Contract analysis

Section 1.01 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Indenture. "Account Bank" means Havenwood Bank, N.A., in its capacity as account bank under the Indenture and the Account Control Agreement. "Affiliate" means, with respect to any Person, any other Pers

Section 1.02 — Rules of Construction (a) Unless the context otherwise requires, terms defined in the Indenture that are used but not defined in this Agreement shall have the respective meanings assigned to them in the Indenture. (b) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding ma

ARTICLE II — PURCHASE AND SALE OF NOTES

Section 2.01 — Agreement to Purchase (a) Subject to the terms and conditions set forth herein, Meridian Atlantic hereby agrees, severally and not jointly, to purchase from the Issuers on the Closing Date, and the Issuers hereby agree to issue and sell to Meridian Atlantic on the Closing Date, the Rated Notes in the aggregate principal amount of $364,000,000 at the purchase prices set forth in Schedule I hereto. The o

Section 2.02 — Purchase Price and Spreads The Notes shall be issued in the following classes, aggregate principal amounts (or, in the case of the Subordinated Notes, aggregate liquidation amount), with the following interest rates, ratings, purchase prices, and identifying numbers: The following additional terms shall apply to the Notes: (a) Day Count Convention. Interest on each class of Rated Notes shall be compute

Section 2.03 — Closing (a) The closing of the purchase and sale of the Notes (the "Closing") shall take place at 10:00 a.m. (New York City time) on September 12, 2023 (the "Closing Date") at the offices of Calderwood & Harkness LLP, 450 Park Avenue, New York, NY 10022, or at such other location or remotely by electronic exchange of signature pages and documents as may be agreed upon by the Issuers and the Lead Placem

Section 2.04 — Placement Fees (a) In consideration of the services rendered by Meridian Atlantic in connection with the placement of the Rated Notes, the Issuers shall pay to Meridian Atlantic a placement fee equal to 0.50% of the aggregate principal amount of the Rated Notes, which equals $1,820,000 (calculated as 0.005 × $364,000,000). Such fee shall be payable on the Closing Date from the proceeds of the offering

Section 2.05 — Offering Restrictions (a) The Notes have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, pledged, or otherwise transferred except in compliance with the Securities Act and applicable state securities laws. (b) Each Placement Agent agrees, severally and not jointly, that it ha

ARTICLE III — REPRESENTATIONS AND WARRANTIES OF THE ISSUERS Each of the Issuers, jointly and severally, hereby represents and warrants to each Placement Agent as of the date hereof and as of the Closing Date (except where a representation or warranty expressly speaks as of a specific date, in which case such representation or warranty is made only as of such specific date), as follows:

Section 3.01 — Organization and Good Standing (a) The Issuer is an exempted company with limited liability duly incorporated, validly existing, and in good standing under the laws of the Cayman Islands. The Issuer is registered with the Cayman Islands Registrar of Companies under Registration No. EX-382916 and has its registered office at PO Box 4927, Windward House, 3rd Floor, George Town, Grand Cayman KY1-1306, Cay

Section 3.02 — Due Authorization (a) Each Issuer has full power and authority to execute, deliver, and perform its obligations under this Agreement, the Indenture, and each of the other Transaction Documents to which it is a party, and to consummate the transactions contemplated hereby and thereby, including, without limitation, the issuance and sale of the Notes. (b) The execution, delivery, and performance by the I

Section 3.03 — Execution and Delivery; Enforceability This Agreement has been duly executed and delivered by each Issuer and constitutes a valid and binding obligation of each Issuer, enforceable against each Issuer in accordance with its terms, subject to (a) the effect of bankruptcy, insolvency, reorganization, receivership, moratorium, liquidation, fraudulent conveyance, and other similar laws affecting creditors'

Section 3.04 — No Conflict The execution, delivery, and performance by each Issuer of this Agreement and each of the other Transaction Documents to which it is a party, the issuance and sale of the Notes, and the consummation of the transactions contemplated hereby and thereby will not: (i) violate, conflict with, or result in a breach of any provision of the Memorandum and Articles of Association of the Issuer or th

Section 3.05 — No Registration Required Assuming the accuracy of the representations and warranties of the Placement Agents set forth in Article IV hereof, the offer and sale of the Notes as contemplated by this Agreement are exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof and Rule 144A and Regulation S thereunder. It is not necessary, in connection with the offer,

Section 3.06 — Investment Company Act The Issuer is not, and after giving effect to the offering and sale of the Notes as described in this Agreement and the Offering Memorandum and the application of the proceeds therefrom as described therein, will not be required to register as an "investment company" under the Investment Company Act, in reliance on the exemption provided by Rule 3a-7 promulgated thereunder. The I

Section 3.07 — Offering Memorandum (a) The Final Offering Memorandum dated August 18, 2023, as of its date and as of the Closing Date, does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that no representation or warranty

Section 3.08 — Collateral Manager (a) Driftwood Credit Management LLC is a limited liability company duly organized and validly existing under the laws of the State of Delaware and is duly registered as an investment adviser under the Investment Advisers Act of 1940, as amended, with the U.S. Securities and Exchange Commission (SEC CRD #182447). (b) The Collateral Manager has all necessary governmental authorizations

Section 3.09 — Ratings The Issuers have received written confirmations from Brindoval Analytical Services Inc. and Ridgeline Credit Ratings LLC, each dated September 8, 2023, confirming the assignment of the ratings set forth in Section 2.02 to the respective classes of Rated Notes. As of the date hereof, neither Rating Agency has indicated any intention to withdraw, downgrade, suspend, or qualify any such rating, or

Section 3.10 — Tax Matters (a) The Issuer is not and will not be treated as engaged in a trade or business within the United States for purposes of U.S. federal income tax, and the Issuer will not be subject to U.S. federal income tax on a net income basis. (b) The Co-Issuer is and will be treated as a disregarded entity for U.S. federal income tax purposes, and all items of income, gain, loss, deduction, and credit

Section 3.11 — ERISA (a) Each class of Rated Notes (the Class A-1 Notes, Class A-2 Notes, Class B Notes, Class C Notes, and Class D Notes) is eligible for purchase by employee benefit plans and other entities subject to ERISA or Section 4975 of the Internal Revenue Code, in reliance on the exemption for venture capital operating companies ("VCOCs") or real estate operating companies ("REOCs") under the U.S. Departmen

Section 3.12 — No Litigation There is no litigation, arbitration, investigation, or governmental proceeding pending or, to the knowledge of either Issuer, threatened against either Issuer or the Collateral Manager (in its capacity as such) that (a) would reasonably be expected to result in a material adverse effect on the ability of either Issuer to perform its obligations under this Agreement, the Indenture, or any

Section 3.13 — Warehouse Facility (a) The outstanding principal balance under the Warehouse Facility (the $250,000,000 revolving credit facility established pursuant to the Credit Agreement dated May 22, 2023 with Havenwood Bank, N.A.) is approximately $212,500,000 as of the date hereof. (b) The Issuers have made arrangements for the full repayment and termination of the Warehouse Facility on the Closing Date from th

Section 3.14 — Compliance with Collateral Quality Tests (a) As of the date hereof, the collateral pool held by the Issuer (including the collateral acquired through the Warehouse Facility) satisfies, or is expected to satisfy by the Effective Date (which shall be no later than December 12, 2023), the eligibility criteria and Collateral Quality Tests set forth in the Indenture, including, without limitation, the follo

ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF THE PLACEMENT AGENTS Each Placement Agent, severally and not jointly, hereby represents and warrants to each Issuer as of the date hereof and as of the Closing Date, as follows:

Section 4.01 — Organization and Authority (a) Meridian Atlantic Securities LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. Meridian Atlantic is duly registered as a broker-dealer with the U.S. Securities and Exchange Commission (SEC CRD #39821) and is a member in good standing of the Financial Industry Regulatory Authority, Inc. ("FINR

Section 4.02 — Offering Restrictions (a) Each Placement Agent represents and warrants that it has offered and will offer and sell the Notes only in accordance with the offering restrictions and transfer restrictions set forth in Section 2.05 of this Agreement, the Indenture, and the Offering Memorandum. (b) Each Placement Agent confirms that it has not engaged and will not engage in any directed selling efforts (as d

Section 4.03 — Purchaser Status Each Placement Agent confirms that it is purchasing the Notes for its own account or for the account of one or more QIBs (in the case of Rule 144A Notes) or non-U.S. persons (in the case of Regulation S Notes), and not with a view to distribution in violation of the Securities Act or any applicable state securities laws. Each Placement Agent is an "accredited investor" within the meani

Section 4.04 — No Reliance Each Placement Agent acknowledges that (a) it has conducted its own independent investigation, review, and due diligence with respect to the Issuers, the Collateral Manager, the collateral, the Notes, the Transaction Documents, and the transactions contemplated thereby, (b) it has received and reviewed the Offering Memoranda and such other information as it has deemed necessary or appropria

Section 5.01 — Covenants of the Issuers Each of the Issuers, jointly and severally, hereby covenants and agrees with each Placement Agent as follows: (a) Delivery of Transaction Documents. The Issuers shall furnish to each Placement Agent, within a reasonable time after the Closing Date (and in any event within thirty (30) Business Days following the Closing Date), copies of all final executed Transaction Documents,

Section 5.02 — Covenants of the Placement Agents Each Placement Agent, severally and not jointly, hereby covenants and agrees with each Issuer as follows: (a) Selling Restrictions. Each Placement Agent shall comply with all applicable selling restrictions and offering restrictions set forth in Section 2.05 of this Agreement, the Indenture, and the Offering Memorandum, including, without limitation, all restrictions i

ARTICLE VI — CONDITIONS TO CLOSING

Section 6.01 — Conditions to the Obligations of the Placement Agents The obligation of each Placement Agent to purchase the Notes on the Closing Date is subject to the satisfaction or waiver (by the Lead Placement Agent) of each of the following conditions on or prior to the Closing Date: (a) Accuracy of Representations. All representations and warranties of the Issuers contained in Article III of this Agreement shal