SUBSCRIPTION AGREEMENT

1.

The Subscriber acknowledges and agrees that this subscription (i) is conditioned upon acceptance by the Fund, at which time it becomes irrevocable, unconditional and binding on the part of the Subscriber and (ii) may be accepted or rejected in whole or in part by the Fund in its sole discretion at any time. The Subscriber has received and reviewed, and agrees to be bound by, all the terms and provisions of this Subscription Agreement, the Fund’s declaration of trust (as amended, restated or modified from time to time, the “Declaration of Trust”), the bylaws of the Fund as may be in effect from time to time (as amended, restated or modified from time to time, the “Bylaws”), the Memorandum, the Investment Advisory Agreement by and between Monroe Capital Management Advisors, LLC (the “Adviser”) and the Fund (as amended, restated or modified from time to time, the “Advisory Agreement”), the Administration Agreement by and between the Adviser and the Fund (as amended, restated or modified from time to time, the “Administration Agreement”), and the Investment Advisory Agreement proposed to be entered by and between Monroe Capital BDC Advisors, LLC (the “BDC Adviser”) and the Fund (as amended, restated or modified from time to time, the “BDC Advisory Agreement” and, together with the Declaration of Trust, Bylaws, the Memorandum, the Advisory Agreement and the Administration Agreement, the “Operative Documents”).

2.

The Fund has entered, and expects to enter, into separate Subscription Agreements (the “Other Subscription Agreements” and, together with this Subscription Agreement, the “Subscription Agreements”) with other investors (the “Other Investors,” and together with the Subscriber, the “Investors”), providing for the sale of Shares to the Other Investors either on a capital commitment basis (the “Capital Commitments Issuance Basis”) or for the immediate payment of cash against the immediate delivery of Shares. This Subscription Agreement and the Other Subscription Agreements are separate agreements, and the sales of Shares to the Subscriber and the Other Investors are to be separate sales.

3.

The Subscriber irrevocably subscribes for and agrees to purchase Shares for the aggregate purchase price set forth below the Subscriber’s signature on the Subscriber Signature Page to the Investor Questionnaire (which amount is hereby incorporated by reference into this Subscription Agreement), payable under the terms and subject to the conditions set forth herein. The closing of the subscription for the Shares by the Subscriber (the “Closing”) shall take place on the date that this Subscription Agreement and the Investor Questionnaire (having been executed and fully completed by the Subscriber) is accepted in whole or in part by the Fund (such date being the date filled in by the Fund on the Subscriber Signature Page to the Investor Questionnaire) and the Subscriber’s capital contribution has been made. On the date of the Closing, the Subscriber shall be registered as a Class I shareholder of the Fund (a “Shareholder”) with respect to the Shares issued to the Subscriber at such time.

4.

The Subscriber agrees to provide any information reasonably requested by the Fund to verify the accuracy of the representations contained herein, including the Investor Questionnaire and the attachments thereto.

5.

In the event that the Subscriber is permitted by the Fund to make an additional purchase of Shares on a date after the Closing, the Subscriber shall be required to enter into a separate subscription agreement or an addendum to this Subscription Agreement, at the Fund’s discretion, covering such additional purchase.

6.

Purchase of Shares.

a.

Subscriber will make payment of the aggregate purchase price for the Shares in U.S. dollars by submitting a wire transfer for immediately available funds in accordance with the instructions set forth in Appendix B.

b.

Following the Closing, and after the Subscriber’s payment of the aggregate purchase price for the Shares in accordance with Section 6(a), the Fund shall issue to the Subscriber a number of Shares equal to the amount of the aggregate purchase price for the Shares paid by the Subscriber and accepted by the Fund divided by the then-current transaction price per Share, which will be, subject to the requirements of Section 23(b) of the 1940 Act (regardless of whether Section 23(b) of the 1940 Act is applicable to the Fund at such time), the then-current net asset value (“NAV”) per Share as determined in accordance with the valuation procedures for the Fund and will be communicated to the Subscriber by or on behalf of the Fund following the determination of such NAV. The Fund reserves the right, in its sole discretion and at any time (including to the Subscriber), to sell Shares at a price set above the NAV per share based on a variety of factors, including, without limitation, to account for a Subscriber’s allocable portion of the Fund’s initial offering, organizational and other expenses. The NAV per Share applicable to a purchase of Shares at a given effective date will be available generally within 20 business days after the effective date of the Share purchase; at that time, the number of Shares based on that NAV and the Subscriber’s purchase will be determined and Shares shall be credited to the Subscriber’s account as of the effective date of the share purchase.

c.

The Subscriber further acknowledges and agrees that Other Investors may elect to purchase Shares on a Capital Commitments Issuance Basis under Other Subscription Agreements and that nothing herein prohibits the Fund from accepting such Other Subscription Agreements or the cash proceeds with respect thereto and issuing Shares to such Other Investors in connection therewith.

7.

Subscriber Approvals. The Subscriber hereby acknowledges and agrees that, by executing the Subscriber Signature Page to the Investor Questionnaire, effective immediately upon the issuance of Shares to the Subscriber, the Subscriber consents to, authorizes, ratifies and approves (a) the Advisory Agreement, substantially in the form attached hereto as Exhibit A, including the advisory fees and other amounts payable to the Adviser thereunder in its capacity as the Fund’s investment adviser, (b) the application of the reduced asset coverage requirements in Section 61(a)(2) of the 1940 Act to the Fund, and (c) the Fund’s Distribution and Servicing Plan pursuant to Rule 12b-1 under the 1940 Act, substantially in the form attached hereto as Exhibit B, all of which approvals shall remain effective upon and following the Fund’s election to be regulated as a BDC under the 1940 Act and shall survive the acceptance of this Subscription Agreement and the issuance of

8.

Representations and Warranties of the Subscriber. To induce the Fund to accept its subscription and issue the Shares subscribed for under this Subscription Agreement, the Subscriber represents, warrants and covenants that, as of the date the Investor Questionnaire is signed by the Subscriber, as of the date of the Closing and on the subsequent dates specified below (as and to the extent specified below):

a.

Private Placement.

i.

The Subscriber understands that the offering and sale of the Shares being subscribed for are intended to be exempt from registration under the Securities Act, applicable U.S. state securities laws and the laws of any non-U.S. jurisdictions by virtue of the private placement exemption from registration provided in Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder, exemptions under applicable U.S. state securities laws and exemptions under the laws of any non-U.S. jurisdictions, and the Subscriber agrees that any Shares acquired by the Subscriber under this Subscription Agreement may not be Transferred (as defined below) in any manner that would require the Fund to register the Shares under the Securities Act, under any U.S. state securities laws or under the laws of any non-U.S. jurisdictions. The Subscriber was offered the Shares through private negotiations, not through any general solicitation or general advertising.

ii.

The Subscriber represents and warrants that it is (i) an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act (an “Accredited Investor”) and that it has so indicated in the Investor Questionnaire, (ii) a “qualified purchaser” within the meaning of Section 2(a)(51) of the 1940 Act (a “Qualified Purchaser”) and that it has so indicated in the Investor Questionnaire, (iii) a “qualified client” as defined in Rule 205-3 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and (iv) not subject to and is not aware of any facts that would cause the Subscriber (or anyone who is treated as a beneficial owner of the Shares being purchased by the Subscriber) to be subject to any of the “Bad Actor” disqualifications as described in Rule 506(d)(1)(i) to (viii) under the Securities Act. If at any time the Subscriber holds Shares, the Subscriber shall no longer qualify as an Accredited Investor or a Qualified Purchaser, it shall promptly notify the Fund.

iii.

The Subscriber understands that the offering and sale of the Shares in non-U.S. jurisdictions may be subject to additional restrictions and limitations and represents and warrants that it is acquiring its Shares in compliance with all applicable laws, rules, regulations and other legal requirements applicable to the Subscriber, including the legal requirements of jurisdictions in which the Subscriber is resident and in which such acquisition is being consummated. In furtherance, and not in limitation, of the foregoing, if the Subscriber is a resident of any of the jurisdictions set forth in the Memorandum, the Subscriber represents, warrants and covenants as specified in the Memorandum hereto for such jurisdiction.

b.

The Shares to be issued to the Subscriber pursuant to this Subscription Agreement are “restricted securities” as defined in paragraph (a)(3) of Rule 144 under the Securities Act (“Rule 144”) and cannot be sold or transferred by the Subscriber unless they are subsequently registered under the Securities Act or unless an exemption from registration under the Securities Act is available.

c.

The Fund makes no representation or warranty as to the availability to the Subscriber of any exemption from the registration provisions of the Securities Act pursuant to which the Subscriber may resell the Shares.

d.

The Subscriber has received, read carefully in its entirety, and understands the Memorandum and the other Operative Documents. The Subscriber acknowledges and understands that the Operative Documents and the preliminary prospectus included in the Memorandum are in draft form, and the information therein is subject to change, including, without limitation, changes and revisions to the Operative Documents and preliminary prospectus implemented for the purpose of complying or conforming such documents as necessary to satisfy any Omnibus Guidelines Statement of Policy adopted by the North American Securities Administrators Association, as amended, or the statutes, rules, regulations or requests of the U.S. Securities and Exchange Commission or any state securities regulator, or as may otherwise be necessary for the Fund to publicly offer common shares of beneficial interest under U.S. federal laws or in any state as determined by the Fund’s Board of Trustees in good faith. The Subscriber has consulted with its own attorney, accountant, investment adviser or other adviser with respect to the investment(s) contemplated hereby and its suitability for the Subscriber, and the Subscriber understands and consents to the fees, risks and other considerations relating to the purchase of the Shares and an investment in the Fund, including but not limited to the fees and expenses outlined in the Memorandum and the risks and other considerations set forth in the sections titled “Risk Factors” and “Conflicts of Interest” in the Memorandum. The Subscriber has had the opportunity to ask questions of and receive answers from representatives of the Fund, all such questions have been answered to the Subscriber’s full satisfaction, and the Subscriber has obtained any additional information concerning the Fund sought by the Subscriber. The Subscriber acknowledges that no representations have been made to the Subscriber in connection with its investment in the Fund, other than this Subscription Agreement and the Memorandum.

e.

The Subscriber has substantial knowledge and experience in business and financial matters and is capable of evaluating the merits and risks of a purchase of the Shares. The Subscriber understands that there can be no assurance that the Fund will meet its investment objective or otherwise be able to successfully carry out its investment program.

f.

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

g.

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

h.

The Subscriber has its domicile, principal place of business, or principal office at the address shown in the Investor Questionnaire.

i.

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

j.

Unless the Subscriber has notified the Fund in writing that the Subscriber was formed for the specific purpose of acquiring Shares and all of the equity holders of the Subscriber are Accredited Investors and Qualified Purchasers, the Subscriber’s aggregate investment in Shares, together with any capital commitment for Shares, does not exceed 40% of the Subscriber’s assets. If at any time the Subscriber holds Shares, the Subscriber shall no longer be in compliance with the provisions of this Section 8(j), it shall promptly notify the Fund.

k.

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

l.

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

m.

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

n.

The Subscriber understands that the Fund intends to file an election to be treated as a business development company (“BDC”) under the 1940 Act, and intends to elect to be treated as a “regulated investment company” within the meaning of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), for U.S. federal income tax purposes. Pursuant to these elections, the Subscriber shall be required to furnish certain information to the Fund as required under U.S. Treasury Regulation §1.852-6(a) and other regulations. If the Subscriber is unable or refuses to provide such information directly to the Fund, the Subscriber understands that it shall be required to include additional information on its income tax return as provided in U.S. Treasury Regulation § 1.852-7.

o.

The Subscriber: (i)(A) is not a foreign investment company and is not registered or required to be registered as an “investment company” under the 1940 Act; (B) has not elected to be regulated as a BDC under the 1940 Act; and (C) is not relying on the exception from the definition of “investment company” under the 1940 Act set forth in Section 3(c)(1) or 3(c)(7) thereunder or (ii) is otherwise acquiring the Shares under this Subscription Agreement in accordance with Section 12(d)(1) of the 1940 Act.

p.

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

i.

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

ii.

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

iii.

none of the Adviser or any of its affiliates or any of their respective officers, employees, agents, or representatives have any discretion, or are otherwise acting in a fiduciary capacity, with respect to the Plan’s investment in the Fund, whether pursuant to the provisions of ERISA, Section 4975 of the Code or otherwise, and, without limiting the generality of the foregoing, the Subscriber has not relied on, and is not relying on, any investment advice or recommendation of any such person with respect to the Plan’s investment in the Fund;

iv.

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

v.

the Subscriber acknowledges and agrees that the Fund has the authority to require the transfer, redemption, withdrawal or other cancellation of any Shares if it is determined that the continued holding of such Shares could result in the Fund or the Adviser being subject to the provisions of Title I of ERISA or Section 4975 of the Code; and

vi.

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

q.

Similar Laws.

i.

The Subscriber represents and warrants that if it constitutes the assets of one or more governmental plans (within the meaning of Section 3(32) of ERISA) or church plans (within the meaning of Section 3(33) of ERISA) Subscriber is not subject to any law, regulation, rule, judgment or order that is similar to Section 406 of ERISA or Section 4975 of the Code (“Similar Law”), and its purchase and holding of the Shares will not result in the assets of the Fund becoming subject to any such Similar Law;

ii.

The Subscriber acknowledges and agrees that the Fund has the authority to require the transfer, redemption, withdrawal or other cancellation of any Shares if it is determined that the continued holding of such Shares could result in the Fund or the Adviser being subject to any such Similar Law; and

iii.

Without limiting the remedies in the event of a breach, the Subscriber agrees promptly to provide to the Fund such information as the Fund may from time to time reasonably request for purposes of determining whether the assets of the Fund are subject to any such Similar Law.

r.

The Subscriber acknowledges and agrees that the Fund may enter into transactions with affiliates of Monroe Capital LLC that involve conflicts of interest as described in the Memorandum.

s.

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

t.

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

u.

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

v.

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

w.

The Subscriber agrees to give the Fund prompt written notice in the event that any statement, certification, representation or warranty of the Subscriber contained in this Section 8 or any information provided by the Subscriber herein or in any document required to be provided under this Subscription Agreement (including the Investor Questionnaire and any Form W-9/substitute W-9 or Forms W-8 (W-8BEN, W-8BEN-E, W-8IMY, W-8ECI or W-8EXP), as applicable, ceases to be true at any time following the date hereof.

x.

The Subscriber has not relied on, and is not relying on, any investment advice or recommendation of any of the Adviser or any of its affiliates or any of their respective officers, employees, agents, or representatives with respect to the Subscriber’s investment in the Fund.

9.

Principal Transactions and Cross-Trades. The Subscriber represents and warrants that it is aware that the Adviser and their affiliates may, on behalf of the Fund, effect transactions (known as “principal transactions” and/or “cross trades”) in which the Adviser or one of their affiliates is acting for itself and/or other parties (including, without limitation, other funds or pooled investment vehicles established or advised by the Adviser and their affiliates, such as funds for their employees) on the other side of the same transaction (including circumstances where the Adviser or one of their affiliates acts as principal or broker for both sides of the transaction), and may have a potentially conflicting division of loyalties and responsibilities regarding the Fund and the other parties to the transaction. By executing this Subscription Agreement, the Subscriber hereby authorizes and consents to any and all of the foregoing transactions, including any exercise by the independent trustees of the Fund (the “Independent Trustees”) of their right to consent to such

10.

Distribution Reinvestment Plan. The Subscriber elects not to participate in the Fund’s Distribution Reinvestment Plan and has completed the Subscriber Bank Account Information in the Investor Questionnaire.

11.

Representations and Warranties of the Fund. The Fund represents and warrants as follows (in reliance, where applicable, on the representations and warranties of the Subscriber contained in this Subscription Agreement and the representations and warranties of the Other Investors):

a.

The Fund is duly organized and validly existing as a statutory trust under the laws of the State of Delaware and has all requisite corporate power to conduct the business in which it proposes to engage as described in the Memorandum.

b.

All action required to be taken by the Fund as a condition to the issuance and sale of the Shares will have been taken at or before the Closing. The acceptance of this Subscription Agreement by the Fund will not result in the violation of, constitute a default under, or conflict with, any mortgage, indenture, contract, agreement, instrument, judgment, decree, order, statute, rule or regulation applicable to the Fund. Upon delivery of the Fund Acceptance of Subscription by the Fund, this Subscription Agreement (i) will have been deemed duly executed and delivered by the Fund, and (ii) will constitute the legal, valid and binding obligation of the Fund, except (A) as limited by any applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the rights and remedies of creditors generally, as from time to time in effect, (B) as limited by general principles of equity and (C) as the enforcement of remedies rests in the discretion of any court.

12.

Additional Limitations on Transfer of Shares.

a.

General Restrictions on Transfer.

i.

The Shares to be acquired hereunder are being acquired by the Subscriber for the Subscriber’s own account for investment purposes only and not with a view to resale or distribution. The Subscriber may Transfer all or any portion of such Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge or charge of all or any part of such Shares) so long as such Transfer (A) is made in accordance with (1) the registration provisions of the Securities Act or an exemption from such registration provisions, (2) any applicable U.S. federal or state or non-U.S. securities laws and (3) the terms of the Declaration of Trust, and (B) is otherwise in compliance with the transfer restrictions set forth in Appendix A to this Subscription Agreement. “Transfer” (or any derivative thereof) shall mean to sell, offer for sale, agree to sell, exchange, transfer, assign, pledge, hypothecate, grant any option to purchase or otherwise dispose of or agree to dispose of, in any case whether directly or indirectly.

ii.

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

13.

Compliance with Specific Laws.

a.

Anti-Money Laundering.

i.

None of the Subscriber, or any of its affiliates, beneficial owners or any person for whom the Subscriber is acting as agent or nominee: (A) appears on the list of Specially Designated Nationals and Blocked Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), the list of Foreign Sanctions Evaders maintained by OFAC, the UK Sanctions List maintained by the UK HM Treasury, the European Union Consolidated Sanctions List, or any other lists of restricted parties maintained by the U.S. Government, UK Government, or European Union, nor are they otherwise a party with which any entity is prohibited to deal under the laws of the United States, United Kingdom, European Union or other relevant governmental authorities (collectively, “Sanctions Authorities”) (B) is a senior foreign political figure or any immediate family member or close associate of a senior foreign political figure or (C) is identified as a terrorist organization on any other relevant lists maintained by governmental authorities. The Subscriber further represents and warrants that the monies used to fund the investment in the Shares are not derived from, invested for the benefit of, or related in any way to, and that no monies or dividends received

ii.

The Subscriber shall provide to the Fund at any time such information as the Fund determines to be necessary or appropriate (A) to comply with the sanctions and anti-money laundering laws, rules and regulations of any Sanctions Authorities or any applicable jurisdiction, and (B) to respond to requests for information concerning the identity of such Subscriber from any governmental authority, self-regulatory organization or financial institution in connection with its anti-money laundering compliance procedures (which, notwithstanding anything in the Fund’s privacy policies or anything in this Subscription Agreement to the contrary, may then be disclosed to such persons), or to update such information. Such information may include, with respect to any Subscriber (including any of its affiliates and beneficial owners) that is a natural person, the Subscriber’s full legal name, date of birth, residential street address and identification number. Failure to provide such information upon request may result in the compulsory redemption or transfer of the Subscriber’s Shares. The Subscriber, and its beneficial owners and agents, hereby represents that each is currently and will remain in compliance with all sanctions, anti-money laundering, and anti-corruption such laws. Failure to provide such information upon request may result in the compulsory redemption or transfer of the Subscriber’s Shares. Subscriber represents that all evidence of identity provided is genuine, accurate, and complete.

iii.

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

b.

Remedies for Failure to Comply with Section 13. The Subscriber understands and agrees that the Fund may not accept any amounts from the Subscriber if the Subscriber cannot make the representations set forth in this Section 13 and may require the compulsory redemption or Transfer of the Subscriber’s Shares. In addition, the Subscriber understands and agrees that, in addition to the foregoing remedial measures in order to comply with governmental regulations or if the Fund determines in its sole discretion that such action is in the best interests of the Fund, the Fund may “freeze the account” of the Subscriber, either by prohibiting additional investments in the Fund by the Subscriber, refusing to process a distribution to the Subscriber or suspending other rights the Subscriber may have against the Fund under this Subscription Agreement or under the Declaration of Trust and/or the Bylaws. The Fund or the Adviser may be required to report such action or confidential information relating to the Subscriber (including disclosing the Subscriber’s identity) to regulatory authorities.

14.

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

15.

Subscriber Information.

16.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial.

a.

This Subscription Agreement will be governed by and construed under the laws of the State of New York without regard to conflicts of laws principles that would require the application of the substantive laws of another jurisdiction. Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Subscription Agreement shall be brought exclusively in the state or federal courts in New York City, New York, and the parties hereto consent to and submit to personal jurisdiction in those courts and waive any objection to venue in those courts.

b.

THE PARTIES HERETO UNCONDITIONALLY AND IRREVOCABLY WAIVE THEIR RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION AGREEMENT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL, NON-APPEALABLE JUDGEMENT IN ANY ACTION OR PROCEEDINGS INSTITUTED IN ACCORDANCE HEREWITH SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY APPLICABLE LAW.

17.

Effect of Representations; Survival; Indemnity.

a.

The Subscriber understands that the offer and sale of the Shares is being made in reliance on specific exemptions from requirements of federal and state securities laws and that the Fund, and the controlling persons thereof, will rely on the representations, warranties, agreements, acknowledgements and understandings of the Subscriber set forth in this Subscription Agreement and the appendices and attachments hereto (including, without limitation, the Investor Questionnaire) in determining the applicability of such exemptions. The Subscriber hereby confirms that all such representations and warranties will remain true and complete on the date of acceptance by the Fund of the Subscriber’s subscription hereunder.

b.

The representations and warranties of the Subscriber set forth in this Subscription Agreement shall be deemed made as of the date the Investor Questionnaire is signed by the Subscriber and as of the date of the Closing and repeated and reaffirmed by the Subscriber to the Fund as of each date that the Subscriber receives dividends or other distributions from (even if such distribution is reinvested pursuant to the Fund’s Distribution Reinvestment Plan), the Fund. If at any time during the term of the Fund, the representations and warranties set forth in this Subscription Agreement cease to be true, the Subscriber shall promptly so notify the Fund in writing.

c.

The Subscriber agrees that the certifications, representations, warranties, covenants and agreements included in this Subscription Agreement and the appendices and attachments hereto (including, without limitation, the Investor Questionnaire) shall survive the acceptance of this Subscription Agreement, the issuance of Shares to the Subscriber, and the dissolution of the Fund, without limitation as to time.

d.

To the fullest extent permitted under applicable law, the Subscriber agrees to indemnify and hold harmless the Fund, the Adviser and their respective affiliates, and each partner, member, shareholder, officer, director, trustee, employee and agent thereof (the “Indemnified Parties”), from and against any loss, damage or liability due to or arising out of a breach of any representation, warranty or agreement of the Subscriber contained

18.

Notices. Notice of any changes to a Subscriber’s Investor Questionnaire or account information should be submitted to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇. All other notices and other communications hereunder shall be in writing and shall be sufficiently given if personally delivered or sent by registered or certified mail, return receipt requested, hand delivery, overnight courier, facsimile transmission with transmission confirmed, or electronic mail addressed as follows: (i) if intended for the Fund, to the Fund’s principal office (if notice is hand delivered or sent by registered or certified mail or by overnight courier) or to the email address set forth below in this Section 18; and (ii) if intended for the Subscriber, to the address of the Subscriber (if notice is hand delivered or sent by registered or certified mail or by overnight courier) or the email address set forth in the Investor Questionnaire, or to such other address as the Fund or such Subscriber, as applicable, may designate by written notice. Notices shall be deemed to have been given (i) on the date of service when personally delivered (ii), if mailed or sent by overnight courier, on the date on which received, or (iii) on the date of service or transmission if sent by facsimile transmission or electronic mail (provided, that if such service or transmission is not on a business day or is after normal business hours, then such notice shall be deemed given on the next business day); provided, that notices of a change of address shall not be deemed given until the actual receipt thereof. The provisions of this Section 18 shall not prohibit the giving of written notice in any other manner; any such written notice shall be deemed given only when actually received.

19.

Power of Attorney. By executing the Investor Questionnaire, the Subscriber hereby makes, constitutes and appoints the Fund with full power of substitution, its true and lawful attorney-in-fact, in its name, place and stead for its use and benefit, to approve, execute, acknowledge, swear to, file and record:

a.

any and all filings under the Exchange Act with respect to any of the Fund’s securities that may be deemed to be beneficially owned by the Subscriber under the Exchange Act;

b.

all certificates and other instruments deemed advisable by the Fund in order for the Fund to enter into any borrowing or other financing arrangement;

c.

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

d.

all conveyances and other instruments necessary or appropriate to effect the dissolution and liquidation of the Fund;

e.

all other instruments or papers not inconsistent with the terms of this Subscription Agreement that may be required by law to be filed on behalf of the Fund; and

f.

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

20.

Confidentiality. The Subscriber acknowledges that this Subscription Agreement, the Memorandum, the other Operative Documents and other information relating to the Fund (the “Confidential Information”) have been and will be submitted to the Subscriber on a confidential basis for use solely in connection with the Subscriber’s consideration of the purchase of Shares. In addition, Confidential Information includes non-public information regarding the Adviser, the Fund, their respective affiliates and any other investment vehicles whose investment adviser is the Adviser or an affiliate of the Adviser, as well as information regarding the investment portfolios or proposed investments of such entities, in each case that is provided to the Subscriber in connection with its investment in the Fund. Subscriber agrees to comply with all laws, including securities laws, concerning Confidential Information, and Subscriber agrees that it shall not trade in the securities of any issuer about which Subscriber receives material non-public information under this Subscription Agreement or in its capacity as a holder of Shares and shall refrain from such trading until any material non-public information no longer constitutes material non-public information. The Subscriber agrees that, without the prior written consent of the Fund (which consent may be withheld at the discretion of the Fund), the Subscriber shall not (a) reproduce the Memorandum, the other Operative Documents or any other Confidential Information, in whole or in part, or (b) disclose the Memorandum, the other Operative Documents or any other Confidential Information to any person who is not an officer or employee of the Subscriber who is involved in its investments, or partner (general or limited) or affiliate of the Subscriber (it being understood and agreed that if the Subscriber is a pooled investment fund, it shall only be permitted to disclose the Memorandum, the other Operative Documents or other Confidential Information if the Subscriber has required its investors to enter into confidentiality undertakings no less onerous than the provisions of this Section 20 and the Subscriber remains liable for any breach of this Section 20 by its investors), 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 Fund of such requirement (unless such notification is prohibited by law) so that the Fund may pursue a protective order or other

21.

No Joint Liability Between the Fund and the Adviser. The Fund shall not be liable for the fulfillment of any obligation or for the accuracy of any representation of the Adviser or its affiliates under or in connection with this Subscription Agreement. The Adviser and/or its affiliates shall not be liable for the fulfillment of any obligation or for the accuracy of any representation of the Fund under or in connection with this Subscription Agreement. There shall be no joint and several liability of the Fund and the Adviser or its affiliates for any obligation under or in connection with this Subscription Agreement.

22.

Consent to Electronic Delivery. The Subscriber acknowledges that it has received this Subscription Agreement electronically as a pdf document and that it has read the section of the Investor Questionnaire attached hereto relating to consents to electronic delivery of Fund shareholder communications (including, without limitation, account statements, investor communications, 1940 Act Rule 19a-1 notices, annual and/or quarterly reports, tax forms, proxy materials, tender offer or share repurchase materials and other required reports) in respect of the Shares.

23.

Successors and Assigns. This Subscription Agreement is not transferable or assignable by the Subscriber, except with the Fund’s consent. This Subscription Agreement and all the provisions hereof shall be binding upon and shall inure to the benefit of the parties hereto and their respective legal representatives, heirs, successors and permitted assigns.

24.

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

25.

Headings. The headings contained in this Subscription Agreement are inserted for convenience only and shall not be considered in interpreting or construing any of the provisions contained in this Subscription Agreement.

26.

Entire Agreement. This Subscription Agreement and the Investor Questionnaire, together with any other document that may be delivered in connection herewith and signed by both parties hereto, sets forth the entire understanding among the parties relating to the subject matter hereof, any and all prior correspondence, conversations, and memoranda or other writings being merged herein and replaced and being without effect hereon. No promises, covenants or representations of any

27.

Waiver and Amendment. This Subscription Agreement and any schedule hereto may be amended, modified or supplemented only by a written mutual agreement executed and delivered by each of the parties hereto. Any breach or failure of any part hereto to comply with any obligation, covenant, agreement or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other breach or failure.

28.

Severability. If any term, provision, agreement, covenant or restriction of this Subscription Agreement or the application of any such provision, agreement, covenant or restriction to any person or circumstance shall be held invalid, void, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision, agreement, covenant or restriction hereof, so long as the economic or legal substance of the transactions contemplated by this Subscription Agreement is not affected in any manner materially adverse to any party hereto. Upon such a determination, the parties shall negotiate in good faith to modify this Subscription Agreement so as to effect the original intent of the parties as closely as possible in a reasonably acceptable manner so that the transactions contemplated by this Subscription Agreement may be consummated as originally contemplated to the fullest extent possible.

29.

Signatures; Counterparts. This Subscription Agreement may be executed electronically or by other similar means in one or more counterparts each of which will be deemed to be an original copy of this Subscription Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement with the same effect as a manual signature. This Subscription Agreement is executed on behalf of the Fund by the Fund’s officers or trustees, or any one of them, as officers and/or trustees and not individually and the obligations imposed upon the Fund by this Subscription Agreement are not binding upon any of the Fund’s trustees, officers or shareholders individually but are binding only upon the assets and property of the Fund.