AGREEMENT

1. NOW, THEREFORE, in consideration of the premises and the mutual promises and covenants contained herein, the New Member and the Existing Member, intending to be legally bound, hereby agree as follows:

2. Transferred Interests. Upon the terms and subject to the conditions set forth in this Agreement, the Existing Member hereby irrevocably sells, assigns, transfers and delivers to the New Member, and the New Member hereby purchases, all of the Existing Member’s right, title and interest in and to the Transferred Interests, free and clear of all liens, encumbrances, security interests, pledges, options, claims and rights of others of any nature whatsoever.

3. Costs. The New Member and the Existing Member shall be solely responsible for their own respective costs and expenses (including without limitation legal and accounting fees) incurred in connection with the transactions contemplated by this Agreement. It is acknowledged that there will be no broker’s commission, finder fee or similar fee payable in connection with this transaction.

4. Further Assurance. At any time and from time to time after the date hereof, the New Member or the Existing Member shall promptly execute and deliver all such further agreements, certificates, instruments and documents, or perform such further actions, as may be requested, in order to fully consummate the transactions contemplated hereby regarding the sale of the Transferred Interests and carry out the purposes and intent of this Agreement.

5. Entire Agreement. This Agreement and the other documents referred to herein constitute the entire agreement among the parties hereto with respect to the subject matter hereof and supersede all other prior and contemporaneous agreements and undertakings among the parties (whether oral or written) with respect to its subject matter.

6. Parties in Interest. This Agreement is binding upon, inures to the benefit of, and is enforceable by the parties hereto, and their respective heirs, executors, personal representatives, successors and assigns. No party hereto may assign its or his rights or delegate its or his obligations hereunder without the written consent of the other party hereto.

7. Headings. The Section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

8. Severability. Any provision of this Agreement which is invalid, illegal, or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective only to the extent of such invalidity, illegality or unenforceability, without in any way affecting the remaining provisions hereof in such jurisdiction or rendering that or any other provision of this Agreement invalid, illegal or unenforceable in any other jurisdiction.

9. Governing Law. This Agreement shall be construed and enforced in accordance with, and governed by, the laws of the State of Delaware, without giving effect to the conflict of laws provisions thereof.

10. Waiver. No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any right, power or privilege hereunder, or any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

11. Counterparts; Electronic Execution. This Agreement may be accepted electronically by each party, and each such electronic acceptance shall be deemed an original, and all of which together shall constitute one and the same document. The parties agree that this Agreement may be executed and delivered by electronic means, that electronic acceptance through the platform shall be binding, and that neither party shall contest the validity or enforceability of this Agreement solely on the basis that it was accepted electronically.

12. Indemnification. The Existing Member agrees to indemnify and hold harmless the Manager of the SPV, the Administrator, the SPV, and each of their respective affiliates, officers, directors, employees, and agents (collectively, the “Indemnified Parties”), from and against any and all losses, claims, damages, liabilities, or expenses (including reasonable attorneys’ fees) arising out of or relating to (i) any breach of the Existing Member’s representations, warranties, or covenants under this Agreement, or (ii) any claim of ownership, lien, encumbrance, or other adverse interest in the Transferred Interests arising prior to the Effective Date. The indemnification provided herein shall apply equally for the benefit of the Manager, the Administrator, and the SPV, regardless of whether such claims arise directly or indirectly from actions taken in good faith in the performance of their respective duties.

13. Tax Matters. Each of the Existing Member and the New Member acknowledges and agrees that it has consulted, or has had the opportunity to consult, with its own tax, legal, and financial advisors regarding the federal, state, local, and non-U.S. tax consequences of the transfer of the Transferred Interests. Each party shall be solely responsible for any tax liability arising from this transfer, and neither the SPV, the Manager of the SPV, nor the Administrator shall have any responsibility or liability with respect thereto.

14. KYC/AML Requirements. The New Member acknowledges that its admission as a substituted member of the SPV is subject to completion of all applicable “know-your-customer” and anti-money laundering procedures required by the SPV, the Manager, the Administrator, or any regulatory authority. The New Member agrees to provide all documentation reasonably requested by any of the foregoing parties to satisfy such requirements, and understands that failure to do so may delay or prevent the effectiveness of the transfer. The New Member further acknowledges that the Manager and the Administrator may rely on the accuracy and completeness of such information for ongoing compliance obligations.

15. Electronic Acceptance and Signature. Each party acknowledges and agrees that clicking “I Agree,” checking the acceptance box, and/or otherwise affirmatively indicating acceptance on the platform constitutes that party’s express agreement to, and intent to be legally bound by, this Agreement. Each party agrees that such affirmative action constitutes an electronic signature within the meaning of the U.S. Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq., the “E-SIGN Act”) and the Uniform Electronic Transactions Act (“UETA”) as adopted in the applicable jurisdiction, and has the same force and effect as a handwritten signature. Each party acknowledges that the platform will record the identity of the accepting party, the date and time of acceptance, and other transaction metadata (which may include the version of this Agreement accepted and the network address from which acceptance was made), and agrees that such records constitute conclusive evidence of acceptance and may be relied upon by the SPV, the Manager, and the Administrator.

16. Consent to Electronic Records and Transactions. Each party consents to conduct this transaction electronically and to receive this Agreement, the exhibits, and all related notices, disclosures, and records (collectively, “Records”) in electronic form. Each party represents that it is able to access, view, download, and retain the Records in the electronic form provided, and that it has had the opportunity to do so before accepting. A party may decline to transact electronically at any time before accepting this Agreement by not completing the electronic acceptance and contacting the Manager or Administrator; withdrawal of consent does not affect the validity of any transaction completed before such withdrawal. Each party may request a paper or non-electronic copy of any Record by contacting the Manager or Administrator using the contact details made available on the platform.

17. Acknowledgment of Review and Authority. Each party acknowledges that, before accepting, it had the opportunity to read and review the full text of this Agreement and all exhibits, including the transaction summary, and to consult its own advisors, and that it had a meaningful opportunity to decline. Each individual accepting this Agreement on behalf of a party represents and warrants that he or she is at least 18 years of age and is duly authorized to accept this Agreement and to bind that party to it.