Investment Consent Form

Investment Consent Form

This Investment Consent Form (the "Agreement") is made as of Effective Date: by and between Investor Name: and Investment Manager Name: (each a "Party" and collectively the "Parties").

Recitals

WHEREAS, Investor desires to authorize and consent to an investment as set forth below, subject to the terms and conditions of this Agreement; and

WHEREAS, Investment Manager has the authority to effect investments on behalf of certain accounts or vehicles and requires written consent from Investor for the specific investment described herein; and

WHEREAS, the Parties wish to set forth their respective representations, consents, acknowledgements and the terms governing the Investment.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. Consent to Investment

1.1 Investor hereby irrevocably consents to and authorizes Investment Manager to commit, transfer, purchase or otherwise allocate funds in connection with the investment described below (the "Investment") in accordance with the terms of this Agreement.

1.2 Investment Description:

1.3 Commitment Amount: $ to be provided by Investor pursuant to the terms set forth herein.

2. Allocation and Funding

2.1 Investor shall deliver funds in the amount referenced in Section 1.3 to the Investment Manager or the designated account on or before Funding Date: , unless otherwise agreed in writing.

2.2 Any adjustments to allocation percentages, rebalancing, or alternative funding arrangements shall require the prior written consent of Investor and Investment Manager.

3. Representations and Warranties

3.1 Investor represents and warrants that: (a) Investor has full power and authority to enter into and perform this Agreement; (b) the execution, delivery and performance of this Agreement have been duly authorized by all necessary action; and (c) the consent and funds provided will not violate any law, contract, trust instrument, or other obligation binding on Investor.

3.2 Investment Manager represents and warrants that it has the authority to accept Investor's consent and to take actions reasonably necessary to effect the Investment, and that such actions will be taken in accordance with applicable fiduciary duties and the terms of this Agreement.

4. Risk Acknowledgment

4.1 Investor acknowledges receipt of and understands the risk factors associated with the Investment, including the potential loss of principal, liquidity constraints, valuation uncertainty, leverage risk, and market volatility. Investor expressly confirms that Investor has had the opportunity to ask questions and obtain information concerning the Investment.

4.2 Risk Acknowledgement: I acknowledge that I have reviewed and accept the risks described above and any additional disclosures provided by Investment Manager.

5. Confidentiality

5.1 Each Party shall hold in confidence all non-public information received from the other Party in connection with the Investment and shall not disclose such information except (a) with the disclosing Party's prior written consent, (b) to its affiliates, counsel, auditors or advisors who need to know such information and who are bound by confidentiality obligations, or (c) as required by law.

6. Indemnification

6.1 Investor agrees to indemnify and hold harmless Investment Manager and its affiliates, officers, directors and employees from and against any losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of (a) Investor's breach of its representations, warranties or covenants in this Agreement, or (b) Investor's negligent or willful misconduct in connection with the Investment.

7. Termination

7.1 This Agreement shall remain effective until the earlier of (a) completion of the Investment, or (b) termination by mutual written agreement of the Parties. Termination shall not relieve either Party of liabilities or obligations incurred prior to termination.

8. Notices

8.1 All notices, demands or communications required or permitted hereunder shall be in writing and shall be delivered in accordance with the notice addresses provided above. Notice shall be effective upon receipt.

9. Amendments and Waiver

9.1 No amendment or modification of this Agreement shall be effective unless in writing and signed by both Parties. No failure or delay by either Party in exercising any right shall operate as a waiver of that right.

10. Counterparts

10.1 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 instrument. Facsimile or electronic copies of signatures shall be treated as original signatures.

11. Governing Law

11.1 This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

12. Entire Agreement

12.1 This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether written or oral.

13. Severability

13.1 If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired, and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that most closely approximates the economic effect and intent of the invalid provision.

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