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Item 5.03.
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal year
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Series A Term Preferred Stock
On October 21, 2021, the Company
filed with the Secretary of State of the State of Delaware the Certificate of Designation for the Series A Term Preferred Stock, which
designates a total of 1,600,000 as Series A Term Preferred Stock, with the following terms:
Liquidation Preference.
In the event of a liquidation, dissolution or winding up of the Company’s affairs, holders of Series A Term Preferred Stock
will be entitled to receive a liquidation distribution equal to the liquidation preference of $25 per share (the “Liquidation Preference”),
plus an amount equal to accumulated but unpaid dividends, if any, on such shares (whether or not earned or declared, but excluding interest
on such dividends) to, but excluding, the payment date.
Dividends. The Company
intends to pay monthly dividends on the Series A Term Preferred Stock at a fixed annual rate of 5.00% of the Liquidation Preference ($1.25
per share per year) (the “Dividend Rate”). The Company’s board of directors may determine not to pay, or may be precluded
from paying, such dividends if the board of directors believes it is not in the best interest of the Company’s stockholders or if
the Company fails to maintain the asset coverage required by the Investment Company Act of 1940, as amended (the “1940 Act”).
If the Company fails to redeem the Series A Term Preferred Stock as required on the Mandatory Redemption Date (as defined below) or fails
to pay any dividend on the payment date for such dividend, the Dividend Rate will increase by 2% per annum until the Company redeems the
Series A Term Preferred Stock or pays the dividend, as applicable. The Dividend Rate will be computed on the basis of a 360-day year consisting
of twelve 30-day months.
Cumulative cash dividends
on each share of Series A Term Preferred Stock will be payable monthly, when, as and if declared, or under authority granted, by the Company’s
board of directors out of funds legally available for such payment. With respect to the first two dividend periods, dividends of the shares
of Series A Term Preferred Stock will be paid on November 30, 2021 and December 31, 2021 to holders of record of such Series A
Term Preferred Stock as their names appear on the Company’s registration books at the close of business on November 10, 2021
and December 13, 2021, respectively.
Mandatory Term Redemption.
The Company is required to redeem all outstanding shares of the Series A Term Preferred Stock on October 30, 2026 (the “Mandatory
Redemption Date”) at a redemption price equal to the Liquidation Preference plus an amount equal to accumulated but unpaid dividends,
if any, on such shares (whether or not earned or declared, but excluding interest on such dividends) to, but excluding, the Mandatory
Redemption Date.
The Company cannot effect
any modification of or repeal its obligation to redeem the Series A Term Preferred Stock on the Mandatory Redemption Date without the
prior unanimous approval of the holders of the Series A Term Preferred Stock.
Ranking. The Series A
Term Preferred Stock will be senior securities that constitute capital stock. The Series A Term Preferred Stock will rank:
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senior to shares of the Company’s common stock in priority of payment of dividends and as to the distribution of assets upon dissolution, liquidation or the winding-up of the Company’s affairs;
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equal in priority with all other series of preferred stock the Company may issue in the future as to priority of payment of dividends and as to distributions of assets upon dissolution, liquidation or the winding-up of the Company’s affairs; and
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subordinate in right of payment to the holders of the Company’s existing and future indebtedness (including indebtedness under the Company’s credit facility with BNP Paribas).
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Subject to the asset coverage
requirements of the 1940 Act, the Company may issue additional series of preferred stock (or additional shares of the Series A Term Preferred
Stock), but the Company may not issue additional classes of capital stock that rank senior or junior to the Series A Term Preferred Stock
as to priority of payment of dividends or as to the distribution of assets upon dissolution, liquidation or winding-up of the Company’s
affairs.
Optional Redemption.
At any time on or after October 31, 2023, the Company may, in its sole option, redeem the outstanding shares of Series A Term Preferred
Stock in whole or, from time to time, in part, out of funds legally available for such redemption, at the Liquidation Preference plus
an amount equal to accumulated but unpaid dividends, if any, on such shares (whether or not earned or declared, but excluding interest
on such dividends) to, but excluding, the date fixed for such redemption.
Voting Rights. Except
as otherwise provided in the Company’s certificate of incorporation or as otherwise required by law, (1) each holder of Series A
Term Preferred Stock will be entitled to one vote for each share of Series A Term Preferred Stock held on each matter submitted to a vote
of the Company’s stockholders and (2) the holders of all outstanding preferred stock, including the Series A Term Preferred Stock,
and common stock will vote together as a single class; provided that holders of preferred stock (including the Series A Term Preferred
Stock) voting separately as a class, will be entitled to elect two (2) of the Company’s directors (the “Preferred Directors”)
and, if the Company fails to pay dividends on any outstanding shares of preferred stock, including the Series A Term Preferred Stock,
in an amount equal to two (2) full years of dividends, and continuing until such failure is cured, will be entitled to elect a majority
of the Company’s directors. One of the Preferred Directors will be up for election in 2022, and the other Preferred Director will
be up for election in 2023.
Holders of shares of the Series
A Term Preferred Stock will also vote separately as a class on any matter that materially and adversely affects any preference, right
or power of holders of the Series A Term Preferred Stock.
Transfer Agent and Paying
Agent. American Stock Transfer & Trust Company, LLC will act as the transfer agent and registrar and redemption and paying agent
in respect of the Series A Preferred Stock.
The foregoing description
of the terms pertaining to the Series A Preferred Stock is not complete and is qualified in its entirety by reference to the full text
of the Certificate of Designation for the Series A Term Preferred Stock, a copy of which is filed as Exhibit 3.1 to this Current Report
on Form 8-K and incorporated by reference herein.