VISTA CREDIT STRATEGIC LENDING CORP. SUBSCRIPTION AGREEMENT

The Saudi National Bank

Name of Subscriber

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the Company may prohibit the Defaulting Subscriber from purchasing additional Shares on any future Drawdown Date;

the Company may cause such Defaulting Subscriber to Transfer up to 100% of its Shares to a third party for a price that is less than the net asset value of such Shares; and/or

one-third of the Shares then held by the Defaulting Subscriber may be automatically forfeited and Transferred on the books of the Company to the other subscribers in the Company (other than any other Defaulting Subscribers) pro rata in accordance with their respective number of Shares held; provided, that no Shares shall be Transferred to any other subscribers of the Company pursuant to this Section 5(c) in the event that such Transfer would (i) violate the Securities Act, the Investment Company Act of 1940, as amended (the “Investment Company Act”), or any state (or other jurisdiction) securities or “blue sky” laws applicable to the Company or such Transfer, (ii) constitute a non-exempt “prohibited transaction” under Section 406 of ERISA or Section 4975 of the Code, or (iii) cause all or any portion of the assets of the Company to constitute “plan assets” under ERISA or Section 4975 of the Code (it being understood that this proviso shall operate only to the extent necessary to avoid the occurrence of the consequences contemplated herein and shall not prevent any other subscriber from receiving a partial allocation of its pro rata portion of Shares); and provided, further, that any Shares that have not been Transferred to one or more other subscribers of the Company pursuant to the previous proviso shall be allocated among the participating subscribers pro rata in accordance with their respective number of Shares held. The mechanism described in this Section 5(c) is intended to operate as a liquidated damage provision since the damage to the Company and the other subscribers of the Company resulting from a default by the Defaulting Subscriber is both significant and not easily susceptible to precise quantification. By entry into this Subscription Agreement, the Subscriber agrees to this Section 5(c) and acknowledges that the automatic Transfer of one-third of its Shares constitutes a reasonable liquidated damages remedy for any default of its obligations to fund a Drawdown Purchase or Catch-up Purchase.

If the Subscriber is a natural person or if beneficial ownership of the Subscriber is held by an individual through a revocable grantor trust or an individual retirement account, the Subscriber or the Subscriber’s beneficial owner is at least twenty-one (21) years old and it is within the Subscriber’s right, power and capacity to complete, execute and submit this Subscription Agreement, the Tax Forms, the Investor Qualification Statement, the AML Questionnaire and all agreements contemplated hereby and thereby, to invest in the Company and to fund its Commitment as contemplated by, and in accordance with, this Subscription Agreement and the Company Documents. If the Subscriber lives in a community property state in the United States, either (A) the source of the Subscriber’s Capital Commitment will be the Subscriber’s separate property and the Subscriber will hold the Shares as separate property, or (B) the Subscriber alone has the authority to bind the community property of his or her marital estate with respect to this Subscription Agreement, the Tax Forms, the Investor Qualification Statement, the AML Questionnaire and all agreements contemplated hereby and thereby.

If the Subscriber is a corporation, limited liability company, partnership, trust, retirement system or other entity, the Subscriber is duly organized, formed or incorporated, as the case may be, and the Subscriber is authorized, empowered and qualified to complete, execute and submit, as applicable, this Subscription Agreement, the Tax Forms, the Investor Qualification Statement, the AML Questionnaire and all agreements and documents contemplated hereby and thereby to invest in the Company and to fund its Capital Commitment as contemplated by, and in accordance with, this Subscription Agreement and the Company Documents. The individual completing, signing and submitting, as applicable, this Subscription Agreement, the Tax Forms, the Investor Qualification Statement, the AML Questionnaire and all agreements and documents contemplated hereby and thereby on the Subscriber’s behalf has been duly authorized to do so.

Execution; Binding Obligation. Each of this Subscription Agreement, the Investor Qualification Statement, the AML Questionnaire, the Tax Forms and all other documents or agreements executed or completed and delivered by the Subscriber in connection herewith (each, a “Subscription Document,” and collectively, the “Subscription Documents”) is a valid and binding agreement or instrument, as applicable, enforceable against the Subscriber in accordance with its terms. The Subscriber understands that, upon acceptance by the Company and except as explicitly provided for by law in certain jurisdictions outside the United States, the Subscriber is not entitled to cancel, terminate or revoke this Subscription Agreement or any of the powers conferred herein. The Subscriber represents and warrants that this Subscription Agreement (including all documents and forms incorporated by reference herein, including the power of attorney granted herein) has been executed by it in compliance with the laws of the state or jurisdiction in which this Subscription Agreement was executed and to which the Subscriber is subject. The Subscriber hereby covenants and agrees on behalf of itself and its successors and assigns, without further consideration, to prepare, execute, acknowledge, file, record, publish and deliver such other instruments, documents and statements and to take such other actions as the Company may determine to be necessary or appropriate to effectuate and carry out the purposes of any Subscription Document.

No Conflict. The execution and delivery of and/or adherence to, as applicable, the Subscription Documents by or on behalf of the Subscriber, the consummation of the transactions contemplated hereby and the performance of the Subscriber’s obligations under the Subscription Documents will not conflict with, or result in any violation of or default under, any provision of any governing instrument applicable to the Subscriber, or 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 any U.S. or non-U.S. permit, franchise, judgment, decree, statute, order, rule or regulation applicable to the Subscriber or the Subscriber’s business or properties.

BDC Election. 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 and other regulations. If the Subscriber is unable or refuses to provide such information directly to the Company, it understands that it shall be required to include additional information on its U.S. federal income tax return as provided in U.S. Treasury Regulation §1.852-7.

Offering Materials and Other Information. The Subscriber has a pre-existing and substantive personal or business relationship with the Adviser and/or any of its principals, agents or Affiliates. The Subscriber has received and read a copy of the Memorandum, this Subscription Agreement and a copy of all other Company Documents provided to the Subscriber before the Company’s initial acceptance of any of the Subscriber’s requested commitment amount (collectively, the “Offering Materials”), and the Subscriber has relied on nothing other than the Offering Materials in deciding whether to make an investment in the Company. In addition, the Subscriber acknowledges that the Subscriber has been given the opportunity to (i) ask questions and receive satisfactory answers concerning the terms and conditions of the offering, (ii) perform its own independent investigations and (iii) obtain additional information in order to evaluate the merits and risks of an investment in the Company and to verify the accuracy of the information contained in the Offering Materials. No statement, printed material or other information that is contrary to the information contained in the Offering Materials has been given or made by or on behalf of the Adviser and/or the Company to the Subscriber. The Subscriber has consulted to the extent deemed appropriate by the Subscriber with the Subscriber’s own advisers as to the financial, tax, legal, accounting, regulatory and related matters concerning an investment in the Shares and on that basis understands the financial, tax, legal, accounting, regulatory and related consequences of an investment in the Shares, and believes that an investment in the Shares is suitable and appropriate for the Subscriber.

Final Form. The Subscriber understands that its investment in the Company will be subject to the terms and conditions of this Subscription Agreement and the other Company Documents in such final forms as shall be executed by the parties thereto and as the same may be amended from time to time in accordance with their respective terms. The Subscriber further understands and acknowledges that certain of the terms and conditions of the Company and the Shares originally set forth in the Company’s Confidential Summary of Principal Terms and Conditions (as supplemented from time to time, the “Term Sheet”), summaries of certain terms provided by the Company or the Adviser and/or earlier drafts of the Company Documents may have been modified (and such documents may not be updated to reflect such modifications) and, as modified, will be reflected in the final form of the Company Documents.

Securities Laws. The Subscriber first received the Company Documents and learned of the Company in the jurisdiction listed as the address of the Subscriber set forth on the Subscriber’s signature page hereto. If such jurisdiction is a state within the United States, the Subscriber intends that the state securities laws of such state alone shall govern this transaction. If the Subscriber is not a resident of the United States, the Subscriber represents that to the best of its knowledge, no filing or registration with or approval by the relevant governmental authorities or self-regulatory organizations in such jurisdiction is required in connection with the offer and sale of Shares to the Subscriber. The Subscriberis, with respect to the Company, one person within the meaning of Rule 12g5-1 under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), unless the Subscriber shall have otherwise indicated in writing and submitted such to the Company along with this Subscription Agreement. The Subscriber’s form of holding Shares (and any other interest in the Company) is not used primarily to circumvent the provisions of Section 12(g) or Section 15(d) of the Exchange Act.

No Registration of Shares. The Subscriber understands that the Shares have not been, and will not be, registered under the Securities Act, or any state or non-U.S. securities laws, and are being offered and sold in reliance upon U.S. federal, state and applicable non-U.S. exemptions from registration requirements for transactions not involving a public offering. The Subscriber recognizes that reliance upon such exemptions is based in part upon the representations of the Subscriber contained in the Subscription Documents. The Subscriber represents and warrants that the Shares will be acquired by the Subscriber solely for the account of the Subscriber, for investment purposes only and not with a view to the distribution thereof. The Subscriber represents and warrants that the Subscriber is (i) a sophisticated investor with the knowledge and experience in business and financial matters to enable the Subscriber to evaluate the merits and risks of an investment in the Company, (ii) able to bear the economic risk and lack of liquidity of an investment in the Company and (iii) able to bear the risk of loss of its entire investment in the Company. The Subscriber’s Capital Commitment, together with the Subscriber’s other investments that are not readily marketable, is not disproportionate to the Subscriber’s net worth.

Purchaser Representative. If the Subscriber has utilized a purchaser representative, the Subscriber has previously given the Company notice in writing of such fact, specifying that such representative would be acting as the Subscriber’s “purchaser representative” as defined in Rule 501(i) of Regulation D under the Securities Act.

Accredited Investor and U.S. Person Status. If the Subscriber is a “U.S. Person” (as that term is defined in Rule 902 promulgated under the Securities Act), one or more of the categories set forth in Exhibit A hereto correctly and in all respects describes the Subscriber, and, as to accredited investor status, the Subscriber or its authorized representative has so indicated by checking the box adjacent to a category on Exhibit A. If the Subscriber is not a “U.S. Person” under the Securities Act, the Subscriber represents, warrants and covenants that (A) the Subscriber is not subscribing for Shares for the account or benefit of any person that is a “U.S. Person” under the Securities Act, (B) the offer and sale of Shares to the Subscriber constitute an “Offshore Transaction,” as that term is defined in Rule 902 and/or has been made in conformity with Regulation D under the Securities Act and (C) the Subscriber will resell the Shares, in whole or in part, only (1) in accordance with the provisions of applicable non-U.S. securities laws and regulations, applicable state securities laws and regulations and the Company Documents and (2) in accordance with the provisions of Regulation S (Rules 901 through 905) promulgated under the Securities Act and the “Preliminary Notes” (as that term is defined in Regulation S), pursuant to a registration under the Securities Act or pursuant to another available exemption from registration under the Securities Act.

Rule 506(d) of Regulation D. The Subscriber¹ has not been subject to any event specified in Rule 506(d)(1) of the Securities Act or any proceeding or event that could result in any such disqualifying event (“Disqualifying Event”) that would either require disclosure under the provisions of Rule 506(e) of the Securities Act or result in disqualification under Rule 506(d)(1) of the Company’s use of the Rule 506 exemption. The Subscriber will immediately notify the Company in writing if the Subscriber becomes subject to a Disqualifying Event at any date after the date hereof. In the event that the Subscriber becomes subject to a Disqualifying Event at any date after the date hereof the Subscriber agrees and covenants to use its best efforts to coordinate with the Company to (i) provide documentation as reasonably requested by the Company related to any such Disqualifying Event and (ii) implement a remedy to address the Subscriber’s changed circumstances such that the changed circumstances will not affect in any way the Company’s ongoing and/or future reliance on the Rule 506 exemption under the Securities Act. The Subscriber acknowledges that, at the discretion of the Company, such remedies may include the waiver of all or a portion of the Subscriber’s voting power in the Company and/or the Subscriber’s withdrawal from the Company through the transfer or sale of its Shares. The Subscriber also acknowledges that the Company may periodically request assurance that the Subscriber has not become subject to a Disqualifying Event at any date after the date hereof, and the Subscriber further acknowledges and agrees that the Company shall understand and deem the failure by the Subscriber to respond in writing to such requests to be an affirmation and restatement of the representations, warranties and covenants in this Section 12(k).

Acknowledgement of Risks; Restrictions on Transfer. The Subscriber recognizes that: (i) an investment in the Company involves certain risks, (ii) the Shares will be subject to certain restrictions on transferability as described in this Subscription Agreement and the Company Documents, and (iii) as a result of the foregoing, the marketability of the Shares will be severely limited. The Subscriber agrees that it will not transfer, sell, assign, convey, pledge, encumber, mortgage, divide, hypothecate or otherwise dispose of all or any portion of the Shares directly or indirectly in any manner that would violate this Subscription Agreement or the Company Documents, the Securities Act or any U.S. federal or state or non-U.S. securities laws.

Additional Investment Risks. The Subscriber is aware that: (i) the Company has no financial or operating history, (ii) investment returns, if any, set forth in the Memorandum or in any supplemental letters or materials thereto, particularly with respect to certain other Vista funds, which have different investment focuses and strategies than the Company, are not necessarily comparable to or indicative of the returns, if any, that may be achieved on investments made by, or in, the Company, (iii) the Adviser will receive substantial compensation in connection with the management of the Company, and (iv) no U.S. federal, state or local or non-U.S. agency, governmental authority or other person has passed upon the Shares or made any finding or determination as to the fairness of this investment.

For the purposes of Section 12(k), references to the “Subscriber” shall include any Person whose interest in, or relationship to, the Subscriber is deemed to make such Person a beneficial owner of the Partnership’s voting securities under Exchange Act Rule 13d-3 and within the meaning of Rule 506(d). Under Rule 13d-3, a Person is a beneficial owner of a security if, for among other reasons, such Person directly or indirectly has or shares (a) the power to vote or to direct the voting of such security and/or (b) the power to dispose of or direct the disposition of such security.

No Reliance; No Public Solicitation of Subscriber. The Subscriber has not relied on the Company, the Adviser, their affiliates, or their respective partners, members, stockholders, officers, directors or employees, as applicable, or any agent or representative of any of them (including their respective legal counsel) for investment advice with respect to an investment in the Company. The Subscriber is not relying upon any representation, warranty or agreement by the Company, the Adviser, their affiliates, or their respective partners, members, stockholders, officers, directors or employees, as applicable, or any agent or representative of any of them (including their respective legal counsel), written or otherwise, in determining to invest in the Company. The Subscriber confirms that it is not subscribing for any Shares as a result of any form of general solicitation or general advertising, including (i) any advertisement, article, notice or other communications published in any newspaper, magazine or similar media (including any internet site that is not password protected) or broadcast over television or radio or (ii) any seminar or meeting whose attendees were invited by any general solicitation or general advertising.

Benefit Plan Investor Status of Subscriber. The Subscriber represents and warrants that, except as disclosed by the Subscriber to the Company in the Investor Qualification Statement, the Subscriber is not (i) an “employee benefit plan” that is subject to Title I of ERISA, (ii) an individual retirement account or annuity or other “plan” that is subject to Code §4975, or (iii) a fund of funds, an insurance company separate account or an insurance company general account or another entity or account (such as a group trust), in each case whose underlying assets are deemed under the U.S. Department of Labor regulation codified at 29 C.F.R. § 2510.3-101, as modified by Section 3(42) of ERISA (the “Plan Asset Regulation”) or 29 C.F.R. § 2550.401c-1, to include “plan assets” of any “employee benefit plan” subject to ERISA or “plan” subject to Code §4975 (each of clause (i) through (iii), a “Benefit Plan Investor”). If the Subscriber has indicated in the Investor Qualification Statement that it is not a Benefit Plan Investor, it represents, warrants and covenants that it shall not become a Benefit Plan Investor for so long as it holds any Shares. If the Subscriber is (x) a Benefit Plan Investor or (y) a governmental plan or other retirement arrangement (collectively with Benefit Plan Investors, “Plans”), the Subscriber makes the following representations, warranties and covenants:

The Plan’s decision to invest in the Company was made on an arms’- length basis by duly authorized fiduciaries in accordance with the Plan’s governing documents, which fiduciaries (each, a “Plan Fiduciary”) (I) are independent of the Company, the Adviser, and their respective affiliates, (II) are capable of evaluating investment risks and exercising independent judgment with regard to the Plan’s prospective investment in the Company and (III) are fiduciaries under ▇▇▇▇▇ and/or the Code or any other U.S. federal, state or local or non-U.S. law substantially similar to ERISA or Code §4975 (“Similar Law”), as applicable, with respect to the decision to invest in the Company.

None of the Company, the Adviser, or any of their respective affiliates has undertaken to provide any advice, or recommendation to any Plan Fiduciary, including in a fiduciary capacity, and no such advice nor any such recommendation was relied upon by any Plan Fiduciaries in deciding to invest in the Company. Such Plan Fiduciaries have considered any fiduciary duties or other obligations arising under ERISA, Code §4975 and any other Similar Law, including any regulations, rules and procedures issued thereunder and related judicial interpretations, in determining to invest in the Company, and such Plan Fiduciaries have independently determined that an investment in the Company is consistent with such fiduciary duties and other obligations.

No discretionary authority or control was exercised by the Company, the Adviser, or any of their respective affiliates in connection with the Plan’s investment in the Company. No investment advice was provided to the Plan or the Plan Fiduciary by the Company, the Adviser, or their respective affiliates, including any advice based upon the Plan’s investment policies or strategies, overall portfolio composition or diversification with respect to its investment in the Company.

The Subscriber acknowledges and agrees that the Company does not intend to hold plan assets of the Plan and that none of the Company, the Adviser, or any of their respective affiliates will act as a fiduciary to the Plan under ERISA, the Code or any Similar Law with respect to the Subscriber’s purchase or retention of Shares in the Company or the management or operation of the Company.

Assuming the assets of the Company are not “plan assets” within the meaning of Section 3(42) of ERISA, the Subscriber’s acquisition and holding of Shares will not constitute or result in a non-exempt “prohibited transaction” under ERISA or Code §4975 or a violation of any Similar Law.

The information provided in Exhibit C of the Investor Qualification Statement is true and accurate as of the date hereof; such information will remain true and accurate for so long as the Subscriber holds Shares in the Company; and the Subscriber agrees to notify the Company immediately if it has any reason to believe that it is or may be in breach of the foregoing representation and covenant.

FOIA Subscribers. If the Subscriber is subject to the Freedom of Information Act, as amended (a “FOIA Subscriber”), the Subscriber has so indicated by checking the appropriate box on the signature page hereto. The Subscriber agrees that it shall promptly notify the Company if it becomes a FOIA Subscriber at any time subsequent to the date hereof. “FOIA Subscriber” shall mean any Subscriber that is: (i) an entity that is directly or indirectly subject to either Section 552(a) of Title 5, United States Code (commonly known as the “Freedom of Information Act”) or any similar U.S. or non-U.S. federal, state, county or municipal public disclosure law; (ii) an entity that is

BHC Subscriber. If the Subscriber is BHC Subscriber (as defined below), the Subscriber has so indicated by checking the appropriate box on the signature page hereto. A “BHC Subscriber” is defined as a Subscriber 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.

Nominees and Custodians; Trustees; Non-U.S. Entities. If the undersigned is acting as a nominee or custodian for another person, entity, organization or governmental agency in connection with the purchase and holding of the Shares, the undersigned has so indicated on the signature page hereto. The representations and warranties contained in this Subscription Documents and any other documents provided to the Company in connection with the Subscriber’s investment in the Company regarding the “Subscriber” are true and accurate with regard to the person, entity, organization or governmental agency for which the undersigned is acting as nominee or custodian. Without limiting the generality of the foregoing, the representations and warranties regarding the status of the Subscriber in the Exhibits hereto are true with respect to, and accurately describe, the person, entity, organization or governmental agency for which the undersigned is acting as nominee or custodian and the undersigned nominee or custodian has the full power and authority to make such representations on behalf of and execute binding agreements enforceable against such person, entity, organization or governmental agency. The person, entity, organization or governmental agency for which the undersigned is acting as nominee or custodian will not Transfer, withdraw and redeem or otherwise dispose of or distribute any part of its economic or beneficial interest in (or any other rights with respect to) the Shares without complying with applicable securities laws and all of the applicable provisions of the Company Documents as if such person, entity, organization or governmental

Anti-Money Laundering, Economic Sanctions, Anti-Bribery and Anti-Boycott Matters.

The Subscriber acknowledges that the Company seeks to comply with all applicable anti-money laundering, economic sanctions, anti-bribery and anti- boycott laws and regulations. In furtherance of these efforts, the Subscriber represents, warrants and agrees that: (A) none of the Subscriber, its affiliates, its beneficial owners/controllers or authorized persons (such Persons, other than the Subscriber, “Related Persons”) are or have been the target of economic or financial sanctions imposed, administered, or enforced by the U.S. federal government, including the U.S. Department of the Treasury Office of Foreign Assets Control, U.S. Department of State, the U.S. Department of Commerce, the United Nations Security Council, the European Union or the United Kingdom (collectively, “Sanctions,” and any person that is either the subject of

The Subscriber represents and warrants that none of the Subscriber, or to the best of its knowledge after due and reasonable inquiry, any Related Person or any person for whom the Subscriber is acting as agent or nominee in connection with this subscription is a senior political figure,² or any immediate family

A “senior political figure” is defined as a current or former senior official in the executive, legislative, administrative, military or judicial branches of the U.S. government (whether elected or not), a current or former senior official in the executive, legislative, administrative, military or judicial branches of a non-U.S. government (whether elected or not), a current or former senior official of a major U.S. or non-U.S. political party or a current or former senior executive of a U.S. or non-U.S. government-owned commercial enterprise or a current or former senior official in a non-U.S. international organization. For purposes of this definition, (i) a “senior official” or “senior executive” means an individual with substantial authority over policy, operations or the use of government-owned resources and (ii) a “senior political figure” includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior political figure as described above.

If the Subscriber is a non-U.S. banking institution (a “Non-U.S. Bank”) or if the Subscriber receives deposits from, makes payments on behalf of, or handles other financial transactions related to a Non-U.S. Bank, the Subscriber represents and warrants to the Company and Adviser that such Non-U.S. Bank:

has a fixed address, other than solely an electronic address, in a country in which the Non-U.S. Bank is authorized to conduct banking activities;

employs one or more individuals on a full-time basis;

maintains operating records related to its banking activities;

is subject to inspection by the banking authority that licensed the Non- U.S. Bank to conduct banking activities; and

does not provide banking services to any other Non-U.S. Bank that does not have a physical presence in any country and that is not a regulated affiliate.

Privacy Notices.

If the Subscriber is a natural person (or an entity that is an “alter ego” of a natural person (e.g., a revocable grantor trust, an individual retirement account, such as a 401(k)/IRA Investor or an estate planning vehicle)), the Subscriber acknowledges the receipt, and reading, of the notice, attached hereto, regarding privacy of financial information under Regulation S-P, 17 C.F.R. 248.1-248.30 (“Regulation S-P”), adopted by the Securities and Exchange Commission and agrees that the Shares are a financial product that the Subscriber has requested

An “immediate family member” of a senior political figure means spouses, parents, siblings, children or a spouse’s parents and siblings.

A “close associate” of a senior political figure means a person who is widely and publicly known (or is actually known) to be a close associate of a senior political figure, or any natural person who is known to hold the ownership or control of a legal instrument or person jointly with a senior political figure, or who maintains some other kind of close business or personal relationship with a senior political figure, or who holds the ownership or control of a legal instrument or person which is known to have been established to the benefit of a senior political figure.

If the California Consumer Privacy Act of 2018, as amended, applies to the collection and sharing of personal information of the Subscriber or its partners, officers, directors, employees, shareholders, members, managers, ultimate beneficial owners, or affiliates by the Company and/or its affiliates, the Subscriber acknowledges that it has read and understood the Privacy Notice Supplement for California Resident

EU-UK Data Protection Legislation. The Subscriber acknowledges that it has read and understood the European Union and United Kingdom Privacy Notice attached hereto as Part B to “Privacy Notices” (the “EU-UK Privacy Notice”), the contents of which shall be deemed to be incorporated herein by reference in its entirety. In particular, if personal data is provided by anyone other than a natural person (e.g., a partnership, trust, corporation or other entity), the Subscriber hereby undertakes, represents and warrants that:

all such personal data has been collected, processed and transferred in accordance with EU-UK Data Protection Legislation (as defined in the EU-UK Privacy Notice);

such personal data is and will be adequate, relevant, limited to what is necessary for the purposes described in the EU-UK Privacy Notice, and is accurate and up-to-date; and

the data subjects of such personal data have been made aware of the purposes for, and manner in, which such personal data will be processed (as set out in the EU-UK Privacy Notice) and, where required by EU-UK Data Protection Legislation, have consented in writing to such processing, including the transfer of personal data to Non-Equivalent Countries (as defined in the EU- UK Privacy Notice).

Confidentiality. The Subscriber acknowledges that the Memorandum, the Company Documents and other information relating to the Company (collectively, 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. The Subscriber agrees that, without the prior written consent of the Company (which consent may be withheld at the sole discretion of the Company), the Subscriber shall not (a) reproduce the Confidential Information, in whole or in part, or (b) disclose the Confidential Information to any person, except to the extent (i) such information is 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) or (ii) 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

FINRA Matters and New Issues. The Subscriber agrees to promptly provide to the Company information regarding the Subscriber’s associations and affiliates as the Company may request from time to time in connection with matters related with the rules and regulations of the Financial Industry Regulatory Authority.

Additional Representations for Non-U.S. Subscribers. If the Subscriber is (i) not a U.S. Person, (ii) an EEA Subscriber (as defined in Appendix I to this Subscription Agreement), (iii) a UK Subscriber (as defined in Appendix I to this Subscription Agreement) or (iv) a Swiss Subscriber (as defined in Appendix I to this Subscription Agreement) the Subscriber hereby makes those additional representations applicable to residents of the Subscriber’s country of residence as specified in Appendix I to this Subscription Agreement. Any such Subscriber understands that it is such Subscriber’s responsibility to satisfy itself as to the full observance of the law of any relevant territory outside the United States in connection with the offer and sale of the Shares, including obtaining any required governmental or other consent and observing any applicable formalities.

Investment Company Act Representations. The Subscriber, except as otherwise indicated in the signature page to this Subscription Agreement:

is not registered or required to be registered as an “investment company” under the Investment Company Act;

has not elected to be regulated as a BDC under the Investment Company Act; and

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.

FATCA and other Automatic Exchange of Information Regimes.

The Subscriber covenants and agrees to provide promptly, and update periodically, at any times requested by the Company and following any change that may cause information set forth in this Section 12(z) to become untrue or misleading in any material respect, all information, documentation, certifications and forms (including Tax Forms), and verifications thereof that the Company deems necessary to comply with (A) any requirement imposed by Code §§1471–1474, and any U.S. Department of Treasury Regulations, forms, instructions or other guidance issued pursuant thereto (commonly referred to as “FATCA”), any similar legislation, regulations or guidance enacted or promulgated by any jurisdiction or international organization which seeks to implement similar automatic exchange of information, tax reporting and/or withholding tax regimes (including the OECD Common Reporting Standard), (B) any intergovernmental agreement between any jurisdictions concerning the collection and sharing of information, and (C) any current or future legislation, regulations or guidance promulgated by or between any jurisdictions or international organizations giving rise to or effect to any item described in clause (A) or (B) (collectively, all of the authorities described in clauses (A), (B) and (C) are referred to herein as “AEOI Regimes”), including information, documentation, certifications and forms (and verifications thereof) that the Company deems necessary:

to determine the residence, citizenship, country of domicile, incorporation or organization, and any tax status ascribed to the Subscriber and its beneficial owners pursuant to AEOI Regimes (including, the most current applicable version of IRS Form W-9 or W-8 and any “self-certification” documentation the Company deems necessary),

to determine whether withholding of tax is required with respect to amounts payable or attributable to the Subscriber pursuant to any AEOI Regime,

to satisfy reporting obligations imposed by any AEOI Regime, for the Company to enter into any agreement required pursuant to any AEOI Regime, or

to comply with the terms of such an agreement on an annual or more frequent basis.

The Subscriber acknowledges and agrees that, for itself, and for and on behalf of its beneficial owners and controllers as applicable, it waives, and/or shall cooperate with the Company and the Adviser to obtain a waiver of, the provisions of any law that (A) prohibits the disclosure by the Adviser or the Company, or by any of their respective agents or Affiliates, of the information or documentation requested from the Subscriber, (B) prohibits the reporting of financial or account information by the Adviser or the Company, or by any of their respective agents or Affiliates, required pursuant to AEOI Regimes or (C) otherwise prevents compliance by the Adviser or the Company with their obligations under AEOI Regimes.

The Subscriber acknowledges that if it fails to supply any Tax Information required pursuant hereto on a timely basis or provides any Tax Information that is in any way misleading or incorrect, the Subscriber and/or the Company may be subject to withholding taxes pursuant to AEOI Regimes. The Subscriber hereby agrees to indemnify and hold harmless the Company against any such withholding taxes or any other penalties that may arise as a result of the Subscriber’s action, inaction or status in connection with any AEOI Regime (including where the Subscriber’s failure to provide Tax Information is based on a statutory, regulatory or other prohibition). The Subscriber further acknowledges that its failure to comply with any requirement pursuant to this Section 12(z) (including a failure based on a statutory, regulatory or other prohibition) may result in the Company being unable to enter into or comply with an agreement required pursuant to an AEOI Regime, or may cause the termination of such an agreement.

The Subscriber shall promptly notify the Company in writing if any governmental body terminates any agreement entered into with the Subscriber pursuant to any AEOI Regime.

The Subscriber acknowledges that any Tax Information requested or compiled by the Company, the Adviser or their agents pursuant to this Subscription Agreement or any AEOI Regime, may be disclosed to (A) the IRS and U.S. Department of Treasury, (B) any other governmental body which collects information pursuant to an applicable AEOI Regime, and (C) any withholding agent where the provision of Tax Information is required by such withholding agent to avoid the application of any withholding tax on any payments to the Company.

The Subscriber further consents to the disclosure of Tax Information concerning the Subscriber and its owners to, and the collection, access, processing and storage of Tax Information concerning the Subscriber and its owners by, affiliates and agents of the Company and the Adviser, and other service providers to any of them, in any jurisdiction, including in the U.S. and in countries outside the EEA, for the purposes of (A) providing services related to any AEOI Regime, and (B) assisting any of them with compliance with any AEOI Regime, including the disclosure by such parties of Tax Information to applicable governmental authorities or international organizations.

The Subscriber acknowledges that Tax Information can become subject to the legal systems and laws in force in each state or country (A) where it is held, received or stored, (B) from where it is accessed in connection with providing services related to any AEOI Regime or other services, or (C) through which it passes, and such jurisdictions may not have the same data protection laws as the country in which the Subscriber is domiciled.

Asset Coverage. The Subscriber (i) acknowledges that the Investment Company Act allows a BDC to increase the maximum amount of leverage it may incur from an asset coverage ratio of 200% to an asset coverage ratio of 150%, if certain requirements are met; (ii) acknowledges that the Adviser, as the Company’s sole initial stockholder, has approved a proposal that allows the Company to reduce its asset coverage to 150%; and (iii) agrees that the minimum asset coverage ratio that the Company is required to maintain under the Investment Company Act is 150%.

Miscellaneous Provisions.

Indemnification. To the maximum extent not prohibited by applicable law, the Subscriber covenants to the Company and Adviser, and agrees to indemnify and hold harmless (i) the Company, (ii) the Adviser and (iii) each officer, director, shareholder, partner, member, other beneficial owner, manager, employee, agent or affiliate of the Company or Adviser and each other Person that controls, is controlled by, or is under common control with, any of the foregoing within the meaning of Section 15 of the

Representations and Warranties; Additional Information. The Subscriber represents and warrants that all of the answers, statements and information set forth in any Subscription Document are true and correct on the date hereof, will be true and correct as of the date, if any, that the Company accepts this Subscription Agreement, in whole or in part, and will remain true and accurate for so long as the Subscriber holds Shares in the Company. The Subscriber covenants and agrees to notify the Company and Adviser promptly of any change that may cause any answer, statement or information set forth in any Subscription Document to become untrue or misleading in any material respect, and to promptly provide such additional information that the Company requests from time to time and deems necessary to determine (i) the eligibility of the Subscriber to hold Shares, (ii) the Company’s or the Adviser’s compliance with applicable regulatory (including tax and ERISA) requirements or (iii) the Company’s tax status. The Subscriber acknowledges and agrees that the Company intends to continue to rely upon the answers, statements and/or information set forth in the Subscription Documents, including Section 12(j), until notified by the Subscriber of any change thereto. The Subscriber also covenants and agrees to provide the Company with all information that otherwise may be reasonably requested by the Company in connection with compliance with applicable law by the Company, the Adviser, and their respective affiliates, including all applicable anti-money laundering, anti-terrorist financing, Sanctions, anti-bribery and anti-boycott laws and regulations. The Subscriber further represents and warrants that, except for any alterations to any Subscription Document that have been clearly marked on or prior to the date of acceptance of this Subscription Agreement or otherwise have been specifically identified in writing and accepted by the Company on or prior to the date of acceptance of this Subscription Agreement, the Subscriber has not altered or otherwise revised this Subscription Agreement or any other Subscription Document in any manner from the version initially received by the Subscriber. The Company may agree to waive, modify or limit the applicability and/or scope of any representation, agreement or covenant contained in any Subscription Document, and any obligation(s) related thereto, with respect to any Person and any such agreement shall not be a side letter or similar agreement for purposes of the Company Documents. The Subscriber acknowledges and agrees that the Company will rely on the Tax Forms (including any Tax Forms delivered by the Subscriber in the future) provided to the Company or the Adviser by or on behalf of the Subscriber.

Company Advisers. The attorneys, accountants and other experts and agents who perform services for the Adviser may also perform services for the Company and/or its respective affiliates. It is contemplated that any such dual representation, if commenced, will continue. The Adviser may, without the consent of any Stockholder, execute on behalf of the Company any consent to the representation of the Company that counsel may request pursuant to the rules of professional conduct in the applicable jurisdiction. The Company has retained ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP (together with its affiliate, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ International LLP, “▇▇▇▇▇▇▇▇ & ▇▇▇▇▇”) in connection with the formation of the Company and may retain ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ as legal counsel in connection with the management and operation of the Company, including making, holding and disposing of investments. ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ will not represent the Subscriber or any other Stockholder or prospective Stockholder of the Company, unless the Company and such Stockholder or prospective Stockholder otherwise agree, in connection with the formation of the Company, the offering of the Shares, the management and operation of the Company or any dispute that may arise between any Stockholder, on one hand, and the Company, on the other hand (the “Company Legal Matters”). The Subscriber will, if it wishes to have counsel on any Company Legal Matter, retain its own independent counsel with respect thereto and will pay all fees and expenses of such independent counsel. The Subscriber agrees that ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ may represent the Company in connection with the formation of the Company and any and all other Company Legal Matters (including any dispute between the Company and the Subscriber or any Stockholder). The Subscriber acknowledges and agrees that (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇’ representation of the Company is limited to the specific matters with respect to which it has been retained and consulted by the Company, (ii) there may exist other matters that could have a bearing on the Company, the Company’s investments, and the Company’s respective affiliates as to which ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ has been neither retained nor consulted, (iii) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ does not undertake to monitor the compliance of the Company and its affiliates with the investment program and other investment guidelines and procedures set forth in the Memorandum, the Company Documents, and any other presentation or materials presented or provided to the Subscriber by or on behalf of the Company or other compliance matters, nor does ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ monitor compliance by the Company and/or its respective affiliates with applicable laws, unless in each case ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ has been specifically retained to do so, (iv) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ does not investigate or verify the accuracy and completeness of information set forth in the Memorandum or other Offering Materials concerning the Company or any of its affiliates and personnel or investments, and (v) except for any opinions specifically set forth in a signed opinion letter issued by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ is not providing any advice, opinion, representation, warranty or other assurance of any kind as to any matter to any Stockholder.

Power of Attorney. The Subscriber hereby irrevocably constitutes and appoints the Company as its true and lawful representative, agent and attorney in fact, in its name, place and stead, with full power to make, execute, deliver, sign, swear to, acknowledge and file all certificates and other instruments (including the Company Documents and any other deeds) necessary to (i) amend and/or restate the Company Documents in accordance with its terms, (ii) admit and accede the Subscriber or any other Person, including any transferee of any Stockholder, as a Stockholder of the Company, and (iii) complete any relevant details and schedules of and to the Company Documents in respect of the Subscriber’s or any other Person’s subscription for, or other acquisition of, a Share and/or such Person’s capital commitment to, and/or capital contributions in respect of, the Company.

Placement Agent. The Subscriber hereby acknowledges and agrees that the Company may engage placement agents in connection with fund-raising for the Company and such placement agents, if retained, may be paid a fee, based, in whole or in part, on the aggregate amount of Capital Commitments to the Company.

Successors and Assigns. This Subscription Agreement, to the extent accepted by the Company, will be binding upon the Subscriber’s heirs, legal representatives, successors and permitted assigns.

Headings and Construction. Section headings and other headings contained in this Subscription Agreement (including the Investor Qualification Statements) are for reference only and are not intended to describe, interpret, define or limit the scope or intent of this Subscription Agreement (including the Investor Qualification Statement). The word “includes” and its derivatives means “includes, but is not limited to” and corresponding derivative expressions in any case where such phrase is not otherwise used.

Governing Law. This Subscription Agreement and all claims or causes of action (whether in contract, tort or statute) that may be based upon, arise out of or relate to this Subscription Agreement or the negotiation, execution or performance of this Subscription Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Subscription Agreement or as an inducement to enter into this Subscription Agreement) shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Maryland, including its statutes of limitations, without giving effect to any choice of law or conflict of law rules or provisions or any borrowing statute that would cause the application of the laws or any statute of limitations of any jurisdiction other than the State of Maryland.

Counterparts; Electronic Signatures. This Subscription Agreement may be executed in multiple counterparts which, taken together, shall constitute one and the same agreement. For the avoidance of doubt, the execution and delivery of this Subscription Agreement by electronic signature and electronic transmission (jointly, an “Electronic Signature”), including via Docusign, OneSpan or other similar method, shall constitute the execution and delivery of a counterpart of this Subscription Agreement by or on behalf of such person and shall bind such person to the terms of this Subscription Agreement. The parties hereto agree that this Subscription Agreement and any additional information incidental hereto may be maintained as electronic records. Any person executing and delivering this Subscription Agreement by Electronic Signature further agrees to take any and all reasonable additional actions, if any, evidencing its intent to be bound by the terms of this Subscription Agreement (including the power of attorney contained herein), as may be requested by the Company at any time.

Notices. All notices and other communications hereunder shall be in writing and shall be sufficiently given if personally delivered or sent by postage prepaid, registered or certified mail, return receipt requested, or by overnight courier or by facsimile transmission with transmission confirmed, addressed as follows: if intended for the Company, to the Company’s principal office, and if intended for any Subscriber to the address of such Subscriber set forth on the signature page hereto, or to such other address as the Company or such Subscriber may designate by written notice. Notices shall be deemed to have been given (i) when personally delivered (ii), if mailed, on the date on which received, or (iii) if sent by overnight courier or facsimile transmission, on the date on which received; provided, that notices of a change of address shall not be deemed given until the actual receipt thereof. The provisions of this Section 13(j) shall not prohibit the giving of written notice in any other manner; any such written notice shall be deemed given only when actually received.

Jurisdiction; Venue; Jury Trial. To the maximum extent not prohibited by applicable law, any action or proceeding brought by the Subscriber against the Company or the Adviser (or their respective direct or indirect owners, officers, directors, managers agents or employees in their capacity as such, or in any related capacity), or relating in any way to any Subscription Document or any other Offering Materials, shall be brought and enforced in the courts of the State of Maryland or (to the fullest extent subject matter jurisdiction exists therefore) of the U.S. District Court for the District of Maryland, and, to the extent not prohibited by applicable law, the Subscriber irrevocably submits to the non-exclusive jurisdiction of such courts in respect of any action or proceeding between it and the Company and/or the Adviser (or their respective direct or indirect owners, officers, directors, managers, agents or employees in their capacity as such, or in any related capacity), or relating in any way to any Subscription Documents or other Offering Materials. The Subscriber irrevocably waives, to the fullest extent not prohibited by applicable law, any objection that it may now or hereafter have to the laying of venue of any such action or proceeding in the courts of the State of Maryland or the U.S. District Court for the District of Maryland and any claim that any such action or proceeding brought in either court has been brought in an inconvenient forum. THE SUBSCRIBER AND THE COMPANY, IRREVOCABLY WAIVE, TO THE FULLEST EXTENT NOT PROHIBITED BY APPLICABLE LAW, ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY ACTION OR PROCEEDING BY OR AGAINST THE ADVISER OR THE COMPANY (OR THEIR RESPECTIVE DIRECT OR INDIRECT OWNERS, AFFILIATES, OFFICERS, DIRECTORS, MANAGERS, AGENTS OR EMPLOYEES IN THEIR CAPACITY AS SUCH, OR IN ANY RELATED CAPACITY), OR IN ANY WAY RELATING TO ANY SUBSCRIPTION DOCUMENT OR ANY OTHER OFFERING MATERIALS.

Severability. Each provision of this Subscription Agreement and each representation, warrant and covenant made in the Subscription Documents shall be considered severable. If it is determined by a court of competent jurisdiction that any provision of this Subscription Agreement or the other Subscription Documents is invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of the applicable Subscription Documents.

Survival. The representations and warranties of the Subscriber in, and the other provisions of, this Subscription Agreement and the other Subscription Documents shall survive the completion, execution and delivery, as applicable, of this Subscription Agreement and the other Subscription Documents and the admission of the Subscriber to the Company.

such Transfer has been registered under the Securities Act in a transaction exempt from or not subject to the registration requirements thereunder, an exemption from registration is available or such sale or disposition is made in accordance with the provisions of Regulation S under the Securities Act and such Transfer does not violate any state (or other jurisdiction) securities or “blue sky” laws applicable to the Company or the Shares to be Transferred;

in the case of a Transfer to a “benefit plan investor” (as defined in Section 3(42) of ERISA), such Transfer would not be a non-exempt “prohibited transaction” under ERISA or Section 4975 of the Code; and

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.

$100,000,000

Subscriber’s Formal Notice Information:

            (to be used for formal notice)

Address:

Subscriber’s Other Contact Information if different than Formal Notice Information: (e.g., home, business or main office)

Address:

SNB Tower, ▇▇▇▇ ▇▇▇▇▇▇▇▇ Financial District,

▇▇▇▇ ▇▇▇▇ Road, Al Aqiq,

Riyadh, 21481, Saudi Arabia.

▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇

(only required if subscription

is being made by a married

couple as joint tenants)

The Saudi National Bank

(signature of authorized representative)

▇▇▇▇ ▇▇-▇▇▇▇▇

Head, Private Markets