Item 3.02. Unregistered Sales of
On
The sale of Common Stock was made pursuant to the subscription agreements (collectively, the "Subscription Agreements") entered into with certain investors. Pursuant to their respective Subscription Agreements, each Investor is required to fund drawdowns to purchase shares of Common Stock up to the amount of their respective capital commitments on an as-needed basis at a per share price that is not less than the net asset value per share of Common Stock to be acquired.
The issuance of the Common Stock is exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) thereof and Regulation D thereunder. The Company relied, in part, upon representations from investors in the relevant Subscription Agreements that each Investor is an "accredited investor," as defined in Regulation D under the Securities Act.
The description above is only a summary of the material provisions of the
Subscription Agreements and is qualified in its entirety by reference to a copy
of the form of Subscription Agreement, which is filed as Exhibit 1.2 to the
Company's Current Report on Form 8-K filed on
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 1.1 Form of Subscription Agreement.(incorporated by reference to Exhibit 1.2 of the Company's Current Report on Form 8-K, filed onApril 7 , 2022).
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