3. Agreements and Related Party Transactions

Investment Advisory Agreement

On June 18, 2024, the Company entered into an investment advisory agreement (the “Investment Advisory Agreement”) with the Advisor. Under the terms of the Investment Advisory Agreement, the Advisor provides investment advisory services to the Company. The Advisor’s services under the Investment Advisory Agreement are not exclusive, and the Advisor is free to furnish similar or other services to others so long as its services to the Company are not impaired. Pursuant to the Investment Advisory Agreement, the Company pays the Advisor a fee for its investment advisory and management services consisting of two components—a base management fee (the “Management Fee”) and an incentive fee (the “Incentive Fee”). Unless waived by the Advisor, the cost of both the Management Fee and the Incentive Fee is borne by the Company’s Stockholders.

The initial term of the Investment Advisory Agreement was two years. In May 2026, the Board renewed the Investment Advisory Agreement. Unless earlier terminated, the Investment Advisory Agreement will remain in effect from year to year if approved annually by the Board of Directors or by the holders of a Majority of the Outstanding Voting Securities (as defined below) and, in each case, a majority of the Independent Directors.

The Investment Advisory Agreement will automatically terminate within the meaning of the 1940 Act and related SEC guidance and interpretations in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the 1940 Act). In accordance with the 1940 Act, without payment of penalty, the Company may terminate the Investment Advisory Agreement with the Advisor upon 60 days’ written notice. The decision to terminate the agreement may be made by a majority of the Board of Directors or the Stockholders holding a Majority of the Outstanding Voting Securities. “Majority of the Outstanding Voting Securities” means the lesser of (1) 67% or more of the voting securities of the Company present or represented at a meeting, if the holders of more than 50% of the outstanding voting securities of the Company are present or represented by proxy or (2) a majority of the outstanding voting securities of the Company. In addition, without payment of penalty, the Advisor may generally terminate the Investment Advisory Agreement upon 60 days’ written notice.

Management Fee

The Management Fee is payable quarterly in arrears. The Management Fee is payable at an annual rate of 0.60% of the average value of the Company’s gross assets (excluding cash and cash equivalents but including assets purchased with borrowed amounts) at the end of each of the Company’s two most recently completed calendar quarters. The Management Fee will increase to 1.00% in the event the Company’s Common Stock is listed on a national securities exchange (an “Exchange Listing”).

The Management Fee for any partial quarter is appropriately prorated (based on the actual number of days elapsed relative to the total number of days in such calendar quarter). For purposes of the Investment Advisory Agreement, “gross assets” means the Company’s total assets determined on a consolidated basis in accordance with U.S. GAAP, excluding cash and cash equivalents, but including assets purchased with borrowed amounts.

For the three and six months ended June 30, 2026, Management Fees were $1,035 and $1,881, respectively. For the three and six months ended June 30, 2025, Management Fees were $143 and $185, respectively.

As of June 30, 2026 and December 31, 2025, Management Fees payable were $1,035 and $589, respectively.

Incentive Fee

The Company pays to the Advisor an Incentive Fee that consists of two parts: (i) an Investment Income Incentive Fee and (ii) a Capital Gains Incentive Fee. The Investment Income Incentive Fee is calculated and payable on a quarterly basis, in arrears, and equals 10.0% (17.5% in the event of an Exchange Listing) of Pre-Incentive Fee Net Investment Income (defined below) for the immediately preceding calendar quarter, subject to a quarterly preferred return of 1.50% (i.e., 6.0% annualized), or “Hurdle,” measured on a quarterly basis and subject to a 100% “catch-up” feature.

“Pre-Incentive Fee Net Investment Income” means interest income, dividend income and any other income (including any accrued income that the Company has not yet received in cash, interest in the form of securities received rather than cash, including original issuance discount (“OID”), PIK and zero coupon investments, and any other fees such as commitment, origination, structuring, diligence, consulting, or other fees that the Company receives from portfolio companies) accrued during the calendar quarter minus the Company’s operating expenses accrued during the calendar quarter (including the Management Fee, administrative expenses and any interest expense and dividends paid on issued and outstanding preferred stock, but excluding the Incentive Fee). These calculations shall be appropriately adjusted for any share issuances or repurchases during the quarter (based on the actual number of days elapsed relative to the total number of days in such calendar quarter).

Pre-Incentive Fee Net Investment Income for the immediately preceding calendar quarter, expressed as a rate of return on the value of the Company’s net assets at the beginning of the immediately preceding calendar quarter, is compared to a “Hurdle Amount” equal to the product of (i) the Hurdle rate of 1.50% per quarter (6.0% annualized) and (ii) the Company’s net assets (defined as total assets less indebtedness and before taking into account any Incentive Fees payable during the period) at the beginning of the immediately preceding calendar quarter.

The Company pays the Advisor an Investment Income Incentive Fee in each calendar quarter as follows:

The “Capital Gains Incentive Fee” is an annual fee that is determined and payable, in arrears, as of the end of each calendar year (or upon termination of the Investment Advisory Agreement) in an amount equal to 10.0% (17.5% in the event of an Exchange Listing) of realized capital gains, if any, determined on a cumulative basis from the commencement of the Company’s investment operations (based on the fair market value of each investment as of such date) through the end of such calendar year (or upon termination of the Investment Advisory Agreement), computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis from the commencement of the Company’s investment operations (based on the fair market value of each investment as of such date) through the end of such calendar year (or upon termination of the Investment Advisory Agreement), less the aggregate amount of any previously paid Capital Gains Incentive Fees.

The Company accrues, but does not pay, a Capital Gains Incentive Fee with respect to any unrealized appreciation because a Capital Gains Incentive Fee would be owed to the Advisor if the Company were to sell the relevant investment and realize a capital gain.

The fees that are payable under the Investment Advisory Agreement for any partial period will be appropriately prorated.

For the three and six months ended June 30, 2026, the Company accrued Investment Income Incentive Fees of $768 and $1,370, respectively. For the three and six months ended June 30, 2025, the Company did not accrue or incur any Investment Income Incentive Fees. As of June 30, 2026 and December 31, 2025, $768 and $413, respectively, was payable to the Advisor for Investment Income Incentive Fees.

For the three months ended June 30, 2026, the Company did not accrue any Capital Gains Incentive Fee as unrealized losses during the period were in excess of realized and unrealized gains. For the six months ended June 30, 2026, the Company accrued Capital Gains Incentive Fees of $(126), representing a reversal of previously accrued amounts. For the three and six months ended June 30, 2025, the Company did not accrue any Capital Gains Incentive Fee since there were no net realized or unrealized gains as of such date.

Administration Agreement

On June 18, 2024, the Company entered into an administration agreement (the “Administration Agreement”) with an affiliate of the Advisor, 5C Investment Partners Administrator LLC (the “Administrator”). Under the terms of the Administration Agreement, the Administrator provides, or oversees the performance of, certain administrative and compliance services to the Company. These services include, but are not limited to, providing office facilities and equipment, maintaining financial and other records, preparing reports to stockholders and reports filed with the SEC, and generally overseeing the payment of the Company’s expenses and the performance of administrative and professional services rendered to the Company by others. These services are reimbursable to the Administrator under the terms of the Administration Agreement. In addition, with consent of the Company’s Board of Directors, the Administrator is permitted to delegate its duties under the Administration Agreement to affiliates or third parties, and the Company pays or reimburses the Administrator for certain expenses incurred by any such affiliates or third parties for work done on its behalf.

The initial term of the Administration Agreement was two years. In May 2026, the Board renewed the Administration Agreement. Unless earlier terminated, the Administration Agreement will remain in effect from year-to-year if approved annually by (i) a majority of the Board of Directors or holders of a majority of the Company’s outstanding Common Stock and (ii) a majority of those Directors who are not “interested persons” (as defined in the 1940 Act) of any party to the Administration Agreement. The Company or the Administrator may terminate the Administration Agreement, without payment of any penalty, upon sixty (60) days’ written notice.

For the three and six months ended June 30, 2026, the Company incurred administrative service expenses of $635 and $1,241, respectively, payable to the Administrator under the terms of the Administration Agreement.

For the three and six months ended June 30, 2025, the Company incurred administrative service expenses of $741 and $1,587, respectively, payable to the Administrator under the terms of the Administration Agreement. For the three and six months ended June 30, 2025, $0 and $762, respectively, of these expenses have been waived by the Advisor, and will not be subject to reimbursement by the Company. For the three and six months ended June 30, 2025, $741 and $824, respectively, of these administrative service expenses are subject to conditional reimbursement by the Company, pursuant to the Expense Support Agreement.

Sub-Administration Agreement

On July 30, 2024, the Administrator, on behalf of the Company, entered into a sub-administration agreement (the “Sub-Administration Agreement”) with U.S. Bancorp Fund Services, LLC (the “Sub-Administrator”) pursuant to which the Sub-Administrator provides various administrative and accounting services to the Company. The initial term of the Sub-Administration Agreement is three years from the effective date of the Sub-Administration Agreement. The Company or the Sub-Administrator may terminate the Sub-Administration Agreement, without payment of any penalty, upon ninety (90) days’ written notice.

Expense Support Agreement

On June 18, 2024, the Company entered into an Expense Support and Conditional Reimbursement Agreement (the “Expense Support Agreement” or “ESA”) with the Advisor, pursuant to which the Advisor may elect to pay certain of the Company’s expenses, including those expenses incurred prior to the first drawdown date which occurred on September 26, 2024, on the Company’s behalf (“ESA Expense Payments”), provided that no portion of such ESA Expense Payments will be used to pay any interest expense or distribution and/or stockholder servicing fees. Any ESA Expense Payment that the Advisor commits to pay must be paid by the Advisor to or on behalf of the Company in any combination of cash or other immediately available funds no later than ninety days after such commitment is made in writing, and/or offset against amounts due from the Company to the Advisor or its affiliates.

Following any calendar quarter in which Available Operating Funds (as defined below) exceed the cumulative distributions accrued to the Company’s stockholders based on distributions declared with respect to record dates occurring in such calendar quarter (the amount of such excess referred to as “Excess Operating Funds”), the Company will pay such Excess Operating Funds, or a portion thereof, to the Advisor until such time as all ESA Expense Payments made by the Advisor to the Company within three years prior to the last business day of such calendar quarter have been reimbursed. As a result, no amounts subject to the Expense Support Agreement will be reimbursed after three years from the date of the respective ESA Expense Payment. Any payments required to be made by the Company under the Expense Support Agreement are referred to as an “ESA Reimbursement Payment.” “Available Operating Funds” means the sum of (i) the Company’s net investment company taxable income (including net short-term capital gains reduced by net long-term capital losses), (ii) the Company’s net capital gains (including the excess of net long-term capital gains over net short-term capital losses) and (iii) dividends and other distributions paid to the Company on account of investments in portfolio companies (to the extent such amounts listed in clause (iii) are not included under clauses (i) and (ii) above).

The amount of the ESA Reimbursement Payment for any calendar quarter will equal the lesser of (i) the Excess Operating Funds in such quarter and (ii) the aggregate amount of all ESA Expense Payments made by the Advisor to the Company within three years prior to the last business day of such calendar quarter that have not been previously reimbursed by the Company to the Advisor; provided that the Advisor may waive its right to receive all or a portion of any ESA Reimbursement Payment in any particular calendar quarter, in which case such waived amount will remain unreimbursed ESA Expense Payments reimbursable in future quarters pursuant to the terms of the Expense Support Agreement.

The Company’s obligation to make an ESA Reimbursement Payment will automatically become a liability on the last business day of the applicable calendar quarter, except to the extent the Advisor has waived its right to receive such payment for the applicable quarter. The ESA Reimbursement Payment for any calendar quarter will be paid by the Company to the Advisor in any combination of cash or other immediately available funds as promptly as possible following such calendar quarter and in no event later than ninety (90) days after the end of such calendar quarter.

No ESA Reimbursement Payment for any applicable calendar quarter shall be made if: (1) the Effective Rate of Distributions Per Share declared by the Company at the time of such proposed ESA Reimbursement Payment is less than the Effective Rate of Distributions Per Share at the time the ESA Expense Payment was made to which such ESA Reimbursement Payment relates, or (2) the Company’s Operating Expense Ratio at the time of such proposed ESA Reimbursement Payment is greater than the Operating Expense Ratio at the time the ESA Expense Payment was made to which such ESA Reimbursement Payment relates. “Effective Rate of Distributions Per Share” means the annualized rate (based on a 365-day year) of regular cash distributions per share exclusive of returns of capital and declared special dividends or special distributions, if any. The “Operating Expense Ratio” is calculated by dividing all of the Company’s operating costs and expenses incurred, as determined in accordance with generally accepted accounting principles for investment companies, less organizational and offering expenses, Management Fees and Incentive Fees owed to the Advisor, and interest expense, by the Company’s net assets.

Either the Company or the Advisor may terminate the Expense Support Agreement at any time, with or without notice, without the payment of any penalty, provided that any ESA Expense Payments that have not been reimbursed by the Company to the Advisor will remain the Company’s obligation following any such termination, subject to the terms of the Expense Support Agreement.

As of June 30, 2026, the Advisor has provided written commitments for ESA Expense Payments in the amount of $7,731 related to expenses incurred by the Company since inception. At the time expenses paid by the Advisor on behalf of the Company meet the conditions for reimbursement under the Expense Support Agreement, the Company will recognize the liability as due to affiliate. For the three and six months ended June 30, 2026, the Company recognized $1,071 and $3,843, respectively, of ESA Reimbursement Payment obligations related to ESA Expense Payments made by the Advisor in previous quarters. For the three and six months ended June 30, 2025, the Company recognized $1,615 and $2,078 respectively, of ESA Reimbursement Payment obligations related to ESA Expense Payments made by the Advisor in previous quarters. Pursuant to the Expense Support Agreement, ESA Reimbursement Payments shall be deemed to relate to the earliest unreimbursed ESA Expense Payments made by the Advisor. As of June 30, 2026 and December 31, 2025, there was $1,071 and $560, respectively, included within due to affiliates for reimbursement of expense support.

Expense Limitation Agreement

On May 5, 2026, the Company entered into an agreement with the Advisor (the “Expense Limitation Agreement”), which generally replaced the Expense Support Agreement, dated June 18, 2024. The Expense Limitation Agreement limits certain of the Company’s Operating Expenses (as defined below) to no more than 0.25% of the Company’s average quarterly Gross Assets (as defined below) for such quarter. Accordingly, the Advisor has agreed to reimburse the Company for certain Operating Expenses on a quarterly basis, beginning with the quarter that commenced on April 1, 2026 (any such payment made by the Advisor, an “Expense Payment”), and the Company has agreed to later repay such amounts (any such payment by the Company, a “Reimbursement Payment”), pursuant to the terms of the Expense Limitation Agreement. In addition, the Advisor may reimburse the Company for, or pay on its behalf, any additional percentage of the Company’s average quarterly Gross Assets, only to the extent deemed appropriate in the sole discretion of the Advisor. The actual amount of Operating Expenses incurred by the Company in any applicable quarter after deducting any Expense Payment (but not below zero), as a percentage of the Company’s average quarterly Gross Assets, is referred to as the “Percentage Limit.” For the purposes of the Expense Limitation Agreement, “Operating Expenses” means all of the Company’s operating costs and expenses incurred, as determined in accordance with generally accepted accounting principles for investment companies, excluding Management Fees and Incentive Fees, financing fees and costs, interest expense, taxes, litigation expenses, underwriter costs and expenses, reimbursements due to the Advisor under the Expense Support Agreement and the Expense Limitation Agreement, and extraordinary or non-routine expenses not incurred in the ordinary course of the Company’s business. In addition, for purposes of the Expense Limitation Agreement, “Gross Assets” means, as of any date of determination, the greater of (x) the actual gross assets of the Company or (y) $2.0 billion plus 1.25x assumed leverage ($4.5 billion in the aggregate).

Any Expense Payment made by the Advisor pursuant to the Expense Limitation Agreement will be subject to conditional reimbursement by the Company on a quarterly basis within the three years of the last calendar day of the calendar quarter in which the Expense Payment was made, provided that, the Operating Expenses (less any fees or expenses waived or reimbursed by the Advisor) for the applicable quarter, expressed as a percentage of the Company’s average Gross Assets during such quarter, is equal to or less than the Percentage Limit that was in effect at the time when the applicable Expense Payment was made. Any such payments required to be made by the Company pursuant to the Expense Limitation Agreement are referred to as “Reimbursement Payments.” The Company’s obligation to make a Reimbursement Payment shall automatically become a liability of the Company on the last business day of the applicable quarter, except to the extent the Advisor has waived its right to receive such payment for such quarter. The Reimbursement Payment for any quarter shall be paid by the Company to the Advisor in any combination of cash or other immediately available funds as promptly as possible following the applicable quarter and in no event later than 90 days after the end of such quarter. In addition, all Reimbursement Payments under the Expense Limitation Agreement shall be deemed to relate to the earliest unreimbursed Expense Payments made by the Advisor to, or on behalf of, the Company within three years prior to the last business day of the applicable quarter in which such Reimbursement Payment obligation is accrued.

All existing expenses of the Company incurred up to March 31, 2026 and the Company’s existing obligations to make ESA Expense Payments or ESA Reimbursement Payments in connection therewith shall be governed by the terms of the Expense Support Agreement, and all expenses of the Company incurred on or after April 1, 2026, and thereafter, shall be governed by the terms of the Expense Limitation Agreement.

The Company or the Advisor may terminate the Expense Limitation Agreement at any time, without penalty, with or without notice. The Expense Limitation Agreement will automatically terminate in the event (a) of the termination by the Company of the Investment Advisory Agreement, (b) the Board of Directors makes a determination to dissolve or liquidate the Company, or (c) the Company consummates an Exchange Listing or a sale of all or substantially all of the Company’s assets to, or a merger or other liquidity transaction with, an entity in which the Company’s Stockholders receive shares of a publicly traded company that continues to be managed by the Advisor or an affiliate thereof. Upon termination of the Expense Limitation Agreement, the Company will be required to fund any Expense Payments, subject to the aforementioned requirements per the Expense Limitation Agreement, that have not been reimbursed by the Company to the Advisor.

For the three and six months ended June 30, 2026, there were no expenses paid or committed to be paid by the Advisor under the Expense Limitation Agreement.

Co-Investment Transactions Exemptive Relief

The Company was granted an exemptive order from the SEC which permits the Company, subject to the satisfaction of specific conditions and requirements, to co-invest in privately negotiated investment transactions with certain affiliates of the Advisor.

License Agreement

On June 18, 2024, the Company entered into a License Agreement (the “License Agreement”) with 5C Investment Partners LP, pursuant to which the Company has been granted a non-exclusive, royalty-free license to use the name “5C”. Under the License Agreement, the Company has a right to use the 5C name for so long as the Advisor or one of its affiliates provides investment advisory services to the Company pursuant to the Investment Advisory Agreement.

Due to Affiliate

As of June 30, 2026 and December 31, 2025, 5C Investment Partners LP, an affiliate of the Advisor, had paid or agreed to pay $763 and $386, respectively, of offering costs, and $30 and $135, respectively, of financing costs on behalf of the Company, which represents a liability of the Company.