Common use of Share Transfer Restrictions Clause in Contracts

Share Transfer Restrictions. (a) Prior to an Exchange Listing, the Subscriber may not sell, offer for sale, exchange, transfer, assign, pledge, hypothecate or otherwise dispose of (each, a “Transfer”) any of its Shares or its Subscription Amount unless (i) the Company provides 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 clauses (A) through (C) below. No Transfer will be effectuated except by registration of the Transfer on the Company books. Each transferee must agree to be bound by these restrictions and all other obligations as an investor in the Company. Following an Exchange Listing, the Subscriber 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 the Exchange Listing. Transfer restrictions include: (A) Prior to any Exchange Listing, no Transfer of the Subscriber’s Shares may be made without (1) registration of the Transfer on the Company’s books and (2) the prior written consent of the Company. For the avoidance of doubt, the Company may withhold consent if any such transfer would have adverse tax, regulatory or other consequences, including without limitation in cases where (1) 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) the Company is not provided with evidence satisfactory to the Company in form and substance to the Company, which the Company may require to be in the form of an opinion of counsel (who may be counsel for the Company or the Subscriber) that: (I) 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; (II) such Transfer would not cause all or any portion of the assets of the Company to constitute “plan assets” for purposes of ERISA or Section 4975 of the Code; (III) such Transfer will not violate any law, regulation or other governmental rule applicable to such Transfer; and (IV) such Transfer will not (A) subject the Company, the Adviser or any of their affiliates or any officer, director or employee of the Company or the Adviser or any of their affiliates to additional regulatory requirements the compliance with which would subject the Company or such other Person to material expense or burden (unless such affected person consents to such Transfer). (B) 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 fraction of its Shares, prior to the consummation of such Transfer. (C) The Company shall not recognize for any purpose any purported Transfer of all or any fraction of the Shares and shall be entitled to treat the transferor of Shares as the absolute owner thereof in all respects, and shall incur no liability for distributions or dividends made in good faith to it, unless the Company shall have given its prior written consent thereto and there shall have been filed with the Company a dated notice of such Transfer, in form satisfactory to the Company, executed and acknowledged by both the seller, assignor or transferor and the purchaser, assignee or transferee, and such notice (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 Offering Document and all applicable laws and regulations applicable to the transferee and the transferor.

Share Transfer Restrictions. (a) Prior to an Exchange Listing, if any, the Subscriber may not sell, offer for sale, exchange, transfer, assign, pledge, hypothecate or otherwise dispose of (each, a “Transfer”) any of its Shares or its Subscription Amount Capital Commitment unless (i) the Company provides prior written consent; provided, that the Company shall not unreasonably withhold, condition or delay its consent to any Transfer by the Subscriber to an affiliate of the Subscriber; (ii) the Transfer is made in accordance with applicable securities laws; laws and (iii) the Transfer is otherwise in compliance with the transfer restrictions set forth in clauses (A) through (CD) below. No Transfer will be effectuated except by registration of the Transfer on the Company books. Each transferee must agree to be bound by these restrictions and all other obligations as an investor in the Company. Following an Exchange Listing, if any Exchange Listing occurs, the Subscriber 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 the Exchange Listing. Transfer restrictions include: (A) Prior to In any Exchange Listingevent, no Transfer the consent of the Subscriber’s Shares Company to a proposed Transfer may be made without withheld (1) registration of the Transfer on the Company’s books and (2) the prior written consent of the Company. For the avoidance of doubt, the Company may withhold consent if any such transfer would have adverse tax, regulatory or other consequences, including without limitation in cases where (1) 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) the Company is not provided with evidence satisfactory to the Company in form and substance to the Companyunless, which the Company may require to be in the form of an opinion of counsel (who may be counsel for the Company or the Subscriber) thatsatisfactory in form and substance to the Company: (I) 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 Transferredtransferred; (II) such Transfer would not cause all or any portion of the assets of the Company to constitute or be at a substantial risk of constituting “plan assets” for purposes under ERISA, certain Department of ERISA Labor regulations or Section 4975 of the Code; (III) such Transfer will not violate any law, regulation or other governmental rule applicable to such Transfer; and (IV) such Transfer will not (A) subject the Company, the Adviser Advisor or any of their affiliates or any officer, director or employee of the Company or the Adviser Advisor or any of their affiliates to additional regulatory requirements the compliance with which would subject the Company or such other Person to material expense or burden (unless such affected person consents to such Transfer). (B) 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 fraction of its Shares, prior to the consummation of such Transfer. (C) Any person that acquires all or any fraction of the Shares of the Subscriber in a Transfer permitted under this Subscription Agreement shall be obligated to pay to the Company the appropriate portion of any amounts thereafter becoming due in respect of the Capital Commitment committed to be made by its predecessor in interest. Following the completion of the Transfer, the Company shall release the Subscriber from the Subscriber’s obligation with respect to its Unfunded Capital Commitments with respect to such Transferred Shares. The Subscriber agrees that, notwithstanding the Transfer of all or any fraction of its Shares, as between it and the Company it will remain liable for its Capital Commitment and for all payments of any Drawdown Purchase Price required to be made by it (without taking into account the Transfer of all or a fraction of such Shares) prior to the time, if any, when the purchaser, assignee or transferee of such Shares, or fraction thereof, becomes a holder of such Shares. (D) The Company shall not recognize for any purpose any purported Transfer of all or any fraction of the Shares and shall be entitled to treat the transferor of Shares as the absolute owner thereof in all respects, and shall incur no liability for distributions or dividends made in good faith to it, unless the Company shall have given its prior written consent thereto and there shall have been filed with the Company a dated notice of such Transfer, in form satisfactory to the Company, executed and acknowledged by both the seller, assignor or transferor and the purchaser, assignee or transferee, and such notice (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 Offering Document and all applicable laws and regulations applicable to the transferee and the transferor.

Share Transfer Restrictions. (a) Prior to an Exchange Listing, if any, the Subscriber may not sell, offer for sale, exchange, transfer, assign, pledge, hypothecate or otherwise dispose of (each, a “Transfer”) any of its Shares or its Subscription Amount Capital Commitment unless (i) the Company provides prior written consent; provided, that the Company shall not unreasonably withhold, condition or delay its consent to any Transfer by the Subscriber to an affiliate of the Subscriber; (ii) the Transfer is made in accordance with applicable securities laws; laws and (iii) the Transfer is otherwise in compliance with the transfer restrictions set forth in clauses (A) through (CD) below. No Transfer will be effectuated except by registration of the Transfer on the Company books. Each transferee must agree to be bound by these restrictions and all other obligations as an investor in the Company. Following an Exchange Listing, if any, the Subscriber 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 the Exchange Listing. Transfer restrictions include: (A) Prior to In any Exchange Listingevent, no Transfer the consent of the Subscriber’s Shares Company to a proposed Transfer may be made without withheld (1) registration of the Transfer on the Company’s books and (2) the prior written consent of the Company. For the avoidance of doubt, the Company may withhold consent if any such transfer would have adverse tax, regulatory or other consequences, including without limitation in cases where (1) 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) the Company is not provided with evidence satisfactory to the Company in form and substance to the Companyunless, which the Company may require to be in the form of an opinion of counsel (who may be counsel for the Company or the Subscriber) thatsatisfactory in form and substance to the Company: (I) 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; (II) such Transfer would not cause all or any portion of the assets of the Company to constitute or be at a substantial risk of constituting “plan assets” for purposes under ERISA, certain Department of ERISA Labor regulations or Section 4975 of the Code; (III) such Transfer will not violate any law, regulation or other governmental rule applicable to such Transfer; and (IV) such Transfer will not (A) subject the Company, the Adviser Advisor or any of their affiliates or any officer, director or employee of the Company or the Adviser Advisor or any of their affiliates to additional regulatory requirements the compliance with which would subject the Company or such other Person to material expense or burden (unless such affected person consents to such Transfer). (B) 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 fraction of its Shares, prior to the consummation of such Transfer. (C) Any person that acquires all or any fraction of the Shares of the Subscriber in a Transfer permitted under this Subscription Agreement shall be obligated to pay to the Company the appropriate portion of any amounts thereafter becoming due in respect of the Capital Commitment committed to be made by its predecessor in interest. Following the completion of the Transfer, the Company shall release the Subscriber from the Subscriber’s obligation with respect to its Unfunded Capital Commitments with respect to such Transferred Shares. The Subscriber agrees that, notwithstanding the Transfer of all or any fraction of its Shares, as between it and the Company it will remain liable for its Capital Commitment and for all payments of any Drawdown Purchase Price required to be made by it (without taking into account the Transfer of all or a fraction of such Shares) prior to the time, if any, when the purchaser, assignee or transferee of such Shares, or fraction thereof, becomes a holder of such Shares. (D) The Company shall not recognize for any purpose any purported Transfer of all or any fraction of the Shares and shall be entitled to treat the transferor of Shares as the absolute owner thereof in all respects, and shall incur no liability for distributions or dividends made in good faith to it, unless the Company shall have given its prior written consent thereto and there shall have been filed with the Company a dated notice of such Transfer, in form satisfactory to the Company, executed and acknowledged by both the seller, assignor or transferor and the purchaser, assignee or transferee, and such notice (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 Offering Document and all applicable laws and regulations applicable to the transferee and the transferor.

Share Transfer Restrictions. (a) Prior to an Exchange ListingUntil 180 days after a Qualified IPO, the Subscriber may not sell, offer for sale, exchange, transfer, assign, pledge, hypothecate or otherwise dispose of (each, a “Transfer”) any of its Shares or its Subscription Amount Capital Commitment unless (i) the Company provides and the Advisor provide prior written consent; provided, that the Company and the Advisor shall not unreasonably withhold, condition or delay their consent to any Transfer by the Subscriber to an affiliate of the Subscriber; (ii) the Transfer is made in accordance with applicable securities laws; laws and (iii) the Transfer is otherwise in compliance with the transfer restrictions set forth in clauses (A) through (CD) below. No Transfer will be effectuated except by registration of the Transfer on the Company books. Each transferee must agree to be bound by these restrictions and all other obligations as an investor in the Company. Following an Exchange Listinga Qualified IPO, the Subscriber 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 the Exchange ListingQualified IPO. Transfer restrictions include: (A) Prior to any Exchange ListingUntil 180 days after a Qualified IPO, no Transfer of the Subscriber’s Capital Commitment or all or any fraction of the Subscriber’s Shares may be made without (1) registration of the Transfer on the Company’s Company books and (2) the prior written consent of the CompanyCompany and the Advisor; provided, that the Company and the Advisor shall not unreasonably withhold, condition or delay their consent to any Transfer by the Subscriber to an affiliate of the Subscriber. For the avoidance of doubtIn any event, the consent of the Company or the Advisor may withhold consent if any such transfer would have adverse tax, regulatory or other consequences, including without limitation in cases where be withheld (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) the Company is not provided with evidence satisfactory to the Company in form and substance to the Companyunless, which the Company may require to be in the form of an opinion of counsel (who may be counsel for the Company or the Subscriber) thatsatisfactory in form and substance to the Company: (I) 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; (II) such Transfer would not cause all or any portion of the assets of the Company to constitute “plan assets” for purposes under ERISA, certain Department of ERISA Labor regulations or Section 4975 of the Code; (III) such Transfer will not violate any law, regulation or other governmental rule applicable to such Transfer; and (IV) such Transfer will not (A) subject the Company, the Adviser Advisor or any of their affiliates or any officer, director or employee of the Company or the Adviser Advisor or any of their affiliates to additional regulatory requirements the compliance with which would subject the Company or such other Person to material expense or burden (unless such affected person consents to such Transfer). (B) 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 fraction of its Shares, prior to the consummation of such Transfer. (C) Any person that acquires all or any fraction of the Shares of the Subscriber in a Transfer permitted under this Subscription Agreement shall be obligated to pay to the Company the appropriate portion of any amounts thereafter becoming due in respect of the Capital Commitment committed to be made by its predecessor in interest. The Subscriber agrees that, notwithstanding the Transfer of all or any fraction of its Shares, as between it and the Company it will remain liable for its Capital Commitment and for all payments of any Drawdown Purchase Price required to be made by it (without taking into account the Transfer of all or a fraction of such Shares) prior to the time, if any, when the purchaser, assignee or transferee of such Shares, or fraction thereof, becomes a holder of such Shares. (D) The Company shall not recognize for any purpose any purported Transfer of all or any fraction of the Shares and shall be entitled to treat the transferor of Shares as the absolute owner thereof in all respects, and shall incur no liability for distributions or dividends made in good faith to it, unless the Company shall have given its prior written consent thereto and there shall have been filed with the Company a dated notice of such Transfer, in form satisfactory to the Company, executed and acknowledged by both the seller, assignor or transferor and the purchaser, assignee or transferee, and such notice (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 Offering Document and all applicable laws and regulations applicable to the transferee and the transferor.

Share Transfer Restrictions. (a) Prior to an Exchange Listing, the Subscriber may not sell, offer for sale, exchange, transfer, assign, pledge, hypothecate or otherwise dispose of (each, a “Transfer”) any of its Shares or its Subscription Amount unless (i) the Company provides prior written consent; (ii) the Transfer is made in accordance with applicable securities laws; laws and (iii) the Transfer is otherwise in compliance with the transfer restrictions set forth in clauses (A) through (C) below. No Transfer will be effectuated except by registration of the Transfer on the Company books. Each transferee must agree to be bound by these restrictions and all other obligations as an investor in the Company. Following an Exchange Listing, the Subscriber 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 the Exchange Listing. Transfer restrictions include: (A) Prior to In any Exchange Listingevent, no Transfer the consent of the Subscriber’s Shares Company to a proposed Transfer may be made without withheld (1) registration of the Transfer on the Company’s books and (2) the prior written consent of the Company. For the avoidance of doubt, the Company may withhold consent if any such transfer would have adverse tax, regulatory or other consequences, including without limitation in cases where (1) 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) the Company is not provided with evidence satisfactory to the Company in form and substance to the Companyunless, which the Company may require to be in the form of an opinion of counsel (who may be counsel for the Company or the Subscriber) thatsatisfactory in form and substance to the Company: (I) 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; (II) such Transfer would not cause all or any portion of the assets of the Company to constitute “plan assets” for purposes under ERISA, certain Department of ERISA Labor regulations or Section 4975 of the Code; (III) such Transfer will not violate any law, regulation or other governmental rule applicable to such Transfer; and (IV) such Transfer will not (A) subject the Company, the Adviser or any of their affiliates or any officer, trustee, manager, director or employee of the Company or the Adviser or any of their affiliates to additional regulatory requirements the compliance with which would subject the Company or such other Person to material expense or burden (unless such affected person consents to such Transfer). (B) 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 fraction of its Shares, prior to the consummation of such Transfer. (C) The Company shall not recognize for any purpose any purported Transfer of all or any fraction of the Shares and shall be entitled to treat the transferor of Shares as the absolute owner thereof in all respects, and shall incur no liability for distributions or dividends made in good faith to it, unless the Company shall have given its prior written consent thereto and there shall have been filed with the Company a dated notice of such Transfer, in form satisfactory to the Company, executed and acknowledged by both the seller, assignor or transferor and the purchaser, assignee or transferee, and such notice (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 Offering Document and all applicable laws and regulations applicable to the transferee and the transferor.

Share Transfer Restrictions. (a) Prior to an Exchange Listing, the The Subscriber may not sell, offer for sale, exchange, transfer, assign, pledge, hypothecate or otherwise dispose of (each, a “Transfer”) any of its Shares or its Subscription Amount Capital Commitment unless (i) the Company provides prior written consent; provided, that the Company shall not unreasonably withhold, condition or delay its consent to any Transfer by the Subscriber to an affiliate of the Subscriber; (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 clauses (A) through (CD) below. No Transfer will be effectuated except by registration of the Transfer on the Company books. Each transferee must agree to be bound by these restrictions and all other obligations as an investor in the Company. Following an Exchange ListingIPO and/or listing, the Subscriber 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 the Exchange ListingIPO. Transfer restrictions include: (A) Prior to any Exchange ListingIPO and/or listing, no Transfer of the Subscriber’s Capital Commitment or all or any fraction of the Subscriber’s Shares may be made without (1) registration of the Transfer on the Company’s Company books and (2) the prior written consent of the Company. For the avoidance of doubt, the Company may withhold consent if any such transfer would have adverse tax, regulatory or other consequences, including without limitation in cases where (1) 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) the Company is not provided with evidence satisfactory to the Company in form and substance to the Company, which the Company may require to be in the form of an opinion of counsel (who may be counsel for the Company or the Subscriber) that: : (I) 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; ; (II) such Transfer would not cause all or any portion of the assets of the Company to constitute “plan assets” for purposes of ERISA or Section 4975 of the Code; ; (III) such Transfer will not violate any law, regulation or other governmental rule applicable to such Transfer; and and (IV) such Transfer will not (A) subject the Company, the Adviser or any of their affiliates or any officer, director or employee of the Company or the Adviser or any of their affiliates to additional regulatory requirements the compliance with which would subject the Company or such other Person to material expense or burden (unless such affected person consents to such Transfer). (B) 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 fraction of its Shares, prior to the consummation of such Transfer. (C) Any person that acquires all or any fraction of the Capital Commitment and/or Shares of the Subscriber in a Transfer permitted under this Subscription Agreement shall be obligated to pay to the Company the appropriate portion of any amounts thereafter becoming due in respect of the Capital Commitment committed to be made by its predecessor in interest. The Subscriber agrees that, notwithstanding the Transfer of all or any fraction of its Capital Commitment and/or Shares, as between it and the Company it will remain liable for its Capital Commitment and for all payments of any Drawdown Purchase Price required to be made by it (without taking into account the Transfer of all or a fraction of such Capital Commitment and/or Shares) prior to the time, if any, when the purchaser, assignee or transferee of such Shares, or fraction thereof, becomes a holder of such Capital Commitment and/or Shares. (D) The Company shall not recognize for any purpose any purported Transfer of all or any fraction of the Capital Commitment and/or Shares and shall be entitled to treat the transferor of Capital Commitment and/or Shares as the absolute owner thereof in all respects, and shall incur no liability for distributions or dividends made in good faith to it, unless the Company shall have given its prior written consent thereto and there shall have been filed with the Company a dated notice of such Transfer, in form satisfactory to the Company, executed and acknowledged by both the seller, assignor or transferor and the purchaser, assignee or transferee, and such notice (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 Offering Document and all applicable laws and regulations applicable to the transferee and the transferor.

Share Transfer Restrictions. ​ (a) Prior to an Exchange Listing, the Subscriber may not sell, offer for sale, exchange, transfer, assign, pledge, hypothecate or otherwise dispose of (each, a “Transfer”) any of its Shares or its Subscription Amount Capital Commitment unless (i) the Company provides prior written consent; provided, that the Company shall not unreasonably withhold, condition or delay its consent to any Transfer by the Subscriber to an affiliate of the Subscriber; (ii) the Transfer is made in accordance with applicable securities laws; laws and (iii) the Transfer is otherwise in compliance with the transfer restrictions set forth in clauses (A) through (CD) below. No Transfer will be effectuated except by registration of the Transfer on the Company books. Each transferee must agree to be bound by these restrictions and all other obligations as an investor in the Company. Following an Exchange Listing, the Subscriber 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 the Exchange Listing. Transfer restrictions include:: ​ (A) Prior to In any Exchange Listingevent, no Transfer the consent of the Subscriber’s Shares Company to a proposed Transfer may be made without withheld (1) registration of the Transfer on the Company’s books and (2) the prior written consent of the Company. For the avoidance of doubt, the Company may withhold consent if any such transfer would have adverse tax, regulatory or other consequences, including without limitation in cases where (1) 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) the Company is not provided with evidence satisfactory to the Company in form and substance to the Companyunless, which the Company may require to be in the form of an opinion of counsel (who may be counsel for the Company or the Subscriber) that:satisfactory in form and substance to the Company: ​ (I) 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; (II) such Transfer would not cause all or any portion of the assets of the Company to constitute “plan assets” for purposes under ERISA, certain Department of ERISA Labor regulations or Section 4975 of the Code;; ​ (III) such Transfer will not violate any law, regulation or other governmental rule applicable to such Transfer; and (IV) such Transfer will not (A) subject the Company, the Adviser or any of their affiliates or any officer, director or employee of the Company or the Adviser or any of their affiliates to additional regulatory requirements the compliance with which would subject the Company or such other Person to material expense or burden (unless such affected person consents to such Transfer).. ​ (B) 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 fraction of its Shares, prior to the consummation of such Transfer. ​ (C) Any person that acquires all or any fraction of the Shares of the Subscriber in a Transfer permitted under this Subscription Agreement shall be obligated to pay to the Company the appropriate portion of any amounts thereafter becoming due in respect of the Capital Commitment committed to be made by its predecessor in interest. The Subscriber agrees that, notwithstanding the Transfer of all or any fraction of its Shares, as between it and the Company it will remain liable for its Capital Commitment and for all payments of any Drawdown Purchase Price required to be made by it (without taking into account the Transfer of all or a fraction of such Shares) prior to the time, if any, when the purchaser, assignee or transferee of such Shares, or fraction thereof, becomes a holder of such Shares. (CD) The Company shall not recognize for any purpose any purported Transfer of all or any fraction of the Shares and shall be entitled to treat the transferor of Shares as the absolute owner thereof in all respects, and shall incur no liability for distributions or dividends made in good faith to it, unless the Company shall have given its prior written consent thereto and there shall have been filed with the Company a dated notice of such Transfer, in form satisfactory to the Company, executed and acknowledged by both the seller, assignor or transferor and the purchaser, assignee or transferee, and such notice (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 Offering Document and all applicable laws and regulations applicable to the transferee and the transferor.. ​ ​ ​

Share Transfer Restrictions. (a) Prior to an Exchange Listing, if any, the Subscriber may not sell, offer for sale, exchange, transfer, assign, pledge, hypothecate or otherwise dispose of (each, a “Transfer”) any of its Shares or its Subscription Amount Capital Commitment unless (i) the Company provides prior written consent; provided, that the Company shall not unreasonably withhold, condition or delay its consent to any Transfer by the Subscriber to an affiliate of the Subscriber; (ii) the Transfer is made in accordance with applicable securities laws; laws and (iii) the Transfer is otherwise in compliance with the transfer restrictions set forth in clauses (A) through (CD) below. No Transfer will be effectuated except by registration of the Transfer on the Company books. Each transferee must agree to be bound by these restrictions and all other obligations as an investor in the Company. Following an Exchange Listing, if any, the Subscriber 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 the Exchange Listing. Transfer restrictions include: (A) Prior to In any Exchange Listingevent, no Transfer the consent of the Subscriber’s Shares Company to a proposed Transfer may be made without withheld (1) registration of the Transfer on the Company’s books and (2) the prior written consent of the Company. For the avoidance of doubt, the Company may withhold consent if any such transfer would have adverse tax, regulatory or other consequences, including without limitation in cases where (1) 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) the Company is not provided with evidence satisfactory to the Company in form and substance to the Companyunless, which the Company may require to be in the form of an opinion of counsel (who may be counsel for the Company or the Subscriber) thatsatisfactory in form and substance to the Company: (I) 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; (II) such Transfer would not cause all or any portion of the assets of the Company to constitute or be at a substantial risk of constituting “plan assets” for purposes under ERISA, certain Department of ERISA Labor regulations or Section 4975 of the Code; (III) such Transfer will not violate any law, regulation or other governmental rule applicable to such Transfer; and (IV) such Transfer will not (A) subject the Company, the Adviser Advisor or any of their affiliates or any officer, director or employee of the Company or the Adviser Advisor or any of their affiliates to additional regulatory requirements the compliance with which would subject the Company or such other Person to material expense or burden (unless such affected person consents to such Transfer). (B) 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 fraction of its Shares, prior to the consummation of such Transfer. (C) Any person that acquires all or any fraction of the Shares of the Subscriber in a Transfer permitted under this Subscription Agreement shall be obligated to pay to the Company the appropriate portion of any amounts thereafter becoming due in respect of the Capital Commitment committed to be made by its predecessor in interest. The Subscriber agrees that, notwithstanding the Transfer of all or any fraction of its Shares, as between it and the Company it will remain liable for its Capital Commitment and for all payments of any Drawdown Purchase Price required to be made by it (without taking into account the Transfer of all or a fraction of such Shares) prior to the time, if any, when the purchaser, assignee or transferee of such Shares, or fraction thereof, becomes a holder of such Shares. (D) The Company shall not recognize for any purpose any purported Transfer of all or any fraction of the Shares and shall be entitled to treat the transferor of Shares as the absolute owner thereof in all respects, and shall incur no liability for distributions or dividends made in good faith to it, unless the Company shall have given its prior written consent thereto and there shall have been filed with the Company a dated notice of such Transfer, in form satisfactory to the Company, executed and acknowledged by both the seller, assignor or transferor and the purchaser, assignee or transferee, and such notice (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 Offering Document and all applicable laws and regulations applicable to the transferee and the transferor.

Share Transfer Restrictions. (a) Prior to an Exchange Listing, the The Subscriber may not sell, offer for sale, exchange, transfer, assign, pledge, hypothecate or otherwise dispose of (each, a “Transfer”) any of its Shares or its Subscription Amount Capital Commitment unless (i) the Company Fund provides prior written consent; provided, that the Fund shall not unreasonably withhold, condition or delay its consent to any Transfer by the Subscriber to an affiliate of the Subscriber; (ii) the Transfer is made in accordance with applicable securities laws; laws and (iii) the Transfer is otherwise in compliance with the transfer restrictions set forth in clauses (A) through (CD) below. No Transfer will be effectuated except by registration of the Transfer on the Company Fund books. Each transferee must agree to be bound by these restrictions and all other obligations as an investor in the Company. Following an Exchange Listing, the Subscriber 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 the Exchange ListingFund. Transfer restrictions include: (A) Prior to In any Exchange Listingevent, no Transfer the consent of the Subscriber’s Shares Fund to a proposed Transfer may be made without withheld (1) registration of the Transfer on the Company’s books and (2) the prior written consent of the Company. For the avoidance of doubt, the Company may withhold consent if any such transfer would have adverse tax, regulatory or other consequences, including without limitation in cases where (1) the creditworthiness of the proposed transferee, as determined by the Company Fund in its sole discretion, is not sufficient to satisfy all obligations under the Subscription Agreement or (2) the Company is not provided with evidence satisfactory to the Company in form and substance to the Companyunless, which the Company may require to be in the form of an opinion of counsel (who may be counsel for the Company Fund or the Subscriber) thatsatisfactory in form and substance to the Fund: (I) such Transfer would not violate the Securities Act or any state (or other jurisdiction) securities or “Blue Sky” laws applicable to the Company Fund or the Shares to be Transferred; (II) such Transfer would not cause all or any portion of the assets of the Company Fund to constitute “plan assets” for purposes of ERISA or Section 4975 of under the CodePlan Assets Regulation; (III) such Transfer will not violate any law, regulation or other governmental rule applicable to such Transfer; and (IV) such Transfer will not (A) subject the CompanyFund, the Adviser or any of their affiliates or any officer, director or employee of the Company Fund or the Adviser or any of their affiliates to additional regulatory requirements the compliance with which would subject the Company Fund or such other Person to material expense or burden (unless such affected person consents to such Transfer). (B) The Subscriber agrees that it will pay all reasonable expenses, including attorneys’ fees, incurred by the Company Fund in connection with any Transfer of all or any fraction of its Shares, prior to the consummation of such Transfer. (C) Any person that acquires all or any fraction of the Shares of the Subscriber in a Transfer permitted under this Subscription Agreement shall be obligated to pay to the Fund the appropriate portion of any amounts thereafter becoming due in respect of the Capital Commitment committed to be made by its predecessor in interest. The Company Subscriber agrees that, notwithstanding the Transfer of all or any fraction of its Shares, as between it and the Fund it will remain liable for its Capital Commitment and for all payments of any Drawdown Purchase Price required to be made by it (without taking into account the Transfer of all or a fraction of such Shares) prior to the time, if any, when the purchaser, assignee or transferee of such Shares, or fraction thereof, becomes a holder of such Shares. (D) The Fund shall not recognize for any purpose any purported Transfer of all or any fraction of the Shares and shall be entitled to treat the transferor of Shares as the absolute owner thereof in all respects, and shall incur no liability for distributions or dividends made in good faith to it, unless the Company Fund shall have given its prior written consent thereto and there shall have been filed with the Company Fund a dated notice of such Transfer, in form satisfactory to the CompanyFund, 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 Offering Document and all applicable laws and regulations applicable to the transferee and the transferor.