Common use of Subsequent Closings Clause in Contracts

Subsequent Closings. The Fund may enter into Other Subscription Agreements with Other Investors after the Closing, with any closing thereunder referred to as a “Subsequent Closing” and any Other Investor whose subscription has been accepted at such Subsequent Closing referred to as a “Subsequent Investor.” On one or more dates to be determined by the Fund that occur on or following the Subsequent Closing (each such date, a “Catch-Up Date”), each Subsequent Investor which enters into a Capital Commitment with the Fund may be required, in the Fund’s sole discretion, to purchase from the Fund a number of Shares with an aggregate purchase price necessary to ensure that, upon payment of the aggregate purchase price for such Shares by the Subsequent Investor on such Catch-Up Date(s), such Subsequent Investor’s Invested Percentage (as defined below) shall be equal to the Invested Percentage of all prior Investors which have entered into Capital Commitments with the Fund (other than any Defaulting Investors (as defined below) or Excluded Investors (as defined below)) (such amount, the “Catch-Up Purchase Price” and such purchase, the “Catch-Up Purchase”). Upon payment of all or a portion of the Catch-Up Purchase Price by such an Investor on a Catch-Up Date, the Fund shall issue to each such Subsequent Investor a number of Shares equal to the portion of the Catch-Up Purchase Price paid divided by the then-current transaction price per Share as of such Catch-Up Date, determined in accordance with the provisions of Section 3(c). Unless the Fund determines otherwise, in its sole discretion, Investors that make a Capital Commitment prior to any Subsequent Closing will not be required to fund Drawdown Purchases on a Drawdown Date until all Subsequent Investors have made their entire Catch-Up Purchase. For the avoidance of doubt, in the event that the Catch-Up Date and a Drawdown Date occur on the same calendar day, such Catch-Up Date and the application of the provisions of this Section 3(e) shall be deemed to have occurred immediately prior to the relevant Drawdown Date. “Invested Percentage” means, with respect to an Investor, the quotient determined by dividing (i) the aggregate amount of contributions made by such Investor by (ii) such Investor’s Capital Commitment.

Subsequent Closings. The Fund may enter into Other Subscription Agreements with Other Investors after Subsequent Closings shall take place at the Closingoffices of Pillsbury ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, with any closing thereunder referred to ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, on such date and at such time as the Company shall determine (each, a “Subsequent Closing” and any Other Investor whose subscription has been accepted at such and, collectively, the “Subsequent Closings” and, together with the Initial Closing, individually, a “Closing” and, collectively, the “Closings”). The date of each applicable Subsequent Closing is referred to herein as a “Subsequent InvestorClosing Date.” On one or more dates At each Subsequent Closing, the Company shall deliver to be determined by the Fund that occur on or following the each Additional Purchaser (a) an Additional Note, dated as of such applicable Subsequent Closing (each such date, a “Catch-Up Date”), each Subsequent Investor which enters into a Capital Commitment with the Fund may be required, in the Fund’s sole discretion, to purchase from the Fund a number of Shares with an aggregate purchase price necessary to ensure that, upon payment of the aggregate purchase price for such Shares by the Subsequent Investor on such Catch-Up Date(s), such Subsequent Investor’s Invested Percentage (as defined below) shall be original principal amount equal to the Invested Percentage dollar amount set forth opposite such Additional Purchaser’s name under the heading “Subsequent Closing Principal Amount” on Schedule B hereto and (b) this Agreement, executed by the Company and the Additional Purchasers. The Company shall update Schedule B from time to time as necessary upon each Subsequent Closing. At each Subsequent Closing, each Additional Purchaser shall deliver to the Company the amount set forth opposite such Additional Purchaser’s name under the heading “Subsequent Closing Principal Amount” on Schedule B hereto, by any combination of all prior Investors which have entered into Capital Commitments with (i) bank check, (ii) personal check or (iii) wire transfer of immediately available funds to such account as the Fund Company designates. Each Additional Purchaser, who is a holder of an Existing Note and who purchases an Additional Note for cash, shall be entitled to exchange (other than any Defaulting Investors (as defined below) or Excluded Investors (as defined belowon a dollar for dollar basis)) (, on such amountSubsequent Closing Date, the “Catch-Up Purchase Price” principal amount of the Existing Note for the same principal amount of the Additional Note purchased by the Additional Purchaser for cash, up to the principal amount of the Additional Note purchased. Each Additional Purchaser surrendering an Existing Note for exchange pursuant hereto (a) shall receive cash for accrued and such purchaseunpaid interest on the principal amount of the Existing Note being exchanged on the applicable Subsequent Closing Date and (b) hereby acknowledges and agrees that, notwithstanding any provisions of the “Catch-Up Purchase”). Upon payment of all or a Existing Note, any portion of the Catch-Up Purchase Price by such an Investor on a Catch-Up Date, the Fund shall issue to each such Subsequent Investor a number of Shares equal to the portion of the Catch-Up Purchase Price paid divided by the then-current transaction price per Share Existing Note exchanged is automatically cancelled as of such Catch-Up Date, determined in accordance with the provisions of Section 3(c). Unless the Fund determines otherwise, in its sole discretion, Investors that make a Capital Commitment prior to any Subsequent Closing will not be required to fund Drawdown Purchases on a Drawdown Date until all Subsequent Investors have made their entire Catch-Up Purchase. For the avoidance of doubt, in the event that the Catch-Up Date and a Drawdown Date occur on the same calendar day, such Catch-Up Date and the application of the provisions of this Section 3(e) shall be deemed to have occurred immediately prior to the relevant Drawdown Date. “Invested Percentage” means, with respect to an Investor, the quotient determined by dividing (i) the aggregate amount of contributions made by such Investor by (ii) such Investor’s Capital Commitment.

Subsequent Closings. The Fund may enter into Other Subscription Agreements with Other Investors after the Closing(a) At any time, with any closing thereunder referred to as a “Subsequent Closing” and any Other Investor whose subscription has been accepted at such Subsequent Closing referred to as a “Subsequent Investor.” On one or more dates to be determined by the Fund that occur on or following the Subsequent Closing (each such dateafter June 24, a “Catch-Up Date”)2006 and prior to December 15, each Subsequent Investor which enters into a Capital Commitment with the Fund may be required, in the Fund’s sole discretion, to purchase from the Fund a number of Shares with an aggregate purchase price necessary to ensure that, upon payment of the aggregate purchase price for such Shares by the Subsequent Investor on such Catch-Up Date(s), such Subsequent Investor’s Invested Percentage (as defined below) shall be equal to the Invested Percentage of all prior Investors which have entered into Capital Commitments with the Fund (other than any Defaulting Investors (as defined below) or Excluded Investors (as defined below)) (such amount2006, the “Catch-Up Purchase Price” and such purchaseCompany, the “Catch-Up Purchase”). Upon payment of all or a portion of the Catch-Up Purchase Price by such an Investor on a Catch-Up Date, the Fund shall issue to each such Subsequent Investor a number of Shares equal to the portion of the Catch-Up Purchase Price paid divided by the then-current transaction price per Share as of such Catch-Up Date, determined in accordance with the provisions of Section 3(c). Unless the Fund determines otherwisemay, in its sole discretion, Investors that make a Capital Commitment prior deliver to any Subsequent Closing will not be required to fund Drawdown Purchases on a Drawdown Date until all Subsequent Investors have made their entire Catch-Up Purchase. For the avoidance of doubt, Investor one or more written notices in the event that the Catch-Up Date and form attached hereto as Exhibit D (each, a Drawdown Date occur on the same calendar day, such Catch-Up Date and the application "PURCHASE NOTICE") specifying (i) The dollar amount of the provisions of this Section 3(e) shall be deemed to have occurred immediately prior to the relevant Drawdown Date. “Invested Percentage” means, Common Stock (with respect to an Investoreach Purchase Notice, the quotient "PURCHASE AMOUNT") it elects to sell to the Investor on the closing date for such sale; (ii) The closing date for such sale (which date shall be 15 days after the effectiveness of the Purchase Notice); (iii) The number of shares of Common Stock to be issued on such closing date; and (iv) The price per share of Common Stock used to calculate the number of shares of Common Stock to be issued on such closing date. If the Purchase Notice involves a Purchase Amount, which when aggregated with the Purchase Amount of Common Stock previously sold to the Investor hereunder exceeds $2,500,000, the Company shall confirm in such Purchase Notice that a registration statement (the "PRE-ISSUANCE REGISTRATION STATEMENT") covering the resale of the shares of Common Stock to be issued on such closing date has been declared and is effective and that the certificates representing such shares shall not bear a restricted securities legend. Notwithstanding the foregoing, (A) the Company may not issue more than three Purchase Notices; (B) the closing date for a Purchase Notice may not occur within 45 days of the closing date for another Purchase Notice hereunder; (C) the Purchase Amount that the Company may elect to sell to the Investor under a single Purchase Notice on any closing date shall not exceed $4,000,000; (D) the aggregate Purchase Amount that the Company may elect to sell to the Investor under all Purchase Notices may not exceed the Maximum Purchase Price; and (E) any Purchase Amount not sold under this Agreement on or before December 31, 2006 will lapse if not used. (b) The number of shares of Common Stock to be issued in connection with a Purchase Notice shall be determined by dividing (i1) the aggregate amount of contributions made by such Investor Purchase Amount specified in the Purchase Notice by (ii) the greater of (A) $0.64 and (B) 80% of the volume-weighted average of the Closing Prices (as defined below) of the Common Stock for the five consecutive Trading Days (as defined below) immediately preceding the date that the Company sends such Purchase Notice to the Investor’s Capital Commitment. (c) The Investor agrees that payment of the full Purchase Amount with respect to a Purchase Notice shall be made on the date specified in the Purchase Notice (the "PAYMENT DATE") through the Letter of Credit. Upon receipt by the Confirming Bank of the information required by the Letter of Credit, the Confirming Bank shall wire to the Company's designated account on the Payment Date the Purchase Amount specified by the Company. (d) Notwithstanding the foregoing, the Investor shall have no obligation hereunder to purchase any shares of Common Stock if the Purchase Amount of such shares, when aggregated with the Purchase Amount of Common Stock previously sold to the Investor under this Agreement, exceeds $2,500,000 unless the Pre-Issuance Registration Statement has been declared and is effective and the certificates representing such shares will not bear a restricted securities legend. (e) The Investor covenants that during period from the date hereof until the earlier of (i) December 31, 2006 and (ii) the date the Company is no longer entitled to sell any additional shares of Common Stock to the Investor under this Agreement (because the Company has sold the full US$9,750,000 contemplated by this Agreement or otherwise), neither the Investor nor any of its affiliates nor any entity managed or controlled by the Investor will ever enter into or execute or cause any person to enter into or execute any "short sale" of any shares of Common Stock.

Subsequent Closings. The Fund Company may enter into Other Subscription Agreements with Other Investors Subscribers after the ClosingClosing Date, with any closing thereunder referred to as a “Subsequent Closing” and any Other Investor Subscriber whose subscription has been accepted at such Subsequent Closing referred to as a “Subsequent InvestorSubscriber.” On Notwithstanding the provisions of Sections 4.1 and 4.3, on one or more dates to be determined by the Fund Company that occur occurs on or following the Subsequent Closing but no later than the next succeeding Drawdown Date (each such dateeach, a “Catch-Up Date”), each Subsequent Investor which enters into a Capital Commitment with the Fund may Subscriber shall be required, in the Fund’s sole discretion, required to purchase from the Fund Company a number of Shares with an aggregate purchase price necessary to ensure that, upon payment of the aggregate purchase price for such Shares by the Subsequent Investor on such Subscriber in the aggregate over all applicable Catch-Up Date(s)Dates, such Subsequent InvestorSubscriber’s Invested Percentage (as defined below) shall be equal to the Invested Percentage of all prior Investors which have entered into Capital Commitments with the Fund Subscribers (other than any Defaulting Investors (as defined below) Subscribers or Excluded Investors (as defined below)Subscribers) (such amount, the “Catch-Up Purchase Price” and such purchase, the “Catch-Up Purchase”). Upon payment of all or a portion of the Catch-Up Purchase Price by such an Investor on a Catch-Up Date, the Fund shall issue to each such Subsequent Investor a number of Shares equal to the portion of the Catch-Up Purchase Price paid divided by the then-current transaction price per Share as of such Catch-Up Date, determined in accordance with the provisions of Section 3(c). Unless the Fund determines otherwise, in its sole discretion, Investors that make a Capital Commitment prior to any Subsequent Closing will not be required to fund Drawdown Purchases on a Drawdown Date until all Subsequent Investors have made their entire Catch-Up Purchase. For the avoidance of doubt, in the event that the Catch-Up Date and a Drawdown Date occur on the same calendar day, such Catch-Up Date and the application of the provisions purposes of this Section 3(e) shall be deemed to have occurred immediately prior to the relevant Drawdown Date. 4.2, “Invested Percentage” means, with respect to an Investora Subscriber, the quotient determined by dividing (i) the aggregate amount of contributions made by such Investor Subscriber pursuant to Section 4.1 and this Section 4.2 by (ii) such InvestorSubscriber’s Capital Commitment. Upon payment of all or a portion of the Catch-Up Purchase Price by the Subscriber on a Catch-Up Date, the Company shall issue to each such Subsequent Subscriber a number of Shares determined by dividing (i) the portion of the Catch-Up Purchase Price contributed at such Catch-Up Date by (ii) the Price Per Share as of the Catch-Up Date. For the avoidance of doubt, in the event that a Catch-Up Date and a Capital Drawdown Date occur on the same calendar day, the Catch-Up Date (and the application of the provisions of this Section 4.2) shall be deemed to have occurred immediately prior to the relevant Capital Drawdown Date. At each Capital Drawdown Date following any Subsequent Closing, all Subscribers, including Subsequent Subscribers, shall purchase Shares in accordance with the provisions of Section 4.1; provided, however, that notwithstanding the foregoing, the definition of Drawdown Share Amount and the provisions of Section 4.3, nothing in this Subscription Agreement shall prohibit the Company from issuing Shares to Subsequent Subscribers at a per share price greater than the net asset value per Share. In the event that any Subscriber is permitted by the Company to make an additional capital commitment to purchase Shares on a date after its initial subscription has been accepted, such Subscriber will be required to enter into a separate subscription agreement with the Company, it being understood and agreed that such separate subscription agreement will be considered to be an Other Subscription Agreement for the purposes of this Subscription Agreement.

Subsequent Closings. The Fund may enter into Other Subscription Agreements with Other Investors after (i) Each Purchaser at the ClosingInitial Closing shall have the option, with exercisable in its sole and exclusive discretion at any closing thereunder referred time and from time to time following the date of the Shareholder Approval of Increase in Authorized Shares (as a “Subsequent Closing” defined in Section 7(a) below) and any Other Investor whose subscription has been accepted at such Subsequent Closing referred to as a “Subsequent Investor.” On one or more dates to be determined by the Fund that occur on or following before June 30, 2014 (the Subsequent Closing (each such date, a “Catch-Up Expiration Date”), each Subsequent Investor which enters into a Capital Commitment with the Fund may be required, in the Fund’s sole discretion, to purchase from the Fund (and upon receipt of a number of Shares with an aggregate purchase price necessary to ensure that, upon payment of the aggregate purchase price for such Shares by the Subsequent Investor on such Catch-Up Date(s), such Subsequent Investor’s Invested Percentage Demand Notice (as defined below) from a Purchaser, the Company must sell) at one or more subsequent Closings on or before the Expiration Date (each such Closing, a “Subsequent Closing”), on the same terms and conditions as those contained in this Agreement, additional Shares and additional Warrants in an aggregate amount not to exceed the number of Shares and the number of Warrant Shares set forth opposite such Purchaser’s name under the heading “Subsequent Closings” on Schedule I hereto. Any Purchaser electing to purchase additional Shares and an additional Warrant at a Subsequent Closing shall provide written notice thereof to the Company, stating the number of additional Shares to be purchased and the number of Warrant Shares to be subject to the accompanying Warrant (which shall equal seventy-five percent (75%) of the number of additional Shares to be purchased at such Subsequent Closing), duly executed by such Purchaser and delivered to the Company in accordance with Section 9(d) (the “Demand Notice”). Following its delivery of a Demand Notice to the Company (and subject to the satisfaction or waiver of the conditions set forth in Subsections (e) and (g) of this Section 2), such Purchaser shall purchase from the Company, and the Company shall issue and sell to such Purchaser, at the Per Share Purchase Price, the additional Shares and Warrant as set forth in the Demand Notice. Each Subsequent Closing shall occur at such location, date and time as may be agreed upon between the Company and the Purchaser exercising the Purchaser Demand (each, a “Subsequent Closing Date”). The Initial Closing and each Subsequent Closing may also be referred to in this Agreement as a “Closing,” and the Initial Closing Date and each Subsequent Closing Date may also be referred to in this Agreement as a “Closing Date.” (ii) In the event that a Purchaser does not purchase any portion of the additional Shares and Warrant Shares set forth opposite such Purchaser’s name under the heading “Subsequent Closings” on Schedule I hereto on or before the Expiration Date (a “Non-Participating Purchaser”), then the Company shall provide written notice of such non-participation to each participating Purchaser (each a “Participating Purchaser”). Within thirty (30) days following the Company’s delivery of such notice, each Participating Purchaser shall have the right, but not the obligation, to purchase its pro rata portion of any additional Shares and Warrant Shares allocated to a Non-Participating Purchaser. In addition, each Participating Purchaser shall have the right, but not the obligation, to oversubscription such that if any other Participating Purchaser fails to purchase its full pro rata portion of a Non-Participating Purchaser’s additional Shares and Warrant Shares, the other Participating Purchasers shall, among them, have the right to purchase up to the balance of the additional Shares and Warrant Shares not so purchased. If, as a result thereof, such oversubscriptions exceed the total number of additional Shares and Warrant Shares available in respect of such oversubscription right, the oversubscribing Participating Purchasers shall be cut back with respect to their oversubscriptions in accordance with their respective pro rata portion. For purposes of this Section 2(b)(ii), a Participating Purchaser’s pro rata portion is equal to the Invested Percentage of all prior Investors which have entered into Capital Commitments with quotient obtained by dividing the Fund (other than any Defaulting Investors (as defined below) or Excluded Investors (as defined below)) (such amount, the “Catch-Up Purchase Price” and such purchase, the “Catch-Up Purchase”). Upon payment of all or a portion of the Catch-Up Purchase Price by such an Investor on a Catch-Up Date, the Fund shall issue to each such Subsequent Investor a total number of Shares equal purchased by such Participating Purchaser pursuant to the portion of the Catch-Up Purchase Price paid divided this Agreement by the then-current transaction price per Share as total number of such Catch-Up Date, determined in accordance with the provisions of Section 3(c). Unless the Fund determines otherwise, in its sole discretion, Investors that make a Capital Commitment prior Shares purchased by all Participating Purchasers pursuant to any Subsequent Closing will not be required to fund Drawdown Purchases on a Drawdown Date until all Subsequent Investors have made their entire Catch-Up Purchase. For the avoidance of doubt, in the event that the Catch-Up Date and a Drawdown Date occur on the same calendar day, such Catch-Up Date and the application of the provisions of this Section 3(e) shall be deemed to have occurred immediately prior to the relevant Drawdown Date. “Invested Percentage” means, with respect to an Investor, the quotient determined by dividing (i) the aggregate amount of contributions made by such Investor by (ii) such Investor’s Capital CommitmentAgreement.

Subsequent Closings. The Fund Company may enter into Other Subscription Agreements with Other Investors after the Closing, with any closing thereunder referred to as a “Subsequent Closing” and any Other Investor whose subscription has been accepted at such Subsequent Closing referred to as a “Subsequent Investor.” On one or more dates to be determined by the Fund Company that occur on or following the Subsequent Closing (each such date, a “Catch-Up Date”), each Subsequent Investor which enters into a Capital Commitment with the Fund may shall be required, in the Fund’s sole discretion, required to purchase from the Fund Company a number of Shares with an aggregate purchase price necessary to ensure that, upon payment of the aggregate purchase price for such Shares by the Subsequent Investor on such Catch-Up Date(s), such Subsequent Investor’s Invested Percentage (as defined below) shall be equal to the Invested Percentage of all prior Investors which have entered into Capital Commitments with the Fund (other than any Defaulting Investors (as defined below) or Excluded Investors (as defined below)Investor) (such amount, the “Catch-Up Purchase Price” and such purchase, the “Catch-Up up Purchase”). Upon payment of all or a portion of the Catch-Up Purchase Price by such an the Investor on a Catch-Up Date, the Fund Company shall issue to each such Subsequent Investor a number of Shares equal to the portion of determined by dividing (x) the Catch-Up Purchase Price paid divided minus the Organizational Expense Allocation (as defined below) by (y) the then-current transaction price NAV per Share as of such a Catch-Up Date, Date (determined in accordance with the provisions of Section 3(cprior to such issuance). Unless the Fund determines otherwise, in its sole discretion, Investors that make a Capital Commitment prior to any Subsequent Closing will not be required to fund Drawdown Purchases on a Drawdown Date until all Subsequent Investors have made their entire Catch-Up up Purchase. For the avoidance of doubt, in the event that the Catch-Up Date and a Drawdown Date occur on the same calendar day, such Catch-Up Date and the application of the provisions of this Section 3(e3(f) shall be deemed to have occurred immediately prior to the relevant Drawdown Date. “Invested Percentage” means, with respect to an Investor, the quotient determined by dividing (i) the aggregate amount of contributions made by such Investor by (ii) such Investor’s Capital Commitment. “Organizational Expense Allocation” means, with respect to an Investor, (a) multiplied by (b), where: (a) equals (i) a fraction, the numerator of which is the total Capital Commitments received by the Company through such date (including the Investor’s), and the denominator of which is the total Capital Commitments received by the Company through such date (excluding the Investor’s), minus (ii) 1.00; and (b) equals the total amount of organizational and offering expenses spent by the Company in connection with the Company’s formation and the offering described in the Memorandum.

Subsequent Closings. (a) The Fund may enter into Other Subscription Agreements with Other Investors after Company will have a two-year fundraising period that will expire on the Closingsecond anniversary of the Initial Closing (as defined in the Memorandum); provided, with any closing thereunder referred however, that this fundraising period is permitted to as a “Subsequent Closing” and any Other Investor whose subscription has been accepted be extended for two additional one-year periods by the Company's board of directors by majority vote and, thereafter, one additional one-year period by the Company's stockholders by majority vote (the "Fundraising Period"). Through the end of the Fundraising Period, the Company may, at such Subsequent Closing referred to as a “Subsequent Investor.” On the Adviser's sole discretion, hold one or more subsequent closings on such dates to be determined by as the Fund that occur Adviser determines (each date on which a subsequent closing is held, a "Subsequent Closing Date"). Upon or following the acceptance of a Subscriber's Capital Commitment on any Subsequent Closing (each Date, such date, a “Catch-Up Date”), each Subsequent Investor which enters into a Capital Commitment with the Fund may Subscriber shall be required, in the Fund’s sole discretion, required to purchase from the Fund Company, on one or more occasions (all of which shall be on or prior to the next Drawdown Date), each pursuant to a Catch-up Notice (as defined below), an aggregate number of Shares with an aggregate purchase price necessary to ensure that, upon payment of the aggregate purchase price for such Shares by the Subsequent Investor on such Catch-Up Date(s)Subscriber, such Subsequent Investor’s Invested Subscriber's Net Contributed Capital Percentage (as defined below) shall be equal to the Invested Net Contributed Capital Percentage of all each prior Investors which have entered into Capital Commitments with the Fund Subscriber (other than any Defaulting Investors (as defined below) or Excluded Investors Subscribers (as defined below)) that has previously funded a Drawdown Purchase (such amount, the “Catch-Up Purchase Price” and each such purchase, the “a "Catch-Up up Purchase”"). Upon payment Notice of all or a portion Catch-up Purchase (a "Catch-up Notice") will be delivered to a Subscriber at least ten (10) days prior to the applicable Catch-up Date and shall set forth (i) the amount, in U.S. Dollars, of the Catch-Up up Purchase Price by for such an Investor Subscriber, (ii) the date on a which payment for the applicable Catch-Up up Purchase is due (the "Catch-up Date, the Fund shall issue to each such Subsequent Investor a number of Shares equal to the portion ") and (iii) wire instructions for funding of the Catch-Up Purchase Price paid divided by the then-current transaction price per Share as of such Catch-Up Date, determined in accordance with the provisions of Section 3(c)up Purchase. Unless the Fund determines otherwise, in Any Subscriber increasing its sole discretion, Investors that make a Capital Commitment prior to on any Subsequent Closing will not Date shall be required to fund Drawdown Purchases on treated as if it were making a Drawdown Date until all Subsequent Investors have made their entire Catch-Up Purchase. For the avoidance of doubt, new Capital Commitment in the event that the Catch-Up Date and a Drawdown Date occur on the same calendar day, such Catch-Up Date and the application of the provisions of this Section 3(e) shall be deemed to have occurred immediately prior to the relevant Drawdown Date. “Invested Percentage” means, with respect to an Investor, the quotient determined by dividing (i) the aggregate amount of contributions made by such Investor by (ii) such Investor’s Capital CommitmentCompany.

Subsequent Closings. The Fund may enter into Other Subscription Agreements with Other Investors after Closing of the Closingpurchase and sale of any Additional Leases ("Additional Lease Group"), with any closing thereunder referred to as a “Subsequent Closing” and any Other Investor whose subscription has been accepted at such Subsequent Closing referred to as a “Subsequent Investor.” On provided for in this Agreement, will occur on one or more dates to be determined by the Fund that occur on or following the Subsequent Closing after April 15, 2008 (each such date, a “Catch-Up Date”"Subsequent Closing"), each Subsequent Investor which enters into a Capital Commitment with the Fund may be required, in the Fund’s sole discretion, to purchase from the Fund a number of Shares with an aggregate purchase price necessary to ensure that, upon payment . Unless Purchaser rejects any of the aggregate purchase price for such Shares by the Subsequent Investor on such Catch-Up Date(s), such Subsequent Investor’s Invested Percentage Additional Leases in an Additional Lease Group (as defined belowon Exhibit 2) because of (a) title defects, (b) because the Leases do not comply with the terms of this Agreement as provided in Section 3(a) and otherwise herein, or (c) because Purchaser has a reasonable good faith reason to believe that a Lease will not result in a well capable of producing commercial quantities of hydrocarbons from the Middle ▇▇▇▇▇▇ Shale Formation, Purchaser shall deliver to Agent or its designee, within ten (10) business days of receipt of written (i) notice from Agent identifying the Additional Leases proposed to be equal acquired, including at a minimum the information concerning each such Additional Lease that is referenced on Exhibit 2 hereto, together with reasonable title information and notice of any material issues or defects in title as to any of the Additional Leases included in the Additional Lease Group which are known to the Invested Percentage Agent and (ii) evidence that each Additional Lease to be acquired as part of all prior Investors which have entered into Capital Commitments with the Fund (other than any Defaulting Investors (as defined below) or Excluded Investors (as defined below)) (such amount, the “Catch-Up Purchase Price” and such purchase, the “Catch-Up Purchase”). Upon payment of all or a portion of the Catch-Up Purchase Price by such an Investor on a Catch-Up Date, the Fund shall issue to each such Subsequent Investor a number of Shares equal to the portion of the Catch-Up Purchase Price paid divided by the then-current transaction price per Share as of such Catch-Up Date, determined in accordance proposed Additional Lease Group complies with the provisions of Section 3(c). Unless this Agreement, funds at a Subsequent Closing sufficient to purchase the Fund determines otherwiseAdditional Lease Group submitted by Purchaser for a Subsequent Closing, which when paid shall be deemed the Lease Group Purchase Price under this Agreement for any and all Additional Leases in its sole discretionthe Additional Lease Group; provided, Investors however, that make in no event will a Capital Commitment prior Subsequent Closing occur if the total Lease Group Purchase Price of Additional Leases in an Additional Lease Group to be acquired at any Subsequent Closing will not be required is less than Five Hundred Thousand and No/100ths Dollars ($500,000.00), unless otherwise agreed to fund Drawdown Purchases on a Drawdown Date until all Subsequent Investors have made their entire Catch-Up Purchase. For in advance in writing with Purchaser, and in no event shall the avoidance of doubtfunds paid by Purchaser for Additional Lease Groups exceed, in the event that the Catch-Up Date and a Drawdown Date occur on the same calendar dayaggregate, such Catch-Up Date and the application of the provisions of this Section 3(e) shall be deemed to have occurred immediately prior to the relevant Drawdown Date. “Invested Percentage” means, with respect to an Investor, the quotient determined by dividing Three Million Dollars (i) the aggregate amount of contributions made by such Investor by (ii) such Investor’s Capital Commitment$3,000,000.00).

Subsequent Closings. The Fund Company may enter into Other Subscription Agreements with Other Investors after the Closing, with any closing thereunder referred to as a “Subsequent Closing” and any Other Investor whose subscription has been accepted at such Subsequent Closing referred to as a “Subsequent Investor.” On one or more dates to be determined by the Fund Company that occur on or following the Subsequent Closing (each such date, a “Catch-Up Date”), each Subsequent Investor which enters into a Capital Commitment with the Fund may Company shall be required, in the Fund’s sole discretion, required to purchase from the Fund Company a number of Shares with an aggregate purchase price necessary to ensure that, upon payment of the aggregate purchase price for such Shares by the Subsequent Investor on such Catch-Up Date(s), such Subsequent Investor’s Invested Percentage (as defined below) shall be equal to the Invested Percentage of all prior Investors which have entered into Capital Commitments with the Fund Company (other than any Defaulting Investors (as defined below) or Excluded Investors (as defined below)Investor) (such amount, the “Catch-Up Purchase Price” and such purchase, the “Catch-Up up Purchase”). Upon payment of all or a portion of the Catch-Up Purchase Price by such an Investor on a Catch-Up Date, the Fund Company shall issue to each such Subsequent Investor a number of Shares equal to the portion of determined by dividing (x) the Catch-Up Purchase Price paid divided minus the Organizational Expense Allocation (as defined below) by (y) the then-current transaction price NAV per Share as of such a Catch-Up Date, Date (determined in accordance with the provisions of Section 3(cprior to such issuance). Unless the Fund determines otherwise, in its sole discretion, Investors that make a Capital Commitment prior to any Subsequent Closing will not be required to fund Drawdown Purchases on a Drawdown Date until all Subsequent Investors have made their entire Catch-Up up Purchase. For the avoidance of doubt, in the event that the Catch-Up Date and a Drawdown Date occur on the same calendar day, such Catch-Up Date and the application of the provisions of this Section 3(e3(f) shall be deemed to have occurred immediately prior to the relevant Drawdown Date. “Invested Percentage” means, with respect to an Investor, the quotient determined by dividing (i) the aggregate amount of contributions made by such Investor by (ii) such Investor’s Capital Commitment. “Organizational Expense Allocation” means, with respect to an Investor, (a) multiplied by (b), where: (a) equals (i) a fraction, the numerator of which is the total Capital Commitments received by the Company through such date (including the Investor’s), and the denominator of which is the total Capital Commitments received by the Company through such date (excluding the Investor’s), minus (ii) 1.00; and (b) equals the total amount of organizational and offering expenses spent by the Company in connection with the Company’s formation and the offering described in the Memorandum.

Subsequent Closings. The Fund Company may enter into Other other Subscription Agreements with Other Investors other subscribers after the ClosingClosing Date, with any closing thereunder referred to as a “"Subsequent Closing” " and any Other Investor other subscriber whose subscription has been accepted at such Subsequent Closing referred to as a “"Subsequent InvestorSubscriber.” On " Notwithstanding the provisions of Sections 3(a) and 3(c), on one or more dates to be determined by the Fund Company that occur on or following the Subsequent Closing but no later than the next succeeding Drawdown Date (each such dateeach, a “"Catch-Up Date”"), each Subsequent Investor which enters into a Capital Commitment with the Fund may Subscriber shall be required, in the Fund’s sole discretion, required to purchase from the Fund Company a number of Shares with an aggregate purchase price necessary to ensure that, upon payment of the aggregate purchase price for such Shares by the Subsequent Investor on such Subscriber in the aggregate over all applicable Catch-Up Date(s)Dates, such Subsequent Investor’s Subscriber's Invested Percentage (as defined below) shall be equal to the Invested Percentage of all prior Investors which have entered into Capital Commitments with the Fund Subscribers (other than any Defaulting Investors (as defined below) Subscribers or Excluded Investors (as defined below)Subscribers) (such amount, the “"Catch-Up Purchase Price” and such purchase, the “Catch-Up Purchase”"). Upon payment of all or a portion of the Catch-Up Purchase Price by such an Investor on a Catch-Up Date, the Fund shall issue to each such Subsequent Investor a number of Shares equal to the portion of the Catch-Up Purchase Price paid divided by the then-current transaction price per Share as of such Catch-Up Date, determined in accordance with the provisions of Section 3(c). Unless the Fund determines otherwise, in its sole discretion, Investors that make a Capital Commitment prior to any Subsequent Closing will not be required to fund Drawdown Purchases on a Drawdown Date until all Subsequent Investors have made their entire Catch-Up Purchase. For the avoidance of doubt, in the event that the Catch-Up Date and a Drawdown Date occur on the same calendar day, such Catch-Up Date and the application of the provisions purposes of this Section 3(e) shall be deemed to have occurred immediately prior to the relevant Drawdown Date. “3(b), "Invested Percentage” " means, with respect to an Investora Subscriber, the quotient determined by dividing (i) the aggregate amount of contributions made by such Investor Subscriber pursuant to Section 3(a) and this Section 3(b) by (ii) such Investor’s Subscriber's Capital Commitment. Upon payment of all or a portion of the Catch-Up Purchase Price by the Subscriber on a Catch-Up Date, the Company shall issue to each such Subsequent Subscriber a number of Shares determined by dividing (i) the portion of the Catch-Up Purchase Price contributed at such Catch-Up Date by (ii) the Price Per Share as of the Catch-Up Date. For the avoidance of doubt, in the event that a Catch-Up Date and a Capital Drawdown Date occur on the same calendar day, the Catch-Up Date (and the application of the provisions of this Section 3(b)) shall be deemed to have occurred immediately prior to the relevant Capital Drawdown Date. At each Capital Drawdown Date following any Subsequent Closing, all Subscribers, including Subsequent Subscribers, shall purchase Shares in accordance with the provisions of Section 3(a); provided, however, that notwithstanding the foregoing, the definition of Drawdown Share Amount and the provisions of Section 3(c), nothing in this Agreement shall prohibit the Company from issuing Shares to Subsequent Subscribers at a per share price greater than the net asset value per Share. In the event that any Subscriber is permitted by the Company to make an additional capital commitment to purchase Shares on a date after its initial subscription has been accepted, such Subscriber will be required to enter into a separate subscription agreement with the Company (such separate agreement may be a short form subscription agreement), it being understood and agreed that such separate subscription agreement will be considered to be an other subscription agreement for the purposes of this Agreement.

Subsequent Closings. The Fund may enter into Other Subscription Agreements with Other Investors after Company expects to hold closings subsequent to the ClosingInitial Closing Date (each date on which a subsequent closing is held, with any closing thereunder referred to as a “Subsequent ClosingClosing Date”) and issue additional Shares (including Shares of any New Class (as defined below)) to any Member (including any Additional Member (as defined below)) on terms and conditions as determined by the Board (as defined below); provided, however, that no Member shall be required to purchase such additional Shares. Members will be required to fund drawdowns to purchase additional Shares of the Company up to the amount of their respective Capital Commitments each time the Company delivers a drawdown notice, which will be at least ten (10) Business Days prior to funding (“Drawdown Notice”). The Company intends to solicit subscriptions for additional Capital Commitments for a period of five years from October 31, 2023 (the date that the Company first issued a Drawdown Notice, the “Initial Investment Period”), after which the Company expects to conduct a Liquidity Event, as defined below. Investment Period may be extended by the Board as it may deem appropriate. If the Company enters into a Subscription Agreement with one or more investors after the initial capital drawdown from investors (the “Initial Drawdown” and any Other Investor whose subscription has been accepted the date on which the Initial Drawdown occurs, the “Initial Drawdown Date”), each such investor may, at such Subsequent Closing referred the discretion of the Board, be required to as make purchases of Shares (each, a “Subsequent Investor.” On Catch-Up Purchase”) on one or more dates to be determined by the Fund that occur on or following Company. The aggregate purchase price of the Subsequent Closing (each such date, a “Catch-Up Date”), each Subsequent Investor which enters into a Capital Commitment with the Fund may Purchases will be required, in the Fund’s sole discretion, equal to purchase from the Fund a number of Shares with an aggregate purchase price amount necessary to ensure that, upon payment of the aggregate purchase price for price, such Shares by investor will have contributed the Subsequent Investor on such same percentage of its Capital Commitment to the Company as all Members whose subscriptions were accepted at previous closings. Catch-Up Date(sPurchases will be made at a per-share price as determined by our Board (including any committee thereof), such Subsequent Investor’s Invested Percentage (as defined below) shall which price will be equal determined prior to the Invested Percentage of all prior Investors which have entered into Capital Commitments with the Fund (other than any Defaulting Investors (as defined below) or Excluded Investors (as defined below)) (such amount, the “Catch-Up Purchase Price” and such purchase, the “Catch-Up Purchase”). Upon payment of all or a portion of the Catch-Up Purchase Price by such an Investor on a Catch-Up Date, the Fund shall issue to each such Subsequent Investor a number of Shares equal to the portion of the Catch-Up Purchase Price paid divided by the then-current transaction price per Share as issuance of such Catch-Up Date, determined Shares and in accordance with the provisions limitations under Section 23 of Section 3(c)the Investment Company Act. Unless In order to more fairly allocate organizational and other expenses among all of our Members, investors subscribing after the Fund determines otherwise, in its sole discretion, Investors that make a Capital Commitment prior to any Subsequent Closing will not Initial Drawdown may be required to fund pay a price per share above net asset value reflecting a variety of factors, including, without limitation, the total amount of our organizational and other expenses amortized and/or incurred between the date of the Initial Drawdown Purchases on a Drawdown Date until all Subsequent Investors have made their entire Catch-Up Purchase. For the avoidance of doubt, in the event that the Catch-Up Date and a Drawdown Date occur on the same calendar day, such Catch-Up Date and the application relevant subsequent capital drawdown. In addition to all legal remedies available to the Company, failure by a Member to purchase additional Shares when capital is called in respect of the a Member’s Capital Commitment will (following a cure period of seven (7) Business Days) result in that Member being subject to certain default provisions set forth in Section 7.2(e) of this Section 3(e) shall be deemed Agreement. Defaulting Members may also forfeit their right to have occurred immediately prior to the relevant Drawdown Date. “Invested Percentage” means, with respect to an Investor, the quotient determined by dividing (i) the aggregate amount of contributions made by such Investor by (ii) such Investor’s Capital Commitmentparticipate in purchasing additional Shares on any future drawdown date or otherwise participate in any future investments in Shares.

Subsequent Closings. The Fund purchase and sale of the 637,731 Shares for which the Services Consideration is to be paid (as such amount may enter into Other Subscription Agreements with Other Investors be appropriately adjusted to reflect any stock split, reverse split, stock dividend or other reclassification or recapitalization affecting the capital stock of the company, the record date of which shall occur after the Closingdate of this Agreement) (the "Remaining Shares") shall take place in installments from time to time, with any closing thereunder but not more frequently than once in each fiscal quarter, following the execution and delivery of the Services Agreement, at such places and dates as the parties shall mutually agree; provided, however, that in the event the parties do not agree upon the date for such purchases and sales, such purchases and sales shall take place on the fifteenth (15th) business day following the end of each fiscal quarter of the Company. Each such purchase and sale following the Initial Closing is hereinafter referred to as a “"Subsequent Closing” ," and any Other Investor whose subscription has been accepted at the date upon which such Subsequent Closing occurs (or is scheduled to occur) is hereinafter referred to as a “Subsequent Investor.” On one or more dates to be determined by the Fund that occur on or following the "Subsequent Closing (each such date, a “Catch-Up Date”), ." At each Subsequent Investor which enters into Closing, the Company will deliver to TDC a Capital Commitment with the Fund may be required, certificate registered in the Fund’s sole discretion, to purchase from the Fund a name of TDC (or such other wholly-owned subsidiary of TCI as TCI may direct) evidencing that number of Shares with an aggregate purchase price necessary to ensure that, upon payment of the aggregate purchase price for such Shares by the Subsequent Investor on such Catch-Up Date(s), such Subsequent Investor’s Invested Percentage (as defined below) shall be that is equal to the Invested Percentage of all prior Investors which have entered into Capital Commitments with the Fund (other than any Defaulting Investors (as defined below) or Excluded Investors (as defined below)) (such amount, the “Catch-Up Purchase Price” and such purchase, the “Catch-Up Purchase”). Upon payment of all or a portion value of the Catch-Up Purchase Price services theretofore rendered by such an Investor on a Catch-Up Date, the Fund shall issue TCI and its affiliates (pursuant to each such Subsequent Investor a number of Shares equal to the portion of the Catch-Up Purchase Price paid divided by the then-current transaction price per Share and as of such Catch-Up Date, determined in accordance with the provisions of Section 3(c). Unless Services Agreement) which are then unpaid, divided by the Fund determines otherwise, in its sole discretion, Investors that make a Capital Commitment prior to any Per Share Purchase Price (the Remaining Shares issued at each Subsequent Closing will not be required being hereinafter referred to fund Drawdown Purchases on a Drawdown Date until all as the "Subsequent Investors have made their entire Catch-Up Purchase. For the avoidance of doubtClosing Shares"); provided, in the event however, that the Catch-Up Date Company's obligation to issue Subsequent Closing Shares, and a Drawdown Date occur on TDC's obliga- tion to purchase such Shares and render services in payment therefor, shall terminate at such time as the same calendar day, such Catch-Up Date and the application aggregate number of the provisions of Subsequent Closing Shares issued pursuant to this Section 3(e) shall be deemed to have occurred immediately prior 2.3 is equal to the relevant Drawdown Date. “Invested Percentage” means, with respect to an Investor, the quotient determined by dividing (i) the aggregate amount number of contributions made by such Investor by (ii) such Investor’s Capital CommitmentRemaining Shares.

Subsequent Closings. The Fund may enter into Other Subscription Agreements with Other Investors after the Closing, with any closing thereunder referred to as a “Subsequent Closing” and any Other Investor whose subscription has been accepted at such Subsequent Closing referred to as a “Subsequent Investor.” On one or more dates to be determined by the Fund that occur on or following the Subsequent Closing (each such date, a “Catch-Up Date”), each Subsequent Investor which enters into a Capital Commitment with the Fund may be required, in the Fund’s sole discretion, to purchase from the Fund a number of Shares with an aggregate purchase price necessary to ensure that, upon payment of the aggregate purchase price for such Shares by the Subsequent Investor on such Catch-Up Date(s), such Subsequent Investor’s Invested Percentage (as defined below) shall be equal to the Invested Percentage of all prior Investors which have entered into Capital Commitments with the Fund (other than any Defaulting Investors (as defined below) or Excluded Investors Investor (as defined below)) (such amount, the “Catch-Up Purchase Price” and such purchase, the “Catch-Up Purchase”). Upon payment of all or a portion of the Catch-Up Purchase Price by such an Investor on a Catch-Up Date, the Fund shall issue to each such Subsequent Investor a number of Shares equal to the portion of the Catch-Up Purchase Price paid divided by the then-current transaction price per Share as of such Catch-Up Date, determined in accordance with the provisions of Section 3(c). Unless the Fund determines otherwise, in its sole discretion, Investors that make a Capital Commitment prior to any Subsequent Closing will not be required to fund Drawdown Purchases on a Drawdown Date until all Subsequent Investors have made their entire Catch-Up Purchase. For the avoidance of doubt, in the event that the Catch-Up Date and a Drawdown Date occur on the same calendar day, such Catch-Up Date and the application of the provisions of this Section 3(e) shall be deemed to have occurred immediately prior to the relevant Drawdown Date. “Invested Percentage” means, with respect to an Investor, the quotient determined by dividing (i) the aggregate amount of contributions made by such Investor by (ii) such Investor’s Capital Commitment.

Subsequent Closings. The Fund may enter into Other Subscription Agreements with Other Investors after (a) After the Initial Closing, the Parties shall hold Subsequent Closings on such dates as either Commnet or Buyer may reasonably request (but in no event shall a Subsequent Closing be held on a day that is not a Business Day or more frequently than once every sixty (60) days (unless otherwise agreed to in writing by the Parties)), subject to the requesting Party providing the other Parties with any closing thereunder referred at least five (5) Business Days’ notice prior to as the date of such Subsequent Closing (each, a “Subsequent Closing” and any Other Investor whose subscription has been accepted at such Subsequent Closing referred to as a “Subsequent Investor.” On one or more dates to be determined by Date”); provided, however, that the Fund that occur on or following Parties will hold the final Subsequent Closing (the “Final Subsequent Closing”) on the Final Subsequent Closing Date and, unless the Parties otherwise agree in writing, there shall be no Subsequent Closings after the Final Subsequent Closing. (b) At each Subsequent Closing (or such date, a “Catch-Up Date”earlier day specified below), each Subsequent Investor which enters into a Capital Commitment with the Fund may be requiredParties will consummate the following transactions (which, in the Fund’s sole discretionexcept as otherwise provided below, to purchase from the Fund a number of Shares with an aggregate purchase price necessary to ensure that, upon payment of the aggregate purchase price for such Shares by the Subsequent Investor on such Catch-Up Date(s), such Subsequent Investor’s Invested Percentage (as defined below) shall be equal to the Invested Percentage of all prior Investors which have entered into Capital Commitments with the Fund (other than any Defaulting Investors (as defined below) or Excluded Investors (as defined below)) (such amount, the “Catch-Up Purchase Price” and such purchase, the “Catch-Up Purchase”). Upon payment of all or a portion of the Catch-Up Purchase Price by such an Investor on a Catch-Up Date, the Fund shall issue to each such Subsequent Investor a number of Shares equal to the portion of the Catch-Up Purchase Price paid divided by the then-current transaction price per Share as of such Catch-Up Date, determined in accordance with the provisions of Section 3(c). Unless the Fund determines otherwise, in its sole discretion, Investors that make a Capital Commitment prior to any Subsequent Closing will not be required to fund Drawdown Purchases on a Drawdown Date until all Subsequent Investors have made their entire Catch-Up Purchase. For the avoidance of doubt, in the event that the Catch-Up Date and a Drawdown Date occur on the same calendar day, such Catch-Up Date and the application of the provisions of this Section 3(e) shall be deemed to have occurred immediately in the order listed below): (i) At least three (3) Business Days prior to any Subsequent Closing, Commnet will deliver any Payoff Letters required to release and discharge any Liens (other than Permitted Liens) on any Included Property relating any Assignable Site to be included in the relevant Drawdown DateSubsequent Closing. “Invested Percentage” meansAt each Subsequent Closing, the Parties will execute and deliver the Closing Statement for such Subsequent Closing, and Buyer will pay the Consideration (less the amount required to pay to third parties under the applicable Payoff Letters, if any, and subject to the adjustments and prorations described in Section 2.8, Section 2.9, and as otherwise provided in this Agreement) to Commnet and make the other payments contemplated by such Closing Statement and Payoff Letters by wire transfer of immediately available funds. (ii) The Subsequent Sale Site Subsidiary shall enter into a Joinder Agreement (and Buyer, the other existing Sale Site Subsidiaries, and the Commnet Parties shall acknowledge and consent to such Joinder Agreement). (iii) The applicable Parties will enter into: (A) with respect to each Portfolio Site that is converted into an InvestorAssignable Site at such Subsequent Closing, a Transfer Agreement and any other documentation necessary to evidence the sale, conveyance, assignment, transfer, and delivery to the applicable Sale Site Subsidiary of the applicable Commnet Party’s right, title, and interest in, to, and under such Assignable Site, the quotient determined Included Property of such Assignable Site and any other assets and property that would transfer at such time if the date of such Subsequent Closing had been the date of the Initial Closing; and (B) amended schedules or exhibits to all other applicable Collateral Agreements; in each case, in accordance with the Site Designations List for such Subsequent Closing. (iv) Alloy will sell, convey, assign, transfer and deliver to Buyer all of the Sale Site Subsidiary Interests in the applicable Subsequent Sale Site Subsidiary, free and clear of all Liens, and Buyer shall purchase, acquire and assume such Sale Site Subsidiary Interests from Alloy, in each case, pursuant to a Sale Site Subsidiary Interests Assignment and Assumption Agreement executed and delivered by dividing Alloy and Buyer. (iv) The Parties shall duly execute and deliver the aggregate amount of contributions made certificates and other contracts, documents, and instruments required to be delivered under Sections 8.5 and Section 8.6. (vi) Commnet will instruct Datasite to provide Buyer with access to the Data Room that permits Buyer to print and download any documents and data that constitute Books and Records, which access shall not expire or terminate earlier than the date that is thirty (30) days following the applicable Subsequent Closing. (c) In addition, at the Final Subsequent Closing, the Parties will consummate the transactions contemplated by such Investor Section 4.5. The Closing Statement for the Final Subsequent Closing will also include the transactions contemplated by (ii) such Investor’s Capital CommitmentSection 4.5.

Subsequent Closings. 3.10.1 The Fund Company may enter into Other Subscription Agreements with Other Investors accept additional Capital Commitments (each an “Additional Capital Commitment”) to increase its Committed Capital, at one or more Closings after the Closing, with any closing thereunder referred to as First Closing (each such event a “Subsequent Closing” and any Other Investor whose subscription has been accepted at ”). The last of such Subsequent Closing referred to as a Closings (the “Subsequent Investor.” On one or more dates to be determined Final Closing”) shall occur not later than the final closing date of uMunthu Investment Company Ltd unless extended by the Fund Shareholders by Special Resolution. 3.10.2 At each Subsequent Closing the Company may accept Additional Capital Commitments from any of the other Shareholders or from any other Person selected by the Manager. Upon each Subsequent Closing, a Person other than a Shareholder making an Additional Capital Commitment shall execute a Deed of Adherence in accordance with the draft attached as Annex 2, and a Shareholder making an Additional Capital Commitment shall execute a Deed of Amendment in accordance with the draft attached as Annex 3. 3.10.3 On the first Subscription Date following a Subsequent Closing, each Person other than a Shareholder making an Additional Capital Commitment, and each Shareholder making an Additional Capital Commitment, shall subscribe for Shares and contribute an amount of capital surplus for an amount (the “Adjustment Contribution”) such that occur the Funded Percentage of each such Shareholder and each such other Person equals the Funded Percentage of the Company after such Subscription Date. 3.10.4 On the first Subscription Date following a Subsequent Closing, each Person other than a Shareholder making an Additional Capital Commitment, and each Shareholder making an Additional Capital Commitment, shall be required to pay to the Company an amount (the “Subscription Premium”) calculated as the higher of: (a) a notional interest of 6 per cent per annum on or the amount of such Additional Commitment for the period from the First Subscription Date to the first Subscription Date following the Subsequent Closing Closing; or (each such date, a “Catch-Up Date”), each Subsequent Investor which enters into a b) the difference between the net asset value per Share and the Capital Commitment with the Fund may be required, Contribution per Share as reported in the Fund’s sole discretionaccounts of the Company immediately prior to such Subscription Date multiplied by the number of Shares issued in respect of such Additional Commitment. 3.10.5 The Subscription Premiums shall be added to the share premium reserve of the Company. The Subscription Premiums shall not reduce the Capital Commitments nor increase the Capital Contributions of any of the Shareholders. 3.10.6 On the first Subscription Date following a Subsequent Closing, to purchase from the Fund extent that the Company does not require the aggregate amount of the Adjustment Contributions and Subscription Premiums to fund the projected Disbursements for the three-month period following the Subscription Date, such Adjustment Contributions and Subscription Premiums shall be distributed to the Shareholders, such that the Funded Percentage of each Shareholder equals the Funded Percentage of the Capital Commitments of the Company after such Subscription Date. Distributions under this clause shall not be treated as distributions of Net Cash Flow under Section 7 herein, and shall accordingly reduce the Capital Contributions and increase the Remaining Commitments of such Shareholders. The Company shall redeem a number of Shares with or capital surplus corresponding to the amount of such distributions a Shareholder is eligible to receive, and each Shareholder shall, if necessary, execute and deliver to the Company an aggregate purchase price necessary to ensure that, upon payment appropriate resolution of the aggregate purchase price for Shareholders authorizing and approving such a redemption. 3.10.7 To enable the Company to issue new Shares by to a Person other than a Shareholder making an Additional Capital Commitment and each Shareholder making an Additional Capital Commitment, the Subsequent Investor on such CatchShareholders shall delegate the power to issue Shares, and exclude the pre-Up Date(s)emption right, such Subsequent Investor’s Invested Percentage (as defined below) shall be equal to the Invested Percentage Manager in its capacity as the Company’s management board for a period of all prior Investors which have entered into Capital Commitments with 18 months from the Fund (other than any Defaulting Investors (as defined below) or Excluded Investors (as defined below)) (such amount, the “Catch-Up Purchase Price” and such purchase, the “Catch-Up Purchase”). Upon payment of all or a portion date of the Catch-Up Purchase Price by such an Investor on a Catch-Up First Subscription Date, the Fund shall issue to each such Subsequent Investor a number of Shares equal to the portion of the Catch-Up Purchase Price paid divided by the then-current transaction price per Share as of such Catch-Up Date, determined in accordance with the provisions of Section 3(c). Unless the Fund determines otherwise, in its sole discretion, Investors that make a Capital Commitment prior to any Subsequent Closing will not be required to fund Drawdown Purchases on a Drawdown Date until all Subsequent Investors have made their entire Catch-Up Purchase. For the avoidance of doubt, in the event that the Catch-Up Date and a Drawdown Date occur on the same calendar day, such Catch-Up Date and the application of the provisions of this Section 3(e) shall be deemed to have occurred immediately prior to the relevant Drawdown Date. “Invested Percentage” means, with respect to an Investor, the quotient determined by dividing (i) the aggregate amount of contributions made by such Investor by (ii) such Investor’s Capital Commitment.

Subsequent Closings. The Fund Company may enter into Other Subscription Agreements with Other Investors after sell up to an ------------------- additional 755,000 shares of the Closing, with any closing thereunder referred Series A Preferred Stock not sold at the Initial Closing to such purchasers as a “Subsequent Closing” and any Other Investor whose subscription has been accepted it shall select at such Subsequent Closing referred to as a “Subsequent Investor.” On one or more dates to be determined by subsequent closings (each, a "Subsequent Closing," and the Fund that occur on or following the date ------------------ of each such Subsequent Closing, a "Subsequent Closing (each such date, a “Catch-Up Date”"), each at a ----------------------- price of not less than $1.00 per share and on terms no more favorable than those contained herein. Notwithstanding the foregoing, no Subsequent Investor Closing may occur after the date which enters into a Capital Commitment with the Fund may be required, in the Fund’s sole discretion, to purchase is 30 days from the Fund a number date of Shares with an aggregate purchase price necessary to ensure that, upon this Amendment. Upon payment of the aggregate purchase price for such Shares by the Subsequent Investor on such Catchshares of Series A Preferred Stock being purchased and execution of a signature page counterpart to this Agreement, the Investors' Rights Agreement, the Co-Up Date(s)Sale Agreement and the Voting Agreement (collectively, such Subsequent Investor’s Invested Percentage (the "Series A Agreements" and each as defined below) ------------------- and without need for an amendment thereto aside from this Amendment, except to add such purchaser's name to Exhibit A to such agreements, --------- any such purchaser shall be equal become a party to the Invested Percentage of all prior Investors which have entered into Capital Commitments with the Fund (other than any Defaulting Investors (Series A Agreements as defined below) or Excluded Investors (as defined below)) (such amount, the “Catch-Up Purchase Price” and such purchase, the “Catch-Up Purchase”). Upon payment of all or a portion of the Catch-Up Purchase Price by such an Investor on a Catch-Up applicable Subsequent Closing Date, the Fund shall issue to each such Subsequent Investor a number of Shares equal to the portion of the Catch-Up Purchase Price paid divided by the then-current transaction price per Share as of such Catch-Up Date, determined in accordance with the provisions of Section 3(c). Unless the Fund determines otherwise, in its sole discretion, Investors that make a Capital Commitment prior to any Subsequent Closing will not be required to fund Drawdown Purchases on a Drawdown Date until all Subsequent Investors have made their entire Catch-Up Purchase. For the avoidance of doubt, in the event that the Catch-Up Date and a Drawdown Date occur on the same calendar day, such Catch-Up Date and the application of the provisions of this Section 3(e) shall be deemed to have occurred immediately prior to a "Purchaser" or an "Investor" for purposes of the relevant Drawdown Date. “Invested Percentage” meansSeries A Agreements, with respect to an Investoras the case may be, the quotient determined by dividing provided that (ia) the aggregate amount representations and warranties of contributions the Company shall be deemed made as of the Initial Closing Date; (b) the representations and warranties of each purchaser shall be deemed made as of the applicable Subsequent Closing Date; (c) no further deliveries pursuant to Section 4 of this Agreement shall be made by the Company as of a Subsequent Closing Date; and (d) a purchaser in any such Investor by (ii) such Investor’s Capital CommitmentSubsequent Closing shall not be entitled to purchase any Warrants. The Initial Closing and each Subsequent Closing are referred to herein collectively as the "Closing" and the ------- Initial Closing Date and Subsequent Closing Date are referred to herein collectively as the "Closing Date." ------------

Subsequent Closings. 3.10.1 The Fund Company may enter into Other Subscription Agreements with Other Investors accept additional Capital Commitments (each an “Additional Capital Commitment”) to increase its Committed Capital, at one or more Closings after the Closing, with any closing thereunder referred to as First Closing (each such event a “Subsequent Closing” and any Other Investor whose subscription has been accepted at ”). The last of such Subsequent Closings (the “Final Closing”) shall occur not later than 18 months after the First Closing, unless extended by Special Resolution. 3.10.2 At each Subsequent Closing referred to as the Company may accept Additional Capital Commitments from any of the other Shareholders or from a “Subsequent Investor.” On one or more dates to be determined Subscriber selected by the Fund Board. Upon each Subsequent Closing, a Subscriber making an Additional Capital Commitment shall execute a Deed of Adherence in accordance with the draft attached as Annex 2, and a Shareholder making an Additional Capital Commitment shall execute a Deed of Amendment in accordance with the draft attached as Annex 3. 3.10.3 On the first Subscription Date following a Subsequent Closing, each Subscriber making an Additional Capital Commitment, and each Shareholder making an Additional Capital Commitment, shall subscribe for Shares for an amount (the “Adjustment Contribution”) such that occur the Funded Percentage of each such Shareholder and each such Subscriber equals the Funded Percentage of the Company after such Subscription Date. 3.10.4 On the first Subscription Date following a Subsequent Closing, each Subscriber making an Additional Capital Commitment, and each Shareholder making an Additional Capital Commitment, shall be required to pay to the Company an amount (the “Subscription Premium”) calculated as the higher of: (a) a notional interest of 6 per cent per annum on or the amount of such Additional Commitment for the period from the First Subscription Date to the first Subscription Date following the Subsequent Closing Closing; or (each such date, a “Catch-Up Date”), each Subsequent Investor which enters into a b) the difference between the Net Asset Value and the Capital Commitment with the Fund may be required, Contribution per Share as reported in the Fund’s sole discretionaccounts of the Company immediately prior to such Subscription Date multiplied by the number of Shares issued in respect of such Additional Commitment. 3.10.5 The Subscription Premiums shall be added to the share premium reserve of the Company. The Subscription Premiums shall not reduce the Capital Commitments nor increase the Capital Contributions of any of the Shareholders. 3.10.6 On the first Subscription Date following a Subsequent Closing, to purchase from the Fund extent that the Company does not require the aggregate amount of the Adjustment Contributions and Subscription Premiums to fund the projected Disbursements for the three-month period following the Subscription Date, such Adjustment Contributions and Subscription Premiums shall be distributed to the Shareholders, such that the Funded Percentage of each Shareholder equals the Funded Percentage of the Capital Commitments of the Company after such Subscription Date. Distributions under this clause shall not be treated as distributions of Net Cash Flow under Section 7 herein and shall accordingly reduce the Capital Contributions and increase the Remaining Commitments of such Shareholders. The Company shall redeem a number of Shares with corresponding to the amount of such distributions a Shareholder is eligible to receive, and each Shareholder shall, if necessary, execute and deliver to the Company an aggregate purchase price necessary to ensure that, upon payment appropriate resolution of the aggregate purchase price for Shareholders authorizing and approving such Shares by the Subsequent Investor on such Catch-Up Date(s), such Subsequent Investor’s Invested Percentage (as defined below) shall be equal to the Invested Percentage of all prior Investors which have entered into Capital Commitments with the Fund (other than any Defaulting Investors (as defined below) or Excluded Investors (as defined below)) (such amount, the “Catch-Up Purchase Price” and such purchase, the “Catch-Up Purchase”). Upon payment of all or a portion of the Catch-Up Purchase Price by such an Investor on a Catch-Up Date, the Fund shall issue to each such Subsequent Investor a number of Shares equal to the portion of the Catch-Up Purchase Price paid divided by the then-current transaction price per Share as of such Catch-Up Date, determined in accordance with the provisions of Section 3(c). Unless the Fund determines otherwise, in its sole discretion, Investors that make a Capital Commitment prior to any Subsequent Closing will not be required to fund Drawdown Purchases on a Drawdown Date until all Subsequent Investors have made their entire Catch-Up Purchase. For the avoidance of doubt, in the event that the Catch-Up Date and a Drawdown Date occur on the same calendar day, such Catch-Up Date and the application of the provisions of this Section 3(e) shall be deemed to have occurred immediately prior to the relevant Drawdown Date. “Invested Percentage” means, with respect to an Investor, the quotient determined by dividing (i) the aggregate amount of contributions made by such Investor by (ii) such Investor’s Capital Commitmentredemption.

Subsequent Closings. The Fund may enter into Other Subscription Agreements with Other Investors after Subsequent Closings shall take place at the Closingoffices of Pillsbury ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, with any closing thereunder referred to ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, on such date and at such time as the Company shall determine (each, a “Subsequent Closing” and any Other Investor whose subscription has been accepted at such and, collectively, the “Subsequent Closings” and, together with the Initial Closing, individually, a “Closing” and, collectively, the “Closings”). The date of each applicable Subsequent Closing is referred to herein as a “Subsequent InvestorClosing Date.” On one or more dates At each Subsequent Closing, the Company shall deliver to be determined by the Fund that occur on or following the each Additional Purchaser (a) an Additional Note, dated as of such applicable Subsequent Closing (each such date, a “Catch-Up Date”), each Subsequent Investor which enters into a Capital Commitment with the Fund may be required, in the Fund’s sole discretion, to purchase from the Fund a number of Shares with an aggregate purchase price necessary to ensure that, upon payment of the aggregate purchase price for such Shares by the Subsequent Investor on such Catch-Up Date(s), such Subsequent Investor’s Invested Percentage (as defined below) shall be original principal amount equal to the Invested Percentage dollar amount set forth opposite such Additional Purchaser’s name under the heading “Subsequent Closing Principal Amount” on Schedule B hereto, (b) an Additional Warrant to purchase shares of all prior Investors which have entered into Capital Commitments with the Fund (other than any Defaulting Investors (as defined below) or Excluded Investors (as defined below)) (such amount, the “Catch-Up Purchase Price” and such purchase, the “Catch-Up Purchase”). Upon payment of all or a portion Common Stock of the Catch-Up Purchase Price Company as set forth opposite such Additional Purchaser’s name under the heading “Subsequent Closing Warrant Shares” on Schedule B attached hereto and (c) this Agreement, executed by such an Investor on a Catch-Up Datethe Company and the Additional Purchasers. The Company shall update Schedule B from time to time as necessary upon each Subsequent Closing. At each Subsequent Closing, the Fund each Additional Purchaser shall issue to each such Subsequent Investor a number of Shares equal deliver to the portion of Company the Catch-Up Purchase Price paid divided by amount set forth opposite such Additional Purchaser’s name under the then-current transaction price per Share as of such Catch-Up Date, determined in accordance with the provisions of Section 3(c). Unless the Fund determines otherwise, in its sole discretion, Investors that make a Capital Commitment prior to any heading “Subsequent Closing will not be required to fund Drawdown Purchases Principal Amount” on a Drawdown Date until all Subsequent Investors have made their entire Catch-Up Purchase. For the avoidance Schedule B hereto, by any combination of doubt, in the event that the Catch-Up Date and a Drawdown Date occur on the same calendar day, such Catch-Up Date and the application of the provisions of this Section 3(e) shall be deemed to have occurred immediately prior to the relevant Drawdown Date. “Invested Percentage” means, with respect to an Investor, the quotient determined by dividing (i) the aggregate amount of contributions made by such Investor by bank check, (ii) personal check or (iii) wire transfer of immediately available funds to such Investor’s Capital Commitmentaccount as the Company designates.

Subsequent Closings. The Fund may enter into Other Subscription Agreements with Other Investors after If any of the authorized shares of Series B Preferred are not sold at the Initial Closing, with any closing thereunder referred to as the Company shall have the right, at one or more subsequent closings (each a “Subsequent Closing,” and any Other Investor whose subscription has been accepted at such Subsequent Closing referred to as a together, the “Subsequent Investor.” On Closings”) to be held within one hundred eighty (180) days of the Initial Closing Date, to sell the remaining authorized but unissued shares of Series B Preferred to one or more dates to be additional purchasers as determined by the Fund that occur Company but who shall not be Advanced Digital Information Corporation, Overland Storage, Inc. or Storage Tech, Inc., or to a Purchaser hereunder who wishes to acquire additional shares of Series B Preferred. All such sales shall be made on or following the Subsequent Closing (each such dateterms and conditions set forth in this Agreement, a “Catch-Up Date”), each Subsequent Investor which enters into a Capital Commitment with the Fund may be required, in the Fund’s sole discretion, to purchase from the Fund a number of Shares with an aggregate purchase price necessary to ensure that, upon payment and all of the aggregate purchase price for such Shares ancillary agreements contemplated hereby, including, without limitation, the Amended and Restated Investor Rights Agreement in substantially the form attached hereto as Exhibit D (the “Investor Rights Agreement”) and the Amended and Restated Voting Agreement (the “Voting Agreement”) in substantially the form attached hereto as Exhibit E, and the representations and warranties by the Subsequent Investor on such Catch-Up Date(s)Company as set forth in Section 3 hereof and by the Purchasers as set forth in Section 4 hereof, such Subsequent Investor’s Invested Percentage (as defined below) shall be equal to the Invested Percentage of that any and all prior Investors which have entered into Capital Commitments with the Fund (other than any Defaulting Investors (as defined below) or Excluded Investors (as defined below)) (such amount, the “Catch-Up Purchase Price” and such purchase, the “Catch-Up Purchase”). Upon payment of all or a portion of the Catch-Up Purchase Price by such an Investor on a Catch-Up Date, the Fund shall issue to each such Subsequent Investor a number of Shares equal to the portion of the Catch-Up Purchase Price paid divided by the then-current transaction price per Share as of such Catch-Up Date, determined in accordance with the provisions of Section 3(c). Unless the Fund determines otherwise, in its sole discretion, Investors that make a Capital Commitment prior to any Subsequent Closing will not be required to fund Drawdown Purchases on a Drawdown Date until all Subsequent Investors have made their entire Catch-Up Purchase. For the avoidance of doubt, in the event that the Catch-Up Date and a Drawdown Date occur on the same calendar day, such Catch-Up Date and the application of the provisions of this Section 3(e) Agreement that relate to the Initial Closing will also apply to such sales. Each investor who purchases Series B Preferred at a Subsequent Closing shall sign a signature page to this Agreement and will thereby be deemed to have occurred immediately prior be a “Purchaser” for all purposes under this Agreement and shall sign the Investor Rights Agreement, Voting Agreement and such other documents as reasonably requested by the Company. The terms “Closing” and “Closing Date” shall refer to the relevant Drawdown Date. “Invested Percentage” means, closing of the purchase and sale of Series B Preferred and/or issuance of Series A-1 Preferred with respect to an Investora particular Purchaser, irrespective of whether such purchase and sale takes place at the quotient determined by dividing (i) the aggregate amount of contributions made by such Investor by (ii) such Investor’s Capital CommitmentInitial Closing or a Subsequent Closing.

Subsequent Closings. The Fund may enter into Other Subscription Agreements with Other Investors (a) Subject to the terms and conditions set forth herein, on each Subsequent Closing Date (i) Seller shall assign to Trustee, for the benefit of the Certificateholders and Bond Insurer, the Eligible Lease Contracts and other rights and interests to be conveyed to the Trust on the Subsequent Closing Date, (ii) Rockford shall cause the Available Amount to equal or exceed the Minimum LOC Amount (calculated after giving effect to the Closing, with any closing thereunder referred conveyance of the Lease Contracts to as a “Subsequent Closing” be conveyed to the Trust and any Other Investor whose subscription has been accepted at the issuance of the related Class A Certificates on such Subsequent Closing referred Date), (iii) Trustee shall issue to or upon the order of Seller Class A Certificates having an original aggregate certificate principal balance equal to the Aggregate Discounted Lease Contract Balance of such Lease Contracts as a “Subsequent Investor.” On one or more dates to be determined by the Fund that occur on or following of the Subsequent Closing Date, representing 100% of the Certificates to be issued on the Subsequent Closing Date, and (each iv) Purchaser and/or its designated affiliate shall purchase such dateClass A Certificates from Seller for a price equal to the original aggregate principal amount of such Certificates; provided, however, that such purchase shall not cause the Class A Certificate Investor Interest to exceed the Commitment Amount and Trustee shall not accept further Lease Contracts if to do so would cause the Class A Certificate Investor Interest to exceed the Commitment Amount. Notwithstanding anything to the contrary contained herein, all Subsequent Closing Dates must occur no later than the date on which the Funding Period is terminated. Trustee shall not accept Lease Contracts and Purchaser shall not purchase Class A Certificates on or after the date on which the Funding Period is terminated. (b) Not later than the fifth Business Day preceding a “Catch-Up Subsequent Closing Date”, Seller, by personal delivery, telecopy or other means of delivery, shall give Trustee, Bond Insurer and Purchaser notice (the "Subsequent Closing Notice") of the proposed Subsequent Closing Date. Each such notice shall specify the date of the proposed Subsequent Closing Date (which shall be a Business Day), shall include a copy of the Lease Schedule for the Lease Contracts to be assigned to Trustee on the Subsequent Closing Date, and shall specify the weighted average of the remaining terms of such Lease Contracts, the approximate applicable Treasury Rate under Section 2.05 for such weighted average (with the precise calculation to be communicated to Trustee, Bond Insurer and Purchaser one Business Day prior to the proposed Subsequent Closing Date), and the approximate aggregate principal amount (with the precise calculation to be communicated to Trustee, Bond Insurer and Purchaser one Business Day prior to the proposed Subsequent Closing Date) and approximate applicable Certificate Rates of Certificates to be issued in connection with such proposed closing (with the precise calculation to be communicated to Trustee, Bond Insurer and Purchaser one Business Day prior to the proposed Subsequent Closing Date); provided, in no event shall the Class A Certificate Investor Interest ever (c) Seller hereby agrees, subject to the terms of this Agreement, to assign to Trustee for the benefit of the Certificateholders and Bond Insurer on each Subsequent Investor which enters into a Capital Commitment with the Fund may be requiredClosing Date, in the Fund’s sole discretion, to purchase from the Fund a number of Shares Eligible Lease Contracts with an aggregate purchase price necessary to ensure that, upon payment Aggregate Discounted Lease Contract Balance as of the Subsequent Closing Date that is not less than the aggregate original principal balance of the Certificates to be issued on such Subsequent Closing Date. (d) Payment for and delivery of the Certificates to be purchased by Purchaser from Seller on a Subsequent Closing Date shall be made at a closing at the offices of Purchaser c/o CoreStates Bank, N.A., 1345 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ 12:00 noon Philadelphia time on the Subsequent Closing Date. Payment of the purchase price for such Shares the Certificates shall be made by Purchaser in federal or other immediately available funds, against delivery to Purchaser of the Subsequent Investor Certificates to be purchased on such Catch-Up Date(s), such Subsequent Investor’s Invested Percentage (as defined below) shall be equal to the Invested Percentage of all prior Investors which have entered into Capital Commitments with the Fund (other than any Defaulting Investors (as defined below) or Excluded Investors (as defined below)) (such amount, the “Catch-Up Purchase Price” and such purchase, the “Catch-Up Purchase”). Upon payment of all or a portion of the Catch-Up Purchase Price by such an Investor on a Catch-Up Closing Date, the Fund shall issue to each such Subsequent Investor a number of Shares equal to the portion of the Catch-Up Purchase Price paid divided by the then-current transaction price per Share as of such Catch-Up Date, determined registered in accordance with the provisions of Section 3(c). Unless the Fund determines otherwise, in its sole discretion, Investors that make a Capital Commitment prior to any Subsequent Closing will not be required to fund Drawdown Purchases on a Drawdown Date until all Subsequent Investors have made their entire Catch-Up Purchase. For the avoidance of doubt, Purchaser's name or in the event that the Catch-Up Date and a Drawdown Date occur on the same calendar day, such Catch-Up Date and the application name of the provisions of this Section 3(e) shall be deemed to have occurred immediately prior to the relevant Drawdown Date. “Invested Percentage” means, with respect to an Investor, the quotient determined by dividing (i) the aggregate amount of contributions made by such Investor by (ii) such Investor’s Capital CommitmentPurchaser's nominee.

Subsequent Closings. The Fund Company may enter into Other Subscription Agreements with Other Investors after the Closinginitial Drawdown Date, with any closing thereunder referred to as a “Subsequent Closing” and any Other Investor whose subscription has been accepted at such Subsequent Closing referred to as a “Subsequent Investor.” On one or more dates to be determined by the Fund Company that occur on or following the Subsequent Closing (each such date, a “Catch-Up Date”), each Subsequent Investor which enters into a Capital Commitment with the Fund Company may be required, in the FundCompany’s sole discretion, to purchase from the Fund Company a number of Shares with an aggregate purchase price necessary to ensure that, upon payment of the aggregate purchase price for such Shares by the Subsequent Investor on such Catch-Catch- Up Date(s), such Subsequent Investor’s Invested Percentage (as defined below) shall be equal to the Invested Percentage of all prior Investors which have entered into Capital Commitments with the Fund Company (other than any Defaulting Investors (as defined below) or Excluded Investors Investor (as defined below)) (such amount, the “Catch-Up Purchase Price” and such purchase, the “Catch-Up Purchase”). Upon payment of all or a portion of the Catch-Up Purchase Price by such an Investor on a Catch-Up Date, the Fund shall issue to each such Subsequent Investor a number of Shares equal to the portion of the Catch-Up Purchase Price paid divided by the then-current transaction price per Share as of such Catch-Up Date, determined in accordance with the provisions of Section 3(c). Unless the Fund determines otherwise, in its sole discretion, Investors that make a Capital Commitment prior to any Subsequent Closing will not be required to fund Drawdown Purchases on a Drawdown Date until all Subsequent Investors have made their entire Catch-Up Purchase. For the avoidance of doubt, in the event that the Catch-Up Date and a Drawdown Date occur on the same calendar day, such Catch-Up Date and the application of the provisions of this Section 3(e) shall be deemed to have occurred immediately prior to the relevant Drawdown Date. “Invested Percentage” means, with respect to an Investor, the quotient determined by dividing (i) the aggregate amount of contributions made by such Investor by (ii) such Investor’s Capital Commitment. Catch-Up Purchases may, in the sole discretion of the Company be priced above NAV to seek to appropriately allocate the initial organizational and offering expenses of the Company.

Subsequent Closings. The Fund may enter into Other Subscription Agreements with Other Investors after hold closings subsequent to the ClosingInitial Closing Date (each date on which a subsequent closing is held, with any closing thereunder referred to as a “Subsequent ClosingClosing Date”) and issue additional Shares (including Shares of any New Class (as defined below)) to any Member (including any Additional Member (as defined below)) on terms and conditions as determined by the Board (as defined below); provided, however, that no Member shall be required to purchase such additional Shares. The Fund may solicit subscriptions for additional Capital Commitments for a period of twelve (12) months from the Initial Closing Date (the “Offering Period”). The Offering Period may be extended by up to six (6) months by the Board as it may deem appropriate. If the Fund enters into a Subscription Agreement with one or more investors after the initial capital drawdown from investors (the “Initial Drawdown” and any Other Investor whose subscription has been accepted at the date on which the Initial Drawdown occurs, the “Initial Drawdown Date”), each such Subsequent Closing referred investor will be required to as make purchases of Shares (each, a “Subsequent Investor.” On Catch-up Purchase”) on one or more dates to be determined by the Fund that occur on or following the Subsequent Closing (each such date, a “Catch-Up Date”), each Subsequent Investor which enters into a Capital Commitment with the Fund may be required, in the Fund’s sole discretion, to purchase from the Fund a number of Shares with an . The aggregate purchase price of the Catch-up Purchases will be equal to an amount necessary to ensure that, upon payment of the aggregate purchase price, such investor will have contributed the same percentage of its Capital Commitment to the Fund as all Members whose subscriptions were accepted at previous closings. Catch-up Purchases will be made at a per-share price for as determined by the Board (including any committee thereof), which price will be determined prior to the issuance of such Shares by the Subsequent Investor on such Catch-Up Date(s), such Subsequent Investor’s Invested Percentage (as defined below) shall be equal to the Invested Percentage of all prior Investors which have entered into Capital Commitments with the Fund (other than any Defaulting Investors (as defined below) or Excluded Investors (as defined below)) (such amount, the “Catch-Up Purchase Price” and such purchase, the “Catch-Up Purchase”). Upon payment of all or a portion of the Catch-Up Purchase Price by such an Investor on a Catch-Up Date, the Fund shall issue to each such Subsequent Investor a number of Shares equal to the portion of the Catch-Up Purchase Price paid divided by the then-current transaction price per Share as of such Catch-Up Date, determined in accordance with the provisions limitations under Section 23 of Section 3(c)the 1940 Act. Unless In order to more fairly allocate organizational and other expenses among all of our Members, investors subscribing after the Fund determines otherwise, in its sole discretion, Investors that make a Capital Commitment prior to any Subsequent Closing Initial Drawdown will not be required to fund pay a price per share above net asset value reflecting a variety of factors, including, without limitation, the total amount of our organizational and other expenses amortized and/or incurred between the date of the Initial Drawdown Purchases on a Drawdown Date until all Subsequent Investors have made their entire Catch-Up Purchase. For the avoidance of doubt, in the event that the Catch-Up Date and a Drawdown Date occur on the same calendar day, such Catch-Up Date and the application relevant subsequent capital drawdown. In addition to all legal remedies available to the Fund, failure by a Member to purchase additional Shares when capital is called in respect of the a Member’s Capital Commitment will (following a cure period of five (5) business days) result in that Member being subject to certain default provisions set forth in Section 7.2(e) of this Section 3(e) shall be deemed Agreement. Defaulting Members may also forfeit their right to have occurred immediately prior to the relevant Drawdown Date. “Invested Percentage” means, with respect to an Investor, the quotient determined by dividing (i) the aggregate amount of contributions made by such Investor by (ii) such Investor’s Capital Commitmentparticipate in purchasing additional Shares on any future drawdown date or otherwise participate in any future investments in Shares.

Subsequent Closings. The Fund It is anticipated that new investors reasonably approved by the initial Buyer hereunder (the "New Buyers") may enter into Other Subscription Agreements not be purchasing Offered Shares at the initial Closing, but may acquire Offered Shares in an aggregate amount (taken together with Other Investors the Offered Shares acquired by the initial Buyer) not to exceed Fourteen Million (14,000,000) shares of Common Stock at additional closings to occur on or before the thirtieth (30th) day following the date hereof (each a "Subsequent Closing," and together with the Initial Closing, the "Closings"; with the date of any Initial Closing or Subsequent Closing, as applicable, being referred to herein as a "Closing Date"), provided however, that Van Wagoner Private Opport▇▇▇▇▇▇▇ ▇▇▇d L.P. shall have the right to acquire up to 2,000,000 Offered Shares at the first Subsequent Closing of at least 1,000,000 Offered Shares to New Buyers, or if no such Subsequent Closing occurs, on the thirtieth (30th) day after the Initial Closing. Any such Offered Shares Van Wagoner Private Opport▇▇▇▇▇▇▇ ▇▇▇d L.P. elects not to purchase at the first Subsequent Closing shall thereafter be available for sale as otherwise provided in this Section 1.b.ii. Any sales of Offered Shares and Warrants at Subsequent Closings shall be made on the terms and conditions set forth in this Agreement and shall be considered to have been issued pursuant hereto. The Schedule of Buyers shall be amended at each Subsequent Closing, with without the need to obtain the consent of any closing thereunder referred party hereto, to as a “reflect the name and address of each New Purchaser participating in such Subsequent Closing” and any Other Investor whose subscription has been accepted , the number of Offered Shares issued at such Subsequent Closings and the other information required by the Schedule of Buyers. Each New Purchaser who participates in a Subsequent Closing referred shall execute and deliver to as the Company a “Subsequent Investor.” On one counterpart signature page or more dates joinder to this Agreement pursuant to which each such New Purchaser agrees to be determined bound by the Fund that occur on or following terms and provisions hereof. The Company shall deliver to each such New Purchaser at each Subsequent Closing a Compliance Certificate executed by an executive officer of the Company, dated the Subsequent Closing Date, and certifying (each such datei) that the representations and warranties made by the Company in Section 3 of this Agreement were true and correct when made, a “Catch-Up Date”), each Subsequent Investor which enters into a Capital Commitment with the Fund may be required, and are true and correct in the Fund’s sole discretion, to purchase from the Fund a number of Shares with an aggregate purchase price necessary to ensure that, upon payment all material respects as of the aggregate purchase price for such Shares Subsequent Closing Date and (ii) that all covenants, agreements, and conditions contained in this Agreement to be performed by the Subsequent Investor Company on such Catch-Up Date(s), such Subsequent Investor’s Invested Percentage (as defined below) shall be equal to the Invested Percentage of all prior Investors which have entered into Capital Commitments with the Fund (other than any Defaulting Investors (as defined below) or Excluded Investors (as defined below)) (such amount, the “Catch-Up Purchase Price” and such purchase, the “Catch-Up Purchase”). Upon payment of all or a portion of the Catch-Up Purchase Price by such an Investor on a Catch-Up Date, the Fund shall issue to each such Subsequent Investor a number of Shares equal to the portion of the Catch-Up Purchase Price paid divided by the then-current transaction price per Share as of such Catch-Up Date, determined in accordance with the provisions of Section 3(c). Unless the Fund determines otherwise, in its sole discretion, Investors that make a Capital Commitment prior to any Subsequent Closing will not be required to fund Drawdown Purchases on a Drawdown Date until all Subsequent Investors have made their entire Catch-Up Purchase. For the avoidance of doubt, in the event that the Catch-Up Date and a Drawdown Date occur on the same calendar day, such Catch-Up Date and the application of the provisions of this Section 3(e) shall be deemed to have occurred immediately prior to the relevant Drawdown Date. “Invested Percentage” means, Subsequent Closing have been fully performed or complied with respect to an Investor, the quotient determined by dividing (i) the aggregate amount of contributions made by such Investor by (ii) such Investor’s Capital Commitmentin all material respects.

Subsequent Closings. The Fund Company may enter into Other Subscription Agreements with Other Investors after hold one or more closings subsequent to the ClosingInitial Closing (each date on which a subsequent closing is held, with any closing thereunder referred to as a “Subsequent Closing” and Closing Date”) to admit one or more additional Members or to allow any Other Investor whose subscription has been accepted at existing Member to increase its Commitment (each such Member, a “Subsequent Closing Member”). Upon or following the acceptance of a Subsequent Closing Member’s Commitment on any Subsequent Closing Date, such Subsequent Closing referred Member may be required to as make a “Subsequent Investor.” On one or more dates Catch-up Purchase, on no less than seven Business Days (measured from the date the Company sends the applicable notice, rather than the date such notice is received), at the Adjusted Purchase Price. Such Units may be required to be determined by the Fund that occur purchased on any date on or following the applicable Subsequent Closing (each such date, a “Date and on or prior to the next Catch-Up up Date”), each Subsequent Investor . Catch-up Dates can occur at any point in a month but generally will not occur in a month for which enters into there is also a Drawdown Date. Any Member increasing its Capital Commitment with the Fund may be required, in the Fund’s sole discretion, to purchase from the Fund a number of Shares with an aggregate purchase price necessary to ensure that, upon payment of the aggregate purchase price for such Shares by the on any Subsequent Investor on such Catch-Up Date(s), such Subsequent Investor’s Invested Percentage (as defined below) Closing Date shall be equal treated as if it were making a new Commitment to the Invested Percentage of all prior Investors which have entered into Capital Commitments with the Fund (other than any Defaulting Investors (as defined below) or Excluded Investors (as defined below)) (such amount, the “Catch-Up Purchase Price” and such purchase, the “Catch-Up Purchase”)Company. Upon payment of all or a portion of the Adjusted Purchase Price on each Catch-Up Purchase Price by such an Investor on a Catch-Up up Date, the Fund shall issue number of Units issuable to each a Subsequent Closing Member will equal: (x) the Adjusted Purchase Price for such Subsequent Investor a number of Shares equal to Closing Member, minus the portion of the Catch-Up Purchase Price paid Organizational Expense allocation, divided by (y) the then-current transaction price NAV per Share as of such Unit. A Catch-Up Date, determined in accordance with the provisions of Section 3(c). Unless the Fund determines otherwise, in its sole discretion, Investors that make a Capital Commitment prior to any Subsequent Closing will not be required to fund Drawdown Purchases on a Drawdown Date until all Subsequent Investors have made their entire Catch-Up Purchase. For the avoidance of doubt, in the event that the Catch-Up up Date and a Drawdown Date generally will not occur on in the same calendar daymonth. In connection with each Drawdown Date following any Subsequent Closing Date, such Catch-Up Date and the application of the provisions of this Section 3(e) all Members, including Subsequent Closing Members, shall be deemed to have occurred immediately prior purchase Units in accordance with 6.1, subject in all cases to the relevant Drawdown Date. “Invested Percentage” meansCompany’s right to limit issuances of Units in order to comply with applicable law, with respect to an Investor, the quotient determined by dividing (i) the aggregate amount of contributions made by such Investor by (ii) such Investor’s Capital Commitmentincluding ERISA.

Subsequent Closings. The Fund may enter into Other Subscription Agreements with Other Investors after Company expects to hold closings subsequent to the ClosingInitial Closing Date (each date on which a subsequent closing is held, with any closing thereunder referred to as a “Subsequent ClosingClosing Date”) and issue additional Shares (including Shares of any New Class (as defined below)) to any Member (including any Additional Member (as defined below)) on terms and conditions as determined by the Board (as defined below); provided, however, that no Member shall be required to purchase such additional Shares. Members will be required to fund drawdowns to purchase additional Shares of the Company up to the amount of their respective Capital Commitments each time the Company delivers a drawdown notice, which will be at least ten (10) Business Days prior to funding (“Drawdown Notice”). Absent an earlier Liquidity Event (as defined herein), the Company intends to solicit subscriptions for additional Capital Commitments for a period of five years from October 31, 2023 (the date that the Company first issued a Drawdown Notice, the “Initial Investment Period”), after which the Company expects to conduct a Liquidity Event, as defined below. The Initial Investment Period may be extended by the Board as it may deem appropriate. If the Company enters into a Subscription Agreement with one or more investors after the initial capital drawdown from investors (the “Initial Drawdown” and any Other Investor whose subscription has been accepted the date on which the Initial Drawdown occurs, the “Initial Drawdown Date”), each such investor may, at such Subsequent Closing referred the discretion of the Board, be required to as make purchases of Shares (each, a “Subsequent Investor.” On Catch-Up Purchase”) on one or more dates to be determined by the Fund that occur on or following Company. The aggregate purchase price of the Subsequent Closing (each such date, a “Catch-Up Date”), each Subsequent Investor which enters into a Capital Commitment with the Fund may Purchases will be required, in the Fund’s sole discretion, equal to purchase from the Fund a number of Shares with an aggregate purchase price amount necessary to ensure that, upon payment of the aggregate purchase price for price, such Shares by investor will have contributed the Subsequent Investor on such same percentage of its Capital Commitment to the Company as all Members whose subscriptions were accepted at previous closings. Catch-Up Date(sPurchases will be made at a per-share price as determined by our Board (including any committee thereof), such Subsequent Investor’s Invested Percentage (as defined below) shall which price will be equal determined prior to the Invested Percentage of all prior Investors which have entered into Capital Commitments with the Fund (other than any Defaulting Investors (as defined below) or Excluded Investors (as defined below)) (such amount, the “Catch-Up Purchase Price” and such purchase, the “Catch-Up Purchase”). Upon payment of all or a portion of the Catch-Up Purchase Price by such an Investor on a Catch-Up Date, the Fund shall issue to each such Subsequent Investor a number of Shares equal to the portion of the Catch-Up Purchase Price paid divided by the then-current transaction price per Share as issuance of such Catch-Up Date, determined Shares and in accordance with the provisions limitations under Section 23 of Section 3(c)the Investment Company Act. Unless In order to more ​ ​ fairly allocate organizational and other expenses among all of our Members, investors subscribing after the Fund determines otherwise, in its sole discretion, Investors that make a Capital Commitment prior to any Subsequent Closing will not Initial Drawdown may be required to fund pay a price per share above net asset value reflecting a variety of factors, including, without limitation, the total amount of our organizational and other expenses amortized and/or incurred between the date of the Initial Drawdown Purchases on a Drawdown Date until all Subsequent Investors have made their entire Catch-Up Purchase. For the avoidance of doubt, in the event that the Catch-Up Date and a Drawdown Date occur on the same calendar day, such Catch-Up Date and the application relevant subsequent capital drawdown. In addition to all legal remedies available to the Company, failure by a Member to purchase additional Shares when capital is called in respect of the a Member’s Capital Commitment will (following a cure period of seven (7) Business Days) result in that Member being subject to certain default provisions set forth in Section 7.2(e) of this Section 3(e) shall be deemed Agreement. Defaulting Members may also forfeit their right to have occurred immediately prior to the relevant Drawdown Date. “Invested Percentage” means, with respect to an Investor, the quotient determined by dividing (i) the aggregate amount of contributions made by such Investor by (ii) such Investor’s Capital Commitmentparticipate in purchasing additional Shares on any future drawdown date or otherwise participate in any future investments in Shares.

Subsequent Closings. The Fund Company may enter into Other Subscription Agreements with Other Investors after hold one or more closings subsequent to the ClosingInitial Closing (each date on which a subsequent closing is held, with any closing thereunder referred to as a “Subsequent Closing” and Closing Date”) to admit one or more additional Members or to allow any Other Investor whose subscription has been accepted at existing Member to increase its Commitment (each such Member, a “Subsequent Closing Member”). Upon or following the acceptance of a Subsequent Closing Member’s Commitment on any Subsequent Closing Date, such Subsequent Closing referred Member may be required to as make a “Subsequent Investor.” On one or more dates Catch-up Purchase, on no less than seven Business Days (measured from the date the Company sends the applicable notice, rather than the date such notice is received), at the Adjusted Purchase Price. Such Units may be required to be determined by the Fund that occur purchased on any date on or following the applicable Subsequent Closing (each such date, a “Date and on or prior to the next Catch-Up up Date”), each Subsequent Investor . Catch-up Dates can occur at any point in a month but generally will not occur in a month for which enters into there is also a Drawdown Date. Any Member increasing its Capital Commitment with the Fund may be required, in the Fund’s sole discretion, to purchase from the Fund a number of Shares with an aggregate purchase price necessary to ensure that, upon payment of the aggregate purchase price for such Shares by the on any Subsequent Investor on such Catch-Up Date(s), such Subsequent Investor’s Invested Percentage (as defined below) Closing Date shall be equal treated as if it were making a new Commitment to the Invested Percentage of all prior Investors which have entered into Capital Commitments with the Fund (other than any Defaulting Investors (as defined below) or Excluded Investors (as defined below)) (such amount, the “Catch-Up Purchase Price” and such purchase, the “Catch-Up Purchase”)Company. Upon payment of all or a portion of the Adjusted Purchase Price on each Catch-Up Purchase Price by such an Investor on a Catch-Up up Date, the Fund shall issue number of Units (including fractional Units) issuable to each a Subsequent Closing Member will equal: (x) the Adjusted Purchase Price for such Subsequent Investor a number of Shares equal to Closing Member, minus the portion of the Catch-Up Purchase Price paid Organizational Expense allocation, divided by (y) the then-current transaction price NAV per Share as of such Unit. A Catch-Up Date, determined in accordance with the provisions of Section 3(c). Unless the Fund determines otherwise, in its sole discretion, Investors that make a Capital Commitment prior to any Subsequent Closing will not be required to fund Drawdown Purchases on a Drawdown Date until all Subsequent Investors have made their entire Catch-Up Purchase. For the avoidance of doubt, in the event that the Catch-Up up Date and a Drawdown Date generally will not occur on in the same calendar daymonth. In connection with each Drawdown Date following any Subsequent Closing Date, such Catch-Up Date and the application of the provisions of this Section 3(e) all Members, including Subsequent Closing Members, shall be deemed to have occurred immediately prior purchase Units in accordance with 6.1, subject in all cases to the relevant Drawdown Date. “Invested Percentage” meansCompany’s right to limit issuances of Units in order to comply with applicable law, with respect to an Investor, the quotient determined by dividing (i) the aggregate amount of contributions made by such Investor by (ii) such Investor’s Capital Commitmentincluding ERISA.

Subsequent Closings. (a) The Fund may enter into Other Subscription Agreements with Other Investors after Parties acknowledge and agree that it is their intent that Welltower contribute each Subsequent Facility to Holdings by transfer to a PropCo or transfer of an Existing PropCo to Holdings in up to two (2) additional transactions (the Closing, with any closing thereunder consummation of each such transaction is referred to herein as a “Subsequent Closing” and any Other Investor whose subscription has been accepted at ”). The first such Subsequent Closing referred shall take place on a date not more than ninety (90) days after the Initial Closing Date (i.e., Wednesday, December 23, 2020). Thereafter, if there are remaining Subsequent Facilities, the second (and final) Subsequent Closing may take place on a date (the “Long Stop Date”) not more than one hundred thirty-five (135) days after the Initial Closing Date (i.e., Monday, February 8, 2021). The value attributable to each such Subsequent Facility shall be that set forth in the Price Allocation. Unless otherwise agreed by the Parties, any Subsequent Facility not contributed pursuant hereto by the Long Stop Date, shall not be transferable hereunder. Welltower shall use good faith efforts to keep Investor informed as to its progress in obtaining the Subsequent Consents for each Subsequent Facility. If Welltower wishes to initiate a “Subsequent Investor.” On one or more dates Closing, Welltower may give Investor no less than ten (10) Business Days’ written notice that it intends to hold a Subsequent Closing as to those Subsequent Facilities where the Subsequent Consents have been obtained, listing the Subsequent Facilities to be determined by included and specifying the Fund that occur on or following the date of such Subsequent Closing (each such date, a the “Catch-Up Subsequent Closing Date”). Following the provision of such notice of a Subsequent Closing, the following shall apply, subject to the applicable conditions set forth in Section 5.04, Section 5.05 and Section 5.06: (b) Not later than 2:00 PM Eastern on each Subsequent Closing Date, (i) the Parties will cause a PropCo to be formed for each Subsequent Facility (or each set of Subsequent Facilities that constitutes a set of Grouped Facilities), each Subsequent Investor which enters into with a Capital Commitment with the Fund may be required, limited liability company agreement in the Fund’s same form used for the other PropCo and with Holdings as the sole discretionmember of each PropCo, (ii) the Parties will cause the relevant Welltower Subsidiary(ies) to purchase from execute and deliver a contribution agreement (“Subsequent Contribution Agreement”) in substantially the Fund a number form of Shares Exhibit L for the contribution of any Subsequent Facilities in connection with such Subsequent Closing and (iii) Investor shall make an aggregate purchase price necessary additional capital contribution (an “Additional Capital Contribution”) to ensure that, upon payment Holdings equal to approximately forty two and one half percent (42.5%) of the aggregate purchase price for of the Facilities included in such Shares by Subsequent Closing, which shall be distributed to Welltower in a special distribution. (c) At the Subsequent Investor on Closing, the Parties will cause the relevant Welltower Subsidiaries to (i) satisfy the Joinder Project Advance Conditions (as such Catch-Up Date(sterm is defined in Section 2.1(e) of the Loan Agreement between Lender and the Welltower Subsidiaries), such Subsequent Investor’s Invested Percentage (ii) execute and submit a Joinder Project Advance Request to the Administrative Agent (as defined belowin the Loan Agreement between Lender and the Welltower Subsidiaries) shall be equal to the Invested Percentage of all prior Investors which have entered into Capital Commitments with the Fund (other than any Defaulting Investors requesting that Lender disburse a Joinder Project Advance (as such term is defined belowin Section 2.1(e) or Excluded Investors (as defined below)) (such amount, the “Catch-Up Purchase Price” and such purchase, the “Catch-Up Purchase”). Upon payment of all or a portion of the Catch-Up Purchase Price by such an Investor on Loan Agreement between Lender and the Welltower Subsidiaries) to be used to fund a Catch-Up Date, the Fund shall issue special distribution to each such Subsequent Investor a number of Shares equal to the portion of the Catch-Up Purchase Price paid divided by the then-current transaction price per Share as of such Catch-Up Date, determined Welltower in accordance with the provisions applicable Subsequent Contribution Agreement and (iii) consummate the Subsequent Closing. All costs and expenses of Section 3(c). Unless the Fund determines otherwise, Parties or Holdings incurred in its sole discretion, Investors that make a Capital Commitment prior to connection with any Subsequent Closing will not shall be required to fund Drawdown Purchases on a Drawdown Date until all Subsequent Investors have made their entire Catch-Up Purchase. For allocated and paid in accordance with the avoidance of doubt, Parties’ “Sharing Ratios” as defined in the event that Holdings LLC Agreement. Each Subsequent Closing shall take place on relevant Subsequent Closing Date remotely via the Catch-Up Date exchange of executed documents and a Drawdown Date occur on other deliverables by electronic transmission and/or facsimile via an escrow through the same calendar day, such Catch-Up Date and the application office of the provisions of this Section 3(e) shall be deemed to have occurred immediately prior to Escrow Agent, or at such other time or place as the relevant Drawdown Date. “Invested Percentage” means, with respect to an Investor, the quotient determined by dividing (i) the aggregate amount of contributions made by such Investor by (ii) such Investor’s Capital CommitmentParties may mutually agree in their sole and absolute discretion.