\. **Pre-Licensing Investments**. Applicant has made "approved
pre‑licensing investments" in the Portfolio Concerns on the dates and in
the amounts (stated at their cost) set forth in Table M5. As used in
Table M5, the column headed "Additional Obligation" means Applicant's
unfunded binding commitment to provide additional financing to the
Portfolio Concern, which amount was included in the approval received
from SBA, but does not qualify as Leverageable Capital and which amount
should be listed in Table M5. (*After Applicant receives its license,
Table M5 does not need to be completed for subsequent Capital
Certificates*.)

12\. **Changes in Regulatory Capital.** Applicant certifies that Table
M1G reflects all changes in its Regulatory Capital since the date on
which Applicant filed with SBA its application for an SBIC license.

13\. **Management Fees.** Applicant certifies that Table M1L indicates
the date, if any, it began drawing a management fee based upon an
assumed use of Leverage greater than Combined Capital for purposes of
establishing the five year period that management fees may be computed
based on assumed Leverage (If the management fee is not computed on the
basis of assumed Leverage use, insert N/A in Table M1L.) (See Technote
No. 7 December 2000.)

14\. **Changes in Capital Certificate**. Applicant shall notify SBA
promptly if Applicant learns that any information contained in this
Certificate (including the Tables attached to this Certificate) is
incorrect or incomplete or if any investor fails to pay, when due, any
required payment of such investor's Unfunded Commitment or if any
investor notifies Applicant that it will not pay its Unfunded Commitment
or otherwise desires to withdraw from Applicant. Applicant shall also
notify SBA promptly if any letter of credit or guarantee agreement
provided by an investor to Applicant expires, ceases to be in full force
and effect, or is modified, renewed or replaced; and if such letter of
credit is renewed or replaced, Applicant shall give SBA a copy of such
renewal or replacement letter of credit.

15\. **Criminal Prosecution**. Applicant acknowledges that any
intentionally false statement or willful misrepresentation contained in
this certificate is a violation of Federal law and is subject to
criminal prosecution and civil penalties under 18 USC §§287, 371, 1001,
and 1006; 15 USC §645; and 31 USC §3729.

**IN WITNESS WHEREOF**, the undersigned has executed and delivered this
Capital Certificate as of the date set forth above.

  -------------------- --------------------------------------------------
  Name of Applicant:   

  By *(Typed Name)*:   

  Title *(e.g.,        
  President, Manager,  
  General              
  Partner)*[^10]:      

  Signature:           
  -------------------- --------------------------------------------------

  ------------------------------------------------------------------------------------------------
  Table M1A -- Entity                               "X" if this is                              
  Institutional                                     a Drop-Down                                 
  Investors[^11]                                    Fund                                       
  ------------------------ -------------- --------- -------------- -------------- ------------- --
  **Name & Address**[^12]  **Type of      Paid-In   **Unfunded     **Capital      **Diversity   
                           Entity &       Capital   Commitment**   Commitment**   Investor *(Y  
                           Qualifying                                             / N/A)***     
                           Subsection**                                                         

                                                                                                

                                                                                                

                                                                                                

                                                                                                

                                                                                                

                                                                                                

                                                                                                

                                                                                                

                                                                                                

                                                                                                

  Totals                                                                                        
  ------------------------------------------------------------------------------------------------

+-----------------------+--------+--------+--------+--------+----+---+
| **Table M1B --        |        |        | "X" if |        |    |   |
| Individual            |        |        | this   |        |    |   |
| Institutional         |        |        | is a   |        |    |   |
| Investors**           |        |        | Dro    |        |    |   |
|                       |        |        | p-Down |        |    |   |
|                       |        |        | Fund  |        |    |   |
+=======================+========+========+========+========+====+===+
| **Name &              | Qual   | **P    | **Un   | **C    | *  |   |
| Address**[^13]        | ifying | aid-In | funded | apital | *D |   |
|                       | Subs   | Cap    | Commit | Commit | iv |   |
|                       | ection | ital** | ment** | ment** | er |   |
|                       |        |        |        |        | si |   |
|                       |        |        |        |        | ty |   |
|                       |        |        |        |        | In |   |
|                       |        |        |        |        | ve |   |
|                       |        |        |        |        | st |   |
|                       |        |        |        |        | or |   |
|                       |        |        |        |        | *  |   |
|                       |        |        |        |        | (Y |   |
|                       |        |        |        |        |  / |   |
|                       |        |        |        |        | N  |   |
|                       |        |        |        |        | /A |   |
|                       |        |        |        |        | )* |   |
|                       |        |        |        |        | ** |   |
+-----------------------+--------+--------+--------+--------+----+---+
|                       |        |        |        |        |    |   |
+-----------------------+--------+--------+--------+--------+----+---+
|                       |        |        |        |        |    |   |
+-----------------------+--------+--------+--------+--------+----+---+
|                       |        |        |        |        |    |   |
+-----------------------+--------+--------+--------+--------+----+---+
|                       |        |        |        |        |    |   |
+-----------------------+--------+--------+--------+--------+----+---+
|                       |        |        |        |        |    |   |
+-----------------------+--------+--------+--------+--------+----+---+
|                       |        |        |        |        |    |   |
+-----------------------+--------+--------+--------+--------+----+---+
|                       |        |        |        |        |    |   |
+-----------------------+--------+--------+--------+--------+----+---+
|                       |        |        |        |        |    |   |
+-----------------------+--------+--------+--------+--------+----+---+
|                       |        |        |        |        |    |   |
+-----------------------+--------+--------+--------+--------+----+---+
|                       |        |        |        |        |    |   |
+-----------------------+--------+--------+--------+--------+----+---+
|                       |        |        |        |        |    |   |
+-----------------------+--------+--------+--------+--------+----+---+
|                       |        |        |        |        |    |   |
+-----------------------+--------+--------+--------+--------+----+---+
| #######  Totals       |        |        |        |        |    |   |
+-----------------------+--------+--------+--------+--------+----+---+

+-----------------------+-------+--------+---+-------+--------+-----+---+---+
| **Table M1C -- Other  |       |        |   | "X"   |        |     |   |   |
| Investors**[^14]      |       |        |   | if    |        |     |   |   |
|                       |       |        |   | this  |        |     |   |   |
|                       |       |        |   | is a  |        |     |   |   |
|                       |       |        |   | Drop  |        |     |   |   |
|                       |       |        |   | -Down |        |     |   |   |
|                       |       |        |   | Fund  |        |     |   |   |
|                       |       |        |   |      |        |     |   |   |
+=======================+=======+========+===+=======+========+=====+===+===+
| **Name &              | *     | **P    | * |       | **C    | >   | > |   |
| Address**[^15]        | *Type | aid-In | * |       | apital |  ** |   |   |
|                       | *(    | Cap    | U |       | C      | Div | * |   |
|                       | e.g., | ital** | n |       | ommit- | ers | * |   |
|                       | i     |        | f |       | ment** | ity | E |   |
|                       | ndivi |        | u |       |        | >   | n |   |
|                       | dual, |        | n |       |        |  In | t |   |
|                       | LL    |        | d |       |        | ves | e |   |
|                       | C)*** |        | e |       |        | tor | r |   |
|                       |       |        | d |       |        | >   | > |   |
|                       |       |        | C |       |        |  *( |   |   |
|                       |       |        | o |       |        | Y / | " |   |
|                       |       |        | m |       |        | > N | X |   |
|                       |       |        | m |       |        | /A) | " |   |
|                       |       |        | i |       |        | *** | > |   |
|                       |       |        | t |       |        |     |   |   |
|                       |       |        | - |       |        |     | i |   |
|                       |       |        | m |       |        |     | f |   |
|                       |       |        | e |       |        |     | > |   |
|                       |       |        | n |       |        |     |   |   |
|                       |       |        | t |       |        |     | P |   |
|                       |       |        | * |       |        |     | a |   |
|                       |       |        | * |       |        |     | r |   |
|                       |       |        |   |       |        |     | e |   |
|                       |       |        |   |       |        |     | n |   |
|                       |       |        |   |       |        |     | t |   |
|                       |       |        |   |       |        |     | > |   |
|                       |       |        |   |       |        |     |   |   |
|                       |       |        |   |       |        |     | F |   |
|                       |       |        |   |       |        |     | u |   |
|                       |       |        |   |       |        |     | n |   |
|                       |       |        |   |       |        |     | d |   |
|                       |       |        |   |       |        |     | * |   |
|                       |       |        |   |       |        |     | * |   |
+-----------------------+-------+--------+---+-------+--------+-----+---+---+
|                       |       |        |   |       |        |     |   |   |
+-----------------------+-------+--------+---+-------+--------+-----+---+---+
|                       |       |        |   |       |        |     |   |   |
+-----------------------+-------+--------+---+-------+--------+-----+---+---+
|                       |       |        |   |       |        |     |   |   |
+-----------------------+-------+--------+---+-------+--------+-----+---+---+
|                       |       |        |   |       |        |     |   |   |
+-----------------------+-------+--------+---+-------+--------+-----+---+---+
|                       |       |        |   |       |        |     |   |   |
+-----------------------+-------+--------+---+-------+--------+-----+---+---+
|                       |       |        |   |       |        |     |   |   |
+-----------------------+-------+--------+---+-------+--------+-----+---+---+
|                       |       |        |   |       |        |     |   |   |
+-----------------------+-------+--------+---+-------+--------+-----+---+---+
| ####### Totals        |       |        |   |       |        |     |   |   |
+-----------------------+-------+--------+---+-------+--------+-----+---+---+

+-------------------------+---------+--------+--------+--------+---+---+
| **Table M1D -- Dual     |         | "X" if |        |        |   |   |
| Commitments** [^16]     |         | this   |        |        |   |   |
|                         |         | is a   |        |        |   |   |
|                         |         | Dro    |        |        |   |   |
|                         |         | p-Down |        |        |   |   |
|                         |         | Fund  |        |        |   |   |
+=========================+=========+========+========+========+===+===+
| **Name & Address**      | Type of | **P    | **Un   | **C    | > |   |
|                         | Entity  | aid-In | funded | apital |   |   |
|                         | for     | Cap    | C      | C      | * |   |
|                         | Primary | ital** | ommit- | ommit- | * |   |
|                         | I       |        | ment** | ment** | D |   |
|                         | nvestor |        |        |        | i |   |
|                         | & Type  |        |        |        | v |   |
|                         | of      |        |        |        | e |   |
|                         | Entity  |        |        |        | r |   |
|                         | and     |        |        |        | s |   |
|                         | Qua     |        |        |        | i |   |
|                         | lifying |        |        |        | t |   |
|                         | Sub     |        |        |        | y |   |
|                         | section |        |        |        | > |   |
|                         | for     |        |        |        |   |   |
|                         | Backup  |        |        |        | I |   |
|                         | I       |        |        |        | n |   |
|                         | nvestor |        |        |        | v |   |
|                         |         |        |        |        | e |   |
|                         |         |        |        |        | s |   |
|                         |         |        |        |        | t |   |
|                         |         |        |        |        | o |   |
|                         |         |        |        |        | r |   |
|                         |         |        |        |        | > |   |
|                         |         |        |        |        |   |   |
|                         |         |        |        |        | * |   |
|                         |         |        |        |        | ( |   |
|                         |         |        |        |        | Y |   |
|                         |         |        |        |        |   |   |
|                         |         |        |        |        | / |   |
|                         |         |        |        |        | > |   |
|                         |         |        |        |        |   |   |
|                         |         |        |        |        | N |   |
|                         |         |        |        |        | / |   |
|                         |         |        |        |        | A |   |
|                         |         |        |        |        | ) |   |
|                         |         |        |        |        | * |   |
|                         |         |        |        |        | * |   |
|                         |         |        |        |        | * |   |
+-------------------------+---------+--------+--------+--------+---+---+
| Primary Investor #1 --  |         |        | \[\$   | \[\$   |   |   |
| list in brackets        |         |        | in     | in     |   |   |
|                         |         |        | brac   | brac   |   |   |
|                         |         |        | kets\] | kets\] |   |   |
+-------------------------+---------+--------+--------+--------+---+---+
| Back-up Investor(s)     |         |        |        |        |   |   |
+-------------------------+---------+--------+--------+--------+---+---+
| Primary Investor #2 --  |         |        | \[\$   | \[\$   |   |   |
| list in brackets        |         |        | in     | in     |   |   |
|                         |         |        | brac   | brac   |   |   |
|                         |         |        | kets\] | kets\] |   |   |
+-------------------------+---------+--------+--------+--------+---+---+
| Back-up Investor(s)     |         |        |        |        |   |   |
+-------------------------+---------+--------+--------+--------+---+---+
| Primary Investor #2 --  |         |        | \[\$   | \[\$   |   |   |
| list in brackets        |         |        | in     | in     |   |   |
|                         |         |        | brac   | brac   |   |   |
|                         |         |        | kets\] | kets\] |   |   |
+-------------------------+---------+--------+--------+--------+---+---+
| Back-up Investor(s)     |         |        |        |        |   |   |
+-------------------------+---------+--------+--------+--------+---+---+
| **TOTALS \[*Add only    |         |        |        |        |   |   |
| amounts that are        |         |        |        |        |   |   |
| [not]{.underline} in    |         |        |        |        |   |   |
| brackets*\]**           |         |        |        |        |   |   |
+-------------------------+---------+--------+--------+--------+---+---+

+---------------------------------+--------+---------+-------+--------+
| **Table M1E -- Aggregate        |        |         |       |        |
| Investor Totals**               |        |         |       |        |
+=================================+========+=========+=======+========+
| **Class of Investor**           | **P    | **U     | **Ca  | *      |
|                                 | aid-In | nfunded | pital | *Total |
|                                 | Cap    | Commi   | Retu  | Con    |
|                                 | ital** | tment** | rns** | tribu- |
|                                 |        |         | [^17] | tion** |
+---------------------------------+--------+---------+-------+--------+
| **Entity Institutional          |        |         |       |        |
| Investors (From Table M1A)**    |        |         |       |        |
+---------------------------------+--------+---------+-------+--------+
| **Individual Institutional      |        |         |       |        |
| Investors (from Table M1B)**    |        |         |       |        |
+---------------------------------+--------+---------+-------+--------+
| **Dual Commitments (from Table  |        |         |       |        |
| M1D)**                          |        |         |       |        |
+---------------------------------+--------+---------+-------+--------+
| **Institutional Investor        |        |         |       |        |
| Sub-totals**                    |        |         |       |        |
+---------------------------------+--------+---------+-------+--------+
| **Other Investors (from Table   |        |         |       |        |
| M1C)**                          |        |         |       |        |
+---------------------------------+--------+---------+-------+--------+
| ####### Investor Totals         |        |         |       |        |
+---------------------------------+--------+---------+-------+--------+

  ------------------------------------------------------------------------------
  **Table M1F -- Investor Diversity                                
  Summary**                                                        
  --------------------------------- ------------- -- ------------- -------------
  **Type of Capital**[^18]          **Total          **Diversity   **Diversity
                                    Amount**         Amount**      %**

  **Regulatory Capital**                                           

  **Leverageable Capital**                                         
  ------------------------------------------------------------------------------

  ---------------------------------------------------------------------------------------------------
  **Table M1G                                                                            
  -- Changes                                                                             
  in                                                                                     
  Regulatory                                                                             
  Capital**                                                                              
  ------------ ------------- ---------- ------------ ---------------- ------------------ ------------
  **Date**     **Beginning   Amount of  **Decrease   **Decrease       **Other            **Ending
               Regulatory    Increase   Pursuant to  Pursuant to      Decreases**[^19]   Regulatory
               Capital**                13 CFR       13 CFR                              Capital**
                                        §107.585**   §107.1570(b)**                      

                                                                                         

                                                                                         

                                                                                         

                                                                                         

                                                                                         

                                                                                         

                                                                                         

                                                                                         

                                                                                         

                                                                                         
  ---------------------------------------------------------------------------------------------------

+--------------------------+-----------+--------------+--------------+
| **Table M1H -- Qualified |           |              |              |
| Nonprivate Funds**       |           |              |              |
+==========================+===========+==============+==============+
| **Name of Investor**     | **Capital | **Qualified  | **Qualified  |
|                          | Com       | Nonprivate   | Nonprivate   |
| ***(from Table M1A, M1B  | mitment** | Funds Whose  | Funds Whose  |
| or M1C)***               |           | Source is    | Source is    |
|                          |           | Federal      | State or     |
|                          |           | Funds**      | Local Gov't. |
|                          |           |              | Funds**      |
+--------------------------+-----------+--------------+--------------+
|                          |           |              |              |
+--------------------------+-----------+--------------+--------------+
|                          |           |              |              |
+--------------------------+-----------+--------------+--------------+
|                          |           |              |              |
+--------------------------+-----------+--------------+--------------+
| #######  Totals          |           |              |              |
+--------------------------+-----------+--------------+--------------+
| **Non-Federal Qualified  |           |              | \%           |
| Nonprivate               |           |              |              |
| Funds÷Regulatory         |           |              |              |
| Capital**                |           |              |              |
+--------------------------+-----------+--------------+--------------+

  -----------------------------------------------------------------------
  **Table M1I                                          
  --Associates of                                      
  Applicant**                                          
  --------------------- ------------------------------ ------------------
  **Name of Investor**  **Describe Relationship to     **Applicable
                        Applicant**                    Subsection of
                                                       Definition of
                                                       Associate**

                                                       

                                                       

                                                       

                                                       

                                                       

                                                       
  -----------------------------------------------------------------------

  -----------------------------------------------------------------------
  **Table M1J --                      
  Investor                            
  Affiliates**                        
  ----------------- ----------------- -----------------------------------
  **Name of         **Name of         **Describe Relationship Between
  Investor#1**      Investor #2**     Investors**

                                      

                                      

                                      

                                      

                                      

                                      
  -----------------------------------------------------------------------

######## USE OF TABLE M1K

\(a\) Identify each *entity* and *individual* who, directly or
indirectly, (1) owns 10% or more of the equity interests of the
Applicant, (2) is the beneficial owner of 10% or more of the equity
interests of the Applicant, or (3) controls 10% or more of the equity
interests of the Applicant, hereinafter referred to as a "10%
Investors".

\(b\) For purposes of identifying a 10% Investor, the equity interests
of all affiliates must be aggregated

\(c\) For any 10% Investor that is an entity, identify all of the owners
of that 10% Investor except that all individual owners of less than 10%
can be aggregated and identified as shown in the example below. Continue
identifying all of the owners of any entity owner until individual
owners have been identified. (Note that you multiply the percentage in
the current column by the percentage in the preceding column to
determine if the result is 10% or more.)

\(d\) See the example below and delete the example, whether or not the
table is utilized.

  ------------------------------------------------------------------------
  **Table M1K -- 10%                                
  Investors**                                       
  ----------------------- ------------------------- ----------------------
  **Level 1 -- SBIC 10%   Level 2 -- Owners of SBIC **Level 3 -- Indirect
  Investors**             10% Investors             Equity Holder - % of
                                                    Level 2 / % of SBIC**

  Bermuda Triangle        High & Wide Investments   Fred Jones 50%
  Holdings 40%            50%                       

                                                    Steve Brown 50%

                          John Smith 30%            

                          Remainder = 20%, 10       
                          Individuals each with     
                          less than 5%              

  William Davis Trust,    William Davis II,         
  Robert Johnson, Trustee beneficiary 100%          
  15%                                               

  Remainder = 45%, 10                               
  individuals and 5                                 
  entities, each with 8%                            
  or less.                                          

                                                    
  ------------------------------------------------------------------------

  ------------------------------------------------ ----------------------
  Table M1L --Management Fees                      

  **Date on which Applicant began drawing          
  Management Fee based upon assumed use of         
  Leverage (if not applicable, insert N/A)**       
  ------------------------------------------------ ----------------------

  -----------------------------------------------------------------------
  **Table M2 -- Investors Who Are Not 
  Permanent Residents of the United   
  States**[^20]**^0^**                
  ----------------------------------- -----------------------------------
  **Name & Address of Non-Resident    **Name & Address of U.S. Agent\
  Investor**                          for Service of Process**

                                      

                                      

                                      

                                      
  -----------------------------------------------------------------------

+---------------------+----------+----------+---------------+---------+
| **Table M3 --       |          |          |               |         |
| Approved Letters of |          |          |               |         |
| Credit**            |          |          |               |         |
+=====================+==========+==========+===============+=========+
| **Name of           | **       | **Amount | **Issuing     | **Exp   |
| Investor**          | Unfunded | of       | Institution** | iration |
|                     | Comm     | Letter   |               | Date**  |
|                     | itment** | of       |               |         |
|                     |          | Credit** |               |         |
+---------------------+----------+----------+---------------+---------+
|                     |          |          |               |         |
+---------------------+----------+----------+---------------+---------+
|                     |          |          |               |         |
+---------------------+----------+----------+---------------+---------+
| #######  Totals     |          |          |               |         |
+---------------------+----------+----------+---------------+---------+

  -----------------------------------------------------------------------
  **Table M4 -- Conditions to Exercise of Right to Receive Unfunded
  Commitments**

  \[if no conditions, insert *"None"*\]
  -----------------------------------------------------------------------

  -------------------------------------------------------------------------------------------
  **Table M5 -- Approved                                                      
  Pre-Licensing Investments**                                                 
  --------------------------- ----------------- ------------ ---------------- ---------------
  Name of Portfolio Concern   **Date(s) of      **Cash       **Additional     **Cash
                              Investment(s)**   Invested**   Obliga-tions**   Investment +
                                                                              Additional
                                                                              Obligations**

                                                                              

                                                                              

                                                                              

                                                                              

                                                                              

  **Totals**                                                                  
  -------------------------------------------------------------------------------------------

+-----------------------------------+----------+---+----------+----------+
| ###### Table M6. DROP-DOWN SBI    |          |   |          |          |
| C REGULATORY CAPITAL CALCULATION  |          |   |          |          |
+-----------------------------------+----------+---+----------+----------+
| **PARENT FUND**                   |          |   |          |          |
+-----------------------------------+----------+---+----------+----------+
|                                   | **Total  |   | ##### ** | ###      |
|                                   | Capital  |   | Funded** | ## **Unf |
|                                   | Comm     |   |          | unded**  |
|                                   | itment** |   |          |          |
+-----------------------------------+----------+---+----------+----------+
| **Total Amount**                  |          |   |          |          |
+-----------------------------------+----------+---+----------+----------+
| **Institutional Investors**       |          |   |          |          |
+-----------------------------------+----------+---+----------+----------+
| **Other Investors**               |          |   |          |          |
+-----------------------------------+----------+---+----------+----------+
| **Calculate Institutional         |          |   |          | \%       |
| Investor Percentage:** (***Divide |          |   |          |          |
| Total Capital Commitment of       |          |   |          |          |
| Institutional Investors by Total  |          |   |          |          |
| Capital Commitment.*)**           |          |   |          |          |
+-----------------------------------+----------+---+----------+----------+
|                                   |          |   |          |          |
+-----------------------------------+----------+---+----------+----------+
| **SBIC**                          |          |   |          |          |
+-----------------------------------+----------+---+----------+----------+
|                                   | ##       | # |          | ##       |
|                                   | ### **To | # |          | ### **Un |
|                                   | tal Capi | # |          | funded** |
|                                   | tal Comm | # |          |          |
|                                   | itment** | # |          |          |
|                                   |          |   |          |          |
|                                   |          | * |          |          |
|                                   |          | * |          |          |
|                                   |          | F |          |          |
|                                   |          | u |          |          |
|                                   |          | n |          |          |
|                                   |          | d |          |          |
|                                   |          | e |          |          |
|                                   |          | d |          |          |
|                                   |          | * |          |          |
|                                   |          | * |          |          |
+-----------------------------------+----------+---+----------+----------+
| **SBIC Total**                    |          |   |          |          |
+-----------------------------------+----------+---+----------+----------+
| **Attributable to Institutional   |          |   |          |          |
| Investors: (*Multiply Unfunded    |          |   |          |          |
| Amount by Institutional Investor  |          |   |          |          |
| Percentage*)**                    |          |   |          |          |
+-----------------------------------+----------+---+----------+----------+
| **Add Funded Amount**             |          |   |          |          |
+-----------------------------------+----------+---+----------+----------+
| **Total Equals Regulatory         |          |   |          |          |
| Capital**                         |          |   |          |          |
+-----------------------------------+----------+---+----------+----------+

ADDENDUM A TO EXHIBIT M

GUARANTEES AND DUAL COMMITMENTS

NOTES ON THE USE OF GUARANTEES AND DUAL COMMITMENTS

In certain limited situations, SBA will allow an Applicant to use a
guarantee and/or a dual commitment arrangement so the Applicant can
include in its Regulatory Capital the Commitments of non-Institutional
Investors. The circumstances under which SBA will permit the use of a
guarantee and the requirements for using a guarantee are described in
Section I below. The circumstances under which SBA will permit the use
of the dual commitment arrangement and the requirements for a dual
commitment are described in Section II below.

**I. Guarantees for IRAs, Keoghs, Family Trusts and Family Investment
Partnerships**

An IRA, Keogh, family trust or family investment partnership that does
not qualify as an Entity Institutional Investor may use a guarantee to
have its Commitment included as part of Regulatory Capital. Adverse tax
consequences may result for the IRA or Keogh, however, so SBICs and
investors are cautioned to consult with legal counsel before using a
guarantee in this situation.

*How Does it Work*. The IRA, Keogh, family trust or family investment
partnership obtains a guarantee from an Institutional Investor for the
full amount of its Unfunded Commitment. For example, for IRAs and
Keoghs, if the individual who created the retirement account qualifies
as an Institutional Investor, that individual can guarantee the full
amount of the Unfunded Commitment of the IRA or Keogh to the Applicant.
If the amount of the Unfunded Commitment is to be included in Regulatory
Capital, the guarantee must be in the form approved by SBA (see the SBA
web site for the form that must be used) and the guarantee must be
executed and a copy submitted to SBA before the licensing approval
process can be finalized.

*How is this Reflected on the Capital Certificate*. The IRA, Keogh,
family trust or family investment partnership is listed on the Capital
Certificate as an Entity Institutional Investor under subsection 1(xi),
followed by a footnote describing the guarantee arrangement and the name
of the guarantor and the clause of the *Institutional Investor*
definition of 13 CFR §107.50 under which the guarantor qualifies as an
Institutional Investor.

**II. Dual Commitments**

*How Does it Work*. The "dual commitment" arrangement works by having
one or more Institutional Investors ("back-up investor") make a Capital
Commitment to the Applicant identical to that made by the
non‑Institutional Investor ("primary investor"). When a capital call is
made, the back‑up investor is excused from funding its Unfunded
Commitment to the extent the primary investor funds its own Unfunded
Commitment on a timely basis. *Both the primary investor and the back‑up
investor are limited partners or members, as applicable, and must sign
the Applicant's limited partnership agreement or operating agreement as
limited partners or members, as applicable.* In addition, both the
primary investor and the back‑up investor must be listed as investors in
Table M1D of the Capital Certificate and in the schedule of partners
attached to the limited partnership agreement.

When more than one Institutional Investor is serving as a back-up
investor, each such Institutional Investor may make a Capital Commitment
that is equal to only a proportionate amount of the primary investor's
Capital Commitment, so long as the total of all Capital Commitments of
such Institutional Investors equals 100% of the primary investor's
Capital Commitment. Each Institutional Investor serving as a back-up
investor must be listed on the Capital Certificate and the schedule of
partners/members attached to the limited partnership agreement or member
agreement in the case of limited liability companies with a designation
as to the proportionate share for which each such Institutional Investor
is obligated.

The suggested footnote language below can be used on the signature pages
and the schedule of partners/members to clarify the dual commitment
arrangement.

> *If \[Primary Investor\] makes a cash Capital Contribution to the
> Partnership, then simultaneously with such cash Capital Contribution,
> the Capital Commitment of \[Back‑up Investor\] shall be reduced in an
> amount equal to that cash Capital Contribution and the Capital
> Contribution required to be made by \[Back‑up Investor\] at the time
> shall be reduced by the same amount.*

*How is this Reflected on the Capital Certificate*. The primary investor
and each back-up investor are listed on the Capital Certificate on Table
M1D. Each back-up investor must indicate the amount of the primary
investor's Capital Commitment for which it is obligated and the
appropriate subsection of the definition of Institutional Investor under
which it is qualified.

**Applicants and their counsel should note that neither the guarantee
nor the dual commitment approach automatically qualifies Unfunded
Commitments from investors that do not qualify as Institutional
Investors as part of Regulatory Capital, and in every instance, a
guarantee and/or dual commitment arrangement is subject to SBA's
approval.**

**NOTES ON DROP-DOWN FUNDS**

Applicants that are "drop-down funds" (*i.e., funded by one or more
parent venture funds*) should use the standard Capital Certificate with
these changes/additions:

1.  Unless SBA otherwise approves, SBA requires each parent fund of an
    Applicant to be the Applicant's primary investor ("Class A
    investor") and each parent fund's Institutional Investors to become
    stand-by investors ("Class B investors") in the Applicant. Each
    Class B investor must sign the Applicant's partnership/membership
    agreement.

2.  Unless SBA otherwise approves, a parent fund of the Applicant is not
    considered an Institutional Investor and should be listed as an
    "Other Investor" in Table M1C.

3.  The names and address of all of the Institutional Investors in the
    parent fund of the Applicant (including those making dual
    commitments), along with their respective capital commitments,
    paid-in capital and unfunded commitments, must be listed in Table
    M1A, M1B or M1D, as appropriate.

4.  The names and addresses of those parent fund investors that do not
    qualify as Institutional Investors, along with the amount of their
    respective capital commitments, paid-in capital and unfunded
    commitments, must be listed in Table M1C as "Other Investors".

5.  For purposes of determining the applicant's Regulatory Capital, the
    unfunded commitment of the parent fund is only considered to be
    Regulatory Capital to the extent it is backed up by investors that
    qualify as Institutional Investors. Thus, to compute an applicant's
    Regulatory Capital in the case of a drop-down, you must complete
    Table M6.

EXAMPLE OF CALCULATION OF REGULATORY CAPITAL FOR A DROP-DOWN SBIC

+-------------------------------+-----------+---+------------+------------+
| #####                         |           |   |            |            |
| # Table M6. DROP-DOWN SBIC RE |           |   |            |            |
| GULATORY CAPITAL CALCULATION  |           |   |            |            |
+-------------------------------+-----------+---+------------+------------+
| **PARENT FUND**               |           |   |            |            |
+-------------------------------+-----------+---+------------+------------+
|                               | **Total   |   | #####      | ##### **U  |
|                               | Capital   |   | **Funded** | nfunded**  |
|                               | Com       |   |            |            |
|                               | mitment** |   |            |            |
+-------------------------------+-----------+---+------------+------------+
| **Total Amount**              | 100M      |   | 40M        | 60M        |
+-------------------------------+-----------+---+------------+------------+
| **Institutional Investors**   | 80        |   | 32         | 48         |
+-------------------------------+-----------+---+------------+------------+
| **Other Investors**           | 20        |   | 8          | 12         |
+-------------------------------+-----------+---+------------+------------+
| **Calculate Institutional     |           |   |            | 80%        |
| Investor Percentage:**        |           |   |            |            |
| (***Divide Total Capital      |           |   |            |            |
| Commitment of Institutional   |           |   |            |            |
| Investors by Total Capital    |           |   |            |            |
| Commitment.*)**               |           |   |            |            |
+-------------------------------+-----------+---+------------+------------+
|                               |           |   |            |            |
+-------------------------------+-----------+---+------------+------------+
| **SBIC**                      |           |   |            |            |
+-------------------------------+-----------+---+------------+------------+
|                               | ##### *   | # |            | ##### **   |
|                               | *Total Ca | # |            | Unfunded** |
|                               | pital Com | # |            |            |
|                               | mitment** | # |            |            |
|                               |           | # |            |            |
|                               |           |   |            |            |
|                               |           | * |            |            |
|                               |           | * |            |            |
|                               |           | F |            |            |
|                               |           | u |            |            |
|                               |           | n |            |            |
|                               |           | d |            |            |
|                               |           | e |            |            |
|                               |           | d |            |            |
|                               |           | * |            |            |
|                               |           | * |            |            |
+-------------------------------+-----------+---+------------+------------+
| **SBIC Total**                | 20        | 4 |            | 16         |
+-------------------------------+-----------+---+------------+------------+
| **Attributable to             |           |   |            | 12.8       |
| Institutional Investors:      |           |   |            |            |
| (*Multiply Unfunded Amount by |           |   |            |            |
| Institutional Investor        |           |   |            |            |
| Percentage*)**                |           |   |            |            |
+-------------------------------+-----------+---+------------+------------+
| **Add Funded Amount**         |           |   |            | 4          |
+-------------------------------+-----------+---+------------+------------+
| **Adjustments (Explain in     |           |   |            | 0          |
| note directly below table)**  |           |   |            |            |
+-------------------------------+-----------+---+------------+------------+
| **Total Equals Regulatory     |           |   |            | 16.8       |
| Capital**                     |           |   |            |            |
+-------------------------------+-----------+---+------------+------------+

ADDENDUM B TO EXHIBIT M

DEFINITIONS FOR REFERENCE ONLY

PLEASE NOTE that this addendum is for convenience only. It does not
constitute a part of the Capital Certificate contract. In the event that
there are discrepancies between definitions of terms in the Capital
Certificate and this page, the definitions within the Capital
Certificate prevail.

APPLICANT means the applicant for a license as an SBIC or an existing
SBIC licensee, as applicable.

CAPITAL COMMITMENT is the amount of each investor's total capital
commitment to Applicant.

COMBINED CAPITAL means the sum of Regulatory Capital and outstanding
Leverage.

DIVERSITY INVESTOR is a person or entity who meets the requirements of
Management and Ownership Diversity as found in 13 CFR §107.150(b).

INSTITUTIONAL INVESTOR means the definition as found in 13 CFR §107.50.

INVESTOR'S PAYMENT COVENANT means the obligation of each investor to pay
its Unfunded Commitment to Applicant at the times and in the amounts
specified in Applicant's Organizational Documents.

LEVERAGEABLE CAPITAL means the definition as found in 13 CFR §107.50.

ORGANIZATIONAL DOCUMENT means: (i) if Applicant is a limited
partnership, its Partnership Agreement (including, if applicable any SBA
Annex), (ii) if Applicant is a corporation, its articles of
incorporation, or (iii) if Applicant is a limited liability company, its
operating agreement, as approved by SBA.

OVERLINE LIMIT is a calculation derived according to the methodology
found in 13 CFR §107.740.

PAID IN CAPITAL means the amount of each investor's Capital Commitment
which has been paid to Applicant in cash on or before the date hereof
including the Unfunded Commitment. (Non‑cash contributions will not be
accepted without the prior written approval of the SBA.)

QUALIFIED NON-PRIVATE FUNDS has the meaning as defined in 13 CFR
§107.230(d).

REGULATORY CAPITAL means the definition as found in 13 CFR §107.50.

UNFUNDED COMMITMENT means the unpaid balance of each investor's Capital
Commitment.

ADDENDUM C TO EXHIBIT M

SAMPLE ACCEPTABLE COMMITMENT LETTERS

*INSTRUCTIONS.* It is not necessary to use the forms in this Addendum C.
They have been acceptable to the SBA and are presented for your
convenience.

ENTITY (including trusts) form of commitment letter

\[Name and Address of Fund\]

\[Date\]

Dear Mr. \_\_\_\_\_\_\_\_\_\_\_\_\_:

This confirms the intention of \_\_\_\_\_\_\_\_\_\_\_\_\_ ("Investor")
to invest \$\_\_\_\_\_\_\_\_\_\_ as a limited partner in
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ (the "Partnership") subject to
\[insert one or more of the following as appropriate\]:

a\. Investor's review of the limited partnership agreement;

b\. receipt of similar commitments which, together with Investor's
investment will total at least \$\_\_\_\_\_\_\_\_\_\_\_\_\_ \[; and\]

**\[Note: Include the following provision only under special
circumstances:**

**c. receipt of evidence that the Partnership's application for
licensing as a Small Business Investment Company ("SBIC") has been
approved by the divisional Licensing Committee of the U.S. Small
Business Administration ("SBA") and it is reasonable to anticipate that
the Partnership will promptly be licensed as an SBIC.\]**

The Investor represents that it is an "Accredited Investor" as defined
in Regulation D under the Securities Act of 1933; and

The Investor has a net worth (exclusive of any unfunded commitments from
investors) in excess of \[check the appropriate box\]:

-   over \$10 million

-   over \$2 million and at least ten times the amount of this
    commitment

-   less than \$2 million

We understand that you may submit a copy of this letter to SBA in
connection with the application of the Partnership for licensing as an
SBIC.

Very truly yours,

High net worth individuals form of commitment letter

\[Name and Address of Fund\]

\[Date\]

Dear Mr. \_\_\_\_\_\_\_\_\_\_\_\_\_:

This confirms \[my\]\[our\] intention of investing
\$\_\_\_\_\_\_\_\_\_\_\_\_\_ as a limited partner in
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ (the "Partnership")
subject to \[insert one or more of the following as appropriate\]:

a\. \[my\]\[our\] review of the limited partnership agreement;

b\. receipt of similar commitments which, together with \[my\]\[our\]
investment will total at least \$\_\_\_\_\_\_\_\_\_\_\_\_\_ \[; and\]

**\[Note: Include the following provision only under special
circumstances:**

**c. receipt of evidence that the Partnership's application for
licensing as a Small Business Investment Company ("SBIC") has been
approved by the divisional Licensing Committee of the U.S. Small
Business Administration ("SBA") and it is reasonable to anticipate that
the Partnership will promptly be licensed as an SBIC.\]**

\[We\]\[I\] represent that \[we are\]\[I am an\] "Accredited
Investor\[s\]" as defined in Regulation D under the Securities Act of
1933; and

\[We\]\[I\] represented that \[we\]\[I\] have a net worth (exclusive of
the value of \[my\]\[our\] most valuable residence in excess of \[check
the appropriate box\]:

-   over \$10 million

-   over \$2 million and at least ten times the amount of this
    commitment

-   less than \$2 million

\[We\]\[I\] understand that you may submit a copy of this letter to SBA
in connection with the application of the Partnership for licensing as
an SBIC.

Very truly yours,

[^1]: 13 CFR §107.50 contains the definition of "Leverageable Capital".

[^2]: 13 CFR §107.50 contains the definition of "Regulatory Capital".

[^3]: SBIC Tech Notes Number 7 (December 2000) sets forth guidelines for
    this calculation. If no distributions have been made during the
    first five years in which not more than the maximum permissible
    management fee has been charged, then the amount is the same as
    Regulatory Capital.

[^4]: 13 CFR §107.740 contains the methodology for making this
    calculation.

[^5]: An investor that plans on utilizing a dual commitment must refer
    to *Addendum to Exhibit M* for information and instructions on the
    use of dual commitments.

[^6]: Non‑cash contributions will not be accepted without the prior
    written approval of the SBA.

[^7]: 13 CFR §107.50 contains a definition of "[Institutional
    Investor]{.underline}".

[^8]: For individuals, "net worth" does not include the value of any
    equity in his/her most valuable residence. For entities described in
    subsection 1(v) or 1(vi) of the definition of Institutional Investor
    in 13 CFR §107.50, "net worth" means net assets available for
    benefits. If an investor with a net worth of more than \$10 million
    makes a significant investment in the Applicant, SBA may require
    additional financial information concerning such investor in order
    to include such investor's unfunded commitment as part of the
    Applicant's Regulatory Capital.

[^9]: If you are unsure or otherwise do not wish to certify that an
    investor is a "diversity investor", place an "N/A" in the column
    headed "*Diversity Investor*". See 13 CFR §107.150(b).

[^10]: Indicate the position of the signatory (e.g., specific officer or
    manager title), the entity for which the signatory is signing and
    its relationship to Applicant.

[^11]: Trusts and IRAs are entities, not individuals, and trusts must be
    tax-exempt to qualify under subsection 1(vii). Any investor seeking
    to qualify as an Institutional Investor under subsection 1(xi) must
    obtain SBA's prior approval.

[^12]: Entity investors must list their business addresses. P.O. boxes
    are not acceptable addresses.

[^13]: Individual investors must list their primary residence. P.O.
    boxes are not acceptable addresses.

[^14]: Any Investor that does not meet the criteria for an Institutional
    Investor (see 13 CFR §107.50) is considered an Other Investor for
    purposes of this Capital Certificate.

[^15]: Individuals must list their primary residence and entity
    investors must list their business address. P.O. boxes are not
    acceptable addresses.

[^16]: An investor that plans on utilizing a dual commitment must refer
    to *Addendum to Exhibit M* for information and instructions on the
    use of dual commitments.

[^17]: "Capital Returns" may occur as a result of either a voluntary
    decrease in Regulatory Capital under 13 CFR §107.585, or a
    distribution under 13 CFR §107.1570(b) by an SBIC that has issued
    Participating Securities.

[^18]: The Management Ownership Diversity requirement applies to both
    Regulatory Capital and Leverageable Capital.

[^19]: Any decreases in Regulatory Capital require SBA approval.

[^20]: ^20^ For individuals, permanent residents of the United States
    means a lawful permanent resident of the United States under the
    immigration laws. For entities, permanent resident of the United
    States means an entity qualified to do business and maintaining a
    place of business in one or more states of the United States, the
    District of Columbia or U.S. Territories.