Exhibit 10.8


 


AUDAX
CREDIT BDC INC.


 


Subscription Documents


 


Administrator:


 


Audax Management Company, LLC


101 Huntington Avenue


Boston, Massachusetts 02199


 




     


     


    

 


DIRECTIONS FOR THE COMPLETION OF
THE SUBSCRIPTION DOCUMENTS


 


Prospective investors must complete the
Subscription Agreement, the Investor Questionnaire (the “Investor Questionnaire”) and any necessary attachments (the
Subscription Agreement, the Investor Questionnaire and all such attachments collectively, the “Subscription Documents”)
contained in this package in the manner described below. Capitalized terms not defined herein are used as defined in the Confidential
Private Placement Memorandum of Audax Credit BDC Inc., a Delaware corporation (as amended or supplemented from time to time) (the
“Memorandum”). For purposes of these Subscription Documents, the “Investor” is the person or entity for
whose account the units will be purchased and that can satisfy the representations and warranties set forth in the Subscription
Documents. Another person or entity with investment authority may execute the Subscription Documents on behalf of the Investor,
but should indicate the capacity in which it is doing so and the name of the Investor.


 


1.           Subscription
Agreement:


 


(a)          Each
Investor should fill in the amount of the Capital Commitment (as defined in the Subscription Agreement), fill in the date, print
the name of the Investor and sign (and print name, capacity and title of signatory, if applicable) on the signature page of the
Subscription Agreement.


 


(b)          Each
Investor should complete the appropriate acknowledgment form (making any changes to reflect the Investor’s circumstances).


 


2.            Investor
Questionnaire:


 


(a)          In
Section A, each Investor should fill in its name, type of entity, address, tax identification or social security number, contact
person(s), telephone and facsimile numbers, email address, and the other requested information.


 


(b)          In
connection with any offering under Regulation D of the Securities Act of 1933, as amended, each Investor should check the box or
boxes in Section B which are next to the category or categories under which each of the equity owners of the Investor qualifies
as an “accredited investor.”


 


(c)          Each
Investor should check the box or boxes in Section C which are next to the category or categories under which the Investor qualifies
as a “qualified purchaser.”


 


(d)          Each
Investor that is an entity should provide the information and respond to the questions in Section D.


 


(e)          Each
Investor should respond to the questions in Sections E, F and G.


 


(f)           Print
the name of the Investor and sign (and print name, capacity and title of signatory, if applicable) on the final page of the Investor
Questionnaire.


 




     


     


    

 


3.            Tax
Forms:


 


Each U.S. Investor is required
to fill in and sign and date the attached Form W-9, and each non-U.S. investor is required to fill in and date the relevant Form(s)
W-8 (W-8BEN, W-8IMY, W-8ECI or W-8EXP), as applicable, in accordance with the instructions to such Form. In the event that any
applicable reduction or exemption from U.S. federal withholding tax is claimed, each Investor is required to provide all applicable
attachments or addendums as required to claim such exemption or reduction.


 


4.            Evidence
of Authorization:


 


Each Investor must provide
satisfactory evidence of authorization.


 


For Corporations:


 


Generally, Investors which are corporations must submit
certified corporate resolutions authorizing the subscription and identifying the corporate officer empowered to sign the Subscription
Documents.


 


For Partnerships:


 


Partnerships must submit a certified copy of the partnership
certificate (in the case of limited partnerships) or partnership agreement identifying the general partners.


 


For Limited Liability Companies:


 


Limited liability companies must submit a certified
copy of the limited liability operating agreement or certificate of formation identifying the manager or managing member, as applicable,
empowered to sign the Subscription Documents.


 


For Trusts:


 


Trusts must submit a copy of the trust agreement.


 


For Employee Benefit Plans:


 


Employee benefit plans must submit a certificate
of an appropriate officer certifying that the subscription has been authorized and identifying the individual empowered to sign
the Subscription Documents.


 


Each Investor may be required to submit further
information for know your customer and anti-money laundering purposes, including, but not limited to, the information set forth
in Exhibit A of this Subscription Agreement.


 


5.          Delivery
of Subscription Documents: 


 


Two (2) original completed and executed copies of
the Subscription Agreement and the Investor Questionnaire, together with the Form W-9 or W-8, (W-8BEN, W-8IMY, W-8ECI or W-8EXP),
as applicable, the appropriate acknowledgment form and any required evidence of authorization, should be delivered to the Company
at the following address:


 


Audax Management Company, LLC


Attn: Investor Relations


101 Huntington Avenue


Boston, MA 02199


 




     


     


    

 


With
copies via facsimile to Audax Management Company, LLC, Attention: Investor Relations at
(617) 859-1600 or via electronic mail to lprequest@audaxgroup.com,
as soon as possible.


 


Inquiries regarding subscription procedures (including,
if the Investor Questionnaire indicates that any Investor’s response to a question requires further information) should be
directed to Audax Management Company, LLC by phone at (617) 859-1500, by fax at (617) 859-1600.


 


6.          Acceptance
by the Company:


 


If the Investor’s subscription is accepted (in
whole or in part) by the Company, a fully executed set of the Subscription Documents will be returned to the Investor. The Company
may accept and countersign the Investor’s Subscription Agreement (in whole or in part) at any time.


 


7.          Wire
Instructions:


 


Please wire funds to: Audax Senior BDC Inc.


 


	 	Bank:	Bank of America
	 	ABA #:	026-009-593
	 	Account Number:	0046-4056-5561
	 	Bank Address:	100 Federal Street, Boston, MA 02110
	 	Reference:	«InvestorName»


 


[remainder of page intentionally left blank]


 




     


     


    

 


SUBSCRIPTION AGREEMENT


 


Audax Credit BDC Inc.


101 Huntington Avenue


Boston, Massachusetts 02199


 


Ladies and Gentlemen:


 


1.           Subscription.



 


(a)          The
undersigned (the “Investor”) subscribes for and agrees to contribute to Audax Credit BDC Inc. or any successor thereto
(the “Company”) the aggregate capital commitment in the amount set forth on the signature page hereto (“Capital
Commitment”), and such Investor shall receive shares of common stock of the Company at the time of each drawdown under the
Capital Commitment. The Investor understands that the Company has elected to qualify as a regulated investment company under
the Internal Revenue Code of 1986, as amended (the “Code”).


 


The Investor acknowledges and agrees that
this subscription (i) is irrevocable on the part of the Investor, (ii) is conditioned upon acceptance by or on behalf of the Company
and (iii) may be accepted or rejected in whole or in part by the Company in its sole discretion at any time. The Investor agrees
to be bound by all the terms and provisions of the Company’s Confidential Private Placement Memorandum, as amended, restated
and/or supplemented from time to time (the “Memorandum”), the Company’s certificate of incorporation, substantially
in the form attached hereto as Appendix A (as amended from time to time, the “Charter”), the Company’s bylaws,
substantially in the form attached hereto as Appendix B (as amended from time to time, the “Bylaws”), the Investment
Advisory Agreement by and between Audax Management Company (NY), LLC, our investment adviser (the “Adviser”), substantially
in the form attached hereto as Appendix C (as amended from time to time, the “Advisory Agreement”), the Administration
Agreement by and between the Company and Audax Management Company, LLC, our administrator (the “Administrator”), substantially
in the form attached hereto as Appendix D (as amended from time to time, the “Administration Agreement” and, together
with the Memorandum, the Charter, the Bylaws and the Advisory Agreement, collectively the “Operative Documents”), together
with this subscription agreement (the “Subscription Agreement”). Capitalized terms not defined herein are used as defined
in the Memorandum.


 


The Company has filed a registration statement
on Form 10 (the “Form 10 Registration Statement”) which registered its common stock with the U.S. Securities and Exchange
Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The
Form 10 Registration Statement is not the offering document pursuant to which the Company is conducting this offering of securities
and may not include all information regarding the Company contained in the Memorandum. Accordingly, Investors should rely exclusively
on information contained in the Memorandum in making their investment decisions.


 


(b)          Payment
in cleared funds for Shares must be received three business days prior to the Closing Date (as defined below). Subject to any legal
or regulatory restrictions before the Closing Date, the Investor’s payment (the “Payment”) shall be held by the
Company in a non-interest bearing account. If the subscription is rejected, the Payment shall be returned promptly to the Investor,
and this Subscription Agreement shall have no force or effect.


 




     


     


    

 


2.           Closings.


 


(a)          The closing of the Offering (as defined in the Memorandum) will take place at the offices of Dechert LLP
at 100 Oliver St., 40th Floor, Boston, Massachusetts 02110, on the date the Company accepts the Subscription Agreement
unless otherwise agreed to by the parties (such date being the “Closing Date”). The Company may accept (in whole or
in part) and countersign this Subscription Agreement at any time prior to or on the Closing Date.


 


(b)          The
Investor agrees to provide any information reasonably requested by the Company to verify the accuracy of the representations contained
herein, including, without limitation, the Investor Questionnaire. Upon acceptance of this Subscription Agreement (in whole or
in part), the Company shall deliver to the Investor or its representative, a countersigned copy of this Subscription Agreement
and other documents and instruments necessary to reflect the Capital Commitment, including any documents and instruments to be
delivered pursuant to this Subscription Agreement.


 


3.            Drawdowns.



 


(a)          Subject
to Section 3(d), the Investor agrees to purchase Shares for an aggregate purchase price equal to its Capital Commitment, payable
at such times and in such amounts as required by the Company. The Company shall deliver a notice (the “Drawdown Notice”)
to the Investor at least ten calendar days prior to the Drawdown (each, a “Drawdown Date”), setting forth the amount,
in U.S. dollars, of the aggregate purchase price (the “Drawdown Purchase Price”) to be paid by the Investor to purchase
Shares on such Drawdown Date. Each purchase of Shares pursuant to a Drawdown Notice shall be made at a per Share price equal to
the then-current net asset value per Share.


 


(b)          Each
Drawdown Purchase Price shall be payable, in U.S. dollars and in immediately available funds as set forth in wire transfer instructions
included in the Drawdown Notice. In addition to the wire transfer instructions, each Drawdown Notice shall set forth (i) the Drawdown
Date, (ii) the aggregate amount of the Drawdown and (iii) the Investor’s share of the Drawdown.


 


(c)          Concurrent
with any payment of all or a portion of the Drawdown Purchase Price, the Company shall issue to the Investor a number of Shares
equal to the amount of the Drawdown Purchase Price funded by the Investor on the applicable Drawdown Date divided by the most recently
determined net asset value per Share as of such Drawdown Date.


 


(d)          Upon
termination of the period (the “Commitment Period”) beginning on the Closing Date and ending on the completion of an
initial public offering of the Shares or the listing of the Shares on a national securities exchange, the Investor shall be released
from any further obligation to fund any portion of its Capital Commitment for which it has not received a Drawdown Notice prior
to the termination of the Commitment Period.


 


(e)          The
Investor acknowledges and agrees that the Company intends to allocate Drawdowns on each Drawdown Date to all Investors with an
undrawn Capital Commitment pro rata in proportion to the then undrawn Capital Commitments of all Investors.


 


(f)           The
Investor acknowledges that it may have capital commitments pursuant to other agreements with the Company and that the Capital Commitment
pursuant to this Subscription Agreement shall in no way limit its obligations under such other agreements.


 




     


     


    

 


4.            Dividend
Reinvestment Program. As described more fully in the Memorandum, the Company generally intends to distribute, out of assets
legally available for distribution, substantially all of its available earnings, as determined by the Board in its discretion.
The Company intends to reinvest all cash distributions declared by the Board of Directors on behalf of Investors who do not elect
to receive their dividends in cash, crediting to each such Investor a number of Shares equal to the quotient determined by dividing
the cash value of the distribution payable to such Investor by the net asset value per Share as last determined by the Board of
Directors. The Investor may elect to receive any or all such distributions in cash by notifying the Administrator, in writing no
later than 10 days prior to the record date for the first distribution that the Investor wishes to receive distributions in cash.


 


5.           Representations
and Warranties of the Investor. To induce the Company to accept this subscription, the Investor represents and warrants as
follows:


 


(a)          This
Subscription Agreement has been duly authorized, executed and delivered by the Investor and, upon due authorization, execution
and delivery by the Company, shall constitute the valid and legally binding agreement of the Investor enforceable in accordance
with its terms against the Investor, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization,
fraudulent conveyance, moratorium or other laws of general application relating to or affecting the enforcement of creditors’
rights and remedies, as from time to time in effect, and (ii) application of equitable principles (regardless of whether such enforceability
is considered in a proceeding in equity or at law).


 


(b)          (i)           If
the Investor is not a natural person, (A) that all of the equity owners of the Investor are “accredited investors”
within the meaning of Regulation D under the Securities Act, (B)
the Investor has the power and authority to enter into this Subscription Agreement and each other document required to be executed
and delivered by the Investor in connection with this subscription for Shares, and to perform its obligations hereunder and thereunder
and consummate the transactions contemplated hereby and thereby and (C) the person signing this Subscription Agreement on behalf
of the Investor has been duly authorized to execute and deliver this Subscription Agreement and each other document required to
be executed and delivered by the Investor in connection with this subscription for Shares. 


 


(ii)         If
the Investor is a natural person, the Investor has all requisite legal capacity to acquire and hold the Shares and to execute,
deliver and comply with the terms of each of the documents required to be executed and delivered by the Investor in connection
with this subscription for Shares. The execution and delivery by the Investor of, and compliance by the Investor with, this Subscription
Agreement and each other document required to be executed and delivered by the Investor in connection with this subscription for
Shares does not violate, represent a breach of, or constitute a default under, any instruments governing the Investor, any law,
regulation or order, or any agreement to which the Investor is a party or by which the Investor is bound. This Subscription Agreement
has been duly executed by the Investor and constitutes a valid and legally binding agreement of the Investor, enforceable against
it in accordance with its terms.


 


(c)          The
Shares to be acquired hereunder are being acquired by the Investor for the Investor’s own account for investment purposes
only and not with a view to resale or distribution.


 


(d)          The
Investor understands that the Company has filed an election to be treated as a business development company under the Investment
Company Act of , as amended (the “1940 Act”), and has filed an election to be treated as a regulated investment company
within the meaning of Section 851 of the Code, for U.S. federal income tax purposes; pursuant to those elections, the Investor
shall be required to furnish certain information to the Company as required under Treasury Regulations § 1.852-6(a) and other
regulations. If the Investor is unable or refuses to provide such information directly to the Company, the Investor understands
that it shall be required to include additional information on its income tax return as provided in Treasury Regulations §
1.852-7.


 




     


     


    

 


(e)          (i)           The
Investor understands that the offering and sale of the Shares are intended to be exempt from registration under the Securities
Act of 1933, as amended (the “Securities Act”), applicable U.S. state securities laws and the laws of any non-U.S.
jurisdictions by virtue of the private placement exemption from registration pursuant to Regulation D of the Securities Act, exemptions
under applicable U.S. state securities laws and exemptions under the laws of any non-U.S. jurisdictions.


 


(ii)         The
Investor understands that a legend will be placed on any certificate or certificates evidencing the Shares stating that they have
not been registered under the Securities Act and setting forth or referring to the restrictions on transfers and sales thereof.


 


(iii)        The
Investor understands that the offering and sale of the Shares in non-U.S. jurisdictions may be subject to additional restrictions
and limitations and represents and warrants that it is acquiring its Shares in compliance with all applicable laws, rules, regulations
and other legal requirements applicable to the Investor including, without limitation, the legal requirements of jurisdictions
in which the Investor is resident and in which such acquisition is being consummated.


 


(f)           The
Investor has been furnished and has carefully read this Subscription Agreement, each Operative Document, in each case as amended,
restated and/or supplemented through the Closing Date, and a current copy of the Proxy Voting Policies and Procedures of the Adviser.
The Investor has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and
risks of an investment in the Shares, is able to bear the risks of an investment in the Shares and understands the risks of, and
other considerations relating to, a purchase of Shares, including the matters set forth under the caption “Risk Factors”
in the Memorandum.


 


(g)          To
the satisfaction of the Investor, the Investor has been furnished any materials the Investor has requested relating to the Company,
the offering of Shares or any statement made in the Memorandum, and the Investor has been afforded the opportunity to ask questions
of representatives of the Company concerning the terms and conditions of the offering and to obtain any additional information
necessary to verify the accuracy of any representations or information set forth in the Memorandum.


 


(h)          Other
than as set forth in this Subscription Agreement, the Operative Documents and any separate agreement in writing with the Company
executed in conjunction with the Investor’s subscription for Shares, the Investor is not relying upon any other information,
representation or warranty by the Company, its Adviser or any affiliate of the foregoing or any agent of them, written or otherwise,
in determining to invest in the Company and the Investor understands that the Memorandum is not intended to convey tax or legal
advice. The Investor has consulted, to the extent deemed appropriate by the Investor, with the Investor’s own advisers as
to the financial, tax, legal, accounting, regulatory and related matters concerning an investment in Shares and on that basis understands
the financial, tax, legal, accounting, regulatory and related consequences of an investment in Shares, and believes that an investment
in the Shares is suitable and appropriate for the Investor.


 


(i)           If
the Investor is not a “United States Person,” as defined below (a “non-U.S. Person”),


 




     


     


    

 


(a)         the
Investor has heretofore notified the Company in writing of such status. For this purpose, “United States Person” means
a citizen or resident of the United States, a corporation, partnership or other entity created or organized in or under the laws
of the United States or any political subdivision thereof, an estate the income of which is subject to U.S. federal income taxation
regardless of its source, or any trust (A) the administration of which may be subject to the primary supervision of a U.S. court
and (B) the authority to control all of the substantial decisions of which is held by one or more U.S. persons.


 


(b)         The
Investor shall notify the Company immediately if the Investor becomes a United States Person.


 


(c)         The
Investor is acquiring the Shares for its own account for investment purposes only and is not subscribing on behalf of or funding
its commitment with funds obtained from a United States Person.


 


(j)           If
the Investor is, or is acting on behalf of, (i) an “employee benefit plan” (as defined in Section 3(3) of the U.S.
Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) that is subject to Part 4 of Subtitle B of Title
I of ERISA, (ii) a “plan” that is subject to Section 4975 of the Code, (iii) an entity whose underlying assets include
“plan assets” of any employee benefit plan or other plan described in clause (i) or (ii) by reason of such plan’s
investment in the entity or otherwise or (iv) an employee benefit plan subject to federal, state or local law (collectively, “Similar
Law”) similar to Section 406 of ERISA or Section 4975 of the Code (each, a “Plan”), then the person executing
this Subscription Agreement on behalf of the Plan represents and agrees that:


 


(i)          such
person has completed Section D of the Investor Questionnaire, which, without limiting any other assurances in the Investor Questionnaire,
such person hereby specifically represents and agrees is correct and complete;


 


(ii)         such
person is a “fiduciary” of such Plan within the meaning of Section 3(21) of ERISA, Section 4975(e)(3) of the Code or
Similar Law, and such person is authorized and has the discretion to execute the Subscription Agreement (the “Fiduciary”);


 


(iii)        unless
otherwise indicated in writing to the Company, the Plan is not a participant-directed defined contribution plan;


 


(iv)        the
Plan’s investment in the Company has been duly authorized under, and conforms in all respects to, the documents governing
the Plan and the Fiduciary and complies with all applicable requirements of ERISA, the Code or Similar Law;


 


(v)         the
Fiduciary is: (1) responsible for the decision to invest in the Company; (2) independent of the Company, the Adviser
and their respective employees, officers, representatives and affiliates; and (3) qualified to make such investment decision;


 


(vi)        the
Adviser and the Company and their respective employees, officers, representatives and affiliates do not have investment discretion,
and are not otherwise acting in a fiduciary capacity, with respect to the investment of the Plan’s assets in the Company,
and, without limiting the generality of the foregoing, the Fiduciary has not relied on, and is not relying on, any investment advice
or recommendation of any such person with respect to the Plan’s investment in the Company;


 




     


     


    

 


(vii)       the
Plan’s acquisition, holding and disposition of interests in the Company do not and will not constitute or result in a non-exempt
prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or violation of Similar Law;


 


(viii)      the
Fiduciary expressly acknowledges that the Board of Directors has the authority to require the redemption, withdrawal or other cancellation
of any Shares if the Board of Directors determines that the continued holding of such Shares, in the opinion of the Board of Directors,
could result in the Company being subject to ERISA or Section 4975 of the Code;


 


(ix)         the
Fiduciary has been informed about the fee structure of the Company, including, but not limited to, any performance fee or allocation,
and has concluded that such fees are reasonable and the investment in the Company otherwise constitutes a reasonable contract or
arrangement; and


 


(x)         the
Fiduciary acknowledges and agrees that neither the Adviser nor any of its employees, representatives or affiliates will be a fiduciary
with respect to the Plan as a result of the Plan’s investment in the Company, pursuant to the provisions of ERISA, the Code
or any applicable Similar Laws, or otherwise.


 


If applicable,
the Investor has identified its status as a Benefit Plan Investor (as defined below) to the Company in its completed Investor Questionnaire. 
If the Investor has identified to the Company in its completed Investor Questionnaire that it is not currently a Benefit Plan Investor,
but becomes a Benefit Plan Investor, without limiting the remedies available in the event of a breach, the Investor shall forthwith
disclose to the Adviser promptly in writing such fact and also the percentage of such Investor’s equity interests held by
Benefit Plan Investors.  For these purposes, a “Benefit Plan Investor” is (i) an “employee benefit plan”
as defined in and subject to Part 4 of Subtitle B of Title I of ERISA, (ii) a “plan” as defined in and subject to Section
4975 of the Code, and (iii) any entity whose underlying assets are deemed for purposes of ERISA or Section 4975 of the Code to
include “plan assets” by reason of such plan’s investment in the entity or otherwise. Without limiting the remedies
available in the event of a breach, the Investor agrees to notify the Adviser promptly in writing if there is any change in the
percentage of the Investor’s assets that are treated as “plan assets” for purposes of Section 3(42) of ERISA
and any regulations promulgated thereunder as set forth in the Investor Questionnaire to this Subscription Agreement.


 


(k)          If
the Investor is an insurance company and is investing the assets of its general account (or the assets of a wholly owned subsidiary
of its general account) in the Company, it has identified in the Investor Questionnaire whether the assets underlying the general
account constitute “plan assets” under Section 401(c) of ERISA. Without limiting the remedies available in the event
of a breach, the Investor agrees promptly to notify the Company in writing if there is a change in the percentage of the general
account’s assets that constitute plan assets for purposes of ERISA or Section 4975 of the Code, and shall disclose such new
percentage ownership.


 


(l)           The
Investor was offered the Shares through private negotiations, not through any general solicitation or general advertising.


 




     


     


    

 


(m)         Neither
the Investor, nor any of its affiliates or beneficial owners, (i) appears on the list of Specially Designated Nationals and Blocked
Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), the list
of Foreign Sanctions Evaders maintained by OFAC, or any other lists of restricted parties maintained by the U.S. Government, nor
are they otherwise a party with which any entity is prohibited to deal under the laws of the United States, or (ii) is a Person
identified as a terrorist organization on any other relevant lists maintained by governmental authorities. The Investor further
represents and warrants that the monies used to fund the investment in the Shares are not derived from, invested for the benefit
of, or related in any way to, and that no monies or dividends received as a result of the investment in the Shares will be provided
to or for the benefit of, the governments of, or persons within, any country (A) under a U.S. embargo enforced by OFAC, (B) that
has been designated as a “non-cooperative country or territory” by the Financial Action Task Force on Money Laundering
or (C) that has been designated by the U.S. Secretary of the Treasury as a “primary money laundering concern.” The
Investor further represents and warrants that the Investor: (1) has conducted thorough due diligence with respect to all of its
beneficial owners, (2) has established the identities of all beneficial owners and the source of each of the beneficial owner’s
funds and (3) will retain evidence of any such identities, any such source of funds and any such due diligence. The Investor further
represents and warrants that the Investor does not know or have any reason to suspect that (x) the monies used to fund the Investor’s
investment in the Shares have been or will be derived from or related to any illegal activities, including money laundering activities,
and (y) the proceeds from the Investor’s investment in the Shares will be used to finance any illegal activities. The representations
with respect to the Investor’s policies, procedures and records in that certain letter from the Adviser to the Company’s
Custodian (a copy of which was provided to the Investor) are accurate.


 


(n)          None
of the information concerning the Investor nor any statement, certification, representation or warranty made by the Investor in
this Subscription Agreement or in any document required to be provided under this Subscription Agreement (including the Investor
Questionnaire and any forms W-9 or W-8 (W-8BEN, W-8IMY, W-8ECI or W-8EXP),
as applicable, contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the
statements contained therein or herein not misleading.


 


(o)          The
execution, delivery and performance of this Subscription Agreement by the Investor do not and will not result in a breach of any
of the terms, conditions or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, credit agreement,
note or other evidence of indebtedness, or any lease or other agreement, or any license, permit, franchise or certificate, to which
the Investor is a party or by which it is bound or to which any of its properties are subject, or require any authorization or
approval under or pursuant to any of the foregoing, violate the organizational documents of the Investor, or violate in any material
respect any statute, regulation, law, order, writ, injunction or decree to which the Investor is subject. The Investor has obtained
all authorizations, consents, approvals and clearances of all courts, governmental agencies and authorities and such other persons,
if any, required to permit the Investor to enter into this Subscription Agreement and to consummate the transactions contemplated
hereby.


 


6.           Additional
Limitations on Transfer of Shares. The Investor agrees that:


 


(a)          (i)           The
Investor may not transfer any of its Shares unless (A) the Company provides its prior written consent, (B) the Transfer is made
in accordance with applicable securities laws and (C) the Transfer is otherwise in compliance with the transfer restrictions set
forth in Appendix E. No Transfer shall be effectuated except by registration of the Transfer on the Company’s books. Each
transferee must agree to be bound by these restrictions and all other obligations as an Investor in the Company.


 


“Transfer” shall mean sell, offer
for sale, exchange, transfer, assign, pledge, hypothecate or otherwise dispose of.


 




     


     


    

 


(ii)         The
Investor acknowledges and understands that there are other substantial restrictions on the transferability of Shares under this
Subscription Document, the Operative Documents and under applicable law including the fact that (A) there is no established market
for the Shares and it is possible that no public market for the Shares will develop; (B) the Shares are not currently, and Investors
have no rights to require that the Shares be, registered under the Securities Act or the securities laws of the various states
or any non-U.S. jurisdiction and therefore cannot be Transferred unless subsequently registered or unless an exemption from such
registration is available; and (C) the Investor may have to hold the Shares herein subscribed for and bear the economic risk of
this investment indefinitely, and it may not be possible for the Investor to liquidate its investment in the Company.


 


7.           Disclosure
of Investor’s Information. The Investor acknowledges and agrees
that certain non-public information concerning the Investor set forth in this Agreement or otherwise disclosed by the Investor
to the Company, or other agents of the Company, such as the Investor’s name, address, social security number, assets and
income, and information regarding the Investor’s investment in the Company (collectively, the “Information”)
(i) may be disclosed to the Adviser, Administrator, attorneys, accountants and auditors in furtherance of the Company’s business
and to other service providers such as brokers who may have a need for the Information in connection with providing services to
the Company, (ii) to third party service providers or financial institutions who may be providing marketing services to the Company;
provided that such persons must agree to protect the confidentiality of the Information and use the Information only for the purposes
of providing services to the Company, and (iii) as otherwise required or permitted by applicable law. The Company, Adviser and
Administrator restrict access to the Information to its employees who need to know the Information to provide services to the Company
and maintain physical, electronic and procedural safeguards that comply with U.S. federal standards to guard the Information.


 


8.           Compliance
with Laws.


 


(a)          The
Investor shall provide to the Company at any time such information as the Company determines to be necessary or appropriate (A)
to comply with the anti-money laundering laws, rules and regulations of any applicable jurisdiction and (B) to respond to requests
for information concerning the identity of Investors from any governmental authority, self-regulatory organization or financial
institution in connection with its anti-money laundering compliance procedures, or to update such information. Failure to provide
such information upon request may result in the compulsory redemption of the Investor’s Shares.


 


(b)          To
comply with applicable U.S. anti-money laundering laws and regulations, all payments and contributions by the Investor to the Company,
and all payments and distributions to the Investor, shall only be made in the Investor’s name and to and from a bank account
of a bank based or incorporated in or formed under the laws of the United States or that is regulated in and either based or incorporated
in or formed under the laws of the United States and that is not a “foreign shell bank” within the meaning of the U.S.
Bank Secrecy Act (31 U.S.C. § 5311 et seq.), as amended, and the regulations promulgated thereunder by the U.S. Department
of the Treasury, as such regulations may be amended from time to time.


 


(c)          The
Investor understands and agrees that the Company may not accept any amounts from a prospective Investor if such prospective Investor
cannot make the representations set forth above. If an existing Investor cannot make such representations, the Company may require
the withdrawal of such Investor from the Company.


 




     


     


    

 


(d)          The
Investor acknowledges and agrees that, in order to comply with the provisions of the U.S. Foreign Account Tax Compliance Act (“FATCA”)
and avoid the imposition of U.S. federal withholding tax, the Company and Administrator may from time to time require further information
and/or documentation from the Investor and, if and to the extent required under FATCA, the Investor’s direct and indirect
beneficial owners (if any), relating to or establishing such person’s identity, residence (or jurisdiction of formation)
and income tax status, and may provide or disclose such information and documentation to the U.S.
Internal Revenue Service.  The Investor agrees that it shall provide such information and documentation concerning itself
and its beneficial owners, if any, as and when requested by the Company or the Administrator sufficient for the Company to comply
with its obligations under FATCA.  The Investor acknowledges that, if the Investor does not provide the requested information
and documentation, the Company may, at its sole option and in addition to all other remedies available at law or in equity, immediately
redeem such Investor’s Shares, reduce such Investor’s Capital Commitment, prohibit additional investments, decline
or delay any redemption requests by the Investor and/or deduct from such Investor’s account and retain amounts sufficient
to indemnify and hold harmless the Company from any and all withholding taxes, interest, penalties and other losses or liabilities
suffered by the Company on account of the Investor not providing all requested information and documentation in a timely manner. 
The Investor shall have no claim against the Company, the Administrator, the Adviser or any of their respective affiliates for
any form of damages or liability as a result of any of the aforementioned actions.


 


9.           Credit
Facilities. The Investor acknowledges and agrees that the Company
may enter into one or more revolving or other credit facilities with one more syndicates of banks or otherwise incur indebtedness.
In connection therewith, each Investor hereby agrees to cooperate with the Company and provide financial information and other
documentation reasonably and customarily required to obtain such facilities.


 


10.          Dividend
Reinvestment. Notwithstanding anything to the contrary provided
in Section 4, in the event that the Investor has not otherwise elected to receive its dividends in cash and the reinvestment of
any dividend (or any portion thereof) on behalf of the Investor would cause the Investor to hold in aggregate more than three percent
(3%) of the outstanding Shares, the Investor shall be deemed to have elected to receive such dividend (or any portion thereof)
in cash (but only to the extent necessary to avoid the occurrence of the foregoing consequence).


 


11.         Further
Advice and Assurances. All information which the Investor has provided to the Company, including the information in the Investor
Questionnaire, is true, correct and complete as of the date hereof, and the Investor agrees to notify the Company immediately
in writing if any representation, warranty or information contained in this Subscription Agreement or any of the information in
the Investor Questionnaire, becomes untrue at any time. The Investor agrees to provide such information and execute and deliver
such documents with respect to itself and its direct and indirect beneficial owners as the Company may from time to time reasonably
request to determine the eligibility of the Investor to purchase Shares in the Company, to verify the accuracy of the Investor’s
representations and warranties herein, establish the identity of the Investor and the direct and indirect participants in its
investment in Shares, to the extent applicable, to effect any transfer and admission and/or to comply with any law, rule or regulation
to which the Company may be subject, including, without limitation, compliance with anti-money laundering laws and regulations
or for any other reasonable purpose.


 


12.         Power
of Attorney. (a) The Investor, by its execution hereof, hereby irrevocably makes, constitutes and appoints the Company
as its true and lawful agent and attorney-in-fact, with full power of substitution and full power and authority in its name, place
and stead, to make, execute, sign, acknowledge, swear to, record and file:


 


(i)          any
and all filings required to be made by the Investor under the Exchange Act with respect to any of the Company’s securities
which may be deemed to be beneficially owned by the Investor under the Exchange Act;


 




     


     


    

 


(ii)         all
certificates and other instruments deemed advisable by the Company in order for the Company to enter into any borrowing or pledging
arrangement;


 


(iii)        all
certificates and other instruments deemed advisable by the Company to comply with the provisions of this Subscription Agreement
and applicable law or to permit the Company to become or to continue as a business development company and/or regulated investment
company under the Code; and


 


(iv)        all
other instruments or papers not inconsistent with the terms of this Subscription Agreement, which may be required by law to be
filed on behalf of the Company.


 


(b)          With
respect to the Investor and the Company, the foregoing power of attorney:


 


(i)          is
coupled with an interest and shall be irrevocable;


 


(ii)         may
be exercised by the Company either by signing separately as attorney-in-fact for the Investor or, after listing all of the Investors,
executing an instrument, by a single signature of the Company acting as attorney-in-fact for all of them;


 


(iii)        shall
survive the assignment by the Investor of the whole or any fraction of its Shares;


 


(iv)        may
not be used by the Company in any manner that is inconsistent with the terms of this Subscription Agreement and any other written
agreement between the Company and the Investor.


 


13.         Indemnity.
The Investor understands that the information provided herein (including the Investor Questionnaire) shall be relied upon
by the Company for the purpose of determining the eligibility of the Investor to purchase Shares in the Company. To the fullest
extent permitted under applicable law, the Investor agrees to indemnify and hold harmless the Company, the Adviser, the Administrator,
and their affiliates and each partner, member, officer, director, employee and agent thereof, from and against any loss, damage
or liability due to or arising out of a breach of any representation, warranty or agreement of the Investor contained in this
Subscription Agreement (including the Investor Questionnaire) or in any other document provided by the Investor to the Company
or in any agreement executed by the Investor in connection with the Investor’s investment in Shares.


 


14.         Miscellaneous.
This Subscription Agreement is not transferable or assignable by the Investor. Any purported assignment of this Subscription
Agreement shall be null and void. The
representations and warranties made by the Investor in this Subscription Agreement (including the Investor Questionnaire) shall
survive the closing of the transactions contemplated hereby and the dissolution of the Company without limitation as to time.
The Investor Questionnaire, including the representations and warranties contained therein, is an integral part of this Subscription
Agreement, and shall be deemed incorporated by reference herein. This Subscription Agreement may be executed in one or more counterparts,
all of which together shall constitute one instrument. The headings contained in this Subscription Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of this Subscription Agreement. Notwithstanding the
place where this Subscription Agreement may be executed by any of the parties hereto, the parties expressly agree that this Subscription
Agreement shall be governed by and construed in accordance with the laws of the state of Delaware, and the parties hereto submit
to the non-exclusive jurisdiction of the Delaware courts.


 




     


     


    

 


15.         Confidentiality.
The Investor acknowledges that the Memorandum and other information relating to the Company has been submitted to the Investor
on a confidential basis for use solely in connection with the Investor’s consideration of the purchase of Shares. The Investor
agrees that, without the prior written consent of the Company (which consent may be withheld at the sole discretion of the Company),
the Investor shall not (a) reproduce the Memorandum or any other information relating to the Company, in whole or in part, or (b)
disclose the Memorandum or any other information relating to the Company to any person who is not an officer or employee of the
Investor who is involved in its investments, or partner (general or limited) or affiliate of the Investor (it being understood
and agreed that if the Investor is a pooled investment fund, it shall only be permitted to disclose the Memorandum or other information
related to the Company if the Investor has required its investors to enter into confidentiality undertakings no less onerous than
the provisions of this Section 15), except to the extent (1) such information is in the public domain (other than as a result of
any action or omission of the Investor or any person to whom the Investor has disclosed such information) or (2) such information
is required by applicable law or regulation to be disclosed; provided, however, that in the event disclosure is required
pursuant to clause (2), the Investor agrees to (a) inform the Company of the full circumstances of the required disclosure, (b)
consult with the Company as to the possible steps to avoid or limit the required disclosure and to take such steps where they would
not result in material adverse consequences to the Investor and (c) provide the Company with an opportunity to review the contents
of any such disclosure. The Investor further agrees to return the Memorandum and any other information relating to the Company
if no purchase of Shares is made or upon the Company’s request therefore. The Investor acknowledges and agrees that monetary
damages would not be sufficient remedy for any breach of this section by the Investor, and that in addition to any other remedies
available to the Company in respect of any such breach, the Company shall be entitled to specific performance and injunctive or
other equitable relief as a remedy for any such breach.


 


16.          Necessary
Acts, Further Assurances. The parties shall at their own cost and expense execute and deliver such further documents and instruments
and shall take such other actions as may be reasonably required or appropriate to evidence or carry out the intent and purposes
of this Subscription Agreement or to show the ability to carry out the intent and purposes of this Subscription Agreement.


 


17.          No
Joint Liability Among the Company, the Adviser, and the Administrator. The Company shall not be liable for the fulfillment
of any obligation or the accuracy of any representation of the Adviser, or the Administrator under or in connection with this Subscription
Agreement, the Adviser shall not be liable for the fulfillment of any obligation or the accuracy of any representation of the Company,
or the Administrator under or in connection with this Subscription Agreement and the Administrator shall not be liable for the
fulfillment of any obligation or the accuracy of any representation of the Company, or the Adviser under or in connection with
this Subscription Agreement. There shall be no joint and several liability of the Company, the Adviser and the Administrator for
any obligation under or in connection with this Subscription Agreement.


 




     


     


    

 


IN WITNESS WHEREOF, the undersigned has executed
this Subscription Agreement as a deed on the date set forth below.


 


	Date:	 	 	Capital Commitment
	 	 	 	 	 
	 	 	 	100 Million USD ONLY
	 	 	 	 	 
	 	 	   	$ 	100,000,000
	 	 	 	 	 
	 	 	 	INDIVIDUAL INVESTOR:
	 	 	 	 	 
	 	 	 	 
	 	 	 	(Print Name)
	 	 	 	 	 
	 	 	 	 
	 	 	 	(Signature)
	 	 	 	 	 
	 	 	 	 
	 	 	 	(Witnessed By)
	 	 	 	 	 
	 	 	 	PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY, TRUST, CUSTODIAL ACCOUNT, OTHER INVESTOR:
	 	 	 	 	 
	 	 	 	Mercer Audax Credit Feeder Fund LP
	 	 	 	(Print Name of Entity)
	 	 	 	 	 
	 	 	 	By:	  
	 	 	 	(Signature)
	 	 	 	 	 
	 	 	 	 
	 	 	 	(Print Name and Title)
	 	 	 	 	 
	 	 	 	 
	 	 	 	(Witnessed By)




 


	Agreed and accepted:	 
	 	 
	AUDAX CREDIT BDC INC.	 
	 	 
	By:	 	 
	Name:	 
	Title: 	 


 


[Signature Page to Subscription Agreement]


 




     


     


    

 


INVESTOR QUESTIONNAIRE


 


	A.	General Information 	 	 	 
	 	 	 	 	 	 
	1.	Print Full Name of Investor:	 	 	 
	 	 	 	 	 	 
	 	Individual:	 	 	 	 
	 	 	 	First	Middle	Last
	 	 	 	 	 	 
	 	Entity:	 	Mercer
    Audax Credit Feeder Fund LP
	 	 	 	Name of Entity


 


To assist the Company in preparing its tax filings, please check
the category into which you fall:


 


	Partnership	x	Corporation	 ̈
	S-Corporation	 ̈	Estate	 ̈
	Grantor Trust	 ̈	 	 
	Trust-EIN (a trust with an	 	Trust-SSN (a trust with an	 
	EIN in this format: 12-3456789)	 ̈	EIN in this format: 123-45-6789)	 ̈
	IRA-EIN	 ̈	IRA-SSN	 ̈
	Exempt Organization	 ̈	 	 
	LLP	 ̈	LLC	 ̈
	Nominee-EIN	 ̈	Nominee-SSN	 ̈
	Other	 ̈	 	 


 


	Jurisdiction of Organization:	Cayman Islands
	 	 
	Location of Domicile:	Cayman Islands*


 


	2.	U.S. Taxpayer Identification or

Social Security Number:	N/A
	 	 	 
	3.	Date of Birth:	 
	 	 	 
	4.	Primary Contact Person for this Account and for General Notices:


 


	 	Name:	 	 
	 	 	 	 
	 	Address:	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	Telephone:	 	 
	 	 	 	 
	 	Fax:	 	 


 


* Investor is a Cayman Islands exempted limited partnership
that has a US general partner and is beneficially owned by non-US investors. Attached is Form W-8 IMY for the Investor along with
Forms W-8 from beneficial owners and a withholding statement, including tax treaty jurisdictions.


 




     


     


    

 


4.__________________________Residence (if an individual) or
Principal Place of Business (if an entity) of the Investor (no P.O. Boxes, if any):








 


Principal Place of Business:







 


	Address:	 c/o Mercer Investment Management, Inc.
	 	701 Market Street, Suite 1100
	 	Saint Louis, MO 63101




	 	 
	Telephone:  	 (314) 588-2500




	 	 
	Fax:	 (314) 588-2525




	 	 
	E-mail:	 


 


	5.	For distributions of cash, please wire funds to the following bank account:
	 	 	 
	 	Bank Name:	 
	 	 	 
	 	Bank Location:	 
	 	 	 
	 	Account Number:	 
	 	 	 
	 	Account Name:	 
	 	 	 
	 	Bank’s Routing No.:	 
	 	 	 
	 	For further credit to:	 
	 	 	 
	 	(if any)	 
	 	 	 
	 	Reference:	 
	 	 	 
	 	SWIFT Code:	 
	 	 	 
	6.	For distributions in-kind, please:
	 	 	 
	 	Credit securities to my brokerage account at the following firm:
	 	 	 
	 	Firm Name:	 
	 	 	 
	 	Address:	 
	 	 	 
	 	Account Name:	 
	 	 	 
	 	Account Number:	 
	 	 	 
	 	DTC Number:	 


 




     


     


    

 


B.           Regulation
D – Accredited Investor Status


 


The Investor represents and warrants that each equity owner
of the Investor is an “accredited investor” within the meaning of Regulation D under the Securities Act, and has indicated
below each category under which such equity owner qualifies as an “accredited investor.”


 


The Investor is:


 





	 ̈	(i)	an individual who had an income in excess of $200,000 in each of the two most recent years (or joint income with his or her spouse in excess of $300,000 in each of those years) and has a reasonable expectation of reaching the same income level in the coming year;
	 	 	 
	 ̈	(ii)	
        an individual who has a net worth (or joint net worth with his or
        her spouse) in excess of $1,000,000. For purposes of determining the Investor’s net worth, the Investor must exclude the
        value of his or her primary residence and any indebtedness secured by the primary residence up to its fair market value (i.e.,
        any indebtedness secured by the residence that is in excess of the value of the home should be considered a liability and deducted
        from the Investor’s net worth).  The Investor must also subtract from his or her net worth any indebtedness secured
        by his or her primary residence that was obtained within the sixty days preceding the effective date of his or her subscription,
        unless such indebtedness was used to acquire the residence (in which case, the rule set forth in the preceding sentence would govern
        the application of such indebtedness when calculating the Investor’s net worth);

         

	 ̈	(iii)	a broker or dealer registered pursuant to Section 15 of the Exchange Act;
	 	 	 
	 ̈	(iv)	a bank as defined in Section 3(a)(2) of the Securities Act or any savings and loan association as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity;
	 	 	 
	 ̈	(v)	
        an insurance company as defined in Section 2(a)(13) of the Securities
        Act;

         

	 ̈	(vi)	an investment company registered under the 1940 Act;
	 	 	 
	 ̈	(vii)	an Individual Retirement Account (“IRA”) or revocable trust and the individual who established the IRA or each grantor of the trust is an accredited investor on the basis of (i) or (ii) above;
	 	 	 
	 ̈	(viii)	a self-directed pension plan and the participant who directed that assets of his or her account be invested in the Company is an accredited investor on the basis of (i) or (ii) above and such participant is the only participant whose account is being invested in the Company;
	 	 	 
	 ̈	(ix)	a pension plan which is not a self-directed plan and which has total assets in excess of $5,000,000;
	 	 	 
	 ̈	(x)	a trust which consists of a single trust (a) with total assets in excess of $5,000,000, (b) which was not formed for the specific purpose of investing in the Company and (c) whose purchase is directed by a person who has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of the prospective investment;







 




     


     


    

 





	x	(xi)	a corporation, a partnership, a limited liability company or a Massachusetts or similar business trust, that was not formed for the specific purpose of acquiring an interest in the Company, with total assets in excess of $5,000,000;
	 	 	 
	 ̈	(xii)	an organization described in Section 501(c) of the Code, and exempt from U.S. income tax pursuant to Section 501(a) of the Code with total assets in excess of $5,000,000;
	 	 	 
	 ̈	(xiii)	an entity in which all of the equity owners are accredited investors;
	 	 	 
	 ̈	(xiv)	 (A) a business development company as defined in Section 2(a)(48) of the 1940 Act or (B) a Small Business Investment Fund licensed by the United States Small Business Administration under Section 301(c) or (d) of the Small Business Investment Company Act of 1958;
	 	 	 
	 ̈	(xvi)	a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended;
	 	 	 
	 ̈	(xvii)	a director or executive officer of the Company; or
	 	 	 
	 ̈	(xviii)	none of the above applies (further information may be required).







 


Check all applicable categories.


 




     


     


    

 


C.           Qualified
Purchaser Status


 


Qualified Purchaser Status. 
Please mark the appropriate box next to each description applicable to the Investor:


 





		(1)	 ̈   A natural person (including any person who will hold a joint, community property, or other similar shared ownership interest in the Company with that person’s qualified purchaser spouse) who owns at least $5,000,000 in “Investments” (as defined in Rule 2a51-1 under the 1940 Act).


 


		(2)	 ̈   A company* that owns at least $5,000,000 in Investments and that is owned directly or indirectly by or for two or more natural persons who are related as siblings or spouse (including former spouses), or direct lineal descendants by birth or adoption, spouses of such persons, the estates of such persons, or foundations, charitable organizations, or trusts established by or for the benefit of such persons.


 


		(3)	 ̈   A trust that is not covered by clause (2) above, and that was not formed for the specific purpose of investing in the Company, as to which the trustee or other person authorized to make decisions with respect to the trust, and each settlor or other person who has contributed assets to the trust, is a person described in clause (1), (2), or (4) below.


 


		(4)	x   A person (including a company), acting for its own account or the accounts of other qualified purchasers, who in the aggregate owns and invests on a discretionary basis, not less than $25,000,000 in Investments.


 


		(5)	 ̈   A natural person (including any person who will hold a joint, community property, or other similar shared ownership interest in the Company with that person’s qualified purchaser spouse) who owns at least $5,000,000 in Investments.


 


		(6)	 ̈   A “Qualified Institutional Buyer” as defined in Rule 144A under the Securities Act (as that term is modified by the limitations imposed thereon by Rule 2a51-1(g)(1) under the 1940 Act).


 


		(7)	 ̈   A company, regardless of the amount of its Investments, where each of the beneficial owners of securities issued by such company is a person described in clause (1), (2), (3), (4), or (5).  (If this item is checked, please contact the Company.  Additional requirements may apply.) 







  


 






		*	For purposes of this Question, “company” includes
a corporation, a partnership, an association, a joint-stock company, a trust or a fund.  In order to be a “qualified
purchaser” any company that both (i) would, but for an exception provided in Sections 3(c)(1) or 3(c)(7) of the 1940 Act,
be an investment company and (ii) was in existence prior to May 1, 1996, must have complied with the consent provisions of Section
2(a)(51)(C) of the 1940 Act.



 




     


     


    

 


D.           Required
Supplemental Data


 


1.            Is
the Investor, or is the Investor acting (directly or indirectly) on behalf of or using the assets of, a person that is or will
be a Benefit Plan Investor (as defined below)?


 


	 ̈ Yes	x No


 


A “Benefit Plan Investor” is as defined in 29 C.F.R.
Section 2510.3-101, as modified by Section 3(42) of the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”)
(the “Plan Asset Regulation”) and includes (i) an “employee benefit plan” subject to Part 4, Subtitle B
of Title I of ERISA, (ii) a “plan” subject to Section 4975 of the Code, and (iii) any entity whose underlying assets
include “plan assets” by reason of such employee benefit plan’s or other plan’s investment in the entity
or otherwise. A Benefit Plan Investor can also include an insurance company general account the assets of which are considered
for purposes of ERISA or Section 4975 of the Code to be assets of a Benefit Plan Investor.


 


2.          If
the Investor is, or is acting (directly or indirectly) on behalf of or using the assets of, a person that is or will be a Benefit
Plan Investor, the Investor is:


 


	 ̈ (a)	an “employee benefit plan” or trust that is subject to Part 4, Subtitle B of Title I of ERISA;
	 	 
	 ̈ (b)	a “plan” to which Section 4975 of the Code applies;
	 	 
	 ̈ (c)	an entity (other than an insurance company general account) whose underlying
	 	assets include “plan assets” by reason of an employee benefit plan’s or other plan’s investment in the entity or otherwise for purposes of ERISA or Section 4975 of the Code;
	 	 
	 	If Item 2(c) above is applicable, insert the maximum percentage of the assets of the entity that constitutes or may in the future constitute “plan assets” during the period of its investment in the Company:
	 	 
	 	_________%
	 	 
	 ̈ (d)	An insurance company using assets of its general account (directly or through subsidiaries) that are subject to ERISA or Section 4975 of the Code (including, without limitation, by virtue of Section 401(c) of ERISA).
	 	 
	 	If Item 2(d) above is applicable, insert the maximum percentage of the general account as a whole that constitutes or may in the future constitute “plan assets” during the period of its investment in the Company:
	 	 
	 	_________%




 


Without limiting the remedies available
in the event of a breach, the Investor agrees promptly to notify the Adviser in writing if there is a change in the percentage
set forth above, or any other response above, at such time or times as the Adviser may request.


 




     


     


    

 


3.            If
the Investor is not subject to Title I of ERISA or Section 4975 of the Code, indicate whether or not such Investor is subject to
any other federal, state, local, non-U.S. or other laws or regulations that could cause the underlying assets of the Company to
be treated as assets of the Investor by virtue of its investment in the Company and thereby subject the Company and the Adviser
(or other persons responsible for the investment and operation of the Company’s assets) to laws or regulations that are similar
to Section 406 of ERISA or Section 4975 of the Code.


 


	 ̈ Yes	x No


 


E.           Certain Unregistered Private Investment
Companies:


 


Is the Investor a private investment company
which is not registered under the 1940 Act in reliance on:


 


	Section 3(c)(1) thereof?	 ̈ Yes	x No
	 	 	 
	Section 3(c)(7) thereof?	x Yes	 ̈ No


 


F.           Controlling
Persons:


 


Is the undersigned or will the undersigned
be a person (including an entity) that has discretionary authority or control with respect to the assets of the Company or a person
who provides investment advice with respect to the assets of the Company or an “affiliate” of such a person? For purposes
of this representation and agreement, an “affiliate” is any person controlling, controlled by or under common control
with any such person, including by reason of having the power to exercise a controlling influence over the management or policies
of such person.


 


	 ̈ Yes	x No


 


G.           Related
Parties/Other Beneficial Interests:


 


1.            To
the best of the Investor’s knowledge, does the Investor control, or is the Investor controlled by or under common control
with, any other Investor in the Company?


 


	 ̈ Yes	x No


 


If the question above was answered
“Yes,” please indicate the name of such other investor in the space below:


 


____________________________________


 


2.            Will
any other person or persons have a beneficial interest in the Shares to be acquired hereunder (other than as a shareholder, partner,
policy owner or other beneficial owner of equity interests in the Investor)? (By way of example, and not limitation, “nominee”
Investors or Investors who have entered into swap or other synthetic or derivative instruments or arrangements with regard to the
Shares to be acquired herein would check “Yes”)


 


	 ̈ Yes	x No


 


If either question above was
answered “Yes,” please contact the Administrator for additional information that will be required.


 




     


     


    

 


H.           BHC
Investor Status:


 


Is
the Investor a “BHC Investor”?1


 


	 ̈ Yes	
        x
        No



 


[remainder of page intentionally left blank]


 


 






1 A
“BHC Investor” is defined as an Investor that is a bank holding company, as defined in Section 2(a) of the Bank Holding
Company Act of 1956, as amended (the “BHC Act”), a non-bank subsidiary (for purposes of the BHC Act) of a bank
holding company, a foreign banking organization, as defined in Regulation K of the Board of Governors of the Federal Reserve System
(12 C.F.R. § 211.23) or any successor regulation, or a non-bank subsidiary (for purposes of the BHC Act) of a foreign banking
organization which subsidiary is engaged, directly or indirectly in business in the United States and which in any case holds Shares
for its own account.


 




     


     


    

 


	 	Signatures:
	 	 
	 	INDIVIDUAL:
	 	 
	 	 
	 	(Signature)
	 	 
	 	 
	 	(Print Name)
	 	 
	 	PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY, TRUST, CUSTODIAL ACCOUNT, OTHER:
	 	 	 
	 	Mercer Audax Credit Feeder Fund LP
	 	(Name of Entity)
	 	 	 
	 	By:	            
	 	(Signature)
	 	 
	 	 
	 	(Print Name and Title)


 




     


     


    

 


APPENDIX A


 


[CERTIFICATE OF INCORPORATION]


 




     


     


    

 


APPENDIX B


 


[BYLAWS]


 




     


     


    

 


APPENDIX C


 


[FORM OF ADVISORY AGREEMENT]


 




     


     


    

 


APPENDIX D


 


[FORM OF ADMINISTRATION AGREEMENT]


 




     


     


    

 


APPENDIX E


 


TRANSFER RESTRICTIONS


 


No Transfer of the Investor’s Capital Commitment or all
or any fraction of the Investor’s Shares may be made without (i) registration of the Transfer on the Company books and (ii)
the prior written consent of the Administrator. In any event, the consent of the Company may be withheld (x) if the creditworthiness
of the proposed transferee, as determined by the Company in its sole discretion, is not sufficient to satisfy all obligations under
the Subscription Agreement or (y) unless, in the opinion of counsel (who may be counsel for the Company or the Investor) satisfactory
in form and substance to the Company:


 


		·	such Transfer would not violate the Securities Act, the 1940 Act or any state (or other jurisdiction) securities or “Blue
Sky” laws applicable to the Company or the Shares to be Transferred; and



 


		·	such Transfer would not be a “prohibited transaction” under ERISA or the Code or the regulations promulgated thereunder
or cause all or any portion of the assets of the Company to constitute “plan assets” under ERISA, certain Department
of Labor regulations or Section 4975 of the Code.



 


The Investor agrees that it shall
pay all reasonable expenses, including attorneys’ fees, incurred by the Company in connection with any Transfer of
all or any fraction of its Shares, prior to the consummation of such Transfer.


 


Any person that acquires all or any fraction of the Shares of
the Investor in a Transfer permitted under this Appendix E shall be obligated to pay to the Company the appropriate portion of
any amounts thereafter becoming due in respect of the Capital Commitment committed to be made by its predecessor in interest. The
Investor agrees that, notwithstanding the Transfer of all or any fraction of its Shares, as between it and the Company it shall
remain liable for its Capital Commitment prior to the time, if any, when the purchaser, assignee or transferee of such Shares,
or fraction thereof, becomes a holder of such Shares.


 


The Company shall not recognize for any purpose any purported
Transfer of all or any fraction of the Shares and shall be entitled to treat the transferor of Shares as the absolute owner thereof
in all respects, and shall incur no liability for distributions or dividends made in good faith to it, unless the Company shall
have given its prior written consent thereto and there shall have been filed with the Company a dated notice of such Transfer,
in form satisfactory to the Company, executed and acknowledged by both the seller, assignor or transferor and the purchaser, assignee
or transferee, and such notice (i) contains the acceptance by the purchaser, assignee or transferee of all of the terms and provisions
of this Subscription Agreement and its agreement to be bound thereby, and (ii) represents that such Transfer was made in accordance
with this Subscription Agreement, the provisions of the Memorandum and all applicable laws and regulations applicable to the transferee
and the transferor.


 




     


     


    

 


EXHIBIT A


 


CIP MATRIX


 


To help the government fight the funding of
terrorism and money laundering activities, U.S. federal law requires certain financial institutions to obtain, verify, and record
information that identifies each person who opens an account.


 


The Company may reject your subscription if
the required identifying information is not provided.


 


Each Investor must provide the following information
and documents to the Administrator in order to satisfy its anti-money laundering program:


 


	Non-U.S. Persons:
	 
	
         In addition to the specific requirements listed below, Non-U.S.
        Investors must also:

         

         1.           Provide
        a translation for any documents not in English.

         

         2.           (Other
        than individual Non-U.S. Persons) Provide a statement of account purpose, including: (a). Nature of the customer’s business
        and the market it serves; (b) Account purpose/Is the account being established on behalf of the customers’ customers? (c)
        Anticipated account activity

         



 


(Note: If an
asterisk (*) appears next to an item listed below, the item is optional.)


 


	Type of Investor	 	Identification Information	 	Verification Information
	
        Individual

         

        Individuals include owners
        of individual accounts, both individual owners of joint accounts and power of attorney
	 	
        1.        Name
        of investor

        2.        Physical
        address and mailing address (if different)

        3.        Date
        of Birth

        4.        Social
        Security Number

        5.        Signed
        subscription document

        6.        List
        of authorized signers (other than investor, if any)

        7.        Source
        of Wealth*

        8.        Telephone
        number*

        9.        Occupation
        *

        10.      Employer
        *

        11.      Email
address/website *
	 	
        Copy of either:

        1. Passport OR

        2. Photo Drivers license OR

        3. Other government–issued
        photo ID

         

        Note: Non-Documentary methods
        (i.e., PA compliance) may also be utilized for verification.

         



 




     


     


    

 


	Type of Investor	 	Identification Information	 	Verification Information
	
        Private Corporation

         

        Private Corporation includes Limited
        Liability Companies (LLC)
	 	
        1.        Name
        of corporation

        2.        Beneficial
        Owners with more than 20% interest

        3.        Physical
        address & mailing address (if different)

        4.        U.S.
        TIN or other government ID number (accompanied by a description of the type of identification and the name of the issuing government
        body)

        5.        Signed
        subscription document

        6.        List
        of Authorized Signers

        7.        Nature
        of business

        8.        Source
        of Wealth*

        9.        Telephone
        number*

        10.      Email
        address/website *

         
	 	
        Copy of either:

        1. Certificate of Incorporation OR

        2. Certificate of good standing OR

        3. Government issued business license

         

        Note: Non-Documentary methods (i.e.

        PA compliance) may also be utilized for

        verification.

         

        Foreign Banks: a Shell Bank certification must be supplied

         

	U.S. Public Corporation	 	
        1.        Name
        of corporation

        2.        Physical
        address & mailing address (if different)

        3.        U.S.
        TIN or other government ID number

        4.        Signed
        subscription document

        5.        List
        of Authorized Signers

        6.        Source
        of Wealth*

        7.        Telephone
        number*

        8.        Email
        address/website *

         
	 	
        Obtain:

        Ticker Symbol

         

	
        Partnerships

         

        Partnerships include Limited Partnership
        (LP)
	 	
        1.        Name
        of partnership

        2.        Partners
        with more than 20% interest

        3.        Physical
        address & mailing address (if different)

        4.        U.S.
        TIN or other government ID number

        5.        Signed
        subscription document

        6.        List
        of Authorized Signers

        7.        Nature
        of business

        8.        Source
        of Wealth*

        9.        Telephone
        number*

        10.      Email
        address/website *

         
	 	
        Copy of:

        1. Partnership/Membership Agreement

         

        Note: Non-Documentary methods (i.e. PA compliance) may also
        be utilized for verification.

         

        Non-U.S.-Based Partnerships:

        Copy of:

        1. An unexpired government-issued
        photo drivers license or other government-issued ID for all managing or general partner(s)

        2. If the GP/managing partner is
        a business entity, U.S. TIN or other government ID number with a description of the type of the identification and the name of
        the issuing body

         



 




     


     


    

 


	Type of Investor	 	Identification Information	 	Verification Information
	U.S. Non-Profit	 	
        1.        Name
        of entity

        2.        Physical
        address & mailing address (if different)

        3.        U.S.
        TIN or other government ID number

        4.        Signed
        subscription document

        5.        List
        of Authorized Signers

        6.        Nature
        of business

        7.        Source
        of Wealth*

        8.        Telephone
        number*

        9.        Email
        address/website *

         
	 	
        Copy of:

        1. IRS Determination Letter

         

        Note: Non-Documentary methods are not an acceptable backup for
        Non-Profits; IRS Determination Letter must be obtained.

         

	Trust	 	
        1.        Name
        of trust

        2.        List
        of Trustee(s)

        3.        Physical
        address & mailing address (if different)

        4.        U.S.
        TIN or other government ID number

        5.        Signed
        subscription document

        6.        Name
        of maker of trust (grantor/trustor)

        7.        List
        of principal beneficiaries

        8.        Source
        of Wealth*

        9.        Telephone
        number of Trust*

        10.      Successor
        Trustee*

        11.      Email
        address/website *

         
	 	
        Copy of:

        1. Trust deed

         

        Note: Non-Documentary methods are not an acceptable backup for
        Trusts; Trust deed must be obtained.

         

         

	
        Investor declared as exempt from CIP

         

        (ERISA Plan, Governmental Agency, Financial
        Institution subject to Section 352 of the USA PATRIOT Act or Publicly Traded Companies listed on the New York Stock Exchange &
        Nasdaq)
	 	
        1.        Name
        of entity

        2.        Physical
        address & mailing address (if different)

        3.        U.S.
        TIN or other government ID number

        4.        Signed
        subscription document

        5.        List
        of authorized signers

        6.        Telephone
        number *

        7.        Email
        address/website *

         
	 	
        Copy of:

        1.    If ERISA – copy of
        IRS letter or IRS form 5500 or plan document

        2.    If Governmental Agency –
        website research or alternative informational source

        If Financial Institution subject
        to Section 352 of the USA PATRIOT Act certificate # for bank on FDIC website or look up CRD# for a Broker Dealer on the FINRA.org
        website

        4.    If
        publicly traded company listed on the New York Stock Exchange or Nasdaq – Ticker symbol in order to research in Bloomberg



 




     


     


    

 


Individuals Associated with U.S. Entities


 


In addition to the identification verification performed on
the entity (i.e. LLC, LP, trust), verification of the identities of the individuals listed below must also be performed, where
applicable, as specified in the table.


 


		·	Beneficial Owners with more than 20% interest of Private Companies and Limited Liability Companies (LLC)



		·	Partners with more than 20% interest of all Partnerships including Limited Partnerships (LP)



		·	Trustees



 


	Identification Information	 	Verification Information
	
        1.      Name

        2.      Physical
        address & mailing address (if different)

        3.      Date
        of birth

        4.      U.S.
        TIN or other government ID number
	 	
        Copy of:

        1. Passport OR

        2. Photo drivers license OR

        3. Other government-issued
        photo ID

         

        Note: Non-Documentary methods
        (i.e. PA compliance) may also be utilized for verification.



 




     


     


    

 


Exhibit
C


 


Contact
Information Sheet for Mercer Audax Credit Feeder Fund, LP


 


Primary Contact:


Harry Leggat


Mercer


701 Market Street


Suite 1100


St. Louis, MO 63101


Phone: (314) 588-2500


Email: harry.leggatt@mercer.com


 


CC Contacts (for all correspondence, including statements,
tax forms, legal documents, audits, performance letters, etc.):


 


	
        Kristin Ferrer

        Mercer

        701 Market Street

        Suite 1100

        St. Louis, MO 63101

        Phone: (314) 588-2500

        Email: kristin.ferrer@mercer.com
	
        Zoya Filippova

        Mercer

        701 Market Street

        Suite 1100

        St. Louis, MO 63101

        Phone: (314) 588-2500

        Email: zoya.fllippova@mercer.com

	 	 
	
        Maxwell C. Bauer

        Mercer

        701 Market Street

        Suite 1100

        St. Louis, MO 63101

        Phone: (314) 588-2500

        Email: maxwel1.bauer@mercer.com
	
        Geraldine Arnold

        Mercer

        701 Market Street

        Suite 1100

        St. Louis, MO 63101

        Phone: (314) 588-2500

        Email: geraldine.amold@mercer.com

	 	 
	
        David Greenberg

        Mercer

        701 Market Street

        Suite 1100

        St. Louis, MO 63101

        Phone: (314) 588-2500

        Email: david.greenberg.@mercer.com
	
        David Kowalczyk

        Mercer

        701 Market Street

        Suite 1100

        St. Louis, MO 63101

        Phone: (314) 588-2500

        Email: david.kowalczyk@mercer.com

	 	 
	
        Eric Rudy

        Mercer

        701 Market Street

        Suite 1100

        St. Louis, MO 63101

        Email: eric.rudy@mercer.com
	
        Bill Muysken

        Mercer

        I Tower Place West

        London EC3R 5BU, UK

        Phone : +44 (0)20 7178 5519

        Email : bill.muysken@mercer.com

	 	 
	
        Garvan McCarthy

        Mercer

        I Tower Place West

        London EC3R 5BU, UK

        Phone : +44 (0)20 7178 5785

        Email: garvan.mccarthy@mercer.com
	
        IFS, A State Street Company

        Attn: Nicole Kelleher

        100 Huntington Ave

        Copley Plaza Tower

        Boston, MA 02206

        Phone: (617) 662-7125

        Email: MercerNAV@ifs.statestreet.com



 




     


     


    

 


EXHIBIT
D


 


WIRE
INSTRUCTIONS FOR MERCER AUDAX CREDIT FEEDER FUND, LP


 


Please
update your records with the following wire instructions for Mercer Audax Credit Feeder Fund, LP


 


 


	USD
        Cash Instructions

         

        State
        Street Bank and Trust Company, Boston

        One
        Lincoln Street

        Boston,
        MA, USA

        02111

         

        ABA#:
        011000028

        DDA#:
        10631877

        Acct
        Name: Mercer Audax Credit Feeder Fund, Ltd

        Ref:
        MEP2



 


	DTC
        Settlement Instructions

         

        State
        Street Bank

        Participant
        #: 997

        Agent
        Bank #: 26022

        FINS
        ID#: 58873

        FFC:
        SSC Fund MEP1