Background

A. Existing Member owns Existing Membership ownership of the SPV.

B. Existing Member desires to transfer, and New Member desires to receive membership interests of SPV in an amount equal to New Member Proposed Interest pursuant and subject to the terms and conditions set forth herein. The foregoing membership interests to be transferred from Existing Member to New Member are sometimes hereinafter called the “Transferred Interests.”

Agreement

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

1. Transferred Interests. Upon the terms and subject to the conditions set forth in this Agreement, Existing Member hereby irrevocably sells, assigns, transfers and delivers to New Member, and New Member hereby purchases, all of 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.

2. Costs. New Member and 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.

3. Further Assurance. At any time and from time to time after the date hereof, New Member or 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

10. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same document. Confirmation of execution by electronic transmission of a facsimile signature page shall be binding upon any party so confirming.

11. 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.

12. 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.

13. 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.

Representations and Warranties numbered one through nine of Existing Member and New Member:

1. The Existing Member is a member in good standing of the SPV.

2. The Existing Member purchased their Existing Member Interest in the SPV directly from the SPV in a private placement not involving any public offering on the date shown on records of the SPV.

3. The Existing Member’s purchase was memorialized by a signed Subscription Agreement. The Subscription Agreement was true and accurate at the time of execution and its key provisions remain true and accurate on the Effective Date. The New Member will comply with all applicable laws and regulations and hereby agrees to be treated as an additional signatory to the original Existing Member Subscription Agreements regarding the SPV and re-affirms all the provisions and representations therein as if made by the New Member as of the Effective Date.

4. The Existing Member has continually owned all of and is the sole owner of each of the Existing Member Interest and no lien or encumbrance applies to any of the Transferred Interests and no other impediment exists to the proposed transfer of the Transferred Interests to the New Member. And the consent of no other person is needed for the Existing Member to transfer the Transferred Interests to the New Member.

5. The Existing Member and the New Member warrant and represent that the New Member meets one of the representations regarding its status as an “Accredited Investor” (within the meaning of Rule 501 under the Securities Act of 1933) or status as a “Qualified Purchaser” (within the meaning of Section 2(a)(51) under the Investment Company Act of 1940).

6. The Existing Member agrees that it will pay the sum of $1,000 per interest for the SPV Interest being transferred for reasonable expenses incurred by the Administrator in connection with the requested Transferred Interest. The Existing Member agrees that he/she/it will remain liable for Existing Member obligations under the Operating Agreement of the SPV as required to be paid with respect to his/her/its Interest prior to the time when the New Member is admitted as a substituted member under the Operating Agreement.

7. The Existing Member and the New Member have both read and understood the Subscription Agreement and Operating Agreement of the SPV and represent that they have conformed and comply with each representation and warrant required of each party therein.

8. The New Member has received and read a copy of the SPV's confidential private placement memorandum and fully understands the risks and expenses of an investment in, the SPV.

9. On or before the Effective Date, the New Member will provide to the Administrator a completed Form W-9 or Form W-8, whichever is applicable.