Extract to table

The undersigned, being all of the members of the Company holding one hundred percent (100%) of the outstanding membership interests in the Company, hereby consent to the adoption of the following recitals and resolutions, which shall have the same force and effect as if adopted at a duly convened special meeting of the Members at which all Members were present and voting

The Management Company profit share (being approximately Seventeen Million One Hundred Fifty Thousand Dollars ($17,150,000) per year, representing thirty-five percent (35%) of the Fund's annual management fee revenue of approximately Forty-Nine Million Dollars ($49,000,000), after deduction of operating expenses of the Management Company) shall be allocated through HoldCo in the same percentages set forth above

RESOLVED, that the current individual membership interests held by Marcus Aldridge (35%), Priya Narayanan (30%), David Kellner (15%), Joanna Trask (12%), and Robert Hsiao (8%) shall be cancelled and extinguished, and in replacement thereof, a single one hundred percent (100%) membership interest in the Company shall be issued to and held by GP Intermediate, effective upon the completion of the Restructuring

RESOLVED, that the assumption of the Departing Principals' unfunded general partner commitment obligations, totaling Three Million Four Hundred Two Thousand Dollars ($3,402,000) in the aggregate (consisting of One Million Eight Hundred Ninety Thousand Dollars ($1,890,000) attributable to Kellner and One Million Five Hundred Twelve Thousand Dollars ($1,512,000) attributable to Trask), by the remaining principals of HoldCo on a pro rata basis in accordance with their respective HoldCo membership interests, is hereby approved as follows: The foregoing assumptions of unfunded commitment obligations shall be effectuated through the applicable capital contribution mechanics set forth in the HoldCo Agreement and the Company Agreement, and shall be reflected in the Second Amended and Restated LLC Agreement of the Company

Resolution 8 — General Authorization RESOLVED, that any officer, member, or other authorized person of the Company is hereby authorized and directed, in the name and on behalf of the Company, to take such further actions and to execute and deliver such further documents, instruments, certificates, and agreements as may be necessary, desirable, or appropriate to carry out the intent and purposes of the foregoing resolutions, with such changes, modifications, additions, or amendments as such officer or authorized person may approve, such approval to be conclusively evidenced by the execution thereof, and no third party shall be required to look beyond the certification of any such officer or authorized person as to the authority to act on behalf of the Company

MARCUS ALDRIDGE By: ________ Name: Marcus Aldridge Title: Co-Founder & Managing Partner Membership Interest: 35% Date: February 28, 2024 PRIYA NARAYANAN By: ________ Name: Priya Narayanan Title: Co-Founder & Managing Partner Membership Interest: 30% Date: February 28, 2024 DAVID KELLNER By: ________ Name: David Kellner Title: Senior Partner Membership Interest: 15% Date: February 28, 2024 JOANNA TRASK By: ________ Name: Joanna Trask Title: Partner Membership Interest: 12% Date: February 28, 2024 ROBERT HSIAO By: ________ Name: Robert Hsiao Title: Partner Membership Interest: 8% Date: February 28, 2024 Total Membership Interests Represented: 100% This Written Consent may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument