Note 7. Related Party Transactions

Investment Advisory Agreement

The Company is a party to the amended and restated investment advisory agreement, dated June 12, 2024, by and between the Company and the Adviser (the “Investment Advisory Agreement”). Pursuant to the Investment Advisory Agreement, the Company pays the Adviser a fee for its investment advisory and management services consisting of two components—a base management fee and an incentive fee. The cost of both the base management fee and the incentive fee will ultimately be borne by the shareholders.

Base Management Fee

Pursuant to the Investment Advisory Agreement, prior to a Public Listing, the Company pays to the Adviser a fee (the “Management Fee”) for management services in an amount equal to an annual rate of 0.75% of the Company's "Adjusted Gross Assets". The Company's Adjusted Gross Assets is the average of the accreted or amortized cost basis of the Company's portfolio investments, excluding cash and cash equivalents and undrawn capital commitments at the end of the two most recently completed fiscal quarters (and, in the case of the first quarter-end following the Initial Closing, at the end of such fiscal quarter-end). The Management Fee is payable quarterly in arrears. Pursuant to the Investment Advisory Agreement, beginning with the first full calendar quarter following Public Listing, the Company will pay to the Adviser the Management Fee in an amount equal to an annual rate of 1.00% of the Adjusted Gross Assets payable quarterly in arrears (and, in the case of the first full calendar quarter-end following a Public Listing, at the end of such fiscal quarter-end).

For the three and six months ended June 30, 2026, the Company incurred base management fees to the Adviser of $1.6 million and $3.2 million, respectively.

For the three and six months ended June 30, 2025, the Company incurred base management fees to the Adviser of $1.6 million and $3.1 million, respectively.

As of June 30, 2026 and December 31, 2025, $1.6 million and $1.6 million, respectively, was included in “base management fees payable” in the accompanying consolidated statements of assets and liabilities.

Income Incentive Fee and Capital Gain Incentive Fee Calculation

Pursuant to the Investment Advisory Agreement, the Company pays to the Adviser an incentive fee consisting of two components – an incentive fee based on a percentage of net investment income (the "Income Incentive Fee") and an incentive fee based on a percentage of capital gains (the "Capital Gains Incentive Fee"). The two components of the incentive fee are independent of each other and therefore, one component may be payable to the Adviser even if the other component is not payable to the Adviser.

Income Incentive Fee

The first part of the incentive fee, the Income Incentive Fee, is calculated and payable quarterly in arrears.

Prior to a Public Listing, under the Investment Advisory Agreement, the Income Incentive Fee will be calculated, subject to the Incentive Fee Cap (as defined below), and payable quarterly in arrears in respect of the Trailing Twelve Quarters as follows:

Beginning with the first full calendar quarter following a Public Listing, under the Investment Advisory Agreement, the Income Incentive Fee will be calculated, subject to the Incentive Fee Cap, and payable quarterly in arrears in respect of the Trailing Twelve Quarters as follows:

“Pre-incentive fee net investment income” means interest income, dividend income, accrued interest on the Subordinated Certificates, and any other income including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies accrued during the relevant calendar quarter, minus its operating expenses during the relevant calendar quarters including the Management Fee, expenses payable under the Administration Agreement (as defined below), and any interest expense and any dividends paid on any issued and outstanding preferred stock, but excluding the Income Incentive Fee. Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with PIK interest and zero coupon securities), accrued income that we have not yet received in cash. Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.

The Income Incentive Fee for a particular quarter is subject to a cap (the "Incentive Fee Cap”). Beginning with the first full calendar quarter following a Public Listing, the Incentive Fee Cap is equal to the difference between (x) 12.5% of the Cumulative Net Return (as defined below) from the calendar quarter then ending and the eleven preceding calendar quarters (such period the “Trailing Twelve Quarters”) and (y) the aggregate Income Incentive Fees that were paid to the Adviser by the Company in respect of the first eleven calendar quarters (or the portion thereof) included in the relevant Trailing Twelve Quarters. Following a Public Listing, the Incentive Fee Cap will be equal to the difference between (x) 17.5% of the Cumulative Net Return during the relevant Trailing Twelve Quarters and (y) the aggregate Income Incentive Fees that were paid to the Adviser by the Company in respect of the first eleven calendar quarters (or the portion thereof) included in the relevant Trailing Twelve Quarters. Cumulative Net Return is defined as the sum of (a) pre-incentive fee net investment income in respect of the relevant Trailing Twelve Quarters and (b) cumulative aggregate realized capital gains, cumulative aggregate realized capital losses, cumulative aggregate unrealized capital depreciation and cumulative aggregate unrealized capital appreciation in respect of the relevant Trailing Twelve Quarters.

For the three and six months ended June 30, 2026, the Company incurred an Income Incentive Fee of $1.0 million and $1.2 million, respectively.

For the three and six months ended June 30, 2025, the Company incurred an Income Incentive Fee of $0.5 million and $1.4 million, respectively.

As of June 30, 2026 and December 31, 2025, $1.0 million and $1.4 million, respectively, was included in “Income-based incentive fee payable” in the accompanying consolidated statements of assets and liabilities.

Capital Gains Incentive Fee

The second part of the incentive fee, the capital gains incentive fee ("Capital Gains Incentive Fee"), is determined and payable in arrears as of the end of each fiscal year. Prior to a Public Listing, the amount of Capital Gains Incentive Fee is equal to 12.5% of the Company’s realized capital gains, if any, on a cumulative basis from inception through the end of the fiscal year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees. Beginning with the first full calendar quarter following a Public Listing, the Capital Gains Incentive Fee will be equal to 17.5% of the Company’s realized capital gains, if any, on a cumulative basis from inception through the end of the fiscal year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gains incentive fees.

For the three and six months ended June 30, 2026 and 2025, the Company did not incur a Capital Gains Incentive Fee.

In addition, the Adviser and its affiliates pay to the Company its allocable portion of any transaction, advisory or similar fees received in connection with the Company’s investment activities. The Adviser determines the Company’s allocable portion of such fees based on the Company’s ownership of the investment or securities related to the activity or investment, as applicable. The Adviser and its affiliates retain a portion of any transaction or transaction-related fee (including break-up fees, structuring fees, monitoring fees, commitment fees, or brokerage or underwriting compensation), advisory fees, or similar fees received in connection with the Company’s investment activities to the extent permitted by the 1940 Act, and may earn other transaction or transaction-related fees, advisory fees, or similar fees from the same transactions from sources other than the Company.

Administration Agreement

The Company is a party to an administration agreement, dated September 6, 2023, (the "Administration Agreement"), by and between the Company and Varagon (in its capacity as the administrator, the "Administrator"). Pursuant to the Administration Agreement, the Administrator (or one or more delegated service providers) furnishes the Company with office facilities, together with equipment and clerical, bookkeeping and recordkeeping services at such facilities. Under the Administration Agreement, the Administrator also performs, or oversees the performance of, the Company’s required administrative services, which includes being responsible for the financial records that the Company is required to maintain and preparing reports to the Company’s shareholders and reports filed with the SEC and otherwise assists with the Company’s compliance with the rules and regulations applicable to a BDC and RIC. In addition, the Administrator assists the Company in determining and publishing the Company’s net asset value, overseeing the preparation and filing of the Company’s tax returns and the printing and dissemination of reports to the Company’s shareholders, and generally overseeing the payment of the Company’s expenses and the performance of administrative and professional services rendered to the Company by others. The Administrator will charge the Company only for the actual expenses it incurs on its behalf, or its allocable portion thereof, without any profit to the Administrator.

For the three and six months ended June 30, 2026, the Company recorded administrator expenses of $0.2 million and $0.5 million, respectively.

For the three and six months ended June 30, 2025, the Company recorded administrator expenses of $0.3 million and $0.5 million, respectively.

As of June 30, 2026 and December 31, 2025, the Company had $0.2 million and $0.2 million, respectively, in "Administrator expenses payable" in the accompanying consolidated statements of assets and liabilities.

On June 2, 2022, the Administrator also entered into a sub-administration agreement with State Street Bank and Trust Company (the “Sub-Administrator”), under which the Sub-Administrator provides various accounting and administrative services to the Company, subject to the oversight of the Administrator, including preparing certain financial information, providing certain treasury services, and providing certain fund accounting services. The Company, on behalf of the Administrator, will pay the Sub-Administrator fees for its services as it determines are commercially reasonable in its sole discretion and for all reasonable expenses. To the extent that the Sub-Administrator outsources any of its functions, the Sub-Administrator pays any compensation associated with such functions.

Expense Reimbursement Agreement

On June 2, 2022, the Company and the Adviser entered into an expense reimbursement agreement (the “Expense Reimbursement Agreement”) pursuant to which the Company reimburses the Adviser or Varagon, as applicable, for any organizational and offering expenses incurred by the Company and funded by the Adviser or Varagon. The Adviser elected to incur the organizational and offering expenses associated with the Company for the period from July 31, 2019 through March 29, 2022. Such organizational and offering expenses are not reimbursable by the Company (See "Note 2. Significant Accounting Policies").

Pursuant to the terms of the Expense Reimbursement Agreement, any such reimbursement will be made during the first four fiscal quarters following the 24-month period after the Initial Closing (the “Fundraising Period”), which ended on December 2, 2025. For the avoidance of doubt the Company must reimburse the Adviser or, as applicable, Varagon, for the organizational and offering expenses incurred by the Company during the first four fiscal quarters following the extended Fundraising Period (i.e. beginning with the fiscal quarter ending March 31, 2026). The Company’s obligation to reimburse the Adviser or Varagon, as applicable, under the Expense Reimbursement Agreement automatically became a liability of the Company on June 2, 2022, when the Company elected to be regulated as a BDC under the 1940 Act. For the avoidance of doubt, reimbursements under the Expense Reimbursement Agreement are not conditioned on any performance threshold and are not considered a contingent liability for accounting purposes.

The Adviser elected to incur the Organizational and Offering Expenses associated with the Company for the period from July 31, 2019 through March 29, 2022. As of December 31, 2025, all Organizational and Offering Expenses incurred by the Company were reimbursed to the Adviser or Varagon, as applicable.

Fronting Letter Agreement

On December 15, 2022, the Company and Varagon entered into a Fronting Letter Agreement (the “Fronting Letter”). Pursuant to the Fronting Letter, for purposes of facilitating the Company’s funding obligations under or in connection with one or more of the Company's portfolio investments, upon request by the Company or the Adviser, and the consent of Varagon, Varagon will advance up to an aggregate amount of $15.0 million to the Company (each advance, a "Fronted Amount"). No fees or interest is payable to Varagon by the Company with respect to any Fronted Amount. Each Fronted Amount will be reimbursed to Varagon by the Company within 90 days of receipt without any interest or fees.

As of June 30, 2026 and December 31, 2025, there were no Fronted Amounts advanced by the Company from Varagon.

Placement Agent Agreements

On September 6, 2023, the Adviser entered into an agreement with Man Investments Inc. on behalf of the Company, pursuant to which Man Investments Inc., assists the Company in conducting any private placement of its shares of common stock (the "Man Placement Agent Agreement"). On October 13, 2023, the Adviser entered into an agreement with Man Investments Inc. on behalf of the Company,

pursuant to which Man Investments Inc. assists the Company in conducting any private placement of its shares of common stock in Canada (together with the Man Placement Agent Agreement, the "Placement Agent Agreements").

For avoidance of doubt, the Adviser or its affiliates are solely responsible for any placement or “finder’s” fees payable to any placement agents engaged by the Adviser on behalf of the Company in connection with any private placement of its shares of common stock.