JOINT FILING AGREEMENTJoint Filing Agreement • May 20th, 2014 • HarbourVest - Origami Structured Solutions L.P.
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D to which this exhibit is attached is filed on behalf of each of them. Each of them is individually eligible to use the Schedule 13D to which this Exhibit is attached. Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
PURCHASE AND SALE AGREEMENT by and among PMF FUND, L.P. PMF TEI FUND, L.P. PMF TEI (OFFSHORE) FUND, LTD., PMF INTERNATIONAL FUND, LTD., ENDOWMENT ADVISERS, L.P., THE ENDOWMENT MASTER FUND, L.P., THE ENDOWMENT PMF MASTER FUND, L.P., and HARBOURVEST –...Purchase and Sale Agreement • May 20th, 2014 • HarbourVest - Origami Structured Solutions L.P. • Delaware
THIS PURCHASE AND SALE AGREEMENT, dated as of February 19, 2014 (“Agreement”), is by and between PMF Fund L.P. (“Domestic Fund”), PMF TEI Fund, L.P. (“TEI Fund”) and its wholly owned subsidiary, PMF TEI (Offshore) Fund, Ltd. (“TEI Blocker”), and PMF International Fund, Ltd. (“International Fund,” together with Domestic Fund and TEI Fund (through TEI Blocker), “Sellers” and each a “Seller”), The Endowment Master Fund, L.P. (“Endowment Fund”), solely with respect to Article VI, The Endowment PMF Master Fund, L.P. (“PMF Master Fund”), Endowment Advisers, L.P. (“Adviser”) and HarbourVest – Origami Structured Solutions L.P. (“Buyer”). The PMF Master Fund, the Adviser, the Endowment Fund, Sellers and Buyer are referred to collectively herein as the “Parties” and each individually as a “Party.”
SECURITY AND PLEDGE AGREEMENT Dated as of May 13, 2014Security and Pledge Agreement • May 20th, 2014 • HarbourVest - Origami Structured Solutions L.P. • New York
In consideration of loans, advances and all other credit transactions and financial accommodations given or to be given or to be continued from time to time to HV HORNETS PE L.P., a Delaware limited partnership (the “Borrower”) by DEUTSCHE BANK TRUST COMPANY AMERICAS (“Lender”) pursuant to that certain Term Loan and Revolving Line of Credit Agreement, dated as of the date hereof, between Borrower and Lender, with respect to a term loan in the maximum principal amount of $72,648,304 and a revolving line of credit in the maximum principal amount of $15,000,000 (as amended, restated or otherwise modified from time to time, the “Credit Agreement”; terms used and not otherwise defined herein having the respective meanings set forth in the Credit Agreement), Borrower hereby agrees with Lender as follows:
AGREEMENTAgreement • May 20th, 2014 • HarbourVest - Origami Structured Solutions L.P.
THIS AGREEMENT (“Agreement”) is entered into on February 19, 2014, by and among Endowment Advisers, L.P. (the “Adviser”), a Delaware limited partnership registered as an investment adviser under the Investment Advisers Act of 1940, as amended, and HV Hornets PE L.P., HV Hornets HF L.P. (together, “HarbourVest”) and Gordian Knot SPV LP (“Origami”).
VOTING AGREEMENTVoting Agreement • May 20th, 2014 • HarbourVest - Origami Structured Solutions L.P. • Delaware
This VOTING AGREEMENT (the “Agreement”), dated as of May 12, 2014, by and among HarbourVest—Origami Structured Solutions L.P., a Delaware limited partnership (the “Partnership”), HarbourVest GP LLC (the “General Partner”) and HV Hornets PE L.P., HV Hornets HF L.P. and Gordian Knot SPV LP (collectively, the “Voting Partners”).
HV HORNETS PE L.P. as Borrower TERM LOAN AND REVOLVING LINE OF CREDIT AGREEMENT DEUTSCHE BANK TRUST COMPANY AMERICAS as Lender DATE OF AGREEMENT: As of May 13, 2014Credit Agreement • May 20th, 2014 • HarbourVest - Origami Structured Solutions L.P. • New York
THIS TERM LOAN AND REVOLVING LINE OF CREDIT AGREEMENT, dated as of May 13, 2014, by and between HV HORNETS PE L.P., a Delaware limited partnership (the “Borrower”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, and its successors and assigns (the “Lender”).
