Exhibit 10.6


 


 


Lafayette Square Empire BDC, Inc.


[●]


 


SUBSCRIPTION AGREEMENT


 


 



 


 


 


THE SHARES OF EACH COMPANY HAVE NOT BEEN REGISTERED
UNDER THE U.S. SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS
OF ANY STATES OR OTHER JURISDICTIONS. THE SHARES ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND THE REGISTRATION AND QUALIFICATION REQUIREMENTS OF SUCH LAWS. THE SHARES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY
AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND SUCH LAWS PURSUANT TO REGISTRATION,
QUALIFICATION OR EXEMPTION THEREFROM. THE SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR BY
ANY STATE OR OTHER SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED
THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING MATERIALS, AND ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.


 


SUBSCRIPTION AGREEMENT


 


Ladies and Gentlemen:


 


This Subscription Agreement
(“Subscription Agreement”) is being executed and delivered in connection with the subscription by the undersigned
(as defined below, “you” or the “Subscriber”) to purchase the number of shares of common stock,
par value $0.001 per share (the “Shares”), of the specific Company or Companies indicated on the signature page attached
hereto, through periodic calls of all or a portion of capital amounts of the Subscriber’s aggregate capital commitment (the “Commitment”)
in the amount set forth on the signature page below. Capitalized terms used herein shall have the same meanings herein as defined in
the relevant Company’s Confidential Private Placement Memorandum (as amended, restated and/or supplemented from time to time, the
 “Memorandum”), unless otherwise defined herein.


 


In addition to completing
and signing the signature page to this Subscription Agreement, each Subscriber must complete any necessary attachments contained in this
package (such attachments, together with the Subscription Agreement, the “Subscription Documents”) in the manner described
below. For purposes of these Subscription Documents, the “Subscriber” is the individual or entity for whose account
the Shares shall 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 Subscriber, but should indicate the
capacity in which it is doing so and the name of the Subscriber. All appendices to this Subscription Agreement are incorporated by reference
herein.


 



     


     


    

 





(a)         Investor
Questionnaire. Complete Appendix A attached to this Subscription Agreement.


 


(b)        Tax
Forms. Fill in, sign (print name and title of authorized signatory, if applicable) and
date the attached Form W-9. Each non-U.S. investor is required to fill in and date the relevant Form(s) W-8 (W-8BEN, W-8BEN-E, W-8IMY,
W-8ECI or W-8EXP), as applicable, in accordance with the instructions to such Form (please use
the most recent version of the applicable tax form). These tax forms are available on request from the Company and may also be obtained
from www.irs.gov. In the event that any applicable reduction or exemption from U.S. federal withholding tax is claimed,
each Subscriber is required to provide all applicable attachments or addendums as required to claim such exemption or reduction.


 


(c)          Evidence
of Authorization. Each Subscriber must provide satisfactory evidence of authorization and may be required to submit further information
for “know your customer” and anti-money laundering purposes.


 


(i) For Corporations: certified
documentation evidencing the corporation’s existence and certified corporate resolutions authorizing the subscription and identifying
the corporate officer empowered to sign the Subscription Documents.


 


(ii) For Partnerships: certified
documentation evidencing the partnership’s existence and a certified copy of the partnership agreement (which, in the case of a
limited partnership, identifies the general partner(s)).


 


(iii) For Limited Liability
Companies: certified documentation evidencing the limited liability company’s existence and a certified copy of the limited liability
operating agreement identifying the manager or managing member, as applicable, empowered to sign the Subscription Documents.


 


(iv) For Trusts:
a copy of the trust agreement.


 


(v) 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.


 


(d)          Delivery
of Subscription Documents. One (1) original completed and executed copy of the Subscription Agreement and all of the documents referred
to in clauses (a) through (c) above, should be delivered to the Company at the address set forth at the beginning of this Subscription
Agreement.


 


(e)          Acceptance
by the Company. If the Company accepts the Subscriber’s subscription (in whole or in part), a fully executed set of the Subscription
Documents shall be returned to the Subscriber. The Company may accept and countersign this Subscription Agreement (in whole or in part)
at any time.


 


1.            Subscription.


 


(a)          The
Subscriber acknowledges and agrees that this subscription (i) is irrevocable on the part of the Subscriber, (ii) is conditioned upon
acceptance by the relevant Company or Companies and (iii) may be accepted or rejected in whole or in part by the relevant Company or
Companies in its or their sole discretion at any time. The Subscriber agrees to be bound by all the terms and provisions of this Subscription
Agreement, each applicable Memorandum, each Company’s bylaws, in the form attached hereto as Appendix B (as amended and
restated from time to time, the “Bylaws”), the Certificate of Incorporation of each Company, in the form attached
hereto as Appendix C (as amended and restated from time to time, the “Charter”), each Investment Advisory Agreement
by and between LS BDC Adviser, LLC (the “Adviser”) and each Company, in the form attached hereto as Appendix D
(as amended, the “Advisory Agreement”), and each Administration Agreement by and between each Company and LS Administration,
LLC (the “Administrator”), in the form attached hereto as Appendix E (as amended, the“Administration
Agreement” and, together with the Memorandum, the Bylaws, the Charter and the Advisory Agreement, the “Operative Documents”).


 






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(b)          
In reliance upon the representations and warranties contained in this Subscription Agreement, you
irrevocably subscribe for and agree to purchase Shares, on the terms and conditions described in this Subscription Agreement and in the
Operative Documents, for an aggregate purchase price equal to the portion of your requested Commitment to each Company that is accepted
by each such Company under the terms and conditions set forth herein. You agree to fund a capital contribution to purchase Shares (up
to the amount of your Undrawn Commitment, as defined below) each time each such Company delivers a drawdown notice (the “Drawdown
Notice”) to you, which notice shall be delivered in respect of such Commitment at least 10 business days (as defined in Rule
14d-1 under the U.S. Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the “Exchange
Act”) (“Business Days”)) prior to the required funding date (each,
a “Drawdown Date,” which, for the avoidance of doubt, excludes any Catch-Up Date (as defined below)). New Shares shall
be issued on each Drawdown Date or Catch-Up Date, in respect of the applicable drawdown. The minimum Commitment is $1,000,000.00,
subject to the discretion of the Company to accept a lower amount.


 


(c)     
    The delivery of a Drawdown Notice to the Subscriber shall be the sole and exclusive
condition to the Subscriber’s obligation to pay the Drawdown Purchase Price or Catch-Up Purchase Price (as defined below)
(or portion thereof), as applicable, identified in each Drawdown Notice.


 


(d)          Each
relevant Company shall file or has filed a registration statement on Form 10 (as amended from time to time, the “Registration
Statement”) for the registration of its common stock with the U.S. Securities and Exchange Commission (the “SEC”)
under the Exchange Act. The Registration Statements are not the offering documents pursuant to which the Companies are conducting this
offering of securities. Accordingly, the Subscriber should rely exclusively on information contained or incorporated by reference in
the Memorandum, together with reports the Companies may file under the Exchange Act from time to time, in making its investment decisions.
The Companies have entered into or expects to enter into separate Subscription Agreements (the “Other Subscription Agreements”
and, together with this Subscription Agreement, the “Subscription Agreements”) with other investors (the “Other
Investors,” and together with the Subscriber, the “Investors”), providing for the sale of Shares to the
Other Investors. This Subscription Agreement and the Other Subscription Agreements are separate agreements, and the sales of Shares to
the undersigned and the Other Investors are to be separate sales.


  


2.           Acceptance
of Subscription; Closings.


 


This Subscription Agreement
is made subject to the following terms and conditions:


 


(a)          Each
Company shall have the right, in its absolute discretion, to reject this subscription in whole
or in part, in any order (relative to Other Investors), at any time for any reason, including, without limitation, (i) the inability
of the Subscriber to meet the standards imposed by Regulation D promulgated by the SEC under the U.S. Securities Act of 1933, as
amended (together with the rules and regulations thereunder, the “Securities Act”), (ii) the ineligibility of the
Subscriber under applicable state or foreign securities laws or (iii) for any other reason, notwithstanding
prior receipt by you of notice of acceptance of your subscription.


 


(b)          If
the Subscriber’s subscription is accepted in part and rejected in part, the Subscriber shall be so notified and the Subscriber
agrees to deliver promptly upon a Company’s request a new signature page to this Subscription Agreement with respect to which the
Subscriber’s Commitment shall be such lesser amount as may be determined by a Company.


 


(c)          If
the Subscriber’s subscription is wholly rejected, the executed copies of this Subscription Agreement shall be returned to the Subscriber.


 


(d)          The
closing of the subscription for the Shares by the Subscriber (the “Closing”) shall take place on the date that this
Subscription Agreement (having been properly and fully completed and signed by the Subscriber) is accepted in whole or in part by the
relevant Company or Companies (the date of such acceptance, which shall be indicated on the signature
page hereto, being hereinafter referred to as the “Closing Date”).


 






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(e)         Each
Company may hold, subject to the sole discretion of such Company’s Board of Directors (the “Board”), and expects
to hold, a number of closings subsequent to the Initial Drawdown Date (as defined below) (each date on which a subsequent closing is
held, a “Subsequent Closing Date”). In the event that the Subscriber is permitted by such Company to increase
its Commitment on any Subsequent Closing Date, the Subscriber shall be required to enter into an addendum to this Subscription Agreement
covering such additional capital commitment and shall be treated as if it were making a new capital commitment to such Company and be
required to pay the relevant Catch-Up Purchase Price (as defined below) on one or more of the subsequent Catch-Up Dates in
accordance with Section 3(c) below.


 


(f)          The
Subscriber agrees to provide any information reasonably requested by a Company to verify the accuracy of the representations contained
herein, including the Investor Questionnaire attached hereto as Appendix A (the “Investor Questionnaire”).


 


(g)        Unless
otherwise communicated to Subscriber by a Company, including through a Memorandum, Subscriber’s subscription will be deemed accepted
by the relevant Company upon the earlier of the following: (a) the execution of a counterpart signature page to this Subscription Agreement
by or on behalf of the Company and (b) two (2) Business Days prior to the time Shares are first issued to Subscriber. Subscriber acknowledges
and agrees that if Subscriber’s subscription to purchase such Shares is accepted in whole or in part, (a) Subscriber will, with
no further action on Subscriber’s part, become a Shareholder, (b) Subscriber agrees with the Company, with the other Shareholders
of the Company and with other subscribers admitted to the Company either at or after the date of Subscriber’s admission that, with
effect from such admission, Subscriber and such persons will be bound by and will comply with the provisions, terms and obligations of
an investment in the Company as described in the Memorandum, the Charter and the Bylaws, and (c) Subscriber will be irrevocably and unconditionally
obligated to purchase Shares, at the times and as contemplated by the Charter, the Bylaws and the Memorandum, in a total amount equal
to the amount of the accepted portion of the “Capital Commitment” listed in this Subscription Agreement.


 


3.            Capital
Drawdowns


 


(a)       Share
Issuances and Related Definitions. Subject to the provisions of this Section 3, you agree that
on each Drawdown Date (other than the Initial Drawdown Date, as set forth in Section 3(b)), you shall purchase from each relevant Company,
and each such Company shall issue to you, a number of Shares equal to the Drawdown Share Amount (as defined below) at an aggregate price
equal to the Drawdown Purchase Price (as defined below); provided, however, that in no circumstance shall you be required
to purchase Shares for an amount in excess of your Undrawn Commitment.


 


On
each Drawdown Date or Catch-Up Date, you shall pay the Drawdown Purchase Price or Catch-Up Purchase Price (or portion thereof), as applicable,
to each relevant Company by bank wire transfer in immediately available funds in U.S. dollars to the account specified in the applicable
Drawdown Notice, which payment shall constitute a drawdown purchase (the “Drawdown Purchase”). On the date
of the receipt of the Subscriber’s first Drawdown Purchase, assuming the Closing has taken place, the Subscriber shall be registered
as a shareholder of each such Company (a “Shareholder”).


 


Shares issued on each Drawdown
Date and Catch-Up Date will be offered on a private placement basis and generally be issued at a price per Share equal to each relevant
Company’s then-current net asset value (“NAV”) per Share. For the avoidance
of doubt, no Company shall issue Shares for any portion of the Subscriber’s Commitment that has not been paid to such Company and
used to purchase Shares pursuant to one or more Drawdown Notices (the “Undrawn Commitment”). For purposes of this
calculation, the NAV per Share may be based on the NAV per Share calculated at the end of such Company’s most recent calendar quarter
prior to the date of the applicable Drawdown Notice or issuance date or as otherwise determined by the Board (including any authorized
committee thereof) in accordance with such Company’s valuation policy, subject to the limitations of Section 23 under the
U.S. Investment Company Act of 1940, as amended (together with the rules and regulations thereunder, the “Investment Company
Act”) (which generally prohibits a Company from issuing Shares at a price below the then-current NAV, subject to certain exceptions).
Notwithstanding anything to the contrary in this Subscription Agreement, nothing shall prohibit a Company, at the Board’s discretion
based on a variety of factors, including the total amount of the Company’s Organizational Expenses (as defined below) and other
expenses, from issuing Shares at a per share price greater than the NAV per Share.


 






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“Initial Drawdown
Date” shall mean the first date on which a Company requires Subscribers (other
than in connection with the purchase of membership interests by the Initial Members) to
make their initial capital contribution to purchase Shares.


 


“Catch-Up Date”
shall mean each date subsequent to the Initial Drawdown Date on which Subscribers whose subscriptions are accepted on a Subsequent Closing
Date are required, as determined by a Company in its sole discretion, to make capital contributions to purchase Shares.


 


“Drawdown
Purchase Price” shall mean, for each Drawdown Date, an amount in U.S. dollars determined by multiplying (i) the aggregate
amount of Commitments being drawn down by the Company from all Subscribers on that Drawdown Date by (ii) a fraction, the numerator
of which is the Undrawn Commitment of the Subscriber and the denominator of which is the aggregate Undrawn Commitments of all Subscribers
that are not Defaulting Shareholders (as defined in Section 4) or Excluded Investors (as defined in Section 3(f)).


 


“Catch-Up Purchase
Price” shall mean an aggregate purchase price in U.S. dollars required to be paid by
a Subscriber on one or more Catch-Up Dates to purchase a number of Shares necessary to ensure that, upon payment of the aggregate purchase
price by the Subscriber on the applicable Catch-Up Dates, such Subscriber’s Net Contributed Capital Percentage (as defined
below) shall be equal to the Net Contributed Capital Percentage of all prior Subscribers (other than any Defaulting Shareholders and
Excluded Investors). For the avoidance of doubt, a Subscriber’s Catch-Up Purchase Price may be paid by such Subscriber over one
or more Catch-Up Dates, as determined by the relevant Company in its sole and absolute discretion.


 


“Drawdown
Share Amount” shall mean, for each Drawdown Date other than the Initial Drawdown Date, a number of Shares determined by dividing
(i) the Drawdown Purchase Price for that Drawdown Date by (ii) the applicable then-current NAV per Share.


 


“Adjusted Drawdown
Share Amount” shall mean, for the Initial Drawdown Date or any Catch-Up Date, as applicable, a number of Shares determined
by dividing (i) the Subscriber’s Drawdown Purchase Price or Catch-Up Purchase Price (or portion thereof), as applicable, minus
such Subscriber’s pro rata portion of the Organizational Expenses (as defined below) incurred by the relevant Company as of such
date, to the extent not already incurred by such Subscriber, by (ii) the applicable then-current NAV per Share. With respect to
clause (i), in the event that only a portion of a Subscriber’s Catch-Up Purchase Price is required to be paid on a Catch-Up
Date, the Subscriber’s pro rata portion of the Organizational Expenses to be subtracted from the Catch-Up Purchase Price on such
Catch-Up Date shall be adjusted accordingly.


 


“Net Contributed
Capital” shall mean, with respect to a Subscriber, (i) the aggregate amount of funding of Commitments that has been made by
such Subscriber in respect of purchases of Shares less (ii) the aggregate amount of distributions categorized as a return of such Subscriber’s
capital contributions, as determined by the Board, made by the Company to such Subscriber in respect of its Shares. For the avoidance
of doubt, Net Contributed Capital shall not take into account distributions of a Company’s investment income (i.e., proceeds
received in respect of interest payments, dividends or fees) to the Subscribers and, with respect to the Initial Members, shall not take
into account any capital contributions made prior to the Initial Drawdown Date to purchase membership interests of such Company.


 


“Net Contributed
Capital Percentage” shall mean, with respect to a Subscriber, the percentage determined by dividing such Subscriber’s
Net Contributed Capital by such Subscriber’s Commitment.


 


“Organizational
Expenses” shall mean any and all expenses incurred in connection with the formation, organization, registration and qualification
of a Company and in connection with the registration, offer and sale of the Shares, including, without limitation, the following: legal
and accounting fees; printing, mailing, and distributing costs; filing, registration, and qualification fees and expenses, in each case
as more fully described and qualified in the relevant Memorandum.


 






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(b)       Initial
Drawdown Date. If your Commitment is accepted by the Company on the first closing date on which
the Company accepts Commitments to purchase Shares from non-affiliated Investors, you shall be required to pay your Drawdown Purchase
Price on the Initial Drawdown Date. Upon such payment, the Company shall issue the Adjusted Drawdown Share
Amount to you. 


 


(c)       Catch-Up
Dates. If your Commitment is accepted by the relevant Company or Companies on any Subsequent Closing Date, you shall be required
to pay on one or more Catch-Up Dates, each of which shall be within ten (10) Business Days’ of receiving a Drawdown Notice from
such Company or Companies, the Catch-Up Purchase Price or a portion thereof. Upon such payment, such Company or Companies shall issue
the Adjusted Drawdown Share Amount to you.


 


The Catch-Up Dates for each
Investor shall occur on any date on or following the applicable Subsequent Closing Date and on or prior to the next Drawdown Date. For
the avoidance of doubt, in the event that a Catch-Up Date and a Drawdown Date occur on the same calendar day, such Catch-Up Date shall
be deemed to have occurred immediately prior to the relevant Drawdown Date.


 


(d)       You
agree to bear a pro rata portion of the Organizational Expenses in connection with your investment in the Company (i.e., at the
time of the Initial Drawdown Date or a Catch-Up Date, as applicable). If you increase your Commitment on any Subsequent Closing
Date, you shall be required to bear your incremental pro rata portion of the Organizational Expenses on one or more Catch-Up Dates.


          


(e)       At
each Drawdown Date following a Subscriber’s payment of the Drawdown Purchase Price on the
Initial Drawdown Date or the Subscriber’s payment of its Catch-Up Purchase Price on one or more Catch-Up Dates in connection with
a new Commitment, as applicable, such Subscriber shall purchase Shares in accordance with the standard provisions for Drawdown
Dates described above in Section 3(a).


 


(f)       Notwithstanding
anything to the contrary contained in this Subscription Agreement, a Company shall have the right to exclude any Investor (such Investor,
an “Excluded Investor”) from purchasing Shares from the Company on any Drawdown Date or Catch-Up Date in the Company’s
sole discretion, including if, in the reasonable discretion of such Company, there is a substantial likelihood that such Investor’s
purchase of Shares at such time would (i) result in a violation of, or noncompliance with, any law or regulation to which such Investor
or any Other Investor, such Company, the Adviser or a portfolio company would be subject or (ii) cause the assets of such Company
to be considered “plan assets” (within the meaning of Section 3(42) of the U.S. Employee Retirement Income Security
Act of 1974, as amended (“ERISA”) for purposes of Title I of ERISA or Section 4975 of the U.S. Internal Revenue
Code of 1986, as amended (the “Code”).


 


(g)       If
at any time a Company determines, after consultation with the affected Subscriber and counsel to such Company, that there is a reasonable
likelihood that the continuing participation in such Company by such Subscriber would cause a Material Burden (other than on such Subscriber), such
Subscriber will, upon the written request of such Company, use commercially reasonable efforts to dispose of such Subscriber’s
Shares in the Company (or such portion of its Shares as such Company shall determine is sufficient to prevent or remedy such Material
Burden) to any person at a price per Share equal to the then-current NAV per Share, in a
transaction that complies with Section 9 (in which case the Company shall use commercially reasonable efforts to work with such
Subscriber to facilitate the transaction).


 


“Material
Burden” shall mean (i) a material violation of a statute, rule, regulation or governmental administrative policy of a U.S.
federal or state or non-U.S. governmental authority or stock exchange regulatory organization that is reasonably likely to have a material
adverse effect on the Company, a portfolio company or any affiliate thereof, the Adviser or any of their respective affiliates or on
any Subscriber or any affiliate of any such Subscriber or, with respect to a Shareholder that is an “employee benefit plan”
(as defined in ERISA) that is subject to ERISA or a “plan” (as defined in Section 4975 of the Code) that is subject to Section
4975 of the Code (an “ERISA Shareholder”), the sponsor of such ERISA Shareholder or any of such sponsor’s affiliates,
(ii) an occurrence, without the Company’s consent, that is reasonably likely to subject the Company, a portfolio company or any
affiliate thereof, the Adviser or any of their respective affiliates or any Subscriber or any affiliate of any such Subscriber, or, with
respect to an ERISA Shareholder, the sponsor of such ERISA Shareholder or any of such sponsor’s affiliates, to any material non-tax
regulatory requirement to which it would not otherwise be subject, or that is reasonably likely to materially increase any such regulatory
requirement beyond what it would otherwise have been or (iii) an occurrence that is reasonably likely to constitute or otherwise result
in a non-exempt “prohibited transaction” under ERISA or Section 4975 of the Code or a violation of any provisions of any
other U.S. federal, state, local or other laws or regulations that are similar to the prohibited transaction provisions contained
in ERISA or Section 4975 of the Code (collectively, “Similar Laws”).


 






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(h)       If
any Subscriber is excused from funding a capital drawdown pursuant to Sections 3(f) or (g) above, the relevant Company is authorized
to issue an additional capital drawdown on the non-Excluded Investors or other Subscribers sufficient to make up such shortfall, provided
that no Subscriber shall ever be required to fund capital drawdowns in excess of its Undrawn Commitment.


 


(i)        
In addition, notwithstanding anything to the contrary contained in this Subscription Agreement, each Company shall have the power to
take certain actions to avoid having (i) the assets of such Company characterized as “plan assets” for purposes of the
fiduciary responsibility or prohibited transaction provisions of ERISA, Section 4975 of the Code,
or any Similar Law, including, without limitation, the right, as permitted by applicable law, to cause an Investor that is a “benefit
plan investor” (within the meaning of Section 3(42) of ERISA) to withdraw from such Company in whole or in part and (ii) the
Company and the Adviser being considered a fiduciary of any Investor for purposes of Title I of ERISA, Section 4975 of the Code
or any applicable Similar Law. While the Companies do not expect that it will need to exercise such power, the Companies cannot give
any assurance that such power will not be exercised.


 


(j)       You
acknowledge and agree that the Company may draw down on Commitments to make investments and
for other general corporate purposes at any time on or prior to the seventh anniversary of the
Initial Drawdown Date, subject to extension for up to an additional one-year period in the discretion of the Board (such
period, including any such extension, the “Investment Period”). Following the Investment Period, the Company shall
cease drawing down on Commitments except as described in (k) below. If the Company does not complete a Liquidity Event (as defined below)
on or prior to the tenth anniversary of the Initial Drawdown Date (subject to an additional one-year period extension in the sole discretion
of the Board), the Board shall use its commercially reasonable efforts to wind down, sell and/or liquidate and dissolve the Company in
an orderly manner (subject to market conditions, any necessary shareholder approvals and applicable law, including the Investment Company
Act) (such period, including any such extension, the “Wind-Down Period”). A “Liquidity Event” means
(1) a quotation or listing of our Common Stock on a national securities exchange, including an initial public offering (an “Exchange
Listing”) or (2) a Sale Transaction. A “Sale Transaction” means (a) the sale of all or substantially all of our capital
stock or assets to, or another liquidity event with, another entity or (b) a transaction or series of transactions, including by way
of merger, consolidation, recapitalization, reorganization, or sale of stock in each case for consideration of either cash and/or publicly
listed securities of the acquirer. Potential acquirers could include other business development companies (“BDCs”)
and entities that are not BDCs, in each case, that are advised by the Adviser or its affiliates. At any time during the Wind-Down Period,
the Board may seek stockholder approval for a transaction (an “Accelerated Liquidity Event”) in which we would sell
all or substantially all of our assets to, or another liquidity event with, an entity for consideration of cash and/or publicly listed
securities of the acquirer. Potential acquirers could include other BDCs and entities that are not BDCs, in each case, that are advised
by the Adviser or its affiliates. For the avoidance of doubt, an Accelerated Liquidity Event does not include an initial public offering
or listing on a national securities exchange of the Company’s common stock. You shall have no right to approve a Liquidity Event,
including a merger or other transaction with an affiliate, except as required by applicable law.


 


(k)       Following
the Investment Period, a Company may continue to draw down Commitments to the extent necessary to: (1) pay its expenses, including management
fees, any amounts that may become due under any borrowings or other financings or similar obligations, any indemnity obligations and
any other liabilities, contingent or otherwise, and/or (2) complete investments or obligations (including guarantees) in any transactions
for which the Company has entered into a letter of intent, memorandum of understanding, written bid letter, written agreement in principle,
or binding written agreement as of the end of the Investment Period (including investments that are funded in phases).


 


(l)       You
waive any counterclaim to, and any right to any setoff or reduction of, your obligation to make capital calls to each Company based on
any claim that you have against any person (without prejudice to your right to assert such claim in a separate action).


 


(m)       You
shall be deemed to have reaffirmed, as of the date on which you fund any future capital call, each and every representation and warranty
made, and all information provided, by you in this Subscription Agreement or that is incorporated by reference. 


 



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4.       Default.
You acknowledge and agree that, if you fail to purchase Shares as part of a capital call, in part
or in full, or otherwise fail to pay all or any portion of the Drawdown Purchase Price or Catch-Up Purchase Price (or portion
thereof) due on any Drawdown Date or Catch-Up Date, as applicable, or other required payment to
a Company, and such failure remains uncured for a period of 10 calendar days, you shall be delinquent in your obligations to such Company.
Any payments made by you after such 10-calendar-day cure period shall be applied to purchase Shares at the next available quarterly NAV
determined by the Board. You further acknowledge and agree that, if you are and remain delinquent upon two occasions at any point prior
to a Liquidity Event (occasions do not have to be consecutive), you shall be a “Defaulting Shareholder” and shall
be in default of your obligations to such Company, and such Company shall be permitted to pursue one or any combination of the following
remedies: 


 


(a) such
Company may prohibit the Defaulting Shareholder from purchasing any additional Shares on any future Drawdown Date or otherwise participating
in any future investments in such Company;


 


(b) such
Company may, in its sole discretion and as permitted by applicable law, transfer up to fifty percent (50%) of the Shares then held by
the Defaulting Shareholder on the books of such Company, without any further action being required on the part of the Defaulting Shareholder,
to the Other Investors (other than any defaulting Other Investor), pro rata in accordance with their respective Commitments; provided, however,
that notwithstanding anything to the contrary contained in this Subscription Agreement, no Shares shall be transferred to any Other Investor
pursuant to this Section 4(b) in the event that such transfer would (i) violate the Securities Act, the Investment
Company Act or any state (or other jurisdiction) securities or “Blue Sky” laws applicable to such Company or such transfer,
(ii) be a “prohibited transaction” under ERISA or Section 4975 of the Code or (iii) cause all or any
portion of the assets of such Company to constitute “plan assets” under ERISA or Section 4975 of the Code (it being
understood that this proviso shall operate only to the extent necessary to avoid the occurrence of the consequences contemplated herein
and shall not prevent the relevant Other Investor from receiving a partial allocation of its pro rata portion of the Defaulting Shareholder’s
Shares); provided, further, that any Shares that have not been transferred to one or more Other Investors pursuant
to the previous proviso shall be allocated among the participating Other Investors pro rata in accordance with their respective Commitments.
The mechanism described in this Section 4(b) is intended to operate as a liquidated damage provision, since the damage to such
Company and Other Investors resulting from a default by the Defaulting Shareholder is both significant and not easily quantified. By
entry into this Subscription Agreement, the Subscriber agrees to this transfer and acknowledges that it constitutes a reasonable liquidated
damage remedy for any default in the Subscriber’s obligation of the type described; and


 


(c) such Company may pursue
any other remedies against the Defaulting Shareholder available to the Company at law or
in equity, subject to applicable law. No course of dealing between a Company and any Defaulting Shareholder, and no delay in exercising
any right, power or remedy conferred in this Section 4 or now or hereafter existing at law or in equity or otherwise shall operate as
a waiver or otherwise prejudice any such right, power or remedy. In addition to the foregoing, each Company may in its discretion institute
a lawsuit against the Defaulting Shareholder for specific performance of its obligation
to pay any Drawdown Purchase Price or Catch-Up Purchase Price (or portion thereof), as applicable, and any other payments to be made
by the Defaulting Shareholder pursuant this Subscription Agreement and to collect any overdue
amounts hereunder. Notwithstanding any other provision of this Subscription Agreement, the Subscriber agrees (i) to pay on demand
all costs and expenses (including attorneys’ fees) incurred by or on behalf of such Company in connection with the enforcement
of this Subscription Agreement against the Subscriber sustained as a result of any default by the Subscriber and (ii) that any such
payment shall not constitute payment of a Drawdown Purchase Price or Catch-Up Purchase Price, as applicable, or reduce the Subscriber’s
Commitment. The Subscriber agrees that this Section 4 is solely for the benefit of the relevant Company and shall be interpreted by such
Company against the Defaulting Shareholder in the discretion of such Company. The Subscriber
further agrees that the Subscriber cannot and shall not seek to enforce this Section 4 against a Company or any Other Investor in a Company.


 


5.         Pledging.
Without limiting the generality of the foregoing, you specifically agree and consent that each
Company may, at any time, and without further notice to or consent from you, directly or indirectly grant security over and, in connection
therewith, Transfer (as defined in Section 7(a)) some or all of your Undrawn Commitment,
including such Company’s right to deliver Drawdown Notices or otherwise draw down capital from you pursuant to this Subscription
Agreement and receive the Drawdown Purchase Price or Catch-Up Purchase Price, as applicable (and any related rights and remedies
of the Company related thereto), to lenders or other creditors or holders of other obligations or guarantees of such Company, in connection
with any indebtedness, guarantee or surety of the Company (such right of the Company with respect to you and Other Investors, collectively,
the “Assigned Rights”); provided, that, for the avoidance of doubt, any such grantee’s right to
draw down capital shall be subject to the limitations on the Company’s right to draw down capital pursuant to Section
3; provided, further, that, for the avoidance of doubt, the Company may exclude from such Assigned Rights all
or a portion of the Assigned Rights of any Investors to the extent restricted under, or considered by the Board to be necessary or desirable
to facilitate compliance with, applicable laws or regulations, including the ERISA, the Investment Company Act and the Sarbanes-Oxley
Act of 2002, as amended. In connection with any such secured financing, borrowing, indebtedness or guaranty (a “Subscription
Facility”), you specifically agree to and acknowledge, for the benefit of each Company and such lenders, the following:


 






    8 


     


    

 


(a)
each Company may incur indebtedness for purposes pursuant to a Subscription Facility and, in connection with any Subscription Facility
of the Company and of any of its affiliates that are party to a Subscription Facility, the Company shall be authorized to directly or
indirectly collateralize such financings, borrowings, indebtedness or guaranty, and pledge, mortgage, assign, transfer and/or grant security
interests directly or indirectly to the lender of such indebtedness or guaranty in (i) investments in portfolio companies and the proceeds
thereof and any other assets, (ii) the Undrawn Commitments, (iii) the Company’s rights to issue Drawdown Notices and
collect on the Undrawn Commitment of any Subscriber hereunder, (iv) the Commitments made to the Company; (v) the Company’s
right to exercise remedies against the Investors for failure to pay for such Shares as required by the Drawdown Notices, (vi) the
bank account into which the payments for such Shares shall be wired on the applicable Drawdown Dates and/or Catch-Up Dates,
and (vii) any related collateral and proceeds thereof;


 


(b)
any such collateral pledge may be made directly by a Company to the lender of the Subscription Facility or indirectly to such lender
by first pledging such collateral to a subsidiary or agent of the Company, which subsidiary or agent then pledges such rights ultimately
to the lender under the Subscription Facility;


 


(c) the
lender (or agent for the lenders) under a Subscription Facility is relying on each Investor’s Commitment and Undrawn Commitment
as its primary source of repayment and may issue future Drawdown Notices and may exercise all remedies of the Company with respect thereto
as part of such lenders’ remedies under the Subscription Facility;


 


(d) in
the event of a failure by any Investor to pay for such Shares, the Company and such lender are entitled to pursue any and all remedies
available to each of them under this Subscription Agreement, including issuing additional Drawdown Notices to non-Defaulting Shareholders
in order to make up any deficiency caused by the default of the relevant Investor, whose ownership in the Company would be diluted as
a result;


 


(e) your
obligation to fund Drawdown Notices pursuant to this Subscription Agreement is irrevocable, and shall be without setoff, counterclaim
or defense of any kind, including any defense pursuant to Section 365 of the U.S. Bankruptcy Code; provided that
(x) any such agreement to make capital contributions without defense, counterclaim or offset of any kind shall not be effective
with respect to any Shareholder that is a Plan (defined below) subject to Title I of ERISA or Section 4975 of the Code unless such
agreement shall not constitute a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code,
(y) in no event shall the Shareholders be obligated to make capital contributions in excess of their respective Undrawn Commitment
and (z) such pledge (or equivalent grant of security interest) and/or acknowledgement and agreement to make capital contributions
shall not result in the loss of a Shareholder’s limited liability status under the Operative Documents or act as a waiver by such
Shareholder of its right to assert independently any claim that it may have against the Company under this Subscription Agreement, except
that, in connection with the foregoing, the Company shall have right to agree to subordinate distributions to the Shareholders hereunder
to payments required in connection with any indebtedness contemplated hereunder;


 


(f) you
have received full and adequate consideration on the Closing Date for the entirety of your Commitment, notwithstanding that the Commitment
is to be paid and Shares are to be issued in subsequent installments, and any defense of non-consideration or similar defenses
for your subscription are hereby waived by you, whether in bankruptcy, insolvency, receivership or similar proceedings or otherwise,
including any failure or inability of the Company to issue Shares or for any such Shares to have positive value on the date of a Drawdown
Notice;


 


(g) each
Company may use the proceeds of any Share issuance for repaying outstanding loans under the Subscription Facility;


 


(h) each
Company may reveal your identity on a confidential basis to the lenders under a Subscription Facility;


 






    9 


     


    

 


(i) upon
the reasonable request of a Company, you shall provide such Company with copies of your financial statements to the extent such financial
statements are not otherwise publicly available, including as prepared or reviewed by independent public accountants in connection with
your annual reporting requirements, and information about your beneficial owners to enable the Company to comply with underwriting requests
from any lender under a Subscription Facility;


 


(j) any
payment of a claim that you may have against a Company or another Investor shall be subordinate to the payment of any claim a lender
under the Subscription Facility may have against such Company or such Investor;


 


(k) from
time to time upon request, you shall provide for the benefit of any lender under a Subscription Facility a certificate setting forth
your then Undrawn Commitment;


 


(l) you
acknowledge and confirm that the terms of the applicable Subscription Facility and each agreement executed in connection therewith can
be modified (including, without limitation, increases, decreases or renewals of credit extended, or the release of any guarantee or security)
without further notice to you and without your consent; provided, however, that in no event shall any such modification
of any such document alter your rights or obligations hereunder without your written consent;


 


(m) the
making and performance of your obligations hereunder constitute private and commercial acts rather than governmental or public acts,
and that neither you nor any of your properties or revenues has any right of immunity from suit, court jurisdiction, execution of a judgment
or from any other legal process with respect to your obligations hereunder, and to the extent that you may hereafter be entitled to claim
any such immunity, or to the extent that there may be attributed to you such an immunity (whether or not claimed), unless otherwise agreed
in writing by the Company, you hereby irrevocably agree not to claim and hereby irrevocably waive such immunity;


 


(n) upon
the withdrawal or transfer of your interest in the Company in accordance with the terms hereof, you acknowledge that you may be required
prior to the effectiveness of such withdrawal or transfer to fund a Drawdown Notice to repay amounts outstanding under the Subscription
Facility equal to your share thereof; provided that you shall not be required to fund a Drawdown Notice in excess of
your Undrawn Commitment; 


 


(o)
in the event that, as a result of any such pledge, mortgage, assignment, transfer or grant of a security interest, a Subscriber makes
a payment directly to the Company account as requested by a lender under a Subscription Facility, such payment shall be deemed to reduce
the Subscriber’s Commitment to the Company in all respects by a corresponding amount; and



 


(p) that
the lenders under a Subscription Facility are third-party beneficiaries of this Subscription Agreement who may rely on your agreements
in this Section 5 in providing a Subscription Facility to a Company.


 


6.            Dividends;
Dividend Reinvestment Plan. As described more fully in the Memorandum, each Company generally intends to distribute on a quarterly
basis, out of assets legally available for distribution, substantially all of its available earnings in such amount so the Company shall
not have to pay corporate-level income tax, subject to the discretion of the Board. Each Company has adopted a dividend reinvestment
plan (as may be amended from time to time, “Dividend Reinvestment Plan”), pursuant to which, prior to a Liquidity
Event, the Company shall reinvest all cash distributions declared by the Board on behalf of any Shareholder, other than any Shareholder
that has affirmatively elected to opt out of the Dividend Reinvestment Plan, in exchange for such Shareholder receiving a number of newly
issued Shares equal to the quotient determined by dividing the amount of cash otherwise to be distributed to such Shareholder in connection
with such distribution by NAV per Share as of the valuation date fixed by the Board for such distribution. The Subscriber may opt out
of the Dividend Reinvestment Plan in the Investor Questionnaire. An election to opt-out or to opt-in to the Dividend Reinvestment Plan
may be altered by notifying SS&C Technologies (“SS&C”), the Dividend Reinvestment Plan Administrator, in writing
at 430 W 7th Street, Suite 219952 Kansas City, MO 64105-1407. A change in election must be received by SS&C at least ten
(10) calendar days prior to any distribution date; otherwise, such election shall be effective only with respect to any subsequent distributions.
The Subscriber acknowledges and agrees that any distributions received by the Subscriber or reinvested by the Company on the Subscriber’s
behalf pursuant to the Dividend Reinvestment Plan shall have no effect on the amount of the Subscriber’s Undrawn Commitment.


 






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7.            Representations
and Warranties of the Subscriber.


 


The Subscriber represents
and warrants to each relevant Company as follows:


 


(a)          Private
Placement.


 


(i)          The
Subscriber understands that the offering and sale of the Shares are intended to be exempt from registration under 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
provided in Section 4(a)(2) of the Securities Act, exemptions under applicable U.S. state securities laws and exemptions under the
laws of any non-U.S. jurisdictions, and the Subscriber agrees that any Shares acquired by the Subscriber may not be Transferred (as defined
below) in any manner that would require the Company to register the Shares under the Securities Act, under any U.S. state securities
laws or under the laws of any non-U.S. jurisdictions. The Subscriber was offered the Shares through private negotiations, not through
any general solicitation or general advertising.


 


(ii)         The
Subscriber understands that the Company requires each investor in the Company to be either (A) an “accredited investor” as
defined in Rule 501(a) of Regulation D of the Securities Act (“Accredited Investor”), and the Subscriber represents
and warrants that it is an Accredited Investor, or (B) in the case of Shares sold outside the United States, not a “U.S. person”
in accordance with Regulation S of the Securities Act, and, if it is not an Accredited Investor, the Subscriber represents and warrants
that it is not a “U.S. person” as defined in Regulation S of the Securities Act.


 


(iii)        The
Subscriber 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 Subscriber, including the legal requirements of jurisdictions in which the Subscriber is resident
and in which such acquisition is being consummated. Furthermore, the Subscriber understands that
offerings and sales made outside the United States may be made pursuant to Regulation S under the Securities Act. In furtherance,
and not in limitation, of the foregoing, if the Subscriber is a resident of any of the jurisdictions set forth in the Memorandum, the
Subscriber represents, warrants and covenants as specified in the Memorandum hereto for such jurisdiction.


 


(iv)        The
Shares to be acquired hereunder are being acquired by the Subscriber for the Subscriber’s own account for investment purposes only
and not with a view to resale or distribution. The Subscriber shall not, directly or indirectly, Transfer all or any portion of such
Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge or charge of all or any part of such Shares) except
in accordance with (i) the registration provisions of the Securities Act or an exemption from such registration provisions, (ii) any
applicable U.S. federal or state or non-U.S. securities laws and (iii) the terms of this Subscription Agreement and the Charter.
The Subscriber understands that it may be required to bear the economic risk of its investment in the Shares for a substantial period
of time because, among other reasons, the offering and sale of the Shares have not been registered under the Securities Act and, therefore,
the Shares cannot be sold other than through a privately negotiated transaction unless they are subsequently registered under the Securities
Act or an exemption from such registration is available. “Transfer” (or any derivative thereof) shall mean to sell,
offer for sale, agree to sell, exchange, transfer (whether by sale, gift, merger, by operation of law or otherwise), assign, pledge,
hypothecate, grant any option to purchase or otherwise dispose of or agree to dispose of, in any case whether directly or indirectly.


 


(b)          The
Subscriber is not subject to and is not aware of any facts that would cause such Subscriber to be subject to any of the “Bad Actor”
disqualifications as described in Rule 506(d)(1)(i) to (viii) under the Securities Act.


 






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(c)          The
Subscriber has received, read carefully in its entirety, and understands the relevant Memorandum, which is available in English. The
Subscriber has consulted with its own attorney, accountant, investment adviser or other adviser with respect to the investment contemplated
hereby and its suitability for the Subscriber, and the Subscriber understands and consents to the fees, risks and other considerations
relating to the purchase of the Shares and an investment in the Company, including the fees outlined in the sections titled “Summary
of Key Terms Base Management and Incentive Fees” of the relevant Memorandum and the risks and other considerations set forth in
the sections titled “Potential Conflicts of Interest” and “Risk Factors.” The Subscriber has had the opportunity
to ask questions of and receive answers from representatives of the relevant Company, all such questions have been answered to the Subscriber’s
full satisfaction, and the Subscriber has obtained any additional information concerning the relevant Company sought by the Subscriber.
The Subscriber acknowledges that no representations have been made to the Subscriber in connection with its investment in the relevant
Company, other than this Subscription Agreement and the Operative Documents.


 


(d)          The
Subscriber has substantial knowledge and experience in business and financial matters, is capable of evaluating the merits and risks
of a purchase of the Shares, has not relied upon the Company, the Adviser or any placement agent used in connection with the this offering
of Shares for investment, legal or tax advice in making its investment decision and has relied only on its own advisers for investment,
legal and tax advice in making its investment decision. The Subscriber understands that there can be no assurance that the Company will
meet its investment objective or otherwise be able to successfully carry out its investment program.


 


(e)          The
Subscriber has the financial ability to bear the economic risk of its investment in the Company (including the possible loss of its investment),
has adequate means for providing for its current needs and has no current need for liquidity in connection with its purchase of the Shares.


 


(f)          The
purchase of the Shares by the Subscriber is consistent with the general investment objectives of the Subscriber.


 


(g)          If
the Subscriber is a natural person, the Subscriber’s domicile and principal residence are at the address shown on the signature
page below. If the Subscriber is not a natural person, the Subscriber has its domicile, principal place of business, or principal office
at the address shown on the signature page below. The Subscriber received the Operative Documents and this Subscription Agreement at
the address of the Subscriber on the signature page below.


 


(h)          The
Subscriber is not an entity (including a qualified retirement plan) in which a holder of an interest in the Subscriber may decide whether
or how much to invest through the Subscriber in various investment vehicles, including the Company, unless the Subscriber has so notified
the Company in writing.


 


(i)          If
the Subscriber is not a natural person, then, unless the Subscriber has notified the Company in writing that the Subscriber was formed
for the specific purpose of acquiring Shares and all of the equity holders of the Subscriber are Accredited Investors, the Subscriber’s
Commitment does not exceed 40% of the Subscriber’s total assets (or, if the Subscriber is
a private investment fund with binding, unconditional capital commitments from the Subscriber’s partners or members, more than
40% of the Subscriber’s committed capital). If at any time the Subscriber holds Shares, the Subscriber shall no longer be
in compliance with the provisions of this Section 7(i), it shall promptly notify the Company.


 


(j)          If
the Subscriber is not a citizen of the United States, or a resident of or entity created under the laws of any state of the United States
(any such citizen, resident or entity being hereinafter called a “Domestic Person”), the Subscriber is not purchasing
the Shares on behalf of any Domestic Person, and the Subscriber has no present intention of becoming a Domestic Person.


 






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(k)          If
the Subscriber is a natural person, the Subscriber is of legal age in its country or state of residence and has legal capacity to execute,
deliver and perform its obligations under this Subscription Agreement and to subscribe for and purchase the Shares hereunder. If the
Subscriber is not a natural person, the Subscriber is an entity of the kind set forth under the applicable item of the Investor Questionnaire
and has been duly organized, formed or incorporated, as the case may be, and is validly existing and in good standing under the laws
of its jurisdiction of organization, formation or incorporation, and the Subscriber has all requisite power and authority to execute,
deliver and perform its obligations under this Subscription Agreement and to subscribe for and purchase the Shares hereunder. The Subscriber’s
purchase of the Shares and its execution, delivery and performance of this Subscription Agreement (i) has been duly executed and delivered
by the Subscriber, (ii) constitutes the legal, valid and binding obligation of the Subscriber (except (A) as limited by any applicable
bankruptcy, insolvency, reorganization, moratorium or other laws affecting the rights and remedies of creditors generally, as from time
to time in effect, (B) as limited by general principles of equity, and (C) as the enforcement of remedies rests in the discretion of
any court) and (iii) does not result in the violation of, constitute a default under, or conflict with, any mortgage, indenture, contract,
agreement, instrument, judgment, decree, order, statute, rule or regulation applicable to the Subscriber.


 


(l)          The
execution and delivery of this Subscription Agreement, the consummation of the transactions contemplated hereby and the performance of
the Subscriber’s obligations hereunder do not and shall not conflict with, or result in any violation of or default under, (i)
if the Subscriber is not a natural person, any provision of any certificate of formation, certificate of incorporation, charter, by-laws,
memorandum and articles of association, trust agreement, partnership agreement, limited liability company agreement or other organizational
or governing instrument applicable to the Subscriber, (ii) any agreement or other instrument to which the Subscriber is a party or by
which the Subscriber or any of its properties are bound, or (iii) any permit, franchise, judgment, decree, statute, writ, injunction,
order, law, rule or regulation applicable to the Subscriber or to its business or properties. In addition, the Subscriber represents
that its power of attorney contained in this Subscription Agreement and to be exercised under the Charter and Delaware law has been granted
by the Subscriber, including as to the manner of any execution by the Subscriber, in compliance with all laws applicable to
the Subscriber, including the laws of the state or jurisdiction in which the Subscriber executed this Subscription Agreement. The Subscriber
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 Subscriber to enter into this Subscription Agreement and to consummate the transactions contemplated
hereby and thereby.


 


(m)          The
Subscriber understands that the Company intends to file or has filed an election to be treated as a BDC under the Investment Company
Act and intends to elect or has elected 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 these elections, the Subscriber shall be required to furnish certain information
to the Company as required under U.S. Treasury Regulation §1.852-6(a) and other regulations. If the Subscriber is unable or refuses
to provide such information directly to the Company, the Subscriber understands that it shall be required to include additional information
on its income tax return as provided in U.S. Treasury Regulation § 1.852-7.


 


(n)          The
Subscriber: (i) is not registered or required to be registered as an “investment company” under the Investment Company Act;
(ii) has not elected to be regulated as a BDC under the Investment Company Act; and (iii) either (A) is not relying on the exception
from the definition of “investment company” under the Investment Company Act set forth in Section 3(c)(1) or 3(c)(7) thereunder
or (B) is otherwise permitted to acquire and hold more than 3% of the outstanding voting securities of a BDC.


 


(o)          ERISA
Matters. If the Subscriber is or will be (x) an “employee benefit plan” as defined in Section 3(3) of ERISA, that
is subject to ERISA, (y) a “plan” described in Section 4975(e)(1) of the Code, that is subject to Section 4975 of the Code,
or (x) an entity that is, or is deemed to be, using “plan assets” for purposes of ERISA or Section 4975 of the Code to purchase
or hold its investments (each of the foregoing, a “Plan”), the Subscriber has so indicated in, and has completed each
applicable question in, the Investor Questionnaire, and the Subscriber represents, warrants and agrees that:


 


(i)        the
acquisition and the subsequent holding of Shares do not and will not constitute a non-exempt “prohibited transaction” within
the meaning of Section 406 of ERISA or Section 4975 of the Code;


 


(ii)         the
decision to acquire Shares was made by a “fiduciary” of the Plan, within the meaning of Section 3(21) of ERISA or Section
4975(e)(3) of the Code (the “Plan Fiduciary”), that is independent of the Company, the Adviser and their respective
employees, representatives and affiliates, is qualified to make investment decisions on behalf of the Plan and has authorized the Subscriber’s
investment in the Company;


 


(iii)         the
Subscriber’s investment in Shares conforms in all respects to the documents governing the Plan and complies with all applicable
requirements of ERISA and Section 4975 of the Code;


 






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(iv)         the
Plan Fiduciary has been informed about the fee structure of the Company, including the incentive fee component, and has concluded that
such fees are reasonable and the investment in the Company otherwise constitutes a reasonable contract or arrangement, and the Subscriber
acknowledges and agrees that none of the Adviser or its employees, representatives or affiliates have any discretion, or are otherwise
acting in a fiduciary capacity with respect to the Plan’s investment in the Company, whether pursuant to the provisions of ERISA,
Section 4975 of the Code or otherwise, and, without limiting the generality of the foregoing, the Subscriber 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;


 


(v)        the
Subscriber acknowledges that the Company has the authority to require, as permitted by applicable
law, the redemption, withdrawal or other cancellation of any Shares if it is determined that the continued holding of such Shares
could result in the Company being subject to the provisions of Title I of ERISA or Section 4975 of the Code; and


 


(vi)         without
limiting the remedies in the event of a breach the Subscriber agrees promptly to provide to the Company such information as the Company
may from time to time reasonably request for purposes of determining whether the assets of the Company are “plan assets”
within the meaning of ERISA or Section 4975 of the Code and any other matters relating to ERISA or compliance with ERISA arising in connection
with the Subscriber’s investment in the Company, or the operation or investments of the Company.


 


The representations and warranties
set forth in this Section 7(o) shall be deemed repeated and reaffirmed on each day the Subscriber holds Shares. Without limiting the
remedies available in the event of a breach, if at any time the representations and warranties set forth in this Section 7(o) shall cease
to be true, including because there is a change in the Subscriber’s Plan status or the percentage of assets that constitute “plan
assets” subject to the provisions of Title I of ERISA or Section 4975 of the Code, the Subscriber shall promptly notify the
Company in writing.


 


(p)          The
Subscriber has notified, or shall promptly notify, the Company if the Subscriber is or becomes a person that may be disqualified from
participating in the Company’s acquisition of securities sold in a public offering under Rules 5130 an 5131 of the Financial Industry
Regulatory Authority, as in effect from time to time.


 


(q)          If
the Subscriber is a partnership or any other entity that is treated as a partnership for U.S. income tax purposes, a grantor trust within
the meaning of Sections 671–679 of the Code, or a S corporation within the meaning of Section 1361 of the Code, the Subscriber
represents that at no time during the term of the Company will 65% or more of the value of any beneficial owner’s direct or indirect
interest in the Subscriber be attributable to the Subscriber’s interest in the Company. Except as otherwise disclosed to the Company
in writing, the Subscriber is not disregarded as an entity separate from its owner within the meaning of Treasury Regulation Section
301.7701-3.


 


(r)          None
of the information concerning the Subscriber nor any statement, certification, representation or warranty made by the Subscriber in this
Subscription Agreement or in any document required to be provided under this Subscription Agreement (including the Investor Questionnaire
and any Form W-9 or the relevant Forms W-8 (W-8BEN, W-8BEN-E, 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.


 


(s)          The
Subscriber agrees to provide such information and execute and deliver such documents as the Company may reasonably request to verify
the accuracy of the Subscriber's representations and warranties herein or to comply with any law or regulation to which the Company,
the Adviser, the Administrator or a portfolio company of the Company may be subject.


 


(t)          The
Subscriber, if an individual, has read carefully in its entirety, and understands and agrees with, the Company’s Privacy Policies
and Practices attached hereto as Appendix F. 


 


(u)         The
Subscriber agrees that the foregoing certifications, representations, warranties, covenants and agreements shall survive the acceptance
of this Subscription Agreement, each Drawdown Date and Catch-Up Date, as applicable, and
the dissolution of the Company, without limitation as to time. Without limiting the foregoing, the Subscriber agrees to give the Company
prompt written notice in the event that any statement, certification, representation or warranty of the Subscriber contained in this
Section 7 or any information provided by the Subscriber herein or in any document required to be provided under this Subscription Agreement
(including the Investor Questionnaire and any Form W-9 or Forms W-8 (W-8BEN, W-8BEN-E, W-8IMY, W-8ECI or W-8EXP), as applicable), ceases
to be true at any time following the date hereof.


 






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(v)       Representations
for non-U.S. investors who are not Accredited Investors:


 


(i)
        The Subscriber represents and warrants that it is not a “U.S. person,” as defined
in Regulation S of the Securities Act (“U.S. Person”), referenced in Appendix H hereto, and the Subscriber
has heretofore notified the Company in writing of such status.


 


(ii)
        The Subscriber will notify the Company immediately if the Investor becomes a U.S. Person.


 


(iii)
        The Subscriber represents and warrants that the Subscriber 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 U.S.
Person.


 


(iv)
        Except for offers and sales to discretionary or similar accounts held for the benefit or account
of a non-U.S. Person by a U.S. dealer or other professional fiduciary, all offers to sell and offers to buy the Shares were made to or
by the Subscriber while the Subscriber was outside the United States and at the time the Subscribers order to buy the Shares originated
(and at the time this Subscription Agreement was executed by the Subscriber) the Subscriber was outside the United States.


 


8.            Representations
and Warranties of the Company.


 


Each relevant Company represents
and warrants as follows (in reliance, where applicable, on the representations and warranties of the Subscriber contained in this Subscription
Agreement and the representations and warranties of the Other Investors):


 


(a)          The
Company is, or shall be at the Closing Date, duly formed, validly existing and in good standing as a corporation under the laws of its
jurisdiction of organization, has all requisite power and authority to carry on its business as now conducted and as proposed to be conducted
as described in this Subscription Agreement, the Memorandum and the Operative Documents and is duly qualified to transact business and
is in good standing in every jurisdiction in which the character of its business makes such qualification necessary, except where the
failure to so qualify would not have a material adverse effect on its business operations.


 


(b)          No
consent, approval or authorization of, or filing or registration with, any governmental authority on the part of the Company is required
for the execution and delivery of this Subscription Agreement by it, or the issuance of Shares as contemplated thereby, except for any
consents, approvals, authorizations or filings which are required under any applicable securities laws (federal, state or foreign) and
which have been made or obtained prior to the Closing Date or are made or obtained hereafter within the time prescribed by law. All actions
required to be taken by the Company as a condition to the issuance and sale of the Shares shall have been taken at or before the Closing
Date. The execution and delivery of this Subscription Agreement by the Company shall not result in the violation of, constitute a default
under, or conflict with, any mortgage, indenture, contract, agreement, instrument, judgment, decree, order, statute, rule or regulation
applicable to the Company. Upon execution and delivery by the Company, this Subscription Agreement (i) shall have been duly executed
and delivered by the Company, and (ii) shall constitute the legal, valid and binding obligation of the Company, except (A) as limited
by any applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the rights and remedies of creditors generally,
as from time to time in effect, (B) as limited by general principles of equity and (C) as the enforcement of remedies rests in the discretion
of any court.


 


(c)       The
Shares of the Company have been duly authorized for issuance and, when issued and delivered against payment therefore in accordance with
the terms, conditions, requirements and procedures described in the Operative Documents and the Subscription Agreement, will be validly
issued and fully paid and non-assessable.


 






    15 


     


    

 


9.            Additional
Limitations on Transfer of Commitments and Shares.


 


(a)          During
the Restricted Period (as defined in Appendix G), the Subscriber may not Transfer (or publicly announce, or cause to be publicly
announced, its intent to Transfer) all or any portion of its Shares or Commitment unless (i) the relevant Company provides its prior
written consent, (ii) the Transfer is made in accordance with applicable securities laws and (iii)
the Transfer is otherwise in compliance with the transfer restrictions set forth in Appendix G. Each transferee must
agree to be bound by these restrictions and all other obligations as an investor in the Company. Following a Liquidity Event, the Subscriber
acknowledges and agrees that it may be restricted from selling or disposing of its Shares by applicable
securities laws or contractually by a lock-up agreement with the underwriters of a Qualified Listing, if any, the specific terms
of which lock-up agreement, including the exact time periods of the applicable restrictions, and any other limitations on the sale of
Shares in connection with or following a Liquidity Event may be modified and agreed to prior to the Liquidity Event between, on the one
hand, the Board and/or the Adviser, acting on behalf of the Shareholders, and on the other hand, the underwriters or other similar institutions,
acting on the Company’s behalf, in connection with a Liquidity Event, and that the Subscriber shall be bound by any such terms
and limitations.


 


(b)         The
Subscriber acknowledges that the Subscriber is aware and understands that there are other substantial restrictions on the transferability
of its Commitment or Shares under this Subscription Agreement, the Charter and 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 Shareholders 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 the Shares cannot be Transferred unless subsequently registered or unless an exemption
from such registration is available; and (C) the Subscriber 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 Subscriber to liquidate its investment in a Company.


 


(c)       Notwithstanding
any other provisions of this Subscription Agreement, the Subscriber covenants that it shall not Transfer all or any part of the Shares
or its Commitment (or purport to do so) if such Transfer would cause (A) the Company or the Adviser to be in violation of the U.S.
Bank Secrecy Act, as amended, the U.S. Money Laundering Control Act of 1986, as amended, the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, as amended (the “USA PATRIOT Act”), or
any similar U.S. federal, state or non-U.S. law or regulation; or (B) the Shares to be held by a country, territory, entity
or individual currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department
(“OFAC”) or by any entity or individual that resides or has a place of business in, or is organized under the laws
of, a country or territory that is subject to any sanctions administered by OFAC.


 


10.          Compliance
with Specific Laws.


 


(a)           Anti-Money
Laundering.


 


(i)          Neither
the Subscriber, any of its affiliates or beneficial owners, nor any person for whom the Subscriber is acting as agent or nominee, (A)
appears on the list of Specially Designated Nationals and Blocked Persons maintained by 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, (B) is a senior foreign political figure or any immediate family member or
close associate of a senior foreign political figure or (C) is identified as a terrorist organization on any other relevant lists maintained
by governmental authorities. The Subscriber 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 shall be provided to or for the benefit of, the governments of, or persons within, any country (1) under
a U.S. embargo enforced by OFAC, (2) that has been designated as a “non-cooperative country or territory” by the Financial
Action Task Force or (3) that has been designated by the U.S. Secretary of the Treasury as a “primary money laundering concern.”
The Subscriber further represents and warrants that the Subscriber: (x) has conducted thorough due diligence with respect to all of its
beneficial owners, (y) has established the identities of all beneficial owners and the source of each of the beneficial owner’s
funds and (z) shall retain evidence of any such identities, any such source of funds and any such due diligence. The Subscriber further
represents and warrants that the Subscriber does not know or have any reason to suspect that (I) the monies used to fund the Subscriber’s
investment in the Shares have been or will be derived from or related to any illegal activities, including money laundering activities
and all Commitments by the Subscriber were not, and will not be, directly or indirectly derived from activities that may contravene federal,
state or international laws and regulations, including anti-money laundering laws and regulations, and (II) the proceeds from the Subscriber’s
investment in the Shares will be used to finance any illegal activities.


 






    16 


     


    

 



  


(ii)         The
Subscriber shall provide to the Company at any time such information as a Company determines to be necessary or appropriate (A) to comply
with the USA PATRIOT Act or the anti-money laundering laws, rules and regulations of any applicable jurisdiction and (B) to respond to
requests for information concerning the identity of such Subscriber from any governmental authority, self-regulatory organization or
financial institution in connection with its anti-money laundering compliance procedures (which, notwithstanding anything in the Company’s
privacy policies to the contrary, may then be disclosed to such persons), or to update such information. The Subscriber hereby represents
that the Subscriber is in compliance with all such laws. Failure to provide such information upon request may result in the compulsory
redemption of the Subscriber’s Shares. Subscriber represents that all evidence of identity provided is genuine.


 


(iii)        All
payments and contributions by the Subscriber to a Company, and all payments and distributions to the Subscriber, shall only be made in
the Subscriber’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 such bank 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.


 


(b)          Affirmation.
The representations and warranties set forth in this Section 10 shall be deemed repeated and reaffirmed by the Subscriber to a Company
as of each date that the Subscriber is required to pay a Drawdown Purchase Price or Catch-Up Purchase
Price (or portion thereof) or other payment to, or receives dividends or other distributions from (even if such distribution is
reinvested pursuant to the Dividend Reinvestment Plan), such Company. If at any time during the term of a relevant Company, the representations
and warranties set forth in this Section 10 cease to be true, the Subscriber shall promptly so notify the Company in writing.


 


(c)          Remedies
for Failure to Comply with Section 10. The Subscriber understands and agrees that a Company may not accept any amounts from the Subscriber
if it cannot make the representations set forth in this Section 10, and may require the compulsory Transfer of the Subscriber’s
Shares. In addition, the Subscriber understands and agrees that, in addition to the foregoing remedial measures, (1) in order to comply
with governmental regulations or if a Company determines in its sole discretion that such action is in the best interests of the Company,
the Company may “freeze the account” of the Subscriber, either by prohibiting additional investments by the Subscriber, refusing
to process a distribution to Subscriber or suspending other rights the Subscriber may have under this Subscription Agreement or the Charter
and the Bylaws and (2) a Company may be required to report such action or confidential information relating to the Subscriber (including
disclosing the Subscriber’s identity) to regulatory authorities.


 


11.          FATCA
/ CRS Compliance. The Subscriber 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, each Company and the Administrator
or their respective authorized agents may from time to time require further information or documentation from the Subscriber and, if
and to the extent required under FATCA, the Subscriber’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 Subscriber agrees that it shall provide such information and documentation
concerning itself and its beneficial owners (if any), as and when requested by a Company or the Administrator or their respective authorized
agents sufficient for the Company to comply with its obligations under FATCA. The Subscriber also agrees to complete the appropriate
form of Common Reporting Standard Self Certification, available in Appendix I hereto, to enable each Company to comply with its
obligations under the Organization for Economic Cooperation and Development’s Common Reporting Standard (“CRS”).
The Subscriber acknowledges that, if the Subscriber does not provide the requested information and documentation, a Company may, at its
sole option and in addition to all other remedies available at law or in equity, immediately redeem the Subscriber’s Shares or
prohibit the Subscriber from purchasing additional Shares or participating in additional investments in the Company. The Subscriber hereby
agrees to indemnify and hold harmless each Company from any and all withholding taxes, interest, penalties and other losses or
liabilities suffered by the Company on account of the Subscriber not providing all requested information and documentation in a timely
manner.  The Subscriber shall have no claim against a 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.


 






     17


     


    

 


12.          Subscriber
Information.


 


Each Company reserves the
right to request such information as is necessary to verify the identity of the Subscriber or as may reasonably be requested by the Company
in connection with its operations, including such information requested by the Company in connection with entering into any borrowing
or other financing arrangement. The Subscriber shall promptly on demand provide such information and execute and deliver such documents
as a Company may request to verify the accuracy of the Subscriber’s representations and warranties or as required for the Company’s
operations. In the event of delay or failure by the Subscriber to produce any information required for verification purposes, or if otherwise
required by law or regulation, a Company may refuse to accept the Subscription or may refuse to process a distribution until proper information
has been provided. 


 


The Subscriber agrees further
that the Adviser and each Company shall be held harmless and indemnified against any loss, claim, cost, damage or expense arising as
a result of a failure to process any subscription or distribution if such information as has been required by the Company has not been
provided by the Subscriber or which the Adviser or a Company may suffer as a result of any violations of law committed by the Subscriber.


 


13.         Applicable
Law


 


THIS
SUBSCRIPTION AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE INTERPRETED AND ENFORCED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF DELAWARE.


 


14.         Notices.


 


All notices, consents, requests,
demands, offers, reports, and other communications required or permitted to be given pursuant to this Subscription Agreement shall be
in writing and shall be given, made or delivered by personal hand-delivery, by facsimile transmission, by electronic mail, or by air
courier guaranteeing overnight delivery, addressed as set forth below. Any notice shall be deemed to have been duly given if (i) personally
delivered or delivered by facsimile, when received, or (ii) sent by U.S. Express Mail or recognized overnight courier on the second
following Business Day (or third following Business Day if mailed outside the United States), (iii) delivered by e-mail, when received;
or (iv) posted on a password protected website maintained by a Company or its affiliates and for which any Investor has received
confirmation of such posting and access instructions by electronic mail, when such confirmation is sent.


If to a Company, to:


 


[Name of Company]


175 SW 7th Street,
Unit 1911


Miami, Florida 33130


Phone: (786) 598
2089


Attention: General
Counsel


E-mail: Legal@lafayettesquare.com


 


and, if to the Subscriber,
to the address or e-mail address set forth in the Investor Questionnaire or such other mailing address or facsimile number
of which such Subscriber shall advise the Company in writing. A Company or the Subscriber may change its address by giving notices to
the other in the manner described herein on or before the date of any such change.


 


The provisions of this Section
14 shall not prohibit the giving of written notice in any other manner; any such written notice shall be deemed given only when actually
received.


 






     18


     


    

 


15.         Power
of Attorney.


 


By executing this Subscription
Agreement the Subscriber hereby makes, constitutes and appoints the relevant Company or Companies with full power of substitution and
resubstitution, its true and lawful attorney-in-fact, in the Subscriber’s name, place and stead and in any and all capacities for
its use and benefit, to approve, execute, acknowledge, swear to, file and record:


 


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


 


(b)          all
certificates and other instruments deemed advisable by a Company in order for the Company to enter into any borrowing or other financing
arrangement, including any Subscription Facility, and to grant any pledge or other security interest, including over the Subscriber’s
Commitment or Shares, in connection therewith;


 


(c)          all
certificates and other instruments deemed advisable by a Company to comply with the provisions of this Subscription Agreement and applicable
law or regulation to permit the Company to become or to continue as a BDC;


 


(d)          all
conveyances and other instruments necessary or appropriate to effect the dissolution and liquidation of a Company including, but not
limited to, any shareholder vote to effect the same;


 


(e)          all
other instruments or papers not inconsistent with the terms of this Subscription Agreement that may be required by law to be filed on
behalf of a Company;


 


(f)           the
conversion of a Company from a Delaware limited liability company to a Delaware corporation in connection with, before or following the
Company’s election to be regulated as a BDC under the Investment Company Act; and


  


(g)          any
amendment or modification to any of the foregoing and all other certificates, instruments and documents which said attorney-in-fact determines
in its sole discretion are necessary or desirable to effectuate the provisions of this Subscription Agreement or any Other Subscription
Agreements and the purposes of a Company.


 


It is expressly acknowledged
by the Subscriber that the foregoing power of attorney is coupled with an interest and shall survive death or legal incapacity of the
Subscriber, and is irrevocable. Such power of attorney may be exercised by said attorney-in-fact either by signing separately as attorney-in-fact
for each of the Investors or by listing all the Investors with a single signature as attorney-in-fact for all of them. Such power of
attorney shall survive the termination or dissolution of the Subscriber or any transfer or assignment of its interest in the relevant
Company; provided, however, that such power of attorney shall so survive only to the extent necessary to enable said attorney-in-fact
to effect substitution (if approved by the Company) of the Subscriber’s successor-in-interest. Assignee hereby waives any and all
defenses which may be available to contest, negate or disaffirm the actions of said attorney-in-fact taken in good faith under such power
of attorney.


 


This power of attorney does
not supersede the terms of this Subscription Agreement or any written agreement between the relevant Company and the Subscriber nor is
it to be used to deprive the Subscriber of its rights as a Shareholder, and is intended only to provide a simplified system for execution
of documents. The Subscriber shall execute and deliver to the relevant Company, within five days after the receipt of a request therefor,
such confirmatory powers of attorney as the Company may request.


 


16.          Effect
of Representations; Survival; Indemnity


 


The Subscriber understands
that the offer and sale of the Shares is being made in reliance on specific exemptions from requirements of federal and state securities
laws and that each Company and the Adviser, and the controlling persons of the Adviser and the Company, will rely on the representations,
warranties, agreements, acknowledgements and understandings of the Subscriber set forth herein in determining the applicability of such exemptions.
The Subscriber hereby confirms that all such representations and warranties shall remain true and complete on the date of acceptance
by each relevant Company of the Subscriber’s subscription hereunder.


 






     19


     


    

 


This Subscription Agreement,
including all representations and warranties of the Subscriber contained herein, shall survive the sale of the Shares to the Subscriber,
and the admission of the Subscriber as a Shareholder of a Company.


 


To the fullest extent permitted
under applicable law, the Subscriber agrees to indemnify and hold harmless each Company, the Adviser
and their respective controlling persons, officers, directors, members, partners, employees, shareholders and affiliates, free and harmless
from and in respect of any and all claims, actions, demands, causes of action, liabilities, losses and expenses whatsoever (including,
without limitation, attorneys’ fees) due to or arising from the breach or alleged breach of any of the representations, warranties
or covenants made by or on behalf of Subscriber in this Subscription Agreement or in any attachments hereto, including the Investor
Questionnaire, or in the Operative Documents.  Any claims for indemnity may be offset against
subsequent distributions subject to applicable law.


  


17.         Confidentiality.


 


The Subscriber acknowledges
that the Memorandum and other information relating to the Companies, including this Subscription Agreement (the “Confidential
Information”), have been submitted to the Subscriber on a confidential basis for use solely in connection with the Subscriber’s
consideration of the purchase of Shares. In addition, Confidential Information includes non-public information regarding the Companies
and any other investment vehicles whose investment adviser is the Adviser or an affiliate of the Adviser. The Subscriber agrees to comply
with all laws, including securities laws, concerning Confidential Information, and Subscriber agrees that it shall not trade in the securities
of any issuer about which Subscriber receives material non-public information under this Subscription Agreement or in its capacity as
a holder of Shares and shall refrain from such trading until any material non-public information no longer constitutes material non-public
information.


 


The Subscriber agrees that
(whether or not such Subscriber purchases any Shares), without the prior written consent of the relevant Company (which consent may be
withheld at the sole discretion of the Company), the Subscriber shall not reproduce, distribute or make available the Memorandum or any
other Confidential Information, in whole or in part, to any person other than (a) such Subscriber’s investment, legal, tax, accounting
and other advisers assisting in the Subscriber’s evaluation of an investment in the Shares, (b) any person who is an officer or
employee of the Subscriber who is involved in its investments, or (c) any partner (general or limited) or affiliate of the Subscriber
(provided in the case of each of clauses (a), (b) and (c) that such advisers or other persons are first advised of and agree to comply
with the confidentiality and use restrictions on Confidential Information and provided further that, the Subscriber remains responsible
for such advisers’ or other person’s compliance with the restrictions contained herein), it being understood and agreed that
if the Subscriber is a pooled investment fund, it shall only be permitted to disclose the Memorandum or other Confidential Information
if the Subscriber has required its investors to enter into confidentiality undertakings no less onerous than the provisions of this Section
17 and the Subscriber remains liable for any breach of this Section 17 by its investors; provided, however, that the Subscriber
may disclose or make available the Confidential Information or a portion thereof to another person to the extent that such information
is (i) previously known by such person through a source (other than from the Company or its affiliates or as a result of any action
or omission of the Subscriber or any person to whom the Subscriber has disclosed such information) not bound by any obligation to keep
confidential such information, (b) in the public domain (other than as a result of any action or omission of the Subscriber or any
person to whom the Subscriber has disclosed such information), (c) later lawfully obtained by such person from sources (other than
from the Company or its affiliates or as a result of any action or omission of the Subscriber or any person to whom the Subscriber has
disclosed such information) not bound by any obligation to keep such information confidential or (d) such information is required by
applicable law or regulation to be disclosed, in which case the Subscriber shall first notify the Company of such requirement (unless
such notification is prohibited by law) so that the Company may pursue a protective order or other appropriate remedy or waive compliance
with the terms of this Section 17, and if a protective order or other appropriate remedy is not obtained, or if the Company waives compliance
with the terms of this Section 17, then the Subscriber shall disclose only that portion of Confidential Information that the Subscriber
is advised by counsel is legally required to be disclosed and shall use its commercially reasonable efforts to protect the confidentiality
of such information disclosed, including by requesting that confidential treatment be accorded such information. The Subscriber further
agrees to return the Memorandum and any other information relating to the Company in the event that the Subscriber does not purchase
any Shares or promptly upon the Company’s request therefor. The Subscriber acknowledges and agrees that monetary damages would
not be sufficient remedy for any breach of this Section 17 by the Subscriber 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.


 






     20


     


    

 


18.         No
Joint Liability Among the Companies, the Adviser, and the Administrator.


 


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


 


19.         Independent
Nature of Subscribers’ Obligations and Rights.


 


The obligations of the Subscriber
hereunder are several and not joint with the obligations of any Other Investor. Nothing contained herein or in any other agreement or
document delivered at any Closing, and no action taken by the Subscriber pursuant hereto or thereto, shall be deemed to constitute the
Shareholders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Shareholders
are in any way acting in concert with respect to such obligations or the transactions contemplated by this Subscription Agreement.


 


20.         Third-Party
Beneficiaries.  


 


Subscriber
acknowledges and agrees that each of Lafayette Square Holding Company, LLC and its present and future affiliates will be a third-party
beneficiary with respect to this Subscription Agreement, and it shall be entitled to enforce any rights or remedies which are intended
to benefit it hereunder to the same extent as if it was a party to this Subscription Agreement. Subscriber further acknowledges and agrees
that Subscriber is not intended to be a third-party beneficiary of any contract entered into by (or on behalf of) the Company, including
contracts with the Adviser, the Administrator or other parties who provide services to the Company.


 


21.       Amendments
and Waivers.  


 


This
Subscription Agreement may be amended only with the written consent of the Subscriber and the relevant Company or Companies. The observance
of any provision of this Subscription Agreement may be waived (either generally or in a particular instance and either retroactively
or prospectively) by the party hereto that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth
in a written instrument duly executed by or on behalf of such party waiving such term or condition.  No waiver by any party hereto
of any provision of this Subscription Agreement in any one or more instances shall be deemed to be or construed as a waiver of the same
or other provision of this Subscription Agreement on any future occasion.  No delay or omission in the exercise of any power, remedy
or right herein provided or otherwise available to any party hereto shall impair or affect the right of such party thereafter to exercise
the same.  Any extension of time or other indulgence granted to any party hereto shall not otherwise alter or affect any power,
remedy or right with respect to the other party hereto, or the obligations of the party hereto to whom such extension or indulgence is
granted.  All remedies, either under this Subscription Agreement or by law or otherwise afforded, shall be cumulative and not alternative.


 


22.       Successors
and Assigns.  


 


This
Subscription Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors of the parties
hereto.  However, except as otherwise provided in this Subscription Agreement, the Subscriber shall not transfer this Subscription
Agreement or any of its rights in, to or under this Subscription Agreement, and any attempted transfer shall be void and without force
or effect. 


 






     21


     


    

 


23.       Construction.


 


The captions used herein
are intended for convenience of reference only, and shall not modify or affect in any manner the meaning or interpretation of any of
the provisions of this Subscription Agreement.


 


As used herein, the singular
shall include the plural, the masculine gender shall include the feminine and neuter, and the neuter gender shall include the masculine
and feminine, unless the context otherwise requires.


 


The words “hereof,”
 “herein,” and “hereunder,” and words of similar import, when used in this Subscription Agreement shall refer
to this Subscription Agreement as a whole and not to any particular provision of this Subscription Agreement.


 


All references herein to
Sections shall be deemed to refer to Sections of this Subscription Agreement, unless specified to the contrary.


 


Whenever the words “include”,
 “includes” or “including” are used in this Subscription Agreement, they shall be deemed to be followed by the
words “without limitation”, whether or not they are in fact followed by those words or words of like import.


  


24.       Arbitration;
Venue; Waiver of Jury Trial.


 


Any
dispute relating to this Subscription Agreement which cannot be amicably resolved between the parties shall be resolved by binding arbitration
conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association then prevailing, and the decision
of the arbitrators shall be final and binding on all the parties.  Notwithstanding the foregoing, the parties agree that no consequential,
indirect, exemplary or punitive damages shall be awarded in any such arbitration.  The costs of the arbitration (other than fees
and expenses of counsel, which shall be the responsibility of the parties retaining such counsel) shall be shared equally by the parties,
subject to the indemnification provisions set forth in Section 16.  The parties agree that exclusive venue for any arbitration pursuant
to this Section 24 shall be in New Castle County, Delaware and that notice of such arbitration
may be provided in the manner set forth in Section 14. 


 


In
addition, the parties hereby agree that, except as may otherwise be set forth in the Charter, the federal or state courts in New
Castle County, Delaware shall have exclusive jurisdiction over any claim or cause of action directly or indirectly based upon or arising
out of or directly or indirectly related to this Subscription Agreement that is deemed to be not covered by this arbitration clause.
To the fullest extent
permitted by applicable law, and unless otherwise agreed by the Company in writing, the Subscriber hereby irrevocably and unconditionally
WAIVES ANY RIGHT THAT THE SUBSCRIBER MAY HAVE TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON
OR ARISING OUT OF, OR DIRECTLY OR INDIRECTLY RELATED TO, THIS SUBSCRIPTION AGREEMENT.


 


Notwithstanding anything
to the contrary in this Subscription Agreement, unless a Company consents in writing to the selection of an alternative forum, the federal
district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the
resolution of any complaint asserting a cause of action arising under the Securities Act.


 


25.         Severability


 


If any one or more of the
provisions contained in this Subscription Agreement, or any application thereof, shall be invalid, illegal or unenforceable in any respect,
the validity, legality and enforceability of the remaining provisions contained herein and all other applications thereof shall not in
any way be affected or impaired thereby.


 


26.
        Counterparts; Facsimile or PDF Signatures.


 


This
Subscription Agreement may be executed in several counterparts, each of which shall be deemed an original but all of which shall constitute
one and the same instrument. Electronic signatures and facsimile or PDF counterpart signatures to this Subscription Agreement
shall be acceptable and binding and shall be of the same legal effect, validity and enforceability as a manually executed signature to
the fullest extent permitted by applicable law.


 






     22


     


    

 


27.        No
Independent Legal Representation.


 


Dechert
LLP (“Dechert”) has acted as legal counsel to each Company in connection with the offering of Shares. As of the Closing
Date, Dechert also acts as legal counsel to the Adviser and its affiliates.  Conflicts could arise due to these multiple representations. 
The Subscriber understands that, in connection with the offering and subsequent advice provided to a Company, Dechert will not represent
Shareholders of any Company, and no independent legal counsel has been retained to represent the Shareholders of any Company.  The
Subscriber hereby acknowledges and agrees that in the event that any dispute or controversy arises between any Subscriber and a Company
or between any Subscriber and the Adviser and/or any of its affiliates that Dechert represents, then each Subscriber agrees that Dechert
may represent the Company or the Adviser and/or its affiliates in any such dispute or controversy to the fullest extent permitted by
applicable law, regulation or professional rules in the relevant jurisdictions and each Subscriber hereby consents to such representation.


 


28.       Electronic
Delivery of Communications.  


 


The
Subscriber hereby acknowledges and agrees that the Companies and/or the Adviser may deliver and make reports, statements and other communications,
including, without limitation, the Memorandum, the Operative Documents, this Subscription Agreement, Forms 1099 and other tax-related
information and documentation (“Account Communications”), available to the Subscriber in electronic form, such as
e-mail or by posting on a web site.  It is the Subscriber’s affirmative obligation to notify the Company in writing if the
Subscriber’s e-mail address(es) set forth in the Investor Questionnaire change(s). The
Subscriber may revoke or restrict its consent to electronic delivery of Account Communications at any time by notifying the Company,
in writing, of the Subscriber’s intention to do so, and will thereafter receive such Account Communications in paper form.


 


29.       Entire
Agreement.


 


This Subscription Agreement,
together with any other document that may be delivered in connection herewith and signed by both parties hereto, sets forth the entire
understanding among the parties relating to the subject matter hereof, any and all prior correspondence, conversations, and memoranda
or other writings being merged herein and replaced and being without effect hereon. No promises, covenants or representations of any
character or nature other than those expressly stated herein or in any such other document have been made to induce any party to enter
into this Subscription Agreement.


 


[End of page – signature pages follow]


 






     23


     


    

 


Lafayette Square BDCs

Subscription Agreement Signature Page


 


IN WITNESS WHEREOF, the Subscriber
has executed this Subscription Agreement as of____________________, 20___ for the following Companies, with the following capital commitments:


 


[●]


 


*Please check the box if this is a subsequent
capital commitment rather than an initial capital commitment to the company indicated in the left-hand column of the row.


  


	Name of the Subscriber (exactly as it

    appears in the Subscriber’s records)*	 	 
	 	 	 
	 	 	 
	Signature of Subscriber or Authorized Signatory	 	Additional Signature if Required
	 	 	 
	 	 	 
	Print Name	 	Print Name of Additional Signatory
	 

    _____________________________________________
	 	 

    _____________________________________________

	DOB  

     

    _____________________________________________

    Address**

     
	 	 DOB of Additional Signatory

     

    _____________________________________________

    Address of Additional Signatory**

	_____________________________________________	 	 
	 	 	 
	Title

     

    _______________________________________________
	 	Print Title of Additional Signatory

    

    ______________________________________________
	Social Security Number/Federal Tax Identification Number

    


    ______________________________________________

    E-mail address of Subscriber

     

    ______________________________________________

    Phone number of Subscriber

     

    ______________________________________________

    Citizenship Status of Subscriber***
	 	 Social Security Number/Federal Tax Identification Number

     

    _____________________________________________

    E-mail address of Additional Signatory

     

    _____________________________________________

    Phone number of Additional Signatory

     

    _____________________________________________

    Citizenship Status of Additional Signatory***

      

    Record Address of the Subscriber

    (P.O. Boxes cannot be accepted)****: 

     

	 	 	 
	 	 	 


  



     


     


    

 


Name of Trustees or Fiduciaries exercising investment
discretion with respect to the Subscriber:


 


	 	                 Signature	Printed Name	Title           	
	 	 	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 


 


If applicable, the custodian of the Subscriber,
including a custodian for an IRA, should complete and sign the bottom line of this signature page


 


	Signature	Printed Name	Title
	 	 	 		 
	



 


*If the Subscriber is an IRA, the
person who directed the IRA’s investment in the Company should execute the representation on the next page.


 


**If the address of the Subscriber(s) is the
same as the record address, please leave blank.


 


***Please list one of the three following categories:
(1) U.S. Citizen, (2) Resident Alien, (3) Non-Resident Alien. If the Subscriber or Additional Signatory is a non-resident alien, provide
relevant W-8BEN.


 


****The record address should be the
legal residence address where the Subscriber files tax returns.


 


 



 






     


     


    

 



 


ADDITIONAL REPRESENTATION WITH RESPECT TO INVESTMENT FROM AN IRA


 


If the Subscriber is an IRA, the individual who
established the IRA or other person who directed the IRA’s investment in the Company, as the case may be: (i) has directed the
custodian of the IRA to execute this Subscription Agreement as an Authorized Signatory; (ii) has exclusive authority with respect to
the decision to invest in the Company; and (iii) has signed below to indicate that he or she has reviewed this Subscription Agreement
and so directs the custodian, and certifies as to the accuracy of the representation and warranties made by the Subscriber herein.


 


	 	 
	Signature of Person Directing an IRA Investment	 
	 	 
	 	 
	Print Name of IRA	 
	 	 
	 	 
	Print Name of Custodian	 
	 	 
	Address and E-mail of Custodian and	 
	Contact Person:	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	Account or Other Reference Number:	 
	 	 
	 	 
	 	 
	Custodian’s Tax I.D. Number	 
	 	 
	 	 
	 	 
	Custodian Authorization	 
	 	 
	 	 




 






     


     


    

 





BROKER-DEALER RELATED INFORMATION


   


	 	 	 
	Broker-dealer name or RIA firm name	 	Financial representative name
	 	 	 
	 	 	 
	Advisor/CRD number	 	Branch Number
	 	 	 
	 	 	 
	Financial representative signature	 	Principal Signature
	 	 	 
	 	 	 
	Date (mm/dd/yyyy)	 	Date (mm/dd/yyyy)
	 	 	 
	 	 	 
	 	 	 
	Mailing Address	 	Email Address




 






     


     


    

 





APPENDIX A

INVESTOR QUESTIONNAIRE


 


Please complete each Section
of this Investor Questionnaire. Capitalized terms not defined herein shall have the meanings assigned to them in the Subscription Agreement,
unless indicated otherwise.


 


	I.	General Information.


 


1.         If
Subscriber is not holding for Subscriber’s own account, provide the name and address for whom the interest is being held:


 







	 



2.         Investor category
of Subscriber (check all that apply)


 


	 ̈	Individual U.S. person (including
    your trust)	 ̈	Banking or thrift institution
	 ̈	Individual Non-U.S. person (including trust)	 ̈	State or municipal government entity
	 ̈	Broker-dealer	 	  (excluding pension plans)
	 ̈	Insurance company	 ̈	State or municipal pension plan
	 ̈	Investment company registered with SEC	 ̈	Sovereign wealth fund and
	 ̈	Private fund	 	  foreign official institutions
	 ̈	Non-profit	 ̈	Other Non-U.S. person
	 ̈	Pension plan (excluding government plans)	 ̈	Other


  


3.        Form of Subscriber
(check all that are applicable):


 


	 ̈	Individual	 ̈	Grantor trust
	 ̈	Joint tenants	 ̈	Other trust
	 ̈	Tenants in common	 ̈	IRA/Keough Plan/SEP
	 ̈	Limited partnership	 ̈	Other Employee benefit plan
	 ̈	General partnership	 ̈	Non-profit, endowment or foundation
	 ̈	Limited liability company	 ̈	Other exempt organization
	 ̈	C corporation	 ̈	Nominee
	 ̈	S corporation	 ̈	Fiduciary
	 ̈	Estate	 ̈	Disregarded entity
	 	 	 ̈	Other (describe):                                            


 


4.        Tax year end (month
and day):                                                 


 


5.        Is the Subscriber
a “fund of funds”?


 


	 ̈ Yes	 	 ̈ No




  


6.        If
the Subscriber is an individual, or if the Subscriber is an entity in which an individual holds, directly or indirectly, more than five
percent (5.0%) of the ownership or beneficial interests, please identify (i) all such individuals, and (ii) all entities for which such
individuals serve as employee, officer or director.


 






 





 


 






     


     


    

 


Lafayette Square BDCs 

INVESTOR QUESTIONNAIRE


 


	II.	Accredited Investor Status


 


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


 


The Subscriber is:


 


	 ̈	(i)	A natural person whose individual net worth, or joint net worth with
    that person's spouse or spousal equivalent, exceeds $1,000,000.
	 	 	 
	 ̈	(ii)	A natural person who had individual income in excess of $200,000 in
    each of the most recent two years, or joint income with that person's spouse or spousal equivalent in excess of $300,000 in each
    of the most recent two years and who has a reasonable expectation of reaching the same income level in the current year.
	 	 	 
	 ̈	(iii)	A director or executive officer (as defined in Rule 501(f) of Regulation
    D under the Securities Act) of the Company.
	 	 	 
	 ̈	(iv)	A natural person (or the grantor, in the case of a revocable grantor
    trust) holding in good standing a Series 7, 65 and/or 82 license and/or such other professional certification(s) or designation(s)
    or credential(s) from an accredited educational institution that the Securities and Exchange Commission has designated as qualifying
    an individual for accredited investor status (please specify in the space provided): ________________________________________________________.
	 	 	 
	 ̈	(v)	A natural person (or the grantor, in the case of a revocable grantor
    trust) who is a “knowledgeable employee,” as defined in Rule 3c-5(a)(4) under the Investment Company Act.
	 	 	 
	 ̈	(vi)	A bank (as defined in Section 3(a)(2) of the Securities Act) or a savings
    and loan association or other institution (as defined in Section 3(a)(5)(A) of the Securities Act) whether acting in its individual
    or fiduciary capacity.
	 	 	 
	 ̈	(vii)	A broker or dealer registered pursuant to Section 15 of the Exchange
    Act. 
	 	 	 
	 ̈	(viii)	An insurance company (as defined in Section 2(a)(13) of the Securities
    Act).
	 	 	 
	 ̈	(ix)	An investment company registered under the Investment Company Act or
    a business development company (as defined in Section 2(a)(48) of the Investment Company Act).
	 	 	 
	 ̈	(x)	A Small Business Investment Company licensed by the U.S. Small Business
    Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958, as amended, or a Rural Business Investment
    Company (as defined in Section 384A of the Consolidated Farm and Rural Development Act).
	 	 	 
	 ̈	(xi)	An investment adviser registered pursuant to Section 203 of the Investment
    Advisers Act of 1940, as amended (the “Advisers Act”) or registered pursuant to the laws of a state or an investment
    adviser relying on the exemption from registering with the Securities and Exchange Commission under Section 203(l) or (m) of the
    Advisers Act.
	 	 	 
	 ̈	(xii)	A plan established and maintained by a state, its political subdivisions
    or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total
    assets in excess of $5,000,000.





 






    A-2 


     


    

 


Lafayette Square BDCs 

INVESTOR QUESTIONNAIRE


 


	 ̈	(xiii)	An employee benefit plan within the meaning
    of ERISA, if (A) the investment decision is made by a plan fiduciary (as defined in Section 3(21) of ERISA) which is either a bank,
    savings and loan association, insurance company or registered investment advisor, (B) the employee benefit plan has total assets
    in excess of $5,000,000 or (C) if the plan is a self-directed plan, its investment decisions are made solely by persons who are accredited
    investors.

     

	 ̈	(xiv)	A private business development company (as defined in Section 202(a)(22)
    of the Advisers Act).
	 	 	 
	 ̈	(xv)	A corporation, a partnership, a limited liability company, an organization
    described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or a Massachusetts or similar business trust, not
    formed for the specific purpose of acquiring securities, with total assets in excess of $5,000,000.
	 	 	 
	 ̈	(xvi)	A trust, with total assets in excess of $5,000,000, not formed for
    the specific purpose of acquiring securities, whose acquisition is directed by a person who, either alone or with his or her purchaser
    representative(s), has such knowledge and experience in financial business matters that such person is capable of evaluating the
    merits and risks of acquiring securities.
	 	 	 
	 ̈	(xvii)	A “family office,” as defined in Rule 202(a)(11)(G)-1 under
    the Advisers Act, in each case not formed for the specific purpose of acquiring the Interests, with total assets under management
    in excess of $5,000,000 and whose prospective investment is directed by a person who has such knowledge and experience in financial
    and business matters that such family office is capable of evaluating the merits and risks of the prospective investment.
	 	 	 
	 ̈	(xviii)	A “family client,” as defined in Rule 202(a)(11)(G)-1 under
    the Advisers Act, of a family office meeting the requirements in the above paragraph and whose prospective investment in the Interests
    is directed by such family office by a person who has such knowledge and experience in financial and business matters that such family
    office is capable of evaluating the merits and risks of the prospective investment.
	 	 	 
	 ̈	(xix)	An entity, of a type not listed above, not formed for the specific
    purpose of acquiring the Interests, with total investments (as defined in Rule 2a51-1(b) under the Investment Company Act) in excess
    of $5,000,000.
	 	 	 
	 ̈	(xx)	An entity in which all of the equity owners meet the requirements of
    at least one of the above subparagraphs for accredited investors.


 


Check all applicable
categories.


 









    A-3 


     


    




 


Lafayette Square BDCs 

INVESTOR QUESTIONNAIRE


 


	III.	Supplemental Information


 


	1.	Is the Subscriber, or will the Subscriber be, a Benefit Plan Investor
    (as defined below) or is it or will it use the assets of an entity or other Person that is or will in the future be a Benefit Plan
    Investor to invest in the Company?


 


	 ̈ Yes	 	 ̈ No




 


A “Benefit
Plan Investor” is


 


	 	·	Any “employee benefit plan” as defined in Section 3(3)
    of ERISA that is subject to ERISA.


 


	 	·	Any “plan” described in Section 4975(e)(1) of the Code
    that is subject to Section 4975 of the Code. Such a plan includes, without limitation, an “individual retirement account”
    described in Section 408 or 408A of the Code, a Keogh plan, an Archer MSA described in Section 220(d) of the Code, a Coverdell education
    savings account described in Section 530 of the Code and a health saving account described in Section 223(d) of the Code.


 


	 	·	Any entity that is, or would be deemed to be using “plan assets”
    (within the meaning of Section 3(42) of ERISA) to purchase or hold its investments.


 


	2.	Is the Subscriber, or will the Subscriber
    be, an entity (other than an insurance company general account), whose assets will be deemed to constitute “plan assets”
    subject to ERISA or Section 4975 of the Code by reason of investment in such entity by other Benefit Plan Investors? 

	 	 
	 	 ̈ Yes	 	 ̈ No
	 	 
	3.	Answer this Question only if the answer to Question
    (2) above is “yes”: What is the maximum percentage of the Subscriber’s assets that constitutes or will constitute
    “plan assets” subject to ERISA or Section 4975 of the Code?


 


                               %


 


	4.	If the Subscriber is or will be an insurance company general account,
    does or will any portion of the underlying assets in its general account constitute “plan assets” subject to ERISA or
    Section 4975 of the Code?



 



	 ̈ Yes	 	 ̈ No





 


	5.	Answer this Question only if the answer to Question (4) above
    is “yes”: What is the maximum percentage of the assets in the Subscriber’s general account that constitutes or
    will constitute “plan assets” subject to ERISA or Section 4975 of the Code?


 


                               %


 


	Without limiting the remedies available in the event
    of a breach, the Subscriber agrees promptly to notify the Company in writing if there is a change in the percentage as set forth
    in Question (3) or Question (5) above and at such other time or times as the Company may request.


 


Related Parties/Other Beneficial Parties


 









    A-4 


     


    





 


Lafayette Square BDCs


INVESTOR QUESTIONNAIRE


 


	6.	Is the Subscriber, or will the Subscriber 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 (a “Controlling Person”)?
    For purposes of this representation, 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        ̈ No


 


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


 


 ̈
Yes        ̈ No


 


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


 


	 	 	 


 


	8.	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 Subscriber)? (By way of example, and not limitation, a “nominee” Subscriber or a Subscriber who has entered into
    swap or other synthetic or derivative instruments or arrangements with regard to the Shares to be acquired herein would check “Yes.”)


 


 ̈Yes
        ̈ No


 


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


 


BHC Investor Status


 


	9.	Is the Subscriber a “BHC Investor”?*


 


 ̈Yes
        ̈No


 


*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.


 


New York State Tax Domicile


 


	10.	Is the Subscriber’s tax domicile the State of New York?


 


 ̈
Yes        ̈No





 






    A-5


     


    

 


Lafayette Square BDCs


INVESTOR QUESTIONNAIRE



 


	IV.	Dividend Reinvestment Plan.


 


Pursuant to the Company’s dividend
reinvestment plan, cash distributions to investors are automatically reinvested for additional Shares. Subscribers may opt in or opt
out of the plan by checking the appropriate box below. Elections may be altered by notifying SS&C in writing at 430 W 7th
Street, Suite 219952 Kansas City, MO 64105-1407. A change in election must be received by SS&C at least ten calendar days prior to
any distribution date; otherwise, such election shall be effective only with respect to any subsequent distributions.


 


If neither box is checked, Subscriber
will be automatically enrolled in the Company’s dividend reinvestment plan.


 


 ̈ Opt-out
of the Dividend Reinvestment Plan to receive cash distributions


 


 ̈ Opt-in
to the Dividend Reinvestment Plan to reinvest distributions for additional Shares


 


If you elected to Opt-out of the Dividend Reinvestment
Plan, you must provide the below bank instructions, or you will remain enrolled in the Company’s Dividend Reinvestment Plan.


 


		 	 
	 	 	 
	Your Bank’s ABA Routing Number	 	Your Bank Account
                                            Number
	 	 	 
	 	 	 
	 	 	 
	Financial Institution Name	 	Mailing Address
	 	 	 
	 	 	 
	 	 	 
	City	 	State
	 	 	 
	 	 	 
	 	 	 
	Zip Code	 	 



 


	V.	Supplemental Data for Entities


 


	1.	If the Subscriber is not a natural person, the Subscriber must furnish
    the following supplemental data (Natural persons may skip this Section V of the Investor Questionnaire):



 


	Jurisdiction
    of organization and location of domicile:               ___________________________________

     

    Subscriber Control Person*:               ____________________________________

     

    *For all entity accounts a Control Person is
    required. The Control person must be a person with significant responsibility for managing the Subscriber, including an executive
    officer or senior manager. 






 






    A-6


     


    

 


Lafayette Square BDCs


INVESTOR QUESTIONNAIRE



 


Is
the Subscriber (a) a trust any portion of which is treated (under subpart E of part I of subchapter J of chapter 1 of subtitle A of the
Code) as owned by a natural person (e.g., a grantor trust), (b) an entity disregarded for U.S. federal income tax purposes and
owned (or treated as owned) by a natural person or a trust described in clause (a) of this sentence (e.g., a limited liability
company with a single member), (c) an organization described in Sections 401(a) or 501 of the Code or (d) a trust permanently set
aside or to be used for a charitable purpose?





 


 ̈
Yes       ̈ No


 


Is
the Subscriber acting on behalf of an unrelated third party (e.g., nominee arrangement)?


 





 ̈
Yes       ̈ No


 





If
 “Yes,” please describe the arrangement: ___________________________


 





Does
the Subscriber have one or more ultimate beneficiaries who (a) are entitled to 10% or more of the proceeds from this investment or (b)
hold 10% or more of the control rights of the Subscriber?


 





 ̈
Yes       ̈ No


 





Is
the Subscriber or any of the ultimate beneficiaries publicly traded?





 


 ̈
Yes       ̈ No


 





Is
the Subscriber or any of the ultimate beneficiaries a regulated entity?





 


 ̈
Yes       ̈ No




 





If
the response to any of the above questions is “yes,” please complete the below chart. If there is insufficient space in the
chart, please include additional sheets of paper with the relevant information.  




 


	 	Name of Subscriber
    and Each 

    10% Beneficial Owner	If
    the Subscriber or Any of 

    the 10% Beneficial Owners 

    Is Publicly Traded, Please Identify 

    the Exchange for the 

    Public Trading.	If
    the Subscriber or Any of the 

    10% Beneficial Owners Is a 

    Regulated Entity, Please Identify 

    Regulator and Jurisdiction.	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


For each 10% Beneficial Owner of the Subscriber
and the Control Person listed above, please provide the below information.


 






    A-7


     


    

 


Lafayette Square BDCs


INVESTOR QUESTIONNAIRE



 


	Name	Date
    of Birth	Address
    (Residential of Business Street Address)	For
    U.S. Persons: Social Security Number	For
    Non-U.S. Persons: Social Security Number, Passport Number and Country of Issuance, or other similar identification number*
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


*In lieu of a passport number, Non-U.S. Persons
may also provide a Social Security Number, an alien identification card number, or number and country of issuance of any other government-issued
document evidencing nationality or residence and bearing a photograph or similar safeguard.


 


	2. 	Was the Subscriber organized for the specific purpose of acquiring
    Shares?
	 	 
	 	 ̈ Yes     
     ̈ No
	 	 
	 	If the above question was answered “Yes,” please contact
    the Company for additional information that will be required.
	 	 
	3.a. 	Is the Subscriber a grantor trust, a partnership or an S-Corporation
    for U.S. federal income tax purposes?
	 	 
	 	 ̈ Yes     
     ̈ No
	 	 
	3.b.	If the question above was answered “Yes,” please indicate
    whether or not:
	 	 
	 	(i) more than 50 percent of the value of the ownership interest of
    any beneficial owner in the Subscriber is (or may at any time during the term of the Company be) attributable to the Subscriber’s
    (direct or indirect) interest in the Company; or
	 	 
	 	 ̈ Yes     
     ̈ No
	 	 
	 	(ii) it is a principal purpose of the Subscriber’s participation
    in the Company to permit any entity to satisfy the 100 partner limitation contained in U.S. Treasury Regulation Section 1.7704-1(h)(3).
	 	 
	 	 ̈ Yes     
     ̈ No



 






    A-8


     


    

 


Lafayette Square BDCs


INVESTOR QUESTIONNAIRE



 


	 	If either question above was answered “Yes,” please contact
    the Company for additional information that will be required.
	 	 
	4. 	Are shareholders, partners or other holders of equity or beneficial
    interests in the Subscriber able to decide individually whether to participate, or the extent of their participation, in the Subscriber’s
    investment in the Company (i.e., can shareholders, partners or other holders of equity or beneficial interests in the Subscriber
    determine whether their capital will form part of the capital invested by the Subscriber in the Company)?
	 	 
	 	 ̈ Yes     
     ̈ No
	 	 
	 	If the above question was answered “Yes,” please contact
    the Company for additional information that will be required.
	 	 
	5.a.	Is the
    Subscriber a private investment company which is not registered under the Investment Company Act in reliance on:

     

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

     

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

	 	 
	5.b.	If the Subscriber answered “Yes” to any part of question
    5.a. please indicate whether or not the Subscriber was formed on or before April 30, 1996.
	 	 
	 	 ̈ Yes     
     ̈ No
	 	 
	5.c. 	If question 5.b. was answered “Yes,” please indicate whether
    or not the Subscriber has obtained the consent of its direct and indirect beneficial owners to be treated as a “qualified purchaser”
    as provided in Section 2(a)(51)(C) of the Investment Company Act and the rules and regulations thereunder.
	 	 
	 	 ̈ Yes     
     ̈ No
	 	 
	 	If question 5.c. was answered “No,” please contact the
    Company for additional information that will be required.
	 	 
	5.d. 	Does the amount of the Subscriber’s Commitment exceed 40% of
    the total assets (on a consolidated basis with its subsidiaries) of the Subscriber?
	 	 
	 	 ̈ Yes     
     ̈ No
	 	 
	6.	Is the Subscriber an “investment company” registered or
    required to be registered under the Investment Company Act, as amended?
	 	 
	 	 ̈ Yes     
     ̈ No
	 	 
	7. 	Is the Subscriber subject to the U.S. Freedom of Information Act, 5
    U.S.C. § 552, (“FOIA”), any state public records access laws, any state or other jurisdiction’s laws
    similar in intent or effect to FOIA, or any other similar statutory or regulatory requirement that might result in the disclosure
    of confidential information relating to the Company?
	 	 
	 	 ̈ Yes     
     ̈ No
	 	 
	 	If the question above was answered “Yes,” please indicate
    the relevant laws to which the Subscriber is subject and provide any additional explanatory information in the space below:



 


		 	 
	 	 	 
	 	 	 



 






    A-9


     


    

 


Lafayette Square BDCs


INVESTOR QUESTIONNAIRE



 


	8.a.	If the Subscriber is an entity substantially owned by a “government
    entity”1 (e.g., a single investor vehicle)
    and the investment decisions of such entity are made or directed by such government entity, please provide the name of the government
    entity: ____________________________
	 	 
	 	Please note that, if the Subscriber enters the name of a government
    entity in response to this question 8.a., the Company will treat the Subscriber as if it were the government entity for purposes
    of Rule 206(4)-5 of the Advisers Act (the “Pay to Play Rule”).
	 	 
	8.b.	If the Subscriber is (i) a government entity, (ii) acting as trustee,
    custodian or nominee for a beneficial owner that is a government entity, or (iii) an entity described in question 8.a., the Subscriber
    hereby certifies that:
	 	 
	 	 ̈
    other than the Pay to Play Rule, no “pay to play” or other similar compliance obligations would be imposed on
    the Company, the Adviser or their affiliates in connection with the Subscriber’s subscription;

     

    - OR
    - 

	 	 
	 	 ̈
    If the Subscriber cannot make the above certification, indicate in the space below all other “pay to play” laws,
    rules or guidelines, or lobbyist disclosure laws or rules, the Company, the Adviser or their affiliates or employees would be subject
    to in connection with the Subscriber’s subscription: 




 


		 	 
	 	 	 
	 	 	 



 


	9. 	Is the Subscriber (i) a private investment company which is not registered
    under the Investment Company Act in reliance on Section 3(c)(1) or Section 3(c)(7) thereof; (ii) an “investment company”
    registered under the Investment Company Act or (iii) a “business development company,” as defined in Section 202(a)(22)
    of the Advisers Act?
	 	 
	 	 ̈ Yes     
     ̈ No
	 	 
	 	If the box above was checked “Yes,” please contact the
    Company for additional information that will be required.





 





 



1              Any
U.S. state or political subdivision of a U.S. state, including:


 


(i)      Any agency, authority,
or instrumentality of the U.S. state or political subdivision;


 


(ii)     A pool of assets sponsored
or established by the U.S. state or political subdivision or any agency, authority or instrumentality thereof, including, but not limited
to a “defined benefit plan” as defined in section 414(j) of the Code, or a U.S. state general fund;


 


(iii)    Any participant-directed investment
program or plan sponsored or established by a U.S. state or political subdivision or any agency, authority or instrumentality thereof,
including, but not limited to, a “qualified tuition plan” authorized by section 529 of the Code, a retirement plan authorized
by section 403(b) or 457 of the Code, or any similar program or plan; and


 


(iv)   Officers, agents, or employees of the U.S.
state or political subdivision or any agency, authority or instrumentality thereof, acting in their official capacity.


 






    A-10


     


    





 


Lafayette Square BDCs 

INVESTOR QUESTIONNAIRE


 


[Remainder of Page Intentionally Left Blank]


 






    A- 11


     


    

 


Lafayette Square BDCs 

INVESTOR QUESTIONNAIRE


 


The
Subscriber understands that the foregoing information will be relied upon by the Company for the purpose of determining the eligibility
of the Subscriber to purchase and own Shares in the Company. The Subscriber agrees to notify the Company immediately if any representation
or warranty contained in this Subscription Agreement or any of the information in the Investor Questionnaire becomes untrue at any time.
The Subscriber agrees to provide, if requested, any additional information that may reasonably be required to substantiate the Subscriber’s
status as an Accredited Investor, or to otherwise determine the eligibility of the Subscriber to purchase Shares in the Company. To the
fullest extent permitted by law, the Subscriber agrees to indemnify and hold harmless the Company, the Administrator, the Adviser and
each partner or member 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 herein.



 


	 	Signatures:
	 	 
	 	INDIVIDUAL:
	 	 
	 	 
	 	(Signature)
	 	 
	 	 
	 	(Print Name)
	 	 
	 	 
	 	PARTNERSHIP, CORPORATION,
	 	LIMITED LIABILITY COMPANY, TRUST,
	 	CUSTODIAL ACCOUNT, OTHER:
	 	 
	 	 
	 	 
	 	(Name of Entity)
	 	 
	 	By:	 
	 	 
	 	(Signature)
	 	 
	 	 
	 	 
	 	(Print Name and
    Title)




 






    A- 12


     


    

 


APPENDIX B


BYLAWS OF THE COMPANY


 


 



     


     


    

 


APPENDIX C

CERTIFICATE OF INCORPORATION OF THE COMPANY


 


 



     


     


    

 


APPENDIX D

INVESTMENT ADVISORY AGREEMENT


 






     


     


    

  


APPENDIX E

ADMINISTRATION AGREEMENT


 






     


     


    

 


APPENDIX F

NOTIFICATION OF PRIVACY POLICIES AND PRACTICES


  


How We Protect Your Customer Information


 


We and the Adviser are committed
to maintaining the privacy of our stockholders and to safeguarding their non-public personal information. The following information is
provided to help you understand what personal information we collect, how that information is used, how we protect that information and
why, in certain cases, we may share information with select other parties.


 


What Kind of Information We Collect


 


The Company will collect
non-public personal information about its stockholders in the ordinary course of establishing and servicing their accounts. Non-public
personal information means personally identifiable financial information that is not publicly available and any list, description, or
other grouping of stockholders that is derived using such information. For example, it includes a stockholder’s address, tax identification
number or social security number, account balance, income, investment activity and bank account information. We do not disclose any non-public
personal information about our stockholders or former stockholders to anyone, except as permitted by law or as is necessary in order
to service stockholder accounts (for example, to a transfer agent or third-party administrator), as discussed further below.


 


Who Has Access to Customer Information


 


We restrict access to non-public
personal information about the Company’s stockholders to employees of the Adviser and its affiliates for everyday business purposes,
for example, to service the investor’s accounts and, unless an investor opts out, to provide the investor with information about
other products and services offered by the Company, the Adviser, or their respective affiliates that may be of interest to the investor.


 


In addition, the Company,
the Adviser, or their respective affiliates may disclose information that the Company, the Adviser, or their respective affiliates collect
regarding investors to third parties who are not affiliated with the Company, the Adviser, or their respective affiliates (1) as
authorized by the investors in the applicable subscription agreements or the Company’s organizational documents; (2) as required
by applicable law or in connection with a properly authorized legal or regulatory investigation, subpoena or summons, or to respond to
judicial process or government regulatory authorities having property jurisdiction; (3) as required to fulfill investor instructions;
or (4) as otherwise permitted by applicable law to perform support services for investor accounts or process investor transactions
with the Company or its affiliates.


 


The Company and the Adviser
maintain physical, electronic and procedural safeguards to seek to guard investor nonpublic personal information.


 


Updating Your Information


 


To help us keep your customer
information up-to-date and accurate, please contact the Adviser if there is any change in your personal information.


 






     


     


    

 


APPENDIX G

TRANSFER RESTRICTIONS


 


This Appendix G is attached to and made
a part of the Subscription Agreement with the Subscriber. Capitalized terms not defined herein shall have the meanings assigned to them
in the Subscription Agreement.


 


During the Restricted Period, the Subscriber
may not Transfer (or publicly announce, or cause to be publicly announced, its intent to Transfer) all or any portion of its Shares or
Commitment without registration of the Transfer on the Company’s books, if applicable, and unless (1) the Company provides its
prior written consent and (2) the Transfer is made in accordance with applicable securities laws.
The “Restricted Period” is 180 days after the closing date of the Liquidity Event for all of the Shares held by a
Shareholder prior to the closing date of the Liquidity Event, 270 days after the closing date of the Liquidity Event for two-thirds of
the Shares held by a Shareholder prior to the closing date of the Liquidity Event and 365 days after the closing date of the Liquidity
Event for one-third of the Shares held by a Shareholder prior to the closing date of the Liquidity Event.


 


In any event, the consent of the Company may
be withheld in its sole discretion, including, among other reasons, (1) 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 (2) unless, in
the opinion of counsel (who may be counsel for the Company) satisfactory in form and substance to the Company, such Transfer would not
violate the Securities Act or any state (or other jurisdiction) securities or “blue sky” laws applicable to the Company or
the Shares to be Transferred.


 


In addition, prior to a Liquidity Event sufficient
to cause the Company to treat the Shares as a “publicly-offered security” for purposes of ERISA, the Company will use commercially
reasonable efforts to prevent its assets from being deemed to be “plan assets” for purposes of ERISA or Section 4975 of the
Code. The Company may reject any Transfer of Shares if such Transfer could (1) result in the Company’s assets being considered
to be “plan assets” for purposes of ERISA or Section 4975 of the Code or (2) constitute or result in a non-exempt prohibited
transaction under ERISA or Section 4975 of the Code or a non-exempt violation of any Similar Law.


 


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


 


Any person that acquires all or any portion of
the Commitment of the Subscriber in a Transfer permitted under this Appendix G shall be obligated to pay to the Company the
appropriate portion of any amounts thereafter becoming due in respect of the Commitment committed to be made by its predecessor in interest.
The Subscriber agrees that, notwithstanding the Transfer of all or any fraction of its Commitment, as between it and the Company it shall
remain liable for its Commitment and for all payments of any Drawdown Purchase Price or Catch-Up Purchase Price required to be made by
it (without taking into account the Transfer of all or a portion of the Commitment or Shares) prior to the time, if any, when the purchaser,
assignee or transferee of such Commitment, or portion thereof, executes and delivers to the Company documentation evidencing such person’s
obligations to fund such Commitment.


 


The Company shall not recognize for any purpose
any purported Transfer of all or any portion of the Shares and/or Commitment and shall be entitled to treat the transferor of the Shares
and/or Commitment, as applicable, as the absolute owner or obligor 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 to the Transfer 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 (1) 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 (2) 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. In the event any
person is or becomes the owner of Shares in violation of the provisions of this Appendix G, Subscriber
agrees and acknowledges that the Company shall have the power to repurchase, or cause to be repurchased, the Shares of such person;
provided, any such repurchase will be conducted in accordance with the terms of the Charter and Bylaws, the Subscription Agreement and
Section 23 of the Investment Company Act and applicable rules thereunder.


 






     


     


    

 


APPENDIX H

U.S. PERSON


 


The term
 “U.S. Person” means a person described in one or more of the following paragraphs:


 


		1.	With
                                            respect to any person, any individual or entity that would be a U.S. Person under Regulation
                                            S promulgated under the Securities Act. For reference, the Regulation S definition is set
                                            forth below.



 


		2.	With
                                            respect to individuals, any U.S. citizen or “resident alien” within the meaning
                                            of U.S. income tax laws as in effect from time to time. Currently, the term “resident
                                            alien” is defined under U.S. income tax laws to generally include any individual who
                                            (i) holds an Alien Registration Card (a “green card”) issued by the U.S.
                                            Immigration and Naturalization Service or (ii) meets a “substantial presence”
                                            test. The “substantial presence” test is generally met with respect to any current
                                            calendar year if (a) the individual was present in the U.S. on at least 31 days during
                                            such year and (b) the sum of the number of days on which such individual
                                            was present in the U.S. during the current year, 1/3 of the number of such days during the
                                            first preceding year, and 1/6 of the number of such days during the second preceding year,
                                            equals or exceeds 183 days.



 


		3.	With
                                            respect to persons other than individuals:



 


		a.	corporation
                                            or partnership created or organized in the United States or under the laws of any political
                                            subdivision thereof;



 


		b.	a
                                            trust where (a) a U.S. court is able to exercise primary supervision over the administration
                                            of the trust and (b) one or more U.S. Persons have the authority to control all substantial
                                            decisions of the trust; and



 


		c.	an
                                            estate which is subject to U.S. tax on its worldwide income from all sources.



 


Set forth
below is the definition of “U.S. Person” contained in Regulation S under the Securities Act.


 


		1.	“U.S.
                                            Person” means:



 


		a.	Any
                                            natural person resident in the United States;



 


		b.	Any
                                            partnership or corporation organized or incorporated under the laws of the United States;



 


		c.	Any
                                            estate of which any executor or administrator is a U.S. Person;



 


		d.	Any
                                            trust of which any trustee is a U.S. Person;



 


		e.	Any
                                            agency or branch of a non-United States entity located in the United States;



 


		f.	Any
                                            non-discretionary account or similar account (other than an estate or trust) held by a dealer
                                            or other fiduciary for the benefit of a U.S. Person;



 


		g.	Any
                                            discretionary account or similar account (other than an estate or trust) held by a dealer
                                            or other fiduciary organized, incorporated, or (if an individual) resident in the United
                                            States; and



 


		h.	Any
                                            partnership or corporation if: (A) organized or incorporated under the laws of any jurisdiction
                                            other than the United States; and (B) formed by a U.S. Person principally for the purpose
                                            of investing in securities not registered under the Securities Act unless it is organized
                                            or incorporated, and owned, by “accredited investors” (as defined in Rule 501(a)
                                            under the Securities Act) who are not natural persons, estates or trusts.



 


		2.	The
                                            following are not “U.S. Persons”:



 


		a.	any
                                            discretionary account or similar account (other than an estate or trust) held for the benefit
                                            or account of a non-U.S. Person by a dealer or other professional fiduciary organized, incorporated,
                                            or (if an individual) resident in the United States shall not be deemed to be a “U.S.
                                            Person”;



 


		b.	any
                                            estate of which any professional fiduciary acting as executor or administrator is a U.S.
                                            Person shall not be deemed to be a “U.S. Person” if: (i) an executor or
                                            administrator of the estate who is not a U.S. Person has sole or shared investment discretion
                                            with respect to the assets of the estate; and (ii) the estate is governed by laws other
                                            than those of the United States;



 






     


     


    

 


		c.	any
                                            trust of which any professional fiduciary acting as trustee is a U.S. Person, if a trustee
                                            who is not a U.S. Person has sole or shared investment discretion with respect to the trust
                                            assets, and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S.
                                            Person;



 


		d.	an
                                            employee benefit plan established and administered in accordance with (i) the laws of
                                            a country other than the United States and (ii) the customary practices and documentation
                                            of such country;



 


		e.	any
                                            agency or branch of a U.S. Person located outside the United States if: the agency or branch
                                            (i) operates for valid business reasons, (ii) is engaged in the business of insurance
                                            or banking, and (iii) is subject to substantive insurance or banking regulation, respectively,
                                            in the jurisdiction where located; and



 


		f.	the
                                            International Monetary Fund, the International Bank for Reconstruction and Development, the
                                            Inter-American Development Bank, the Asian Development Bank, the African Development Bank,
                                            the United Nations, or their agencies, affiliates and pension plans, and any other similar
                                            international organization, or its agencies, affiliates and pension plans.



 






    H-2 


     


    

 


APPENDIX I

Common Reporting Standard Self Certification