a Subscription Agreement (the “Subscription Agreement”),

forms of Investor Qualification Statements relating to Accredited Investor Status, U.S. Person Status and Plan Investor Representations (the “Investor Qualification Statements”) as Exhibits A through C,

the Anti-Money Laundering and Anti-Terrorism Financing Questionnaire (the “AML Questionnaire”) as Exhibit D,

a Supplemental Investor Qualification Statement for Canadian Subscribers (the “Canadian Supplemental IQS”) as Exhibit E,

a Supplemental Investor Qualification Statement for European Economic Area (the “EEA”), United Kingdom (the “UK”) and Swiss Subscribers (the “EEA, UK and Swiss Supplemental IQS”) as Exhibit F,

Privacy Notice (the “Privacy Notice”) as Exhibit G,

a Subscriber Contact Sheet (“Contact Sheet”) as Exhibit H,

Consent to Electronic Delivery Form and Disclosure Statement (“E-Consent Form”) as Exhibit I,

links to IRS Form W-9 and the various IRS Forms W-8 as Exhibit J, and

a cost basis election form as Exhibit K.

As used herein, “EEA” means the European Economic Area, consisting of Austria, Belgium, Bulgaria, Croatia, Republic of Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain and Sweden.

Current forms can be obtained from www.irs.gov. See Exhibit J.

Investor Qualification Statements. The forms of Investor Qualification Statements relating to Accredited Investor Status, U.S. Person Status and Plan Investor Representations, attached hereto as Exhibit A, B and C, respectively, must be completed by each Subscriber, including any Subscriber that is a natural person (i.e., an individual), a natural person investing through a revocable grantor trust, an individual retirement account or a self-directed employee benefit plan, or an entity that is a corporation, partnership, limited liability company, trust, retirement system or similar entity. In the event the Subscriber consists of more than one natural person subscribing as joint tenants or tenants in common (other than a married couple subscribing as joint tenants), each should complete a separate Investor Qualification Statements. If you are a married couple subscribing as joint tenants, only one Investor Qualification Statement is required.

Canadian Supplemental IQS. In addition to completing the Investor Qualification Statements, any Canadian Subscriber also must complete the Canadian Supplemental IQS attached hereto as Exhibit E.

EEA, UK and Swiss Supplemental IQS. In addition to completing the Investor Qualification Statements, any EEA, UK or Swiss Subscriber must also complete the EEA, UK and Swiss Supplemental IQS attached hereto as Exhibit F.

Signature Pages. On each applicable signature page fill in: (i) the date that the Investment Qualification Statement (or, as applicable, the Canadian Supplemental IQS or the EEA, UK and Swiss Supplemental IQS) was signed by (or on behalf of) the Subscriber, (ii) the Subscriber’s printed name and (iii) the Subscriber’s signature (or in the case of an authorized representative signing on behalf of a Subscriber that is not an individual, such representative’s signature and title as an authorized representative). These signature pages do not need to be notarized or witnessed.

U.S. Persons: Each Subscriber that is a “U.S. person” (as well as each beneficial owner of any amounts expected to be paid or allocated for U.S. federal income tax purposes to a Foreign Flow-Through Subscriber (a “Beneficial Owner”) if such Beneficial Owner is a U.S. person) must complete a Form W-9. For purposes of this paragraph 4, “Foreign Flow-Through Subscriber” means any Subscriber organized as a flow-through entity³ that is not a “U.S. person.” These forms are necessary for the Company to comply with its tax filing obligations and to establish that the Subscriber or Beneficial Owner, as the case may be, is not subject to certain withholding tax obligations applicable to “non-U.S. persons.” A link to Form W-9 and its instructions, which can be obtained on the IRS website (www.irs.gov), is included in Exhibit J hereto. The completed form, if applicable, should be returned with the Subscriber’s Subscription Agreement. The completed forms should be returned with the Subscriber’s Subscription Agreement. Do not send them to the IRS.

Non-U.S. Persons: Subscribers and Beneficial Owners (as defined above) that are not “U.S. persons” are required to provide information about their status for withholding tax purposes on Form W-8BEN (for individual non-U.S. Beneficial Owners), Form W-8BEN-E (for certain non-U.S. Beneficial Owners that are entities), Form W-8IMY (for non-U.S. intermediaries, flow-through entities, and certain U.S. branches), Form W-8EXP (for non-U.S. governments, non-U.S. central banks of issue, non-U.S. tax-exempt organizations, non-U.S. private foundations, and governments of certain U.S. possessions), or Form W-8ECI (for non-“U.S. persons” receiving income that is effectively connected with the conduct of a trade or business in the United States), as more specifically described in the instructions accompanying those forms. A non-U.S. taxpayer required to provide Form W-8IMY may also be required to remit a withholding statement and withholding certificates (e.g., Forms W-8 and W-9) for the Beneficial Owners on whose behalf it is directly or indirectly acting. Any Subscriber or Beneficial Owner that is not a “U.S. person” must also provide a U.S. taxpayer identification number on the applicable Form W-8. Additionally, any Subscriber or Beneficial Owner that is not a “U.S. person” must provide on the applicable Form W-8 the taxpayer identification number, if any, issued to it by the jurisdiction in which such Subscriber or Beneficial Owner is a tax resident. Links to the various Forms W-8 and their instructions, which can be obtained on the IRS website (www.irs.gov), are included in Exhibit J hereto. The completed form(s), if applicable, should be returned with the Subscriber’s Subscription Agreement. Do not send them to the IRS.

Privacy Notice. The Privacy Notice, which is provided to the Subscriber as a result of the privacy notice and disclosure regulations promulgated under applicable U.S. federal law, explains the manner in which the Company collects, utilizes and maintains nonpublic personal information about each Subscriber.

A “flow-through entity” means a partnership, a limited liability company treated as a partnership for U.S. federal income tax purposes, a grantor trust (within the meaning of Sections 671-679 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”)) or an S corporation (within the meaning of Code §1361).

Privacy Notice Supplement for California Residents. The California Privacy Notice, which is provided to the Subscriber as a result of the California Consumer Privacy Act of 2018, as amended (the “CCPA”), supplements the Privacy Notice with respect to specific rights granted under the CCPA and explains the manner in which the Company and/or its affiliates collect and share the personal information of natural person California residents under the CCPA. This California Privacy Notice applies only to natural persons who are California residents and only to the extent the CCPA applies to the collection and sharing of personal information of such persons, as described in Section 10(t)(ii) of the Subscription Agreement.

EU-UK Privacy Notice. The EU-UK Privacy Notice, which is provided to the Subscriber as a result of the privacy notice and disclosure regulations promulgated under applicable law, explains the manner in which the Company collects, utilizes and/or transfers certain personal information about each Subscriber. The EU-UK Privacy Notice applies only to Subscribers who are natural persons, or who provide personal information on natural persons, and in each case to whom EU Data Protection Legislation (as defined in the EU-UK Privacy Notice) applies.

Authorization.

If the Subscriber is a natural person or if beneficial ownership of the Subscriber is held by an individual through a revocable grantor trust or an individual retirement account, the Subscriber or the Subscriber’s beneficial owner is at least twenty-one (21) years old and it is within the Subscriber’s right, power and capacity to complete, execute and submit this Subscription Agreement, the Tax Forms, the Investor Qualification Statement, the AML Questionnaire and all agreements contemplated hereby and thereby, to invest in the Company as contemplated by, and in accordance with, this Subscription Agreement and the Company Documents. If the Subscriber lives in a community property state in the United States, either (A) the source of the Subscriber’s subscription will be the Subscriber’s separate property and the Subscriber will hold the Shares as separate property, or (B) the Subscriber alone has the authority to bind the community property of his or her marital estate with respect to this Subscription Agreement, the Tax Forms, the Investor Qualification Statement, the AML Questionnaire and all agreements contemplated hereby and thereby.

If the Subscriber is a corporation, limited liability company, partnership, trust, retirement system or other entity, the Subscriber is duly organized, formed or incorporated, as the case may be, and the Subscriber is authorized, empowered and qualified to complete, execute and submit, as applicable, this Subscription Agreement, the Tax Forms, the Investor Qualification Statement, the AML Questionnaire and all agreements and documents

Execution; Binding Obligation. Each of this Subscription Agreement, the Investor Qualification Statement, the AML Questionnaire, the Tax Forms and all other documents or agreements executed or completed and delivered by the Subscriber in connection herewith (each, a “Subscription Document,” and collectively, the “Subscription Documents”) is a valid and binding agreement or instrument, as applicable, enforceable against the Subscriber in accordance with its terms. The Subscriber understands that, upon acceptance by the Company and except as explicitly provided for by law in certain jurisdictions outside the United States, the Subscriber is not entitled to cancel, terminate or revoke this Subscription Agreement or any of the powers conferred herein. The Subscriber represents and warrants that this Subscription Agreement (including all documents and forms incorporated by reference herein, including the power of attorney granted herein) has been executed by it in compliance with the laws of the state or jurisdiction in which this Subscription Agreement was executed and to which the Subscriber is subject. The Subscriber hereby covenants and agrees on behalf of itself and its successors and assigns, without further consideration, to prepare, execute, acknowledge, file, record, publish and deliver such other instruments, documents and statements and to take such other actions as the Company may determine to be necessary or appropriate to effectuate and carry out the purposes of any Subscription Document.

No Conflict. The execution and delivery of and/or adherence to, as applicable, the Subscription Documents by or on behalf of the Subscriber, the consummation of the transactions contemplated hereby and the performance of the Subscriber’s obligations under the Subscription Documents will not conflict with, or result in any violation of or default under, any provision of any governing instrument applicable to the Subscriber, or any agreement or other instrument to which the Subscriber is a party or by which the Subscriber or any of its properties are bound, or any U.S. or non-U.S. permit, franchise, judgment, decree, statute, order, rule or regulation applicable to the Subscriber or the Subscriber’s business or properties.

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

Offering Materials and Other Information. The Subscriber has a pre-existing and substantive personal or business relationship with the Adviser and/or any of its principals, agents or Affiliates. The Subscriber has received and read a copy of the Memorandum, this Subscription Agreement and a copy of all other Company Documents provided to the Subscriber before the Company’s initial acceptance of any of the Subscriber’s subscription amount (collectively, the “Offering Materials”), and the Subscriber has relied on nothing other than the Offering Materials in deciding whether to make an investment in the Company. In addition, the Subscriber acknowledges that the Subscriber has been given the opportunity to (i) ask questions and receive satisfactory answers concerning the terms and conditions of the offering, (ii) perform its own independent investigations and (iii) obtain additional information in order to evaluate the merits and risks of an investment in the Company and to verify the accuracy of the information contained in the Offering Materials. No statement, printed material or other information that is contrary to the information contained in the Offering Materials has been given or made by or on behalf of the Adviser and/or the Company to the Subscriber. The Subscriber has consulted to the extent deemed appropriate by the Subscriber with

Final Form. The Subscriber understands that its investment in the Company will be subject to the terms and conditions of this Subscription Agreement and the other Company Documents in such final forms as shall be executed by the parties thereto and as the same may be amended from time to time in accordance with their respective terms. The Subscriber further understands and acknowledges that certain of the terms and conditions of the Company and the Shares set forth in any summary of principal terms and conditions, summaries of certain terms provided by the Company or the Adviser and/or earlier drafts of the Company Documents may have been modified (and such documents may not be updated to reflect such modifications) and, as modified, will be reflected in the final form of the Company Documents.

Securities Laws. The Subscriber first received the Company Documents and learned of the Company in the jurisdiction listed as the address of the Subscriber set forth on the Subscriber’s signature page hereto. If such jurisdiction is a state within the United States, the Subscriber intends that the state securities laws of such state alone shall govern this transaction. If the Subscriber is not a resident of the United States, the Subscriber represents that to the best of its knowledge, no filing or registration with or approval by the relevant governmental authorities or self-regulatory organizations in such jurisdiction is required in connection with the offer and sale of Shares to the Subscriber. The Subscriber is, with respect to the Company, one person within the meaning of Rule 12g5-1 under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), unless the Subscriber shall have otherwise indicated in writing and submitted such to the Company along with this Subscription Agreement. The Subscriber’s form of holding Shares (and any other interest in the Company) is not used primarily to circumvent the provisions of Section 12(g) or Section 15(d) of the Exchange Act.

No Registration of Shares. The Subscriber understands that the Shares have not been, and will not be, registered under the Securities Act, or any state or non-U.S. securities laws, and are being offered and sold in reliance upon U.S. federal, state and applicable non-U.S. exemptions from registration requirements for transactions not involving a public offering. The Subscriber recognizes that reliance upon such exemptions is based in part upon the representations of the Subscriber contained in the Subscription Documents. The Subscriber represents and warrants that the Shares will be acquired by the Subscriber solely for the account of the Subscriber, for investment purposes only and not with a view to the distribution thereof. The Subscriber represents and warrants that the Subscriber is (i) a sophisticated investor with the knowledge and experience in business and financial matters to enable the Subscriber to evaluate the merits and risks of an investment in the Company, (ii) able to bear the economic risk and lack of liquidity of an investment in the Company and (iii) able to bear the risk of loss of its entire investment in the Company. The Subscriber’s subscription, together with the Subscriber’s other investments that are not readily marketable, is not disproportionate to the Subscriber’s net worth.

Purchaser Representative. If the Subscriber has utilized a purchaser representative, the Subscriber has previously given the Company notice in writing of such fact, specifying that such representative would be acting as the Subscriber’s “purchaser representative” as defined in Rule 501(i) of Regulation D under the Securities Act.

Accredited Investor and U.S. Person Status. If the Subscriber is a “U.S. Person” (as that term is defined in Rule 902 promulgated under the Securities Act), one or more of the categories set forth in Exhibit A hereto correctly and in all respects describes the Subscriber, and, as to accredited investor status, the Subscriber or its authorized representative has so indicated by checking the box adjacent to a category on Exhibit A. If the Subscriber is not a “U.S. Person” under the Securities Act, the Subscriber represents, warrants and covenants that (A) the Subscriber is not subscribing for Shares for the account or benefit of any person that is a “U.S. Person” under the Securities Act, (B) the offer and sale of Shares to the Subscriber constitute an “Offshore Transaction,” as that term is defined in Rule 902 and/or has been made in conformity with Regulation D under the Securities Act and (C) the Subscriber will resell the Shares, in whole or in part, only (1) in accordance with the provisions of applicable non-U.S. securities laws and regulations, applicable state securities laws and regulations and the Company Documents and (2) in accordance with the provisions of Regulation S (Rules 901 through 905) promulgated under the Securities Act and the “Preliminary Notes” (as that term is defined in Regulation S), pursuant to a registration under the Securities Act or pursuant to another available exemption from registration under the Securities Act.

Rule 506(d) of Regulation D. The Subscriber¹ has not been subject to any event specified in Rule 506(d)(1) of the Securities Act or any proceeding or event that could result in any such disqualifying event (“Disqualifying Event”) that would either require disclosure under the provisions of Rule 506(e) of the Securities Act or result in disqualification under Rule 506(d)(1) of the Company’s use of the Rule 506 exemption. The Subscriber will immediately notify the Company in writing if the Subscriber becomes subject to a Disqualifying Event at any date after the date hereof. In the event that the Subscriber becomes subject to a Disqualifying Event at any date after the date hereof the Subscriber agrees and covenants to use its best efforts to coordinate with the Company to (i) provide documentation as reasonably requested by the Company related to any such Disqualifying Event and (ii) implement a remedy to address the Subscriber’s changed circumstances such that the changed circumstances will not affect in any way the Company’s ongoing and/or future reliance on the Rule 506 exemption under the Securities Act. The Subscriber acknowledges that, at the discretion of the Company, such remedies may include the waiver of all or a portion of the Subscriber’s voting power in the Company and/or the Subscriber’s withdrawal from the Company through the transfer or sale of its Shares. The Subscriber also acknowledges that the Company may periodically request assurance that the Subscriber has not become subject to a Disqualifying Event at any date after the date hereof, and the Subscriber further acknowledges and agrees that the Company shall understand and deem the failure by the Subscriber to respond in writing to such requests to be an affirmation and restatement of the representations, warranties and covenants in this Section 10(k).

Acknowledgement of Risks; Restrictions on Transfer. The Subscriber recognizes that: (i) an investment in the Company involves certain risks, (ii) the Shares will be subject to certain restrictions on transferability as described in this Subscription Agreement and the Company Documents, and (iii) as a result of the foregoing, the marketability of the Shares will be severely limited. The Subscriber agrees that it will not transfer, sell, assign, convey, pledge, encumber, mortgage, divide, hypothecate or otherwise dispose of all or any portion of the Shares directly, indirectly or synthetically in any manner that would violate this Subscription Agreement or the Company Documents, the Securities Act or any U.S. federal or state or non-U.S. securities laws.

For the purposes of Section 10(k), references to the “Subscriber” shall include any Person whose interest in, or relationship to, the Subscriber is deemed to make such Person a beneficial owner of the Company’s voting securities under Exchange Act Rule 13d-3 and within the meaning of Rule 506(d). Under Rule 13d-3, a Person is a beneficial owner of a security if, for among other reasons, such Person directly or indirectly has or shares (a) the power to vote or to direct the voting of such security and/or (b) the power to dispose of or direct the disposition of such security.

Additional Investment Risks. The Subscriber is aware that: (i) the Company has a limited financial and operating history, (ii) investment returns, if any, set forth in the Memorandum or in any supplemental letters or materials thereto, particularly with respect to certain other Adams Street funds, which have different investment focuses and strategies than the Company, are not necessarily comparable to or indicative of the returns, if any, that may be achieved on investments made by, or in, the Company, (iii) the Adviser will receive substantial compensation in connection with the management of the Company, and (iv) no U.S. federal, state or local or non-U.S. agency, governmental authority or other person has passed upon the Shares or made any finding or determination as to the fairness of this investment.

No Reliance; No Public Solicitation of Subscriber. The Subscriber has not relied on the Company, the Adviser, their affiliates, or their respective partners, members, shareholders, officers, directors or trustees (as the case may be) or employees, as applicable, or any agent or representative of any of them (including their respective legal counsel) for investment advice with respect to an investment in the Company. The Subscriber is not relying upon any representation, warranty or agreement by the Company, the Adviser, their affiliates, or their respective partners, members, shareholders, officers, directors or trustees (as the case may be) or employees, as applicable, or any agent or representative of any of them (including their respective legal counsel), written or otherwise, in determining to invest in the Company. The Subscriber confirms that it is not subscribing for any Shares as a result of any form of general solicitation or general advertising, including (i) any advertisement, article, notice or other communications published in any newspaper, magazine or similar media (including any internet site that is not password protected) or broadcast over television or radio or (ii) any seminar or meeting whose attendees were invited by any general solicitation or general advertising.

Benefit Plan Investor Status of Subscriber. The Subscriber represents and warrants that, except as disclosed by the Subscriber to the Company in the Investor Qualification Statement, the Subscriber is not (i) an “employee benefit plan” that is subject to Title I of ERISA, (ii) an individual retirement account or annuity or other “plan” that is subject to Code §4975, or (iii) a fund of funds, an insurance company separate account or an insurance company general account or another entity or account (such as a group trust), in each case whose underlying assets are deemed under the U.S. Department of Labor regulation codified at 29 C.F.R. § 2510.3-101, as modified by Section 3(42) of ERISA or 29 C.F.R. § 2550.401c-1, to include “plan assets” of any “employee benefit plan” subject to ERISA or “plan” subject to Code §4975 (each of clause (i) through (iii), a “Benefit Plan Investor”). If the Subscriber has indicated in the Investor Qualification Statement that it is not a Benefit Plan Investor, it represents, warrants and covenants that it shall not become a Benefit Plan Investor for so long as it holds any Shares. If the Subscriber is (x) a Benefit Plan Investor or (y) a governmental plan or other retirement arrangement (collectively with Benefit Plan Investors, “Plans”), the Subscriber makes the following representations, warranties and covenants:

The Plan’s decision to invest in the Company was made on an arm’s-length basis by duly authorized fiduciaries in accordance with the Plan’s governing documents, which fiduciaries (each, a “Plan Fiduciary”) (I) are independent of the Company, the Adviser, and their respective affiliates, (II) are capable of evaluating investment risks and exercising independent judgment with regard to the Plan’s prospective investment in the Company and (III) are fiduciaries under ERISA and/or the Code or any other U.S. federal, state or local or non-U.S. law substantially similar to ERISA or Code §4975 (“Similar Law”), as applicable, with respect to the decision to invest in the Company.

None of the Company, the Adviser, or any of their respective affiliates has undertaken to provide any advice, or recommendation to any Plan Fiduciary, including in a fiduciary capacity, and no such advice nor any such recommendation was relied upon by any Plan Fiduciaries in deciding to invest in the Company. Such Plan Fiduciaries have considered any fiduciary duties or other obligations arising under ERISA, Code §4975 and any other Similar Law, including any regulations, rules and procedures issued thereunder and related judicial interpretations, in determining to invest in the Company, and such Plan Fiduciaries have independently determined that an investment in the Company is consistent with such fiduciary duties and other obligations.

No discretionary authority or control was exercised by the Company, the Adviser, or any of their respective affiliates in connection with the Plan’s investment in the Company. No investment advice was provided to the Plan or the Plan Fiduciary by the Company, the Adviser, or their respective affiliates, including any advice based upon the Plan’s investment policies or strategies, overall portfolio composition or diversification with respect to its investment in the Company.

The Subscriber acknowledges and agrees that the Company does not intend to hold plan assets of the Plan and that none of the Company, the Adviser, or any of their respective affiliates will act as a fiduciary to the Plan under ERISA, the Code or any Similar Law with respect to the Subscriber’s purchase or retention of Shares in the Company or the management or operation of the Company.

Assuming the assets of the Company are not “plan assets” within the meaning of Section 3(42) of ERISA, the Subscriber’s acquisition and holding of Shares will not constitute or result in a non-exempt “prohibited transaction” under ERISA or Code §4975 or a violation of any Similar Law.

The information provided in Exhibit C of the Investor Qualification Statement is true and accurate as of the date hereof; such information will remain true and accurate for so long as the Subscriber holds Shares in the Company; and the Subscriber agrees to notify the Company immediately if it has any reason to believe that it is or may be in breach of the foregoing representation and covenant.

The investment by the Subscriber and the transactions entered into by the Company do not violate any provision of ERISA or the Code, or any other legal or regulatory requirement applicable to the Subscriber, including, without limitation, those provisions relating to “prohibited transactions” by a “party-in-interest” (as defined under ERISA) or “disqualified person” (as defined in Section 4975 of the Code).

The Subscriber will promptly provide to the Adviser such information as the Adviser may from time to time reasonably request for purposes of determining whether the assets of any Program Entity are “plan assets” and to permit the Adviser to comply with ERISA, the Code and other applicable laws, and undertakes to advise the Adviser promptly of any change in circumstances which causes any of such information to be inaccurate or incomplete.

FOIA Subscribers. If the Subscriber is subject to the Freedom of Information Act, as amended (a “FOIA Subscriber”), the Subscriber has so indicated by checking the appropriate box on the signature page hereto. The Subscriber agrees that it shall promptly notify the Company if it becomes a FOIA Subscriber at any time subsequent to the date hereof. “FOIA Subscriber” shall mean any Subscriber that is: (i) an entity that is directly or indirectly subject to either Section 552(a) of Title 5, United States Code (commonly known as the “Freedom of Information Act”) or any similar U.S. or non-U.S. federal, state, county or municipal public disclosure law; (ii) an entity that is subject, by regulation, contract or otherwise, to disclose Company information to a U.S. or non-U.S. trading exchange or other market where interests in such entity are sold or traded; (iii) a pension fund or retirement system for a U.S. or non-U.S. government entity; (iv) an entity who, by virtue of such person’s (or any of its affiliate’s) current or proposed involvement in government office, is required to or will likely be required to disclose Company information to a U.S. or non-U.S. governmental body, agency or committee (including any disclosures required in accordance with the Ethics in Government Act of 1978, as amended, and/or any rules and regulations of any executive, legislative or judiciary organization); (v) an agent, nominee, fiduciary, custodian or trustee for any person

BHC Subscriber. If the Subscriber is BHC Subscriber (as defined below), the Subscriber has so indicated by checking the appropriate box on the signature page hereto. A “BHC Subscriber” is defined as a Subscriber that is a bank holding company, as defined in Section 2(a) of the Bank Holding Company Act of 1956, as amended (the “BHC Act”), a non-bank subsidiary (for purposes of the BHC Act) of a bank holding company, a foreign banking organization, as defined in Regulation K of the Board of Governors of the Federal Reserve System (12 C.F.R. § 211.23) or any successor regulation, or a non-bank subsidiary (for purposes of the BHC Act) of a foreign banking organization which subsidiary is engaged, directly or indirectly in business in the United States and which in any case holds Shares for its own account.

Nominees and Custodians; Trustees; Non-U.S. Entities. If the undersigned is acting as a nominee or custodian for another person, entity, organization or governmental agency in connection with the purchase and holding of the Shares, the undersigned has so indicated on the signature page hereto. The representations and warranties contained in this Subscription Documents and any other documents provided to the Company in connection with the Subscriber’s investment in the Company regarding the Subscriber are true and accurate with regard to the person, entity, organization or governmental agency for which the undersigned is acting as nominee or custodian. Without limiting the generality of the foregoing, the representations and warranties regarding the status of the Subscriber in the Exhibits hereto are true with respect to, and accurately describe, the person, entity, organization or governmental agency for which the undersigned is acting as nominee or custodian and the undersigned nominee or custodian has the full power and authority to make such representations on behalf of and execute binding agreements enforceable against such person, entity, organization or governmental agency. The person, entity, organization or governmental agency for which the undersigned is acting as nominee or custodian will not Transfer, withdraw and redeem or otherwise dispose of or distribute any part of its economic or beneficial interest in (or any other rights with respect to) the Shares without complying with applicable securities laws and all of the applicable provisions of the Company Documents as if such person, entity, organization or governmental agency were a direct shareholder of the Company and were transferring directly Shares. If the undersigned is acting as nominee or custodian for another person, entity, organization or governmental agency, the undersigned agrees to provide such other information as the Company may reasonably request regarding the undersigned and the person, entity, organization or governmental agency for which the undersigned is acting as nominee or custodian in order to determine the eligibility of the Subscriber to purchase the Shares and the identity of the person for which the undersigned is acting as a nominee or custodian. If the undersigned is a trustee of a trust, all of the representations and warranties contained in the Subscription Documents and any other documents provided to the Company or the Adviser in connection with the Subscriber’s investment in the Company are true with respect to such trust, such trustee has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Company and the representations in Section 10(a) and (c) with respect to the power and authority of, and lack of conflicts with, the governing documents of and other applicable agreements and laws binding upon the Subscriber, are made both by the Subscriber and such trustee, this Subscription Agreement has been duly executed on behalf of the Subscriber by such trustee, is binding against such trustee in such capacity and such trustee has obtained all necessary consents. If the undersigned is a non-U.S. entity without separate legal personality under the laws of the jurisdiction of its formation (such as a Cayman Islands exempted limited partnership or a limited partnership formed under the laws of Guernsey, Jersey or England and Wales), the representations and warranties regarding the Subscriber in Section 10 and any other documents provided to the Adviser or the Company in connection with the Subscriber’s investment in the Company are made

Anti-Money Laundering, Economic Sanctions, Anti-Bribery and Anti-Boycott Matters.

The Subscriber acknowledges that the Company seeks to comply with all applicable anti-money laundering, economic sanctions, anti-bribery and anti-boycott laws and regulations. In furtherance of these efforts, the Subscriber represents, warrants and agrees that: (A) none of the Subscriber, its affiliates, its beneficial owners/controllers or authorized persons (such Persons, other than the Subscriber, “Related Persons”) are or have been the target of economic or financial sanctions imposed, administered, or enforced by the U.S. federal government, including the U.S. Department of the Treasury Office of Foreign Assets Control, U.S. Department of State, the U.S. Department of Commerce, the United Nations Security Council, the European Union or the United Kingdom (collectively, “Sanctions,” and any person that is either the subject of such Sanctions or directly or indirectly 50% or more owned or controlled by one or more persons that are the subject of such Sanctions, a “Sanctioned Person”), (B) no subscription, contribution or payment to the Company by the Subscriber and no distribution to the Subscriber shall cause the Company or the Adviser to be in violation of any applicable U.S. federal or state or non-U.S. laws or regulations, including anti-money laundering, Sanctions, anti-bribery or anti-boycott laws or regulations, including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (U.S.A PATRIOT ACT) Act of 2001, the various statutes, regulations and Executive Orders administered by OFAC and the U.S. Foreign Corrupt Practices Act, (C) all capital contributions or payments to the Company by the Subscriber will be made through an account located in a jurisdiction that does not appear on the list of boycotting countries published by the U.S. Department of Treasury pursuant to Code §999(a)(3), as in effect at the time of such contribution or payment, (D) neither the Subscriber nor any Related Persons are or have engaged, or will engage, or are owned or controlled by any party that is or has engaged, or will engage, in activities that could result in being designated a Sanctioned Person or on any list of restricted parties maintained by the U.S. federal government and (E) the Subscriber otherwise will not engage in any business or other activities that could cause the Company to be in violation of applicable anti-money laundering, anti-terrorist financing, Sanctions, anti-bribery or anti-boycott laws or regulations. The Subscriber acknowledges and agrees that, notwithstanding anything to the contrary contained in the Company Documents, any side letter or any other agreement, to the extent required by or deemed advisable by the Company under any anti-money laundering, Sanctions, anti-bribery or anti-boycott law or regulation, the Company and the Adviser may freeze the Subscriber’s interest, prohibit additional capital contributions, restrict distributions or take any other reasonably necessary or advisable action with respect to the Shares, and the Subscriber shall have no claim, and shall not pursue any claim, against the Company, the Adviser or any other Person in connection therewith.

The Subscriber represents and warrants that none of the Subscriber, or to the best of its knowledge after due and reasonable inquiry, any Related Person or any person for whom the Subscriber is acting as agent or nominee in connection with this subscription is a senior political figure,² or any immediate family member³ or close associate⁴ of a senior political figure (any such person, a “Politically Exposed Person”). The Subscriber represents and warrants that to the extent the Subscriber has any beneficial owners, it has carried out thorough due diligence to establish the identities of such beneficial owners. The Subscriber reasonably believes upon due inquiry that no such beneficial owner is or has been a Sanctioned Person, and that no funds contributed to the Company or otherwise transferred or conveyed pursuant to this Subscription Agreement are derived directly or indirectly from a Sanctioned Person. The Subscriber represents, warrants and agrees that it holds the evidence of identities of all beneficial owners and will maintain all such evidence for at least five (5) years from the date of a complete withdrawal from the Company.

If the Subscriber is a non-U.S. banking institution (a “Non-U.S. Bank”) or if the Subscriber receives deposits from, makes payments on behalf of, or handles other financial transactions related to a Non-U.S. Bank, the Subscriber represents and warrants to the Company and Adviser that such Non-U.S. Bank:

has a fixed address, other than solely an electronic address, in a country in which the Non-U.S. Bank is authorized to conduct banking activities;

employs one or more individuals on a full-time basis;

maintains operating records related to its banking activities;

is subject to inspection by the banking authority that licensed the Non-U.S. Bank to conduct banking activities; and

does not provide banking services to any other Non-U.S. Bank that does not have a physical presence in any country and that is not a regulated affiliate.

Privacy Notices.

If the Subscriber is a natural person (or an entity that is an “alter ego” of a natural person (e.g., a revocable grantor trust, an individual retirement account, such as a 401(k)/IRA Investor or an estate planning vehicle)), the Subscriber acknowledges the receipt, and reading, of the notice, attached hereto, regarding privacy of financial information under Regulation S-P, 17 C.F.R. 248.1-248.30 (“Regulation S-P”), adopted by the U.S. Securities and Exchange Commission (the “SEC”) and agrees that the Shares are a financial product that the Subscriber has requested and authorized. In accordance with Section 14 of Regulation S-P, the Subscriber acknowledges and agrees that the Company may disclose non-public personal information of the Subscriber to the other investors, as well as to the Company’s accountants, attorneys and other service providers as necessary to effect, administer and enforce the Company’s and the investors’ rights and obligations.

A “senior political figure” is defined as a current or former senior official in the executive, legislative, administrative, military or judicial branches of the U.S. government (whether elected or not), a current or former senior official in the executive, legislative, administrative, military or judicial branches of a non-U.S. government (whether elected or not), a current or former senior official of a major U.S. or non-U.S. political party or a current or former senior executive of a U.S. or non-U.S. government-owned commercial enterprise or a current or former senior official in a non-U.S. international organization. For purposes of this definition, (i) a “senior official” or “senior executive” means an individual with substantial authority over policy, operations or the use of government-owned resources and (ii) a “senior political figure” includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior political figure as described above.

An “immediate family member” of a senior political figure means spouses, parents, siblings, children or a spouse’s parents and siblings.

A “close associate” of a senior political figure means a person who is widely and publicly known (or is actually known) to be a close associate of a senior political figure, or any natural person who is known to hold the ownership or control of a legal instrument or person jointly with a senior political figure, or who maintains some other kind of close business or personal relationship with a senior political figure, or who holds the ownership or control of a legal instrument or person which is known to have been established to the benefit of a senior political figure.

If the California Consumer Privacy Act of 2018, as amended, applies to the collection and sharing of personal information of the Subscriber or its partners, officers, directors, trustees, employees, shareholders, members, managers, ultimate beneficial owners, or affiliates by the Company and/or its affiliates, the Subscriber acknowledges that it has read and understood the Privacy Notice Supplement for California Resident.

EU-UK Data Protection Legislation. The Subscriber acknowledges that it has read and understood the European Union and United Kingdom Privacy Notice attached hereto as Part B to “Privacy Notices” (the “EU-UK Privacy Notice”), the contents of which shall be deemed to be incorporated herein by reference in its entirety. In particular, if personal data is provided by anyone other than a natural person (e.g., a partnership, trust, corporation or other entity), the Subscriber hereby undertakes, represents and warrants that:

all such personal data has been collected, processed and transferred in accordance with EU-UK Data Protection Legislation (as defined in the EU-UK Privacy Notice);

such personal data is and will be adequate, relevant, limited to what is necessary for the purposes described in the EU-UK Privacy Notice, and is accurate and up to date; and

the data subjects of such personal data have been made aware of the purposes for, and manner in, which such personal data will be processed (as set out in the EU-UK Privacy Notice) and, where required by EU-UK Data Protection Legislation, have consented in writing to such processing, including the transfer of personal data to Non-Equivalent Countries (as defined in the EU-UK Privacy Notice).

Confidentiality. The Subscriber acknowledges that the Memorandum, the Company Documents and other information relating to the Company (collectively, the “Confidential Information”) have been submitted to the Subscriber on a confidential basis for use solely in connection with the Subscriber’s consideration of the purchase of Shares. The Subscriber agrees that, without the prior written consent of the Company (which consent may be withheld in the sole discretion of the Company), the Subscriber shall not (a) reproduce the Confidential Information, in whole or in part, or (b) disclose the Confidential Information to any person, except to the extent (i) such information is in the public domain (other than as a result of any action or omission of the Subscriber or any person to whom the Subscriber has disclosed such information) or (ii) such information is required by applicable law or regulation to be disclosed, in which case the Subscriber shall first notify the Company of such requirement (unless such notification is prohibited by law) so that the Company may pursue a protective order or other appropriate remedy or waive compliance with the terms of this Section 10(v), and if a protective order or other appropriate remedy is not obtained, or if the Company waives compliance with the terms of this Section 10(v), then the Subscriber shall disclose only that portion of such information that the Subscriber is advised by counsel is legally required to be disclosure and shall use its commercially reasonable efforts to protect the confidentiality of such information disclosed, including by requesting that confidential treatment be accorded such information. The Subscriber further agrees to return the Memorandum, the Company Documents and any other information relating to the Company upon the Company’s request therefor. The Subscriber acknowledges and agrees that monetary damages would not be sufficient remedy for any breach of this Section 10(v) by the Subscriber and that, in addition to any other remedies available to the Company in respect of any such breach, the Company shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach.

FINRA Matters and New Issues. The Subscriber agrees to promptly provide to the Company information regarding the Subscriber’s associations and affiliates as the Company may request from time to time in connection with matters related with the rules and regulations of the Financial Industry Regulatory Authority.

Additional Representations for Non-U.S. Subscribers. If the Subscriber is (i) not a U.S. Person, (ii) an EEA Subscriber (as defined in Appendix I to this Subscription Agreement), (iii) a UK Subscriber (as defined in Appendix I to this Subscription Agreement) or (iv) a Swiss Subscriber (as defined in Appendix I to this Subscription Agreement) the Subscriber hereby makes those additional representations applicable to residents of the Subscriber’s country of residence as specified in Appendix I to this Subscription Agreement. Any such Subscriber understands that it is such Subscriber’s responsibility to satisfy itself as to the full observance of the law of any relevant territory outside the United States in connection with the offer and sale of the Shares, including obtaining any required governmental or other consent and observing any applicable formalities.

Investment Company Act Representations. The Subscriber, except as otherwise indicated in the signature page to this Subscription Agreement:

is not registered or required to be registered as an “investment company” under the Investment Company Act;

has not elected to be regulated as a BDC under the Investment Company Act; and

either (A) is not relying on the exception from the definition of “investment company” under the Investment Company Act set forth in Section 3(c)(1) or 3(c)(7) thereunder or (B) is otherwise permitted to acquire and hold more than 3% of the outstanding voting securities of a BDC.

FATCA and other Automatic Exchange of Information Regimes.

The Subscriber covenants and agrees to provide promptly, and update periodically, at any times requested by the Company and following any change that may cause information set forth in this Section 10(z) to become untrue or misleading in any material respect, all information, documentation, certifications and forms (including Tax Forms), and verifications thereof that the Company deems necessary to comply with (A) any requirement imposed by Code §§1471–1474, and any U.S. Department of Treasury Regulations, forms, instructions or other guidance issued pursuant thereto (commonly referred to as “FATCA”), any similar legislation, regulations or guidance enacted or promulgated by any jurisdiction or international organization which seeks to implement similar automatic exchange of information, tax reporting and/or withholding tax regimes (including the OECD Common Reporting Standard), (B) any intergovernmental agreement between any jurisdictions concerning the collection and sharing of information, and (C) any current or future legislation, regulations or guidance promulgated by or between any jurisdictions or international organizations giving rise to or effect to any item described in clause (A) or (B) (collectively, all of the authorities described in clauses (A), (B) and (C) are referred to herein as “AEOI Regimes”), including information, documentation, certifications and forms (and verifications thereof) that the Company deems necessary:

to determine the residence, citizenship, country of domicile, incorporation or organization, and any tax status ascribed to the Subscriber and its beneficial owners pursuant to AEOI Regimes (including, the most current applicable version of IRS Form W-9 or W-8 and any “self-certification” documentation the Company deems necessary),

to determine whether withholding of tax is required with respect to amounts payable or attributable to the Subscriber pursuant to any AEOI Regime,

to satisfy reporting obligations imposed by any AEOI Regime, for the Company to enter into any agreement required pursuant to any AEOI Regime, or

to comply with the terms of such an agreement on an annual or more frequent basis.

The Subscriber acknowledges and agrees that, for itself, and for and on behalf of its beneficial owners and controllers as applicable, it waives, and/or shall cooperate with the Company and the Adviser to obtain a waiver of, the provisions of any law that (A) prohibits the disclosure by the Adviser or the Company, or by any of their respective agents or Affiliates, of the information or documentation requested from the Subscriber, (B) prohibits the reporting of financial or account information by the Adviser or the Company, or by any of their respective agents or Affiliates, required pursuant to AEOI Regimes or (C) otherwise prevents compliance by the Adviser or the Company with their obligations under AEOI Regimes.

The Subscriber acknowledges that if it fails to supply any Tax Information required pursuant hereto on a timely basis or provides any Tax Information that is in any way misleading or incorrect, the Subscriber and/or the Company may be subject to withholding taxes pursuant to AEOI Regimes. The Subscriber hereby agrees to indemnify and hold harmless the Company against any such withholding taxes or any other penalties that may arise as a result of the Subscriber’s action, inaction or status in connection with any AEOI Regime (including where the Subscriber’s failure to provide Tax Information is based on a

The Subscriber shall promptly notify the Company in writing if any governmental body terminates any agreement entered into with the Subscriber pursuant to any AEOI Regime.

The Subscriber acknowledges that any Tax Information requested or compiled by the Company, the Adviser or their agents pursuant to this Subscription Agreement or any AEOI Regime, may be disclosed to (A) the IRS and U.S. Department of Treasury, (B) any other governmental body which collects information pursuant to an applicable AEOI Regime, and (C) any withholding agent where the provision of Tax Information is required by such withholding agent to avoid the application of any withholding tax on any payments to the Company.

The Subscriber further consents to the disclosure of Tax Information concerning the Subscriber and its owners to, and the collection, access, processing and storage of Tax Information concerning the Subscriber and its owners by, affiliates and agents of the Company and the Adviser, and other service providers to any of them, in any jurisdiction, including in the U.S. and in countries outside the EEA, for the purposes of (A) providing services related to any AEOI Regime, and (B) assisting any of them with compliance with any AEOI Regime, including the disclosure by such parties of Tax Information to applicable governmental authorities or international organizations.

The Subscriber acknowledges that Tax Information can become subject to the legal systems and laws in force in each state or country (A) where it is held, received or stored, (B) from where it is accessed in connection with providing services related to any AEOI Regime or other services, or (C) through which it passes, and such jurisdictions may not have the same data protection laws as the country in which the Subscriber is domiciled.

Asset Coverage. The Subscriber (i) acknowledges that the Investment Company Act allows a BDC to increase the maximum amount of leverage it may incur from an asset coverage ratio of 200% to an asset coverage ratio of 150%, if certain requirements are met; (ii) acknowledges that the Company’s initial shareholders, approved a proposal that allows the Company to reduce its asset coverage to 150%; and (iii) agrees that the minimum asset coverage ratio that the Company is required to maintain under the Investment Company Act is 150%.

NAV. The Subscriber acknowledges that subscriptions must be submitted at least five business days prior to the first day of each month and that their investment will be executed as of the first day of the applicable month at the NAV per Share class as of the preceding day. The Subscriber acknowledges that they will not know the NAV per Share class at which their investment will be executed at the time they subscribe and the NAV per Share class as of the last calendar day of each month will generally be made available within 20 business days of the last calendar day of each month.

Miscellaneous Provisions.

Indemnification. To the maximum extent not prohibited by applicable law, the Subscriber covenants to the Company and Adviser, and agrees to indemnify and hold harmless (i) the Company, (ii) the Adviser and (iii) each officer, trustee or director (as the case may be), shareholder, partner, member, other beneficial owner, manager, employee, agent or affiliate of the Company or Adviser and each other Person that controls, is controlled by, or is under common control with, any of the foregoing within the meaning of Section 15 of the Securities Act (each, an “Indemnified Party”), from and against any and all losses, claims, damages, expenses and liabilities relating to or arising out of (x)

Representations and Warranties; Additional Information. The Subscriber represents and warrants that all of the answers, statements and information set forth in any Subscription Document are true and correct on the date hereof, will be true and correct as of the date, if any, that the Company accepts this Subscription Agreement, in whole or in part, and will remain true and accurate for so long as the Subscriber holds Shares in the Company. The Subscriber covenants and agrees to notify the Company and Adviser promptly of any change that may cause any answer, statement or information set forth in any Subscription Document to become untrue or misleading in any material respect, and to promptly provide such additional information that the Company requests from time to time and deems necessary to determine (i) the eligibility of the Subscriber to hold Shares, (ii) the Company’s or the Adviser’s compliance with applicable regulatory (including tax and ERISA) requirements or (iii) the Company’s tax status. The Subscriber acknowledges and agrees that the Company intends to continue to rely upon the answers, statements and/or information set forth in the Subscription Documents, including Section 10(j), until notified by the Subscriber of any change thereto. The Subscriber also covenants and agrees to provide the Company with all information that otherwise may be reasonably requested by the Company in connection with compliance with applicable law by the Company, the Adviser, and their respective affiliates, including all applicable anti-money laundering, anti-terrorist financing, Sanctions, anti-bribery and anti-boycott laws and regulations. The Subscriber further represents and warrants that, except for any alterations to any Subscription Document that have been clearly marked on or prior to the date of acceptance of this Subscription Agreement or otherwise have been specifically identified in writing and accepted by the Company on or prior to the date of acceptance of this Subscription Agreement, the Subscriber has not altered or otherwise revised this Subscription Agreement or any other Subscription Document in any manner from the version initially received by the Subscriber. The Company may agree to waive, modify or limit the applicability and/or scope of any representation, agreement or covenant contained in any Subscription Document, and any obligation(s) related thereto, with respect to any Person and any such agreement shall not be a side letter or similar agreement for purposes of the Company Documents. The Subscriber acknowledges and agrees that the Company will rely on the Tax Forms (including any Tax Forms delivered by the Subscriber in the future) provided to the Company or the Adviser by or on behalf of the Subscriber.

Company Advisers. The attorneys, accountants and other experts and agents who perform services for the Adviser may also perform services for the Company and/or its respective affiliates. It is contemplated that any such dual representation, if commenced, will continue. The Adviser may, without the consent of any Shareholder, execute on behalf of the Company any consent to the representation of the Company that counsel may request pursuant to the rules of professional conduct in the applicable jurisdiction. The Company has retained Kirkland & Ellis LLP (together with its affiliate, Kirkland & Ellis International LLP, “Kirkland & Ellis”) in connection with the formation of the Company and may retain Kirkland & Ellis as legal counsel in connection with the management and operation of the Company, including making, holding and disposing of investments. Kirkland & Ellis will not represent the Subscriber or any other Shareholder or prospective Shareholder of the Company, unless the Company and such Shareholder or prospective Shareholder otherwise agree, in connection with the formation of the Company, the offering of the Shares, the management and operation of the Company or any dispute that may arise between any Shareholder, on one hand, and the Company, on the other hand (the “Company Legal Matters”). The Subscriber will, if it wishes to have counsel on any Company Legal Matter, retain its own

Power of Attorney. The Subscriber hereby irrevocably constitutes and appoints the Company as its true and lawful representative, agent and attorney in fact, in its name, place and stead, with full power to make, execute, deliver, sign, swear to, acknowledge and file all certificates and other instruments (including the Company Documents and any other deeds) necessary to (i) amend and/or restate the Company Documents in accordance with its terms, (ii) admit and accede the Subscriber or any other Person, including any transferee of any Shareholder, as a Shareholder of the Company, and (iii) complete any relevant details and schedules of and to the Company Documents in respect of the Subscriber’s or any other Person’s subscription for, or other acquisition of, a Share and/or such Person’s subscription to, and/or subscriptions in respect of, the Company.

Placement Agent. The Subscriber hereby acknowledges and agrees that the Company may engage placement agents in connection with fund-raising for the Company and such placement agents, if retained, may be paid a fee, based, in whole or in part, on the aggregate amount of subscriptions to the Company.

Successors and Assigns. This Subscription Agreement, to the extent accepted by the Company, will be binding upon the Subscriber’s heirs, legal representatives, successors and permitted assigns.

Headings and Construction. Section headings and other headings contained in this Subscription Agreement (including the Investor Qualification Statements) are for reference only and are not intended to describe, interpret, define or limit the scope or intent of this Subscription Agreement (including the Investor Qualification Statement). The word “includes” and its derivatives means “includes, but is not limited to” and corresponding derivative expressions in any case where such phrase is not otherwise used.

Governing Law. This Subscription Agreement and all claims or causes of action (whether in contract, tort or statute) that may be based upon, arise out of or relate to this Subscription Agreement or the negotiation, execution or performance of this Subscription Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Subscription Agreement or as an inducement to enter into this Subscription Agreement) shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware, including its statutes of limitations, without giving effect to any choice of law or conflict of law rules or provisions or any borrowing statute that would cause the application of the laws or any statute of limitations of any jurisdiction other than the State of Delaware.

Counterparts; Electronic Signatures. This Subscription Agreement may be executed in multiple counterparts which, taken together, shall constitute one and the same agreement. For the avoidance of doubt, the execution and delivery of this Subscription Agreement by electronic signature and electronic transmission (jointly, an “Electronic Signature”), including via Docusign, OneSpan or other similar method, shall constitute the execution and delivery of a counterpart of this Subscription Agreement by or on behalf of such person and shall bind such person to the terms of this Subscription Agreement. The parties hereto agree that this Subscription Agreement and any additional information incidental hereto may be maintained as electronic records. Any person executing and delivering this Subscription Agreement by Electronic Signature further agrees to take any and all reasonable additional actions, if any, evidencing its intent to be bound by the terms of this Subscription Agreement (including the power of attorney contained herein), as may be requested by the Company at any time.

Notices. All notices and other communications hereunder shall be in writing and shall be sufficiently given if personally delivered or sent by postage prepaid, registered or certified mail, return receipt requested, or by overnight courier or by facsimile transmission with transmission confirmed, addressed as follows: if intended for the Company, to the Company’s principal office, and if intended for any Subscriber to the address of such Subscriber set forth on the signature page hereto, or to such other address as the Company or such Subscriber may designate by written notice. Notices shall be deemed to have been given (i) when personally delivered (ii), if mailed, on the date on which received, or (iii) if sent by overnight courier or facsimile transmission, on the date on which received; provided, that notices of a change of address shall not be deemed given until the actual receipt thereof. The provisions of this Section 11(j) shall not prohibit the giving of written notice in any other manner; any such written notice shall be deemed given only when actually received.

Severability. Each provision of this Subscription Agreement and each representation, warrant and covenant made in the Subscription Documents shall be considered severable. If it is determined by a court of competent jurisdiction that any provision of this Subscription Agreement or the other Subscription Documents is invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of the applicable Subscription Documents.

Survival. The representations and warranties of the Subscriber in, and the other provisions of, this Subscription Agreement and the other Subscription Documents shall survive the completion, execution and delivery, as applicable, of this Subscription Agreement and the other Subscription Documents and the admission of the Subscriber to the Company.

such Transfer has been registered under the Securities Act in a transaction exempt from or not subject to the registration requirements thereunder, an exemption from registration is available or such sale or disposition is made in accordance with the provisions of Regulation S under the Securities Act and such Transfer does not violate any state (or other jurisdiction) securities or “blue sky” laws applicable to the Company or the Shares to be Transferred;

in the case of a Transfer to a “benefit plan investor” (as defined in Section 3(42) of ERISA), such Transfer would not be a non-exempt “prohibited transaction” under ERISA or Section 4975 of the Code; and

such transfer would not cause all or any portion of the assets of the Company to constitute “plan assets” for purposes of ERISA or Section 4975 of the Code.

State Street Bank and Trust Company

ABA: [***]

Account Number: [***]

Account Name: Adams Street Credit Solutions Fund

FBO: (Insert Investor Name and Account Number (if applicable))

Non-Qualified

Qualified

☐ Transfer on Death

Fill out Transfer on Death Form to effect designation.

(Available through your financial professional)

Name of Deceased

☐ Plan

Additional documentation required. Please refer to the section below entitled “Completion by Subscribers who are not Natural Persons.”

☐ Trust

Additional documentation required. Please refer to the section below entitled “Completion by Subscribers who are not Natural Persons.”

☐ Corporation/Partnership

Additional documentation required. Please refer to the section below entitled “Completion by Subscribers who are not Natural Persons.”

First Name

Social Security / Taxpayer ID #

Telephone #

Residential Address (no P.O. Box)

Street Address

Mailing Address (if different from above)

Street Address

Please Indicate Citizenship Status

☐ U.S. Citizen

(Co-Investor/Co-Trustee/Co-Authorized Signatory Information, if applicable)

First Name

Social Security/Taxpayer ID #

Telephone #

Residential Address (no P.O. Box)

Street Address

Mailing Address (if different from above)

Street Address

I am an exempt recipient as defined under U.S. federal income tax regulations (e.g., C-Corporation, financial institution, registered broker-dealer, or tax-exempt organization).

(a) A bank as defined in Section 3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or a fiduciary capacity.

In calculating the Subscriber’s net worth: (a) the Subscriber’s primary residence shall not be included as an asset; (b) indebtedness that is secured by the Subscriber’s primary residence, up to the estimated fair market value of the primary residence at the time of calculation, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of calculation exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (c) indebtedness that is secured by the Subscriber’s primary residence in excess of the estimated fair market value of the primary residence at the time of calculation shall be included as a liability. In calculating the Subscriber’s joint net worth with the Subscriber’s spouse or spousal equivalent, (i) the Subscriber’s spouse’s or spousal equivalent’s primary residence (if different from the Subscriber’s own) and indebtedness secured by such primary residence shall be treated in a similar manner and (b) joint net worth can be calculated as the aggregate net worth of the Subscriber and such Subscriber’s spouse or spousal equivalent (i.e., the assets included in such joint net worth calculation need not be held jointly by the Subscriber and such Subscriber’s spouse or spousal equivalent).

Rule 501(j) under the Securities Act defines a “spousal equivalent” as a cohabitant occupying a relationship generally equivalent to that of a spouse.

(b) A broker or dealer registered pursuant to Section 15 of the Exchange Act.

(c) The Subscriber is an investment adviser (a) registered pursuant to Section 203 of the U.S. Investment Advisers Act of 1940 Act, as amended (the “Investment Advisers Act”), (b) registered pursuant to the laws of a state within the United States or (c) relying on the exemption from registration with the SEC under Section 203(l) or 203(m) of the Investment Advisers Act.

(d) An insurance company as defined in Section 2(a)(13) of the Securities Act.

(e) An investment company registered under the Investment Company Act or a business development company as defined in Section 2(a)(48) of that Act.

(f) A Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958, as amended.

(g) A Rural Business Investment Company as defined in Section 384A of the Consolidated Farm and Rural Development Act, as amended.

(h) Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000.

(i) An employee benefit plan within the meaning of Title I of ERISA, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company or registered investment adviser or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons or entities that are accredited investors as described in one or more of the categories set forth in items 1 through 5 of this Exhibit A.

(j) A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act.

(k) An organization described in Section 501(c)(3) of the Code, corporation, Massachusetts or similar business trust, partnership, or limited liability company not formed for the specific purpose of acquiring the Shares, with total assets in excess of $5,000,000.

(l) A trust, with total assets in excess of $5,000,000 not formed for the specific purpose of acquiring the Shares, whose purchase is directed by a “sophisticated person” (meaning a person that has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Company) as described in Section 506(b)(2)(ii) of Regulation D under the Securities Act.

(m) The Subscriber is of an entity type not listed above, not formed for the specific purpose of acquiring the securities offered and owning investments in excess of $5,000,000.

(n) The Subscriber is a “family office” (as defined in Rule 202(a)(11)(G)-1 under the Advisers Act) with assets under management in excess of $5,000,000, not formed for the specific purpose of acquiring the Interests offered, and whose purchase of the Interests is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the purchase of the Interests.

(o) A “family client” (as defined in Rule 202(a)(11)(G)-1 under the Advisers Act) of a “family office” meeting the requirements of the immediately preceding category, whose purchase of the Interests is directed by such family office.

Has been convicted within ten years of the date hereof of any felony or misdemeanor (i) in connection with the purchase or sale of any security, (ii) involving the making of any false filing with the SEC or (iii) arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities;

Is subject to any order, judgment or decree of any court of competent jurisdiction entered within five years of the date hereof that presently restrains or enjoins the Subscriber from engaging or continuing to engage in any conduct or practice (i) in connection with the purchase or sale of any security, (ii) involving the making of any false filing with the SEC or (iii) arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities;

Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions); a state authority that supervises or examines banks, savings associations or credit unions; a state insurance commission (or an agency or officer of a state performing like functions); an appropriate federal banking agency; the U.S. Commodity Futures Trading Commission; or the National Credit Union Administration that (i) as of the date hereof, bars the Subscriber from (A) association with an entity regulated by such commission, authority, agency or officer, (B) engaging in the business of securities, insurance or banking or (C) engaging in savings association or credit union activities or (ii) constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within ten years of the date hereof;

Is subject to any order of the SEC pursuant to Section 15(b) or 15B(c) of the Exchange Act or Section 203(e) or (f) of the Investment Advisers Act that as of the date hereof (i) suspends or revokes the Subscriber’s registration as a broker, dealer, municipal securities dealer or investment adviser, (ii) places limitations on the activities, functions or operations of the Subscriber or (iii) bars the Subscriber from being associated with any entity or from participating in the offering of any penny stock;

Is subject to any order of the SEC entered within five years of the date hereof that presently orders the Subscriber to cease and desist from committing or causing a violation or future violation of (i) any scienter-based anti-fraud provision of the federal securities laws (including, but not limited to Section 17(a)(1) of the Securities Act, Section 10(b) of the Securities Exchange Act, and Section 206(1) of the Investment Advisers Act)or (ii) Section 5 of the Securities Act;

For the purposes of this question, references to the “Subscriber” shall include any person whose interest in, or relationship to, the Subscriber is deemed to make such person a beneficial owner of the Company’s voting securities under Exchange Act Rule 13d-3 and within the meaning of Rule 506(d). Under Rule 13d-3, a person is a beneficial owner of a security if, for among other reasons, such person directly or indirectly has or shares (a) the power to vote or to direct the voting of such security and/or (b) the power to dispose of or direct the disposition of such security.

Is, as of the date hereof, suspended or expelled from membership in, or suspended or barred from association with a member of, a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade;

Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within five years of the date hereof, was the subject of a refusal order, stop order or order suspending the Regulation A exemption, or is presently the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued; or

Is subject to a U.S. Postal Service false representation order entered within five years of the date hereof or is presently subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the U.S. Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations.

The decision to invest the Subscriber’s assets in the Company was made by fiduciaries independent of the Company, the Adviser and any placement agent, which parties are duly authorized to make such investment decisions and who have concluded, after consideration of their fiduciary duties under applicable law, that the investment of assets of the Subscriber in the Company is prudent and made in accordance with the governing documents of the applicable employee benefit plan, plan or Other Plan Investor and such documents do not prohibit the investment contemplated herein, and the Subscriber and such parties have not relied on any advice or recommendation of the Company, the Adviser or any placement agent or any of their respective partners, members, employees, shareholders, officers, directors, agents, representatives or affiliates;

None of the Adviser or any placement agent nor any of their respective partners, members, employees, shareholders, officers, directors, agents, representatives or affiliates have exercised any discretionary authority or control with respect to the Subscriber’s investment in the Company, nor have the Adviser or any placement agent or any of their respective partners, members, employees, shareholders, officers, directors, agents, representatives or affiliates rendered any advice or recommendation, including in a fiduciary capacity, to the Subscriber based upon the Subscriber’s investment policies or strategy, overall portfolio composition or diversification;

(i) The Subscriber has been informed of and understands the investment objectives and policies of the Company; (ii) the Subscriber is aware of the provisions of Section 404 of ERISA or any similar provisions of applicable law governing the Subscriber (“Similar Law”) relating to fiduciary duties, including any applicable requirement for diversifying the investments of an employee benefit plan; (iii) the Subscriber has given appropriate consideration to the facts and circumstances relevant to the investment by the Subscriber in the Company and has determined that such investment is reasonably designed, as part of the Subscriber’s portfolio of investments, to further the purposes of the relevant plan(s); and (iv) the Subscriber’s investment in the Company is permissible under the documents governing the investment of its plan assets and under ERISA or Similar Law;

The terms of the Agreement, including all exhibits and attachments thereto, comply with the Subscriber’s governing instruments and applicable laws governing the Subscriber, and the Subscriber will promptly advise the Company in writing of any changes in any governing law or any regulations or interpretations thereunder affecting the duties, responsibilities, liabilities or obligations of the Company or the Adviser or any of their respective partners, members, employees, shareholders, officers, directors, agents, representatives or affiliates;

Assuming the assets of the Company do not constitute “plan assets”, the Subscriber’s purchase and holding of the Shares will not result in a non-exempt “prohibited transaction” under Section 406 of ERISA or the Section 4975 of Code;

In the case of any Other Plan Investor, the Company’s assets will not constitute the assets of the Subscriber, any plan the Subscriber is acting on behalf of, or any plan whose assets are held by the Subscriber under the provisions of any applicable law;

Any Subscriber that is an insurance company general account hereby represents and warrants to the Company that, for so long as the Subscriber owns Shares, the reserves and liabilities for the general account contract held by or on behalf of any benefit fund investors, together with any other plans maintained by the same employer (or its affiliates) or employee organization, do not exceed 10% of

The Subscriber expressly agrees to promptly disclose any changes with respect to the Current Percentage, to promptly re-confirm such percentages at any time upon the request of the Adviser (or other person acting on behalf of the Company) and to promptly provide such other information reasonably requested by the Adviser (or other person acting on behalf of the Company) for purposes of determining whether or the Company is holding “plan assets.”

The Subscriber acknowledges that the Company has anti-money laundering and anti-terrorist financing responsibilities and has appointed State Street Bank and Trust Company, its transfer agent (the “Transfer Agent”), to perform anti money laundering and anti-terrorist financing procedures in relation to the Company’s Subscribers in accordance with the Transfer Agent’s anti-money laundering and sanction compliance program (the “Program”). The Subscriber acknowledges and agrees that, if the laws and/or regulations reflected in the Program change, the Company may be required to make changes to its anti-money laundering and anti-terrorist financing procedures or to implement additional anti-money laundering and anti-terrorist financing measures in the future.

The Subscriber acknowledges and agrees that this Anti-Money Laundering and Anti-Terrorism Financing Questionnaire (the “Questionnaire”) contains references to certain lists and definitions adopted or published by applicable governmental authorities for the convenience of the Subscriber and that because these lists and definitions are subject to change from time to time, it is the responsibility of the Subscriber to ensure that the lists and definitions are current as of the time the Subscription Agreement is executed and that each representation made by the Subscriber is true and correct as of the date of the Subscription Agreement.

The Subscriber represents and warrants that the Subscriber and, where applicable, any Beneficial Owner (as such term is defined (in this paragraph and throughout this Questionnaire) in Appendix 2) of the Subscriber:

is not (a) named on the list of Specially Designated Nationals and Blocked Persons published by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or any other similar list maintained by OFAC pursuant to any authorizing statute including, but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., the Trading with the Enemy Act, 50 U.S.C. App.1 et. seq. and any executive order, rule or regulation promulgated thereunder, and (b) named on a list pursuant to European Union (“EU”) or United Kingdom (“UK”) sanctions Regulations; (c) operationally based or domiciled in a country or territory in relation to which trade or financial sanctions imposed by the United Nations, OFAC, the EU or the UK apply (“Sanctioned Country”); or (d) otherwise subject to sanctions imposed by the United Nations, OFAC, the EU or the UK ((a), (b), (c) and (d) collectively, a “Prohibited List”);

is not a Shell Bank (as such term is defined in Appendix 2);

is not resident in, or organized or chartered under the laws of, a jurisdiction that is designated by the U.S. Secretary of the Treasury under Section 311 or 312 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 as warranting special measures due to money laundering concerns; and

is not resident in, or organized or chartered under the laws of, any foreign country that is designated as non-cooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization, such as the Financial Action Task Force on Money Laundering (“FATF”); (a person or entity listed under (a) to (e) shall be collectively referred to as a “Sanctions Subject”).

The Subscriber represents and warrants that, to the best of the Subscriber’s knowledge after reasonable due diligence, the money that the Subscriber seeks to invest was derived from legitimate sources in connection with its regular business activities and was not and is not directly or indirectly derived from activities that may contravene applicable laws and regulations, including anti-money laundering and anti-terrorist financing laws and regulations.

Except as otherwise disclosed to the Company in writing, the Subscriber represents and warrants that [CHECK APPROPRIATE BOX (ONE ONLY)]:

Investing for Own Account as a Subscriber:

Investing for Own Account as an Intermediary:

The Subscriber is subscribing for its own account, risk and beneficial or economic interest, as an investment fund, investment trust or other Intermediary, and is not otherwise acting as a Nominee for any other individual or entity;

The Subscriber, in accordance with applicable anti-money laundering and anti-terrorist financing requirements (A) routinely establishes and verifies the identities and source of funds of its Subscribers and, where applicable, their Beneficial Owners and checks their names against the Prohibited Lists, (B) conducts anti-money laundering and anti-terrorist financing due diligence investigations of its Subscribers and, where applicable, their Beneficial Owners when appropriate, (C) maintains records of anti-money laundering and anti-terrorist financing information about, and documents obtained from, its Subscribers and, where applicable, their Beneficial Owners and (D) represents and warrants that it has adopted procedures to elicit information from its Beneficial Owners and persons it controls or that are controlled by it that are intended to substantiate the representations in this Part A; and

The Subscriber makes all representations and warranties in this Part A with respect to the Subscriber and, on the basis of such identity and source of funds verifications and due diligence investigations, with respect to each Subscriber and, where applicable, their Beneficial Owner(s).

Investing as a Nominee:

The Subscriber is subscribing as a record owner in its capacity as a Nominee for one or more principals or beneficiaries; The Subscriber shall provide a Nominee Representation Letter in the form set out in Appendix 3; and

The Subscriber makes all representations and warranties in this Part A with respect to the Subscriber and, on the basis of such identity and source of funds verifications and due diligence investigations, with respect to each of its principals and beneficiaries.

The Subscriber agrees to provide to the Company or its agents or service providers such additional information as the Company or its agents or service providers may request, and to take such other reasonable actions on request as may be advisable in the reasonable judgment of the Company or its agents or service providers, to enable the Company to satisfy its anti-money laundering and anti-terrorist financing responsibilities.

The Subscriber acknowledges and agrees that the Subscriber may encounter delays in receiving distributions or other payments from the Company, and may be required to withdraw from the Company, if information requested by the Company or its agents or service providers is not provided in a timely manner. In the event of any such delay, the Subscriber shall indemnify the Company and its agents and service providers, and hold them harmless, against any loss resulting from such delay.

The Subscriber acknowledges and agrees that distributions or other amounts paid to the Subscriber by the Company will be paid only to an account in the Subscriber’s name, unless the Company in its sole discretion agrees otherwise, and that, if the Company in its sole discretion deems it advisable, the Company may require that such proceeds or other amounts be paid into the account from which the Subscriber’s subscription funds originated.

The Subscriber acknowledges and agrees, for itself and, where an entity, on behalf of its management, Beneficial Owners, principals or beneficiaries, that (i) the Company or its agents or service providers may monitor communications, investments, distributions and other payments; (ii) the Company or its agents or service providers may be required to report any suspicious activity to appropriate authorities; (iii) in the course of making investments, the Company may disclose information contained in the Subscription Agreement, including information about the Subscriber, management, Beneficial Owners, principals or beneficiaries, or otherwise provided by the Subscriber, to third parties; (iv) the Company or its agents or service providers may disclose information contained in the Subscription Agreement, including information about the Subscriber, management, Beneficial Owners, principals or beneficiaries, or otherwise provided by the Subscriber, to OFAC or other government, regulatory, fiscal or administrative authorities and agencies where required or requested; and (v) in order to enable it to perform the anti-money laundering and anti-terrorist financing checks in relation to the Subscribers and Beneficial Owners as required by applicable law, the Company and/or the Transfer Agent may be required to disclose identification information in relation to such Subscribers and Beneficial Owners to a third party service provider of web-based anti-money laundering and anti-terrorist financing identity verification and search applications, which applications are commonly used as a component of anti-money laundering and anti-terrorist financing compliance programs.

The Subscriber acknowledges that, if the Subscriber is or becomes a Sanctions Subject or otherwise becomes named on or blocked by any Prohibited List, or if the Company or the Transfer Agent is otherwise required by law, the Company or the Transfer Agent may freeze the Subscriber’s investment, by prohibiting additional investments, delaying indefinitely the payment of distributions or segregating assets constituting the investment, or the Subscriber may be required to withdraw from the Company and that the Company may immediately and without notice to the Subscriber cease any further dealings with the Subscriber and/or the Subscriber’s interest in the Company until the Subscriber ceases to be a Sanctions Subject or a license is obtained under applicable law to continue such dealings. The Subscriber further acknowledges that the Company may decide not to make distributions or other payments to the Subscriber if the Company reasonably deems it necessary to do so to comply with the anti-money laundering and anti-terrorist financing, or equivalent, regulations applicable to the Company or any of the Company’s agents or service providers. In such event, the Subscriber shall indemnify the Company and the Transfer Agent, and hold them harmless, against any resulting loss.

The Subscriber acknowledges and agrees that should any investment made on behalf of the Company subsequently become subject to applicable sanctions, the Company may immediately and without notice to the Subscriber cease any further dealings with that investment until the applicable sanctions are lifted or a license is obtained under applicable law to continue such dealings (a “Sanctioned Investment Event”). Should a Sanctioned Investment Event occur, the Company may exercise its power to freeze such investment as further disclosed in the Company Documents.

The Subscriber represents and warrants that the Subscriber, including any subsidiaries and affiliates, engages in or expects to engage in activity with a Sanctioned Country in the following manner (select the answer which applies):

Physical locations (offices/branches/operations/joint ventures), assets or investments:

Buy, sell or otherwise deal in or finance products, merchandise, commodities or services:

Has a director, senior officer or 10% or greater owner/shareholder who is a (1) citizen or resident or (2) governmental agency/authority of a Sanctioned Country:

The Subscriber represents and warrants that the Subscriber, and, if the Subscriber is an entity, to the best of the Subscriber’s knowledge after appropriate due diligence (select the answer which applies),

☐ at least one Beneficial Owner of the Subscriber IS

☒ NO Beneficial Owner of the Subscriber is

The Subscriber acknowledges that the Transfer Agent may re-use the information and materials provided by the Subscriber to the Transfer Agent (in support of the Transfer Agent ’s anti-money laundering or similar reviews) for any such reviews undertaken by the Transfer Agent in connection with the Subscriber’s investment in other funds.

Subscriber is a central or local government, statutory body or agency of government, in a FATF Member Country (as defined in Appendix 2).

Subscriber is a Financial Institution (as defined in Appendix 2) and is required to comply with the AMLR (as defined in Appendix 2).

Subscriber is a majority-owned subsidiary of a Financial Institution which is required to comply with the AMLR.

Subscriber is acting in the course of a business in relation to which a regulatory authority exercises regulatory functions and it is based or incorporated in, or formed under the law of an FATF Member Country.

Subscriber is a majority-owned subsidiary of the business in relation to which a regulatory authority exercises regulatory functions and it is based or incorporated in, or formed under the law of an FATF Member Country.

Subscriber is a company that is listed on a stock exchange included in Appendix 1 (“Stock Exchange”) and subject to disclosure requirements which impose requirements to ensure adequate transparency of beneficial ownership.

Subscriber is a majority-owned subsidiary of a company that is listed on a Stock Exchange and subject to disclosure requirements which impose requirements to ensure adequate transparency of beneficial ownership.

Subscriber is a pension fund for a professional association or trade union or is acting on behalf of employees of an entity referred to any of the categories above.

There is an Eligible Introducer who is prepared to provide an introduction for the Subscriber and (where applicable) each Beneficial Owner. The categories of persons/entities who/which is qualified to act as an Eligible Introducer are as noted above under Section I, as set out in the Eligible Introducer Form (Appendix 3).

Payment has been made by wire transfer from an account held in Subscriber’s name from a regulated financial institution in a FATF Member Country. If relying on this exception: (i) the Subscriber must provide Bank Account Wire Details information and the Administrator should be provided with evidence of proof of actual payment (e.g. a wire transfer confirmation or SWIFT payment form) and (ii) identity verification materials may be required from Subscriber prior to any onward payments being made by the Company to the Subscriber (or any other third party) or prior to the Subscriber’s Interest being transferred.

in the case of a legal person other than a company whose securities are listed on a Stock Exchange, a natural person who ultimately owns or controls, whether through direct or indirect ownership or control, 10% or more of the shares or voting rights in the legal person;

in the case of any legal person, a natural person who otherwise exercises ultimate effective control over the management of the legal person; or

in the case of a legal arrangement, the trustee or other person who exercises ultimate effective control over the legal arrangement.

has no physical presence in the jurisdiction in which it is incorporated or in which it is operating, as the case may be; and

is unaffiliated with a regulated financial group that is subject to consolidated supervision.

ADAMS STREET CREDIT SOLUTIONS FUND

See Section I of Part B of this Supplement for the types of entities that can be relied upon as Eligible Introducers/Nominees.

(One of the following) paper or electronic copy of a current valid Passport, National ID Card, Driver’s License (bearing photo and signature)

(One of the following) Bank Reference (dated within the previous 90 days) or Professional Character Reference (dated within the previous 90 days) or Utility Bill (dated within the previous 90 days) or Bank Statement (dated within the previous 90 days) etc. that confirms the Subscriber’s address (originals required¹)

If applicable, original or paper or electronic copy of Power of Attorney or Account Authorization (where acting on behalf of a legal person or arrangement), together with specimen signatures with name and title printed underneath for each authorized signatory

Paper or electronic copy of Certificate of Incorporation/Establishment

Paper or electronic copy of Constitutional Documents (e.g. Memorandum and Articles of Association or equivalent)

Paper or electronic copy of Board Resolution (or equivalent) authorizing the investment

Paper or electronic copy of Authorized Signatory List with specimen signatures or Powers of Attorney or Letters of Authority with specimen signatures (if applicable)

Paper or electronic copy of the Register of Directors (or equivalent)

Identification verification information from two persons who are a Director or equivalent senior managing officer position and any other natural person exercising ultimate effective control over the management of the Subscriber (if an individual, as per the requirements for Individual Subscribers set out above, or if another legal person or arrangement, as per the requirements for those types of Subscribers set out above and below); and

Identification verification information for all persons with a direct or indirect interest in the Subscriber of more than 10% (if an individual, as per the requirements for Individual Subscribers set out above, or if another legal person or arrangement, as per the requirements for those types of Subscribers set out above and below). Where there are one or more entities in a chain of ownership meeting this criteria, you may instead provide either (a) a structure chart, or (b) ownership register for each entity in the chain together with identification verification information for the top person in the chain

Paper or electronic copy of Partnership Agreement

Paper or electronic copy of Partnership mandate for making the investment (e.g. Partnership Resolution or General Partner Resolution)

If a document is presented in an electronic form, it may be regarded as an original if it is evident that it was issued or created in such an electronic form

Paper or electronic copy of Authorized Signatory List with specimen signatures or Powers of Attorney or Letters of Authority with specimen signatures (if applicable)

Identification verification information for the beneficial owners/controllers of the Subscriber; i.e. the General Partner, or other person with principal control over the partnership, or any person on whose instructions the authorized signatories are to act (if an individual, as per the requirements for Individual Subscribers set out above, or if another legal person or arrangement, as per the requirements for those types of Subscribers set out above and below)

Identification verification information for all persons with a direct or indirect interest in the Subscriber of more than 10% (if an individual, as per the requirements for Individual Subscribers set out above, or if another legal person or arrangement, as per the requirements for those types of Subscribers set out above and below). Where there are one or more entities in a chain of ownership meeting this criteria, you may instead provide either (a) a structure chart, or (b) ownership register for each entity in the chain together with identification verification information for the top person in the chain

Paper or electronic copy of the Trust Deed or Declaration (or equivalent)

Paper or electronic copy of Trust mandate for making the investment (e.g. Trustee Minute)

Paper or electronic copy of Authorized Signatory List with specimen signatures or Powers of Attorney or Letters of Authority with specimen signatures (if applicable)

Identification verification information for the Trustees, Settlors, Protector, Enforcer, beneficiaries or class of beneficiaries (with a fixed and/or vested interest) or any other natural person exercising ultimate effective control over the trust (if an individual, as per the requirements for Individual Subscribers set out above, or if another legal person or arrangement, as per the requirements for those types of Subscribers set out above and below). Where there are one or more entities in a chain of ownership meeting this criteria, you may instead provide either (a) a structure chart, or (b) ownership register for each entity in the chain, together with identification verification information for the top person in the chain.

evaluating the Subscriber’s eligibility and suitability as a potential Shareholder of the Company;

complying with all corporate governance and disclosure requirements under applicable securities laws; and

contacting the Subscriber in its capacity as an investor.

If the Subscriber consists of more than one natural person (other than a married couple subscribing as joint tenants), then a separate IQS must be prepared by each such natural person.

(A)  a Person that is or was an accredited investor at the time of the distribution;

(B)  a Person that acquires or acquired securities in the circumstances referred to in sections 2.10 of NI 45-106 (Minimum amount investment), or 2.19 of NI 45-106 (Additional investment in investment funds); or

(C)  a Person described in paragraph (A) or (B) above that acquires or acquired securities under section 2.18 of NI 45-106 (Investment fund reinvestment);

(1)   the fund is managed by a Person or company registered as an investment fund manager under the securities legislation of a jurisdiction of Canada;

(2)   the fund is advised by a Person or company authorized to act as an adviser under the securities legislation of a jurisdiction of Canada;

an association governed by the Cooperative Credit Associations Act (Canada) or a central cooperative credit society for which an order has been made under section 473(1) of that Act; or

a bank, loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union, caisse populaire, financial services cooperative, or league that, in each case, is authorized by an enactment of Canada or a jurisdiction of Canada to carry on business in Canada or a jurisdiction of Canada.

the first person beneficially owns or directly or indirectly exercises control or direction over securities of the second person carrying votes which, if exercised, would entitle the first person to elect a majority of the directors of the second person, unless that first person holds the voting securities only to secure an obligation,

the second person is a partnership, other than a limited partnership, and the first person holds more than 50% of the interests of the partnership, or

the second person is a limited partnership and the general partner of the limited partnership is the first person.

a member of the board of directors of a company or an individual who performs similar functions for a company, and

with respect to a Person that is not a company, an individual who performs functions similar to those of a director of a company.

a Person that is registered as an investment dealer and authorized to give advice with respect to the type of security being distributed; and

in Manitoba, also means a lawyer who is a practicing member in good standing with a law society of a jurisdiction of Canada or a public accountant who is a member in good standing of an institute or association of chartered accountants, certified general accountants or certified management accountants in a jurisdiction of Canada; provided that the lawyer or public accountant must not:

have a professional, business or personal relationship with the issuer, or any of its directors, executive officers, founders or control persons; and

have acted for or been retained personally or otherwise as an employee, executive officer, director, associate or partner of a Person that has acted for or been retained by the issuer or any of its directors, executive officers, founders or control persons within the previous 12 months.

a chair, vice-chair or president,

a vice-president in charge of a principal business unit, division or function including sales, finance or production, or

performing a policy-making function in respect of the issuer.

cash;

securities; or

a contract of insurance, a deposit or an evidence of a deposit that is not a security for the purposes of securities legislation.

a bank listed in Schedule I, II or III to the Bank Act (Canada);

an association to which the Cooperative Credit Associations Act (Canada) applies or a central cooperative credit society for which an order has been made under subsection 473(1) of that Act; and

a loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union, caisse populaire, financial services cooperative or credit union league or federation that is authorized by a statute of Canada or Ontario to carry on business in Canada or Ontario, as the case may be.

acting alone, in conjunction, or in concert with one or more persons, directly or indirectly, takes the initiative in founding, organizing or substantially reorganizing the business of the issuer, and

at the time of the distribution or trade is actively involved in the business of the issuer.

whose primary purpose is to invest money provided by its securityholders;

that does not invest:

for the purpose of exercising or seeking to exercise control of an issuer, other than an issuer that is a mutual fund or a non-redeemable investment fund, or

for the purpose of being actively involved in the management of any issuer in which it invests, other than an issuer that is a Mutual Fund or a Non-Redeemable Investment Fund, and

that is not a Mutual Fund.

an individual;

a corporation;

a partnership, trust, fund and an association, syndicate, organization or other organized group of persons, whether incorporated or not; and

an individual or other person in that person’s capacity as a trustee, executor, administrator, or personal or other legal representative.

liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets; or

liabilities that are secured by financial assets.

is married to another individual and is not living separate and apart within the meaning of the Divorce Act (Canada), from the other individual;

is living with another individual in a marriage-like relationship, including a marriage-like relationship between individuals of the same gender; or

in Alberta, is an individual referred to in paragraph (a) or (b), or is an adult interdependent partner within the meaning of the Adult Interdependent Relationships Act (Alberta).

the first entity, directly or indirectly, beneficially owns or exercises control or direction over securities of the second entity carrying votes which, if exercised, would entitle the first entity to elect a majority of the directors of the second entity, unless that first entity holds the voting securities only to secure an obligation;

the second entity is a partnership, other than a limited partnership, and the first entity holds more than 50% of the interests of the partnership; or

the second entity is a limited partnership and the general partner of the limited partnership is the first entity.

The Subscriber is resident within a Canadian Jurisdiction.

The Subscriber acknowledges that the declarations, representations and warranties it is providing and as described herein are made with the intent that they be relied upon by the Adviser in determining the Subscriber’s eligibility to purchase Shares on a basis exempt from the prospectus requirements of Canadian securities laws and the Subscriber hereby agrees to indemnify the Company and the Adviser against any and all losses, claims, costs, expenses, damages and liabilities which the Company and/or the Adviser may suffer or incur caused or arising from reliance thereon.

The Subscriber acknowledges that no Securities Regulator in Canada has reviewed or passed on the merits of the Shares subscribed for hereunder.

The Subscriber is: (i) an “accredited investor” as defined in NI 45-106 and, for investors in Ontario, section 73.3 of the Securities Act (Ontario), by virtue of being a person, company or other entity of the type indicated in certification set out in Part III above; or (ii) able to subscribe for Shares pursuant to a prospectus exemption that has been discussed with, and approved by, the Adviser.

If the Subscriber is subscribing as an “accredited investor” (as described in Part III above), the Subscriber is not a company or other entity created solely or primarily to purchase or hold securities as an “accredited investor”.

The Subscriber is a “permitted client” as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, by virtue of being a person, company or other entity of the type indicated in the certification set out in Part IV above.

The Subscriber acknowledges that Shares are being distributed in the Canadian Jurisdictions pursuant to exemptions from the prospectus requirements of the applicable securities laws of the Canadian Jurisdictions, and any resale of such Shares must be made in accordance with applicable securities laws.

The Subscriber is either purchasing Shares as principal for its own account and not as agent or trustee for the benefit of another or is deemed to be purchasing Shares as principal for its own account, in either case in accordance with applicable securities laws.

The Subscriber acknowledges that no person or company has made any representation, written or oral, that they will resell or repurchase or refund all or any of the purchase price of the Shares or with respect to the future value of the Shares or that the Shares will be listed and posted for trading on a securities exchange or market.

The Subscriber acknowledges that none of the funds that the Subscriber is using to purchase the Shares represent proceeds for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLTFA”).

The Subscriber is not named on or blocked by any of the following lists (the “Prohibited Lists”) promulgated by the Department of Foreign Affairs, Trade and Development or the Department of Public Safety and Emergency Preparedness of Canada:

the list of names subject to the Regulations Establishing a List of Entities made under subsection 83.05(1) of the Criminal Code (Canada) (found at the website of the Office of the Superintendent of Financial Institutions Canada (OSFI) at http://www.osfi-bsif.gc.ca/);

the lists of names subject to Regulations made under the United Nations Act (Canada) (found at the website of Foreign Affairs and International Trade Canada at http://www.international.gc.ca/); and

the lists of names subject to Regulations made under the Special Economic Measures Act (Canada) (found at the website of Foreign Affairs and International Trade Canada at http://www.international.gc.ca/).

The Subscriber acknowledges that the Company and/or the Adviser may in the future be required by law to disclose the Subscriber’s name and other information relating to the acquisition of the Shares hereunder, on a confidential basis, pursuant to the PCMLTFA and/or the Prohibited Lists.

The Subscriber acknowledges and consents to the fact that the Company and the Adviser are collecting the Subscriber’s (and any beneficial purchaser for which the Subscriber is contracting hereunder) personal information (as that term is defined under applicable privacy legislation, including, without limitation, the Personal Information Protection and Electronic Documents Act (Canada) and any other applicable similar replacement or supplemental provincial or federal legislation or laws in effect from time to time) for the purpose of completing the Subscriber’s subscription. The Subscriber acknowledges and consents to the Company and the Adviser retaining the personal information for so long as permitted or required by applicable law or other business practices.

To the best of the Subscriber’s knowledge the funds that the Subscriber is using to purchase the Shares: (A) have not been or will not be derived from or related to any activity that is deemed criminal under the laws of Canada, or any other jurisdiction; or (B) are not being tendered on behalf of a person or entity who has not been identified to the Subscriber.

The Subscriber understands that the Company is not currently a reporting issuer in any Canadian Jurisdiction.

The Subscriber understands and acknowledges that no prospectus or other offering document has been filed by the Company with the Securities Regulator in any Canadian Jurisdiction in connection with the issuance or qualification of Shares, that such issuance is exempt from the prospectus requirements otherwise applicable under Canadian securities laws and, as a result, in connection with its purchase of Shares hereunder, as applicable: (A) the Subscriber will not receive information that might otherwise be required to be provided to the Subscriber under Canadian securities laws or contained in a prospectus prepared in accordance with Canadian securities laws, and (B) the Company is relieved from certain obligations that would otherwise apply under Canadian securities laws.

The Subscriber is aware that there are securities and tax laws applicable to the holding and disposition of the Shares and has been given the opportunity to seek advice in respect of such laws and is not relying solely upon information from the Adviser or the Company.

“EEA” means the European Economic Area, consisting of Austria, Belgium, Bulgaria, Croatia, Republic of Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain and Sweden.

If the Subscriber consists of more than one natural person (other than a married couple subscribing as joint tenants), then a separate IQS must be prepared by each such natural person.

For the purposes of this section, a “local firm” means a firm that deals for its own account on markets in financial futures or options or other derivatives and on cash markets for the sole purpose of hedging positions on derivatives markets, or deals for the accounts of other members of those markets and is guaranteed by clearing members of the same markets, where responsibility for ensuring the performance of contracts entered into by the firm is assumed by clearing members of the same markets (Article 4 (4) of the EU Capital Requirements Regulation (Regulation (EU) No. 575/2013)).

(1)   a person authorized by the Prudential Regulation Authority or the Financial Conduct Authority in the UK;

(2)   a person exempt further to an exemption order granted under Section 38(1) of the Financial Services and Markets Act 2000;

(3)   a person:

(4)   a government, local authority or an international organisation.

A company has professional treasury operations where it entrusts, on a permanent basis, the management of its funds to a professionally qualified person with experience in the financial sector.

A company has professional treasury operations where it entrusts, on a permanent basis, the management of its funds to a professionally qualified person with experience in the financial sector.

A company has professional treasury operations where it entrusts, on a permanent basis, the management of its funds to a professionally qualified person with experience in the financial sector.

A private investment structure has professional treasury operations where it entrusts, on a permanent basis, the management of its funds to a professionally qualified person with experience in the financial sector.

This means that the relevant individual must: i) hold assets of at least CHF 500,000 and have sufficient professional knowledge or experience to understand the risks related to an investment in the Company; or ii) hold bankable assets of at least CHF 2,000,000.

from time to time, certain co-investment opportunities may arise in connection with the Company (“Co-investment Opportunities”);

the Adviser may determine in its absolute discretion that Co-investment Opportunities will not be marketed actively to investors domiciled in or having a registered office in the EEA or the UK, including the Subscriber, for various reasons, including where the Adviser determines in its absolute discretion that it is not possible or desirable for Co-investment Opportunities to be managed or marketed in accordance with the EU Alternative Investment Fund Managers Directive (“AIFMD”) and any law, rule or regulation relating to the implementation thereof in any relevant jurisdiction;

the Adviser may, in certain circumstances, provide the Subscriber with information relating to Co-investment Opportunities and in the event that such information is provided, it is provided solely at the request and on the initiative of the Subscriber; and

the Subscriber agrees, represents, warrants and confirms that the above acknowledgements override any provisions of the Company Documents, this Subscription Agreement and any side letter issued to the Subscriber in connection with the Subscriber’s investment in the Company which could give rise to any express or implicit obligation on the Adviser to market or otherwise make available any Co-investment Opportunities to the Subscriber.

Information that you provide, which may include your name and address, social security number or tax identification number, date of birth and/or other information;

Information about transactions and balances in accounts with Adams Street Advisors;

Information about transactions and balances in accounts with non-affiliated third parties; and

Information from consumer reporting agencies, service providers or other sources that may be engaged or consulted in connection with conducting due diligence, know-your-customer, anti-money laundering and other checks required to be performed in relation to admitting new investors.

To service providers (including financial, technical, marketing and professional service providers and consultants) and financial institutions that provide services to Adams Street Advisors, who are required protect the confidentiality of your personal information and to use the information only for the purposes for which it is disclosed to them).

To regulatory, self-regulatory, administrative or law enforcement agencies or other oversight bodies in certain circumstances where we are required to share personal information and other information with respect to your interest in an investment with the relevant regulatory authorities. They, in turn, may exchange this information with other authorities, including tax authorities.

As authorized, for example, by subscription agreements or organizational documents of an investment and as authorized by you or your designated representatives or other authorized persons.

In connection with a corporate transaction – for example, to third parties as part of a corporate business transaction, such as a merger, acquisition, joint venture or financing or sale of company assets.

information we receive from Subscribers in conversations over the telephone, in voicemails, through written correspondence, via email, or on subscription agreements, investor questionnaires, applications or other forms (including, without limitation, any anti-money laundering, identification, and verification documentation);

information about Subscribers’ transactions with us or others;

information captured on our website, including registration information and any information captured via “cookies”; and

information relating to Subscribers from available public sources.

names, dates of birth and birth place;

contact details and professional addresses (including physical address, email address and telephone number);

account data and other information contained in any document provided by the Subscriber to the Authorized Entities (whether directly or indirectly);

information regarding your status under various laws and regulations, including your tax status, income and assets;

information regarding your interest in our funds, including ownership percentage, capital investment, income and losses;

information regarding your citizenship and location of residence;

source of funds used to make the investment in our funds; and

anti-money laundering, identification (including passport and drivers’ license) and verification documentation.

for the performance of, or in connection with, the terms of this Subscription Booklet and the operation of our funds, including processing the personal data in connection with credit, anti-money laundering and sanction list checks, identification of a professional investor qualification checks, and for the purpose of complying with the applicable laws in connection thereto;

in our legitimate business interests in relation to communicating with you as necessary in connection with its affairs and generally in connection with its interest in the Company;

in our legitimate business interests in relation to managing corporate transactions, such as investments, mergers or acquisitions;

in our legitimate business interests to understand and improve our fund business or investor relationships generally and to market our funds to our current and former investors (in each case, to the extent permitted by EU Data Protection Legislation);

to administer, manage and set up your investor account(s) to allow you to purchase your holding (of shares) in our funds (and any other funds operated by us or our affiliates);

to facilitate the execution, continuation or termination of the contractual relationship between you and us;

to facilitate the transfer of funds, and administering and facilitating any other transaction, between you and us;

to enable any actual or proposed assignee or transferee, participant or sub-participant of our rights or obligations to evaluate proposed transactions;

to facilitate business asset transactions involving us;

to enable or administer our funds and for account administration purposes;

where necessary or advisable in connection with applicable law or regulatory requirement; and

for any other purposes notified to you or agreed in writing with you (as applicable) from time to time.

Identifiers: identifiers such as a real name, alias, postal address, telephone number, email address, account name, Social Security number, driver’s license number, passport number, and other similar identifiers

Additional Data Subject to Cal. Civ. Code § 1798.80: signature, state identification card number, education, bank account number, and other financial information

Protected Classifications: characteristics of protected classifications under California or federal law, such as national origin, age, sex, gender, marital status or citizenship status

Employment Information: professional or employment-related information

Purposes

Categories of Personal Information

Sources of Personal Information. We may have obtained personal information about you from various sources, as described below.

Categories of Sources of Data Collection

Categories of Personal Information

Sharing of Personal Information. We may have shared your personal information with certain categories of third parties, as described below.

Categories of Third Parties

Categories of Personal Information

Disclosure of Personal Information for a Business Purpose. We may have disclosed to third parties the following categories of personal information for a business purpose:

Identifiers: identifiers such as a real name, alias, postal address, telephone number email address, account name, Social Security number, driver’s license number, passport number, and other similar identifiers

Additional Data Subject to Cal. Civ. Code § 1798.80: signature, state identification card number, education, bank account number, and other financial information

Protected Classifications: characteristics of protected classifications under California or federal law, such as race, color, national origin, age, sex, gender, marital status or citizenship status

Employment Information: professional or employment-related information

Subscriber Name:                               

Person/Entity Type of Subscriber:

State and Country of Organization (if not an individual):

City and State of Principal Place of Business (if not an individual):

The Subscriber should consult with Adams Street Advisors, LLC if the Subscriber intends to hold the Shares as a nominee for tax purposes.

Occupation/Nature of Business (if applicable):

Year End for Income Tax Purposes (U.S. Persons: Year End for U.S. Federal Income Tax Purposes):

Subscriber’s Tax ID Number:                                  

Subscriber’s Contact Information (address – not a PO Box: Residential for individuals, Business for entity):

Contact Information for AML/KYC² Purposes (if different than items a through g in 8):

The Subscriber may be obligated to provide additional information in order for Adams Street to comply with relevant anti-money laundering and “know your customer” (AML/KYC) laws, rules and regulations. The Subscriber acknowledges and agrees that for purposes of gathering such information, the Subscriber may be contacted by, and may be obligated to provide information to, Adams Street, fund counsel, fund AML administrator, and/or such other third parties retained by Adams Street in connection with the fundraising.

Cash Wire Instructions (if you hold an account in the U.S.):³

Cash Wire Instructions (if you hold an account outside the U.S.):⁴

A member of the Adams Street Finance Team will contact you to verbally confirm all details provided. Should you need any assistance, please reach out to DL-RegisteredProductsAccountingandOperations@adamsstreetpartners.com.

Please note that a U.S. correspondence bank is required when wiring USD.

Additional Recipient(s) of Reporting (if any):

Instead of receiving paper copies of Company documentation and shareholder communications, including the Confidential Private Placement Memorandum, and supplements thereto, subscription confirmations, shareholder reports and statements, repurchase offers and notifications, proxy materials (if any), U.S. Internal Revenue Service Form 1099-DIV (“Form 1099”) in respect of the Company and the Company’s Privacy Notice (collectively, “Company Communications”), the Subscriber hereby elects to receive electronic delivery of Company Communications and consent to stop delivery of all paper communications.

If the Subscriber chooses not to consent to electronic delivery or if the Subscriber subsequently withdraws its consent to electronic delivery, paper copies of Company Communications will be furnished to the Subscriber, through mail or hand delivery.

This consent applies to each Form 1099 required to be furnished to the Subscriber by the Company after this consent is given until the Subscriber withdraws consent or ceases to be a shareholder of the Company. The Company will cease to furnish Form 1099, electronically or otherwise, beginning with the year after the year in which the Subscriber ceases to be a shareholder of the Company.

Forms 1099 may be required to be printed and attached to a Federal, State, or local income tax return.

The Subscriber will not receive paper copies of Company Communications unless: (i) the Subscriber affirmatively changes or withdraws its election, which the Subscriber may do at any time by notifying the Company; (ii) the delivery of electronic materials is prohibited; (iii) the Company, in its sole discretion, elects to send paper copies of the materials; or (iv) the Subscriber specifically requests a paper copy of a particular document or communication, which the Subscriber may do at any time.

Notwithstanding the Subscriber’s consent, the Subscriber is entitled to receive paper Forms 1099 and other Company Communications upon request. The Company will NOT treat the Subscriber’s request for paper forms of Company Communications as a withdrawal of consent. If the Subscriber wishes to withdraw consent, the Subscriber understands that it must do so affirmatively.

The Subscriber may withdraw consent by contacting the Company in writing at c/o Adams Street Advisors, LLC, One North Wacker Drive, Suite 2700, Chicago, IL 60606, by telephone at 844-705-0580 or by email at AdamsStreet_RegAlts_INQ@statestreet.com. The withdrawal of consent will be effective within 60 (sixty) days of receipt by the Company. A withdrawal of consent does not apply to a Form 1099 that was furnished electronically before the withdrawal takes effect.

The Subscriber can contact the Company in writing at c/o Adams Street Advisors, LLC, One North Wacker Drive, Suite 2700, Chicago, IL 60606, by telephone at 844-705-0580 or by email at AdamsStreet_RegAlts_INQ@statestreet.com to communicate any changes in its contact information. The Subscriber agrees to promptly notify the Company of any change in the Subscriber’s e-mail address. The Company will email the Subscriber if the contact information for the Company changes.

The Subscriber understands that the Company’s electronic delivery program may be changed or discontinued and that the terms of this agreement may be amended, restated and/or supplemented at any time.

By consenting to electronic access, the Subscriber will be responsible for certain costs, such as the Subscriber’s customary internet service provider charges, and may be required to download software in connection with access to these materials. The Subscriber understands that there are possible risks associated with electronic delivery such as e-mails not transmitting, hyperlinks failing to function properly and system failure of online service providers, and that there is no warranty or guarantee given concerning the transmissions of e-mail, the availability of the website, or information on it, other than as required by law.

The Subscriber agrees that sending of the notice or e-mail by the Company will constitute good and effective delivery of the information to the Subscriber, regardless of whether the Subscriber actually accesses the website containing the information or opens the e-mail and/or attachments.

Company Communications delivered electronically may be formatted in Adobe Acrobat’s portable document format (“PDF”), hypertext mark-up language or other file formats the Company deems appropriate. In order to view or print documents provided in PDF, the Subscriber will have to obtain the Adobe Acrobat Reader, which is available free of charge at Adobe’s website (located at www.adobe.com), and install it on the Subscriber’s computer. The Subscriber is responsible for having any necessary hardware, software or other technology to access the information sent electronically, including a printer or other device to download and save any information that the Subscriber may wish to retain.