UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
Pearl Diver Credit Company Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State of incorporation or organization) |
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99-3901483
(IRS Employer Identification No.) |
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747 Third Avenue
Suite 3603
New York, NY
(Address of principal executive offices) |
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10017
(Zip Code) |
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| Securities to be registered pursuant to Section 12(b) of the Act: |
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Title of each class
to be so registered |
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Name of each exchange on which
each class is to be registered |
| 8.00% Series A Preferred Stock Due 2029, par value $0.001 per share |
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New York Stock Exchange |
| If this Form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. |
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| If this Form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. |
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Securities Act registration statement file number to which
this form relates: 333-282878
Securities to be registered pursuant to Section 12(g) of the Act: None
INFORMATION REQUIRED IN REGISTRATION
STATEMENT
Item 1. Description of Registrant’s Securities to be Registered.
The shares (the “Shares”)
to be registered hereunder are shares of 8.00% Series A Preferred Stock Due 2029, par value $0.001 per share, of Pearl Diver Credit Company
Inc. (the “Registrant”). The Shares are expected to be listed on the New York Stock Exchange and to trade thereon within
30 days of the date of the Prospectus (as defined below) under the trading symbol “PDPA.” A description of the Shares is contained
under the headings “Summary of Offering,” “Distribution Policy,” “Description of Our Capital Stock,”
“Description of The Series A Term Preferred Stock” and “U.S. Federal Income Tax Matters” in the prospectus included
in the Registrant’s registration statement on Form N-2, as amended from time to time (“Registration Statement”),
which Registration Statement was initially filed with the Securities and Exchange Commission on October 29, 2024 under the Securities
Act of 1933, as amended, and the Investment Company Act of 1940, as amended (Registration Nos. 333-282878 and 811-23912, respectively).
The description of the Shares contained in the Registration Statement and any form of prospectus or prospectus supplement to the Registration
Statement that includes such descriptions and that are subsequently filed are hereby incorporated by reference herein.
Item 2. Exhibits.
Pursuant to the Instructions
as to Exhibits with respect to Form 8-A, the documents listed below are filed as exhibits to this Registration Statement:
*Previously filed on July 12, 2024 as an exhibit
to pre-effective amendment no. 4 to the Registrant’s Registration Statement on Form N-2 (File Nos. 333-275174 and 811-23912) and
incorporated by reference herein.
**Previously filed on December 10, 2024 as an
exhibit to pre-effective amendment no. 1 to the Registrant’s Registration Statement on Form N-2 (File Nos. 333-282878 and 811-23912)
and incorporated by reference herein.
***Filed herewith.
****Previously filed on October 24, 2023 as an
exhibit to the Registrant’s Registration Statement on Form N-2 (File Nos. 333-275174 and 811-23912)
and incorporated by reference herein.
SIGNATURE
Pursuant to the requirements
of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf
by the undersigned, thereto duly authorized.
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PEARL DIVER CREDIT COMPANY INC. |
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By: |
/s/ Indranil Basu |
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Name: Indranil Basu |
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Title: Chief Executive Officer |
Date: December 16, 2024
Exhibit 3.3
CERTIFICATE OF DESIGNATION
OF
8.00% SERIES A TERM PREFERRED STOCK DUE 2029
OF
PEARL DIVER CREDIT COMPANY INC.
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
Pearl Diver Credit Company
Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), certifies that
pursuant to the authority contained in its certificate of incorporation (the “Certificate of Incorporation”), and in
accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware (the “DGCL”),
the Board of Directors of the Corporation (the “Board of Directors,” which term as used herein shall include any duly
authorized committee of the Board of Directors) has duly approved and adopted the following resolution on December 12, 2024:
RESOLVED, that
pursuant to the authority vested in the Board of Directors by the Amended and Restated Certificate of Incorporation of Pearl Diver Credit
Company Inc. and as set forth in Section 151 of the DGCL, the Board of Directors does hereby approve the designation of 1,380,000 authorized
but unissued shares of preferred stock, par value $0.001 per share, without designation as to series as “8.00% Series A Term Preferred
Stock Due 2029” (the “Series A Term Preferred Stock”), having the designations, preferences, relative, participating,
optional and other special rights and the qualifications, limitations and restrictions thereof that are set forth in the Certificate of
Incorporation and in this resolution as follows:
ARTICLE I
NUMBER OF SHARES; RANKING
1.1. A series of 1,380,000
shares of the preferred stock, par value $0.001 per share, authorized by the Certificate of Incorporation are hereby designated as the
Series A Term Preferred Stock. Each share of Series A Term Preferred Stock shall have such preferences, voting powers, restrictions, limitations
as to dividends and distributions, qualifications and terms and conditions of redemption, in addition to those required by applicable
law and those that are expressly set forth in the Certificate of Incorporation, as are set forth in this Certificate of Designation. The
Series A Term Preferred Stock shall constitute a separate series of Capital Stock (as defined below) and each share of Series A Term Preferred
Stock shall be identical. No fractional shares of Series A Term Preferred Stock shall be issued.
1.2. The Series A Term Preferred
Stock shall rank on parity with any other series of preferred stock, whether now or hereafter issued by the Corporation, and any other
shares of Capital Stock hereafter authorized and issued by the Corporation of a class having priority over any other class as to distribution
of assets or payments of dividends (collectively with the Series A Term Preferred Stock, the “Preferred Stock”) as
to the payment of dividends and as to the distribution of assets upon dissolution, liquidation or winding up of the affairs of the Corporation.
The Series A Term Preferred Stock shall have preference with respect to the payment of dividends and as to distribution of assets upon
dissolution, liquidation or winding up of the affairs of the Corporation over the shares of common stock, par value $0.001 per share (the
“Common Stock” and, together with the Preferred Stock, the “Capital Stock”), of the Corporation
as set forth herein.
1.3. No individual, partnership,
trust, corporation, limited liability company, unincorporated association, joint venture or other entity, or government or any agency
or political subdivision thereof (each, a “Person”) in whose name the Series A Term Preferred Stock or any other security
issued by the Corporation is registered in the registration books of the Corporation maintained by SS&C GIDS, Inc. and its successors,
or any other redemption and paying agent appointed by the Corporation with respect to the Series A Term Preferred Stock (the “Redemption
and Paying Agent”) or otherwise (such Person, a “Holder”), shall have, solely by reason of being such a Holder,
any preemptive or other right to acquire, purchase or subscribe for any shares of Series A Term Preferred Stock, shares of other Preferred
Stock, shares of Common Stock or other securities of the Corporation that it may hereafter issue or sell.
ARTICLE II
DIVIDENDS AND DISTRIBUTIONS
2.1. The Holders of shares
of Series A Term Preferred Stock shall be entitled to receive, when, as and if declared by, or under authority granted by, the Board of
Directors, out of funds legally available therefor and in preference to dividends and distributions on the Common Stock, cumulative cash
dividends and distributions on each share of Series A Term Preferred Stock, calculated separately for each Dividend Period (as defined
below) at, as of any date, 8.00% per annum (the “Fixed Dividend Rate”) as adjusted, if a Default Period (as defined
below) shall be in existence on such date, in accordance with the provisions of Section 2.8 (the “Dividend Rate”)
in effect from time to time for the Series A Term Preferred Stock during such Dividend Period, computed on the basis of a 360-day year
consisting of twelve 30-day months, on an amount equal to $25.00 (the “Liquidation Preference”) for each share of the
Series A Term Preferred Stock, and no more. In the case of each share of Series A Term Preferred Stock issued on December 18, 2024 (the
“Date of Original Issue”), dividends and distributions on such shares of Series A Term Preferred Stock shall accumulate
from the Date of Original Issue. In the case of a share of Series A Term Preferred Stock issued on a date subsequent to the Date of Original
Issue, (a) if such share is issued before the Record Date (as defined below) for the Dividend Period in which such share is issued, dividends
and distributions on such share of Series A Term Preferred Stock shall accumulate from the first day of such Dividend Period and (b) if
such share is issued after the Record Date for the Dividend Period in which such share is issued, dividends and distributions on such
share of Series A Term Preferred Stock shall accumulate from the first day of the Dividend Period immediately following the issuance of
such share. Dividends and distributions on all shares of Series A Term Preferred Stock shall be payable monthly in arrears as provided
in Section 2.2. The amount of dividends payable on shares of the Series A Term Preferred Stock on any date prior to the end
of a Dividend Period, and for the initial Dividend Period, will be computed on the basis of actual days elapsed over a 30-day month.
“Dividend Period”
means, with respect to each share of Series A Term Preferred Stock then Outstanding (as defined below), in the case of the first Dividend
Period, the period beginning on and including the Date of Original Issue and ending on, but excluding January 31, 2025 and, for each subsequent
Dividend Period, the period beginning on and including the last Dividend Payment Date (as defined below) and ending on, but excluding,
the next Dividend Payment Date or the stated maturity date, as the case may be.
2.2. Declaration and
Payment; Dividends in Arrears.
(a) Dividends on shares of
the Series A Term Preferred Stock with respect to any Dividend Period shall be declared to the Holders of record of such shares as their
names shall appear on the registration books of the Corporation at the close of business on the applicable record date, which shall be
such date designated by the Board of Directors that is not more than twenty (20) nor less than seven (7) calendar days prior to the Dividend
Payment Date with respect to such Dividend Period (each, a “Record Date”).
(b) Dividends declared pursuant
to Section 2.1 shall be paid on the last day of every calendar month, beginning January 31, 2025 (each, a “Dividend
Payment Date”) to the Holders of shares of Series A Term Preferred Stock as their names appear on the registration books of
the Corporation at the close of business on the applicable Record Date for such dividend; provided, however, that
dividends with respect to the first Dividend Period of the Series A Term Preferred Stock will be paid on January 31, 2025 to Holders of
record of such Series A Term Preferred Stock as their names appear on the registration books of the Corporation at the close of business
on January 15, 2025. If a Dividend Payment Date falls on a non-Business Day (as defined below), the applicable dividend payment will be
made on the next Business Day and no additional dividend payment will accrue as a result of such delayed payment.
(c) Dividends in arrears on
shares of Series A Term Preferred Stock for any past Dividend Period may be declared and paid at any time, without reference to any regular
Dividend Payment Date, to the Holders of such shares as their names appear on the registration books of the Corporation on the applicable
Record Date. No interest or sum of money in lieu of interest will be payable in respect of any dividend payment or payments on shares
of Series A Term Preferred Stock which may be in arrears.
2.3. No full dividends and
distributions shall be declared or paid on shares of the Series A Term Preferred Stock for any Dividend Period or part thereof unless
full cumulative dividends and distributions due through the most recent Dividend Payment Dates therefor for all Outstanding shares of
Preferred Stock have been or contemporaneously are declared and paid through the most recent Dividend Payment Dates therefor. If full
cumulative dividends and distributions due have not been declared and paid on all Outstanding shares of Preferred Stock, any dividends
and distributions being declared and paid on the Series A Term Preferred Stock will be declared and paid as nearly pro rata as possible
in proportion to the respective amounts of dividends and distributions accumulated but unpaid on each such series of Preferred Stock on
the relevant dividend payment date for such series. No Holders of shares of Series A Term Preferred Stock shall be entitled to any dividends
and distributions, whether payable in cash, property or shares, in excess of full cumulative dividends and distributions as provided in
this Section 2.3 on the Series A Term Preferred Stock.
2.4. For so long as any shares
of Series A Term Preferred Stock are Outstanding, the Corporation shall not: (x) declare any dividend or other distribution (other than
a dividend or distribution paid in shares of Common Stock) in respect of the Common Stock, (y) call for redemption, redeem, purchase or
otherwise acquire for consideration any Common Stock, or (z) pay any proceeds of the liquidation of the Corporation in respect of the
Common Stock, unless, in each case,
(a) immediately thereafter,
the Corporation shall have “asset coverage,” as defined for purposes of Section 18(h) of the Investment Company Act of 1940,
as amended, or any successor statute (the “1940 Act”), of at least 200% with respect to all Outstanding senior securities
which are stock of the Corporation, including all Outstanding shares of Series A Term Preferred Stock (or such other percentage as may
in the future be specified in the 1940 Act or by rule, regulation or order of the Securities and Exchange Commission (the “SEC”)
as the minimum asset coverage for senior securities which are stock of a closed-end registered investment company), after deducting the
amount of such dividend or distribution or redemption or purchase price or liquidation proceeds;
(b) all cumulative dividends
and distributions on all shares of Preferred Stock due on or prior to the date of the applicable dividend, distribution, redemption, purchase
or acquisition shall have been either (i) declared and paid or (ii) declared and Deposit Securities (as defined below) or sufficient funds
(in accordance with the terms of such Preferred Stock) for the payment thereof shall have been deposited irrevocably with the paying agent
for such Preferred Stock; and
(c) the Corporation shall
have deposited Deposit Securities pursuant to and in accordance with the requirements of Section 5.4 hereof with respect
to Outstanding shares of Series A Term Preferred Stock to be redeemed pursuant to Section 5.1 or Section 5.2 hereof
for which a Notice of Redemption (as defined below) shall have been given or shall have been required to be given in accordance with the
terms hereof on or prior to the date of the applicable dividend, distribution, redemption, purchase or acquisition.
“Outstanding”
means, as of any date with respect to a series of Preferred Stock, the number of shares of such series of Preferred Stock theretofore
issued by the Corporation except (without duplication): (A) any shares of the applicable series of Preferred Stock theretofore cancelled
or redeemed or delivered to the Redemption and Paying Agent for cancellation or redemption in accordance with the terms hereof; (B) any
shares of the applicable series of Preferred Stock as to which the Corporation shall have given a Notice of Redemption and irrevocably
deposited with the Redemption and Paying Agent sufficient Deposit Securities to redeem such shares in accordance with ARTICLE
V hereof; and (C) any shares of the applicable series of Preferred Stock as to which the Corporation shall be the Holder or the
beneficial owner.
“Deposit Securities”
means, as of any date, any U.S. dollar-denominated security or other investment of a type described below that either (i) is a demand
obligation payable to the holder thereof on any Business Day or (ii) has a maturity date, mandatory redemption date or mandatory payment
date, on its face or at the option of the holder, preceding the relevant Redemption Date (as defined below), Dividend Payment Date or
other payment date in respect of which such security or other investment has been deposited or set aside as a Deposit Security: (A) cash
or any cash equivalent; (B) any U.S. Government Obligation (as defined below); (C) any Short-Term Money Market Instrument (as defined
below); (D) any investment in any money market fund registered under the 1940 Act that qualifies under Rule 2a-7 under the 1940 Act, or
similar investment vehicle described in Rule 12d1-1(b)(2) under the 1940 Act, that invests principally in Short-Term Money Market Instruments
or U.S. Government Obligations or any combination thereof; or (E) any letter of credit from a bank or other financial institution that
has a credit rating from at least one nationally recognized statistical rating organization that is the highest applicable rating generally
ascribed by such rating agency to bank deposits or short-term debt of similar banks or other financial institutions as of the date of
this Certificate of Designation (or such rating’s future equivalent).
“Short-Term Money
Market Instruments” means the following types of instruments if, on the date of purchase or other acquisition thereof by the
Corporation, the remaining term to maturity thereof is not in excess of 180 days: (i) commercial paper rated A-1, if such commercial paper
matures within 30 days, or A-1+, if such commercial paper matures in over 30 days; (ii) demand or time deposits in, and bankers’
acceptances and certificates of deposit of (A) a depository institution or trust company incorporated under the laws of the United States
of America or any state thereof or the District of Columbia or (B) a U.S. branch office or agency of a foreign depository institution
(provided that such branch office or agency is subject to banking regulation under the laws of the United States, any state thereof or
the District of Columbia); and (iii) overnight funds.
“U.S. Government
Obligations” means direct obligations of the United States or of its agencies or instrumentalities that are entitled to the
full faith and credit of the United States and that, other than U.S. treasury bills, provide for the periodic payment of interest and
the full payment of principal at maturity or call for redemption.
2.5. Any dividend payment
made on shares of Series A Term Preferred Stock shall first be credited against the dividends and distributions accumulated with respect
to the earliest Dividend Period for which dividends and distributions have not been paid.
2.6. Not later than 12:00
noon, New York City time, on a Dividend Payment Date, the Corporation shall deposit with the Redemption and Paying Agent Deposit Securities
having an aggregate Market Value (as defined below) on such date sufficient to pay the dividends and distributions that are payable on
such Dividend Payment Date. The Corporation may direct the Redemption and Paying Agent with respect to the investment or reinvestment
of any such Deposit Securities prior to the Dividend Payment Date, provided, that such investment consists exclusively of
Deposit Securities and provided, further, that the proceeds of any such investment will be available as same day
funds at the opening of business on such Dividend Payment Date.
“Market Value”
of any asset means, for securities for which market quotations are readily available, the market value thereof determined by an independent
third-party pricing service designated from time to time by the Board of Directors. Market Value of any asset shall include any interest
accrued thereon. The pricing service values portfolio securities at the mean between the quoted bid and asked price or the yield equivalent
when quotations are readily available. Securities for which quotations are not readily available are valued at fair value as determined
by the pricing service using methods that include consideration of: yields or prices of securities of comparable quality, type of issue,
coupon, maturity and rating, indications as to value from dealers and general market conditions. The pricing service may employ electronic
data processing techniques or a matrix system, or both, to determine recommended valuations.
2.7. All Deposit Securities
paid to the Redemption and Paying Agent for the payment of dividends payable on the Series A Term Preferred Stock shall be held in trust
for the payment of such dividends by the Redemption and Paying Agent for the benefit of the Holders entitled to the payment of such dividends
pursuant to Section 2.2. Any moneys paid to the Redemption and Paying Agent in accordance with the foregoing but not applied
by the Redemption and Paying Agent to the payment of dividends, including interest earned on such moneys while so held, will, to the extent
permitted by law, be repaid to the Corporation as soon as possible after the date on which such moneys were to have been so applied, upon
request of the Corporation.
2.8. Dividend Default.
(a) The Dividend Rate on the
Series A Term Preferred Stock shall be adjusted, for any calendar day, to the Fixed Dividend Rate plus two percent (2%) per annum (the
“Default Rate”) in the following circumstances. Subject to the cure provisions below, a “Default Period”
with respect to the Series A Term Preferred Stock shall commence on any date the Corporation fails to deposit with the Redemption and
Paying Agent by 12:00 noon, New York City time, on (A) a Dividend Payment Date, Deposit Securities that will provide funds available to
the Redemption and Paying Agent on such Dividend Payment Date sufficient to pay the full amount of any dividend payable on such Dividend
Payment Date (a “Dividend Default”) or (B) an applicable Redemption Date, Deposit Securities that will provide funds
available to the Redemption and Paying Agent on such Redemption Date sufficient to pay the full amount of the Liquidation Preference for
the shares of the Series A Term Preferred Stock, plus an amount equal to all unpaid dividends and distributions on such shares accumulated
to (but excluding) the date fixed for such distribution or payment on such shares (whether or not earned or declared by the Corporation,
but excluding interest thereon) (such amount, the “Redemption Price”), payable in respect of such series on such Redemption
Date (a “Redemption Default” and together with a Dividend Default, hereinafter referred to as “Default”).
Subject to the cure provisions of Section 2.8(b) below, a Default Period with respect to a Default on the Series A Term
Preferred Stock shall end on the calendar day on which the New York Stock Exchange is open for trading (each such day, a “Business
Day”) on which, by 12:00 noon, New York City time, an amount equal to all unpaid dividends and any unpaid Redemption Price shall
have been deposited irrevocably in trust in same-day funds with the Redemption and Paying Agent. The Dividend Rate on the Series A Term
Preferred Stock for each calendar day during the Default Period will be equal to the Default Rate.
(b) No Default Period for
the Series A Term Preferred Stock with respect to any Default on the Series A Term Preferred Stock shall be deemed to commence if the
amount of any dividend or any Redemption Price due in respect of the Series A Term Preferred Stock (if such Default is not solely due
to the willful failure of the Corporation) is deposited irrevocably in trust, in same-day funds, with the Redemption and Paying Agent
by 12:00 noon, New York City time, on a Business Day that is not later than three (3) Business Days after the applicable Dividend Payment
Date or Redemption Date with respect to which such Default occurred, together with an amount equal to the Default Rate applied to the
amount and period of such non-payment based on the actual number of calendar days comprising such period divided by three hundred and
sixty (360).
ARTICLE III
LIQUIDATION RIGHTS
3.1. In the event of any liquidation,
dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the Holders of shares of Series A Term
Preferred Stock shall be entitled to receive out of the assets of the Corporation available for distribution to stockholders, after satisfying
claims of creditors but before any distribution or payment shall be made in respect of the Common Stock, a liquidation distribution of
the Redemption Price, and such Holders shall be entitled to no further participation in any distribution or payment in connection with
any such liquidation, dissolution or winding up.
3.2. If, upon any liquidation,
dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the assets of the Corporation available
for distribution among the Holders of all Outstanding shares of Series A Term Preferred Stock and any other Outstanding shares of Preferred
Stock shall be insufficient to permit the payment in full to such Holders of the Redemption Price as provided in Section 3.1 above
and the amounts due upon liquidation with respect to such other Preferred Stock, then such available assets shall be distributed among
the Holders of such shares of Series A Term Preferred Stock and such other Preferred Stock ratably in proportion to the respective preferential
liquidation amounts to which they are entitled. In connection with any liquidation, dissolution or winding up of the affairs of the Corporation,
whether voluntary or involuntary, unless and until the Redemption Price, as provided in Section 3.1 above has been paid
in full to the Holders of such shares, no dividends, distributions or other payments will be made on, and no redemption, purchase or other
acquisition by the Corporation will be made by the Corporation in respect of, shares of the Common Stock.
3.3. Neither the sale of all
or substantially all of the property or business of the Corporation, nor the merger, consolidation or reorganization of the Corporation
into or with any other business or statutory trust, corporation or other entity, nor the merger, consolidation or reorganization of any
other business or statutory trust, corporation or other entity into or with the Corporation shall be a dissolution, liquidation or winding
up, whether voluntary or involuntary, for the purpose of this ARTICLE III.
ARTICLE IV
ASSET COVERAGE TEST
4.1. Asset Coverage
Requirement. For so long as any shares of Series A Term Preferred Stock are Outstanding, the Corporation shall have “asset
coverage” of a class of senior security which is stock, as defined for purposes of Section 18(h) of the 1940 Act as in effect on
the date hereof (“Asset Coverage”), of at least 200% as of the close of business on the last Business Day of any of
the three month periods ending March 31, June 30, September 30 or December 31 of each year (each, a “Calendar Quarter”).
If the Corporation shall fail to maintain such Asset Coverage as of any time as of which such compliance is required to be determined
as aforesaid, the provisions of Section 5.2(a) shall be applicable, which provisions shall constitute the sole remedy
for the Corporation’s failure to comply with the provisions of this Section 4.1.
4.2. Calculation of
Asset Coverage. For purposes of determining whether the requirements of Section 4.1 are satisfied, (i)
no shares of Series A Term Preferred Stock or other Preferred Stock shall be deemed to be Outstanding for purposes of any computation
required by Section 4.1 if, prior to or concurrently with such determination, either (x) sufficient Deposit Securities
or other sufficient funds (in accordance with the terms of the Series A Term Preferred Stock or other Preferred Stock) to pay the full
Redemption Price for the Series A Term Preferred Stock or other Preferred Stock (or the portion thereof to be redeemed) shall have been
deposited in trust with the paying agent for the Series A Term Preferred Stock or other Preferred Stock and the requisite notice of redemption
for the Series A Term Preferred Stock or other Preferred Stock (or the portion thereof to be redeemed) shall have been given or (y) sufficient
Deposit Securities or other sufficient funds (in accordance with the terms of the Series A Term Preferred Stock or other Preferred Stock)
to pay the full Redemption Price for the Series A Term Preferred Stock or other Preferred Stock (or the portion thereof to be redeemed)
shall have been segregated by a bank, as defined in Section 2(a)(5) of the 1940 Act, that has the qualifications prescribed in Section
26(a)(1) of the 1940 Act, or such other entity as shall be then providing custodian services to the Corporation as permitted by the 1940
Act or any rule, regulation, or order thereunder (the “Custodian,” which shall include any similarly qualified sub-custodian
duly appointed by the Custodian) and the Corporation from the assets of the Corporation, by means of appropriate identification on the
Custodian’s books and records or otherwise in accordance with the Custodian’s normal procedures, and (ii) the Deposit Securities
or other sufficient funds that shall have been deposited with the applicable paying agent and/or segregated by the Custodian, as applicable,
as provided in clause (i) of this sentence shall not be included as assets of the Corporation for purposes of such computation.
ARTICLE V
REDEMPTION
Shares of Series A Term Preferred
Stock shall be subject to redemption by the Corporation as provided below:
5.1. Term Redemption. The
Corporation shall redeem all shares of Series A Term Preferred Stock on December 31, 2029 (the “Term Redemption Date”)
at a price per share equal to the Redemption Price.
5.2. Asset Coverage
Mandatory Redemption.
(a) If the Corporation fails
to comply with the Asset Coverage requirement as provided in Section 4.1 as of the last Business Day of any Calendar
Quarter and such failure is not cured as of the date that is thirty (30) calendar days following the date of filing of the Corporation’s
Annual Report on Form N-CSR, Semiannual Report on Form N-CSRS or Reports on Form N-PORT, as applicable (each, an “SEC Report”)
with the SEC with respect to such Calendar Quarter (such Business Day, the “Asset Coverage Cure Date”), the Corporation
shall, to the extent permitted by the 1940 Act and Delaware law, by the close of business on such Asset Coverage Cure Date, fix a redemption
date and proceed to redeem in accordance with the terms of such Preferred Stock, a sufficient number of shares of Preferred Stock, which
at the Corporation’s sole option (to the extent permitted by the 1940 Act and Delaware law) may include any number or proportion
of the shares of Series A Term Preferred Stock, to enable it to meet the requirements of Section 5.2(b). In the event that
any shares of Series A Term Preferred Stock then Outstanding are to be redeemed pursuant to this Section 5.2(a), the Corporation
shall redeem such shares at a price per share equal to the Redemption Price.
(b) On the redemption date
for a redemption contemplated by Section 5.2(a), the Corporation shall redeem, out of funds legally available therefor, (x)
such number of shares of Preferred Stock (which may include at the sole option of the Corporation any number or proportion of the shares
of Series A Term Preferred Stock) that, when combined with any debt securities redeemed for failure to maintain the asset coverage required
by the indenture governing such securities, the redemption of which, if deemed to have occurred immediately prior to the opening of business
on the Asset Coverage Cure Date, would result in the Corporation having Asset Coverage on such Asset Coverage Cure Date of at least 200%
(provided, however, that if there is no such minimum number of shares of Series A Term Preferred Stock and other shares
of Preferred Stock the redemption or retirement of which would have such result, all shares of Series A Term Preferred Stock and other
shares of Preferred Stock then Outstanding shall be redeemed), or (y) if fewer, the maximum number of shares of Preferred Stock that can
be redeemed out of funds expected to be legally available therefor in accordance with the Certificate of Incorporation and applicable
law, provided, further, that in connection with redemption for failure to maintain such Asset Coverage requirement,
the Corporation may at its sole option, but is not required to, redeem a sufficient number of shares of Series A Term Preferred Stock
pursuant to this Section 5.2 that, when aggregated with other shares of Preferred Stock redeemed by the Corporation,
would result, if deemed to have occurred immediately prior to the opening of business on the Asset Coverage Cure Date, in the Corporation
having Asset Coverage on such Asset Coverage Cure Date of up to and including 285%. The Corporation shall effect such redemption on the
date fixed by the Corporation therefor, which date shall not be later than ninety (90) calendar days after such Asset Coverage Cure Date,
except that if the Corporation does not have funds legally available for the redemption of all of the required number of shares of Series
A Term Preferred Stock and other shares of Preferred Stock which have been designated to be redeemed or the Corporation otherwise is unable
to effect such redemption on or prior to ninety (90) calendar days after such Asset Coverage Cure Date, the Corporation shall redeem those
shares of Series A Term Preferred Stock and other shares of Preferred Stock which it was unable to redeem on the earliest practicable
date on which it is able to effect such redemption. If fewer than all of the Outstanding shares of Series A Term Preferred Stock are to
be redeemed pursuant to this Section 5.2, the number of shares of Series A Term Preferred Stock to be redeemed shall be redeemed
(A) pro rata among the Outstanding shares of Series A Term Preferred Stock, (B) by lot, or (C) in such other manner as our Board of Directors
may determine to be fair and equitable.
5.3. Optional Redemption.
(a) Subject to the provisions
of Section 5.3(b), on any Business Day following the expiration of the “No-Call Period,” which is the period
beginning on the Date of Original Issue and ending at the close of business on December 31, 2026, the Corporation may redeem in whole
or in part from time to time the Outstanding shares of Series A Term Preferred Stock at a price per share equal to the Redemption Price
(any such Business Day referred to in this sentence, an “Optional Redemption Date”).
(b) If fewer than all of the
Outstanding shares of Series A Term Preferred Stock are to be redeemed pursuant to Section 5.3(a), the shares of Series A
Term Preferred Stock to be redeemed shall be selected either (A) pro rata, (B) by lot, or (C) in such other manner as our Board of Directors
may determine to be fair and equitable. Subject to the provisions of this Certificate of Designation and applicable law, the Board of
Directors will have the full power and authority to prescribe the terms and conditions upon which shares of Series A Term Preferred Stock
will be redeemed pursuant to this Section 5.3 from time to time.
(c) The Corporation may not
on any date deliver a Notice of Redemption pursuant to Section 5.4 in respect of a redemption contemplated to be effected
pursuant to this Section 5.3 unless on such date the Corporation has available Deposit Securities for the Optional Redemption
Date contemplated by such Notice of Redemption having a Market Value not less than the amount due to Holders of shares of Series A Term
Preferred Stock by reason of the redemption of such shares of Series A Term Preferred Stock on such Optional Redemption Date.
5.4. Procedures for
Redemption.
(a) If the Corporation shall
determine or be required to redeem, in whole or in part, shares of Series A Term Preferred Stock pursuant to Section 5.1, Section
5.2, or Section 5.3, the Corporation shall deliver a notice of redemption (the “Notice of Redemption”),
by overnight delivery, by first class mail, postage prepaid or by Electronic Means (as defined below) to Holders thereof, or request the
Redemption and Paying Agent, on behalf of the Corporation, to promptly do so by overnight delivery, by first class mail, postage prepaid
or by Electronic Means. A Notice of Redemption shall be provided not less than thirty (30) nor more than sixty (60) calendar days prior
to the date fixed for redemption in such Notice of Redemption (the “Redemption Date”). Each such Notice of Redemption
shall state: (A) the Redemption Date; (B) the number of shares of Series A Term Preferred Stock to be redeemed; (C) the CUSIP number for
shares of Series A Term Preferred Stock; (D) the applicable Redemption Price on a per share basis; (E) that dividends on the shares of
Series A Term Preferred Stock to be redeemed will cease to accumulate from and after such Redemption Date; and (F) the provision(s) of
this Certificate of Designation under which such redemption is made. If fewer than all shares of Series A Term Preferred Stock held by
any Holder are to be redeemed, the Notice of Redemption delivered to such Holder shall also specify the number of shares of Series A Term
Preferred Stock to be redeemed from such Holder or the method of determining such number. The Corporation may provide in any Notice of
Redemption relating to a redemption contemplated to be effected pursuant to this Certificate of Designation that such redemption is subject
to one or more conditions precedent and that the Corporation shall not be required to effect such redemption unless each such condition
has been satisfied at the time or times and in the manner specified in such Notice of Redemption. No defect in the Notice of Redemption
or delivery thereof shall affect the validity of redemption proceedings, except as required by applicable law.
“Electronic Means”
means e-mail transmission, facsimile transmission or other similar electronic means of communication providing evidence of transmission
(but excluding online communications systems covered by a separate agreement) acceptable to the sending party and the receiving party,
in any case if operative as between any two parties, or, if not operative, by telephone (promptly confirmed by any other method set forth
in this definition), which, in the case of notices to the Redemption and Paying Agent and the Custodian, shall be sent by such means to
each of its representatives set forth in (i) the Redemption and Paying Agent Agreement, or other similarly titled agreement, by and among
the Redemption and Paying Agent for the Series A Term Preferred Stock and the Corporation and (ii) the Custodian Agreement by and among
the Custodian and the Corporation with respect to the Series A Term Preferred Stock, respectively.
(b) If the Corporation shall
give a Notice of Redemption, then at any time from and after the giving of such Notice of Redemption and prior to 12:00 noon, New York
City time, on the Redemption Date (so long as any conditions precedent to such redemption have been met or waived by the Corporation),
the Corporation shall (A) deposit with the Redemption and Paying Agent Deposit Securities having an aggregate Market Value on the date
thereof no less than the Redemption Price of the shares of Series A Term Preferred Stock to be redeemed on the Redemption Date and (B)
give the Redemption and Paying Agent irrevocable instructions and authority to pay the applicable Redemption Price to the Holders of the
shares of Series A Term Preferred Stock called for redemption on the Redemption Date. The Corporation may direct the Redemption and Paying
Agent with respect to the investment of any Deposit Securities consisting of cash so deposited prior to the Redemption Date, provided,
that the proceeds of any such investment shall be available at the opening of business on the Redemption Date as same day funds.
(c) Upon the date of the deposit
of such Deposit Securities, which in the case of term redemption pursuant to Section 5.1, shall be no later than fifteen (15)
calendar days prior to the Term Redemption Date, all rights of the Holders of the shares of Series A Term Preferred Stock so called for
redemption shall cease and terminate except the right of the Holders thereof to receive the Redemption Price thereof and such shares of
Series A Term Preferred Stock shall no longer be deemed Outstanding for any purpose whatsoever (other than (A) the transfer thereof prior
to the applicable Redemption Date and (B) the accumulation of dividends thereon in accordance with the terms hereof up to (but excluding)
the applicable Redemption Date, which accumulated dividends, unless previously or contemporaneously declared and paid as contemplated
by Section 5.4(d) below, shall be payable only as part of the applicable Redemption Price on the Redemption Date). The
Corporation shall be entitled to receive, promptly after the Redemption Date, any Deposit Securities in excess of the aggregate Redemption
Price of the shares of Series A Term Preferred Stock called for redemption on the Redemption Date. Any Deposit Securities so deposited
that are unclaimed at the end of ninety (90) calendar days from the Redemption Date shall, to the extent permitted by law, be repaid to
the Corporation, after which the Holders of the shares of Series A Term Preferred Stock so called for redemption shall look only to the
Corporation for payment of the Redemption Price thereof. The Corporation shall be entitled to receive, from time to time after the Term
Redemption Date, any interest on the Deposit Securities so deposited.
(d) Notwithstanding the other
provisions of this ARTICLE V, except as otherwise required by law, the Corporation shall not redeem any shares of Series A
Term Preferred Stock unless all accumulated and unpaid dividends and distributions on all Outstanding shares of Series A Term Preferred
Stock and other series of Preferred Stock ranking on a parity with the Series A Term Preferred Stock with respect to dividends and distributions
for all applicable past Dividend Periods (whether or not earned or declared by the Corporation) (x) shall have been or are contemporaneously
paid or (y) shall have been or are contemporaneously declared and Deposit Securities or sufficient funds (in accordance with the terms
of such Preferred Stock) for the payment of such dividends and distributions shall have been or are contemporaneously deposited with the
Redemption and Paying Agent or other applicable paying agent for such Preferred Stock in accordance with the terms of such Preferred Stock, provided, however,
that the foregoing shall not prevent the purchase or acquisition of Outstanding shares of Series A Term Preferred Stock pursuant to an
otherwise lawful purchase or exchange offer made on the same terms to Holders of all Outstanding shares of Series A Term Preferred Stock
and any other series of Preferred Stock for which all accumulated and unpaid dividends and distributions have not been paid.
(e) To the extent that any
redemption for which Notice of Redemption has been provided is not made by reason of the absence of legally available funds therefor in
accordance with the Certificate of Incorporation and applicable law, such redemption shall be made as soon as practicable to the extent
such funds become available. No Redemption Default shall be deemed to have occurred if the Corporation shall fail to deposit in trust
with the Redemption and Paying Agent the Redemption Price with respect to any shares where (1) the Notice of Redemption relating to such
redemption provided that such redemption was subject to one or more conditions precedent and (2) any such condition precedent shall not
have been satisfied at the time or times and in the manner specified in such Notice of Redemption. Notwithstanding the fact that a Notice
of Redemption has been provided with respect to any shares of Series A Term Preferred Stock, dividends may be declared and paid on the
shares of Series A Term Preferred Stock in accordance with their terms if Deposit Securities for the payment of the Redemption Price of
such shares of Series A Term Preferred Stock shall not have been deposited in trust with the Redemption and Paying Agent for that purpose.
5.5. Redemption Date
After Record Date and Before Dividend Payment Date. Notwithstanding Section 5.1, Section 5.2, and Section
5.3, if any Redemption Date occurs after the applicable Record Date for a dividend, but on or prior to the related Dividend Payment
Date, the dividend payable on such Dividend Payment Date in respect of such Series A Term Preferred Stock shall be payable on such Dividend
Payment Date to the Holders of record of such shares of Series A Term Preferred Stock at the close of business on the applicable Record
Date, and shall not be payable as part of the Redemption Price for such shares of Series A Term Preferred Stock.
5.6. Redemption and
Paying Agent as Trustee of Redemption Payments by Corporation. All Deposit Securities transferred to the Redemption and Paying Agent
for payment of the Redemption Price of the shares of Series A Term Preferred Stock called for redemption shall be held in trust by the
Redemption and Paying Agent for the benefit of Holders of shares of Series A Term Preferred Stock so to be redeemed until paid to such
Holders in accordance with the terms hereof or returned to the Corporation in accordance with the provisions of Section 5.4(c) above.
5.7. Compliance with
Applicable Law. In effecting any redemption pursuant to this ARTICLE V, the Corporation shall use its best efforts to
comply with all applicable conditions precedent to effecting such redemption under the 1940 Act and any applicable Delaware law, but shall
effect no redemption except in accordance with the 1940 Act and any applicable Delaware law.
5.8. Modification
of Redemption Procedures. Notwithstanding the foregoing provisions of this ARTICLE V, the Corporation may,
in its sole discretion and without a stockholder vote, modify the procedures set forth above with respect to notification of redemption
for the shares of Series A Term Preferred Stock, provided, that such modification does not materially and adversely affect
the Holders of the shares of Series A Term Preferred Stock or cause the Corporation to violate any applicable law, rule or regulation;
and provided, further, that no such modification shall in any way alter the rights or obligations of the Redemption
and Paying Agent without its prior consent.
ARTICLE VI
VOTING RIGHTS
6.1. One Vote Per
Share of Series A Term Preferred Stock. Except as otherwise provided in the Certificate of Incorporation or as otherwise
required by applicable law, (i) each Holder of shares of Series A Term Preferred Stock shall be entitled to one vote for each share of
Series A Term Preferred Stock held by such Holder on each matter submitted to a vote of stockholders of the Corporation, and (ii) the
Holders of Outstanding shares of Preferred Stock, including Outstanding shares of Series A Term Preferred Stock, and holders of outstanding
shares of Common Stock shall vote together as a single class; provided, however, that the Holders of Outstanding
shares of Preferred Stock, including Outstanding shares of Series A Term Preferred Stock, shall be entitled, as a class, to the exclusion
of the Holders of all other securities and classes of Capital Stock of the Corporation, to elect two Directors of the Corporation at all
times. Subject to Section 6.2, the Holders of outstanding shares of Common Stock and Preferred Stock, including shares of
Series A Term Preferred Stock, voting together as a single class, shall elect the balance of the Directors.
6.2. Voting For Additional
Directors.
(a) Voting Period. During
any period in which any one or more of the conditions described in clauses (i) or (ii) of this Section 6.2(a) shall exist
(such period being referred to herein as a “Voting Period”), the number of Directors constituting the Board of Directors
shall be automatically increased by the smallest number that, when added to the two Directors elected exclusively by the Holders of Preferred
Stock, including shares of Series A Term Preferred Stock, would constitute a majority of the Board of Directors as so increased by such
smallest number; and the Holders of Preferred Stock, including Series A Term Preferred Stock, shall be entitled, voting as a class on
a one-vote-per-share basis (to the exclusion of the Holders of all other securities and classes of Capital Stock of the Corporation),
to elect such smallest number of additional Directors, together with the two Directors that such Holders are in any event entitled to
elect. A Voting Period shall commence:
(i) if,
at the close of business on any dividend payment date for any Outstanding shares of Preferred Stock including any Outstanding shares of
Series A Term Preferred Stock, accumulated dividends (whether or not earned or declared) on such Outstanding shares of Preferred Stock
equal to at least two (2) full years’ dividends shall be due and unpaid and sufficient cash or specified securities shall not have
been deposited with the Redemption and Paying Agent or other applicable paying agent for the payment of such accumulated dividends; or
(ii) if
at any time Holders of shares of Preferred Stock are otherwise entitled under the applicable provisions of the 1940 Act to elect a majority
of the Board of Directors.
Upon the termination of a
Voting Period, the voting rights described in this Section 6.2(a) shall cease, subject always, however, to the revesting
of such voting rights in the Holders of shares of Preferred Stock upon the further occurrence of any of the events described in this Section
6.2(a).
(b) Notice of Special
Meeting. As soon as practicable after the accrual of any right of the Holders of shares of Preferred Stock to elect additional
Directors as described in Section 6.2(a), the Corporation shall call a special meeting of such Holders and notify the Redemption
and Paying Agent and/or such other Person as is specified in the terms of such Preferred Stock to receive notice (i) by mailing or delivery
by Electronic Means or (ii) in such other manner and by such other means as are specified in the terms of such Preferred Stock, a notice
of such special meeting to such Holders, such meeting to be held not less than ten (10) nor more than thirty (30) calendar days after
the date of the delivery by Electronic Means or mailing of such notice. If the Corporation fails to call such a special meeting, it may
be called at the expense of the Corporation by any such Holder on like notice. The record date for determining the Holders of shares of
Preferred Stock entitled to notice of and to vote at such special meeting shall be the close of business on the Business Day preceding
the calendar day on which such notice is mailed. At any such special meeting and at each meeting of Holders of shares of Preferred Stock
held during a Voting Period at which Directors are to be elected, such Holders, voting together as a class (to the exclusion of the Holders
of all other securities and classes of Capital Stock of the Corporation), shall be entitled to elect the number of Directors prescribed
in Section 6.2(a) on a one-vote-per-share basis.
(c) Terms of Office
of Existing Directors. The terms of office of the incumbent Directors of the Corporation at the time of a special meeting
of Holders of the shares of Preferred Stock to elect additional Directors in accordance with Section 6.2(a) shall not
be affected by the election at such meeting by the Holders of shares of Series A Term Preferred Stock and such other Holders of shares
of Preferred Stock of the number of Directors that they are entitled to elect, and the Directors so elected by the Holders of shares of
Series A Term Preferred Stock and such other Holders of shares of Preferred Stock, together with the two (2) Directors elected by the
Holders of shares of Preferred Stock in accordance with Section 6.1 hereof and the remaining Directors elected by the
Holders of the shares of Common Stock and Preferred Stock, shall constitute the duly elected Directors of the Corporation.
(d) Terms of Office
of Certain Directors to Terminate Upon Termination of Voting Period. Simultaneously with the termination of a Voting Period,
the terms of office of the additional Directors elected by the Holders of the shares of Preferred Stock pursuant to Section 6.2(a) shall
terminate, the remaining Directors shall constitute the Directors of the Corporation and the voting rights of the Holders of shares of
Preferred Stock to elect additional Directors pursuant to Section 6.2(a) shall cease, subject to the provisions of the
last sentence of Section 6.2(a).
6.3. Holders of Shares
of Series A Term Preferred Stock to Vote on Certain Matters.
(a) Certain Amendments
Requiring Approval of Preferred Stock. Except as otherwise permitted by the terms of this Certificate of Designation, (1)
so long as any shares of Preferred Stock are Outstanding, the Corporation shall not, without the affirmative vote or consent of the Holders
of at least two-thirds of the shares of Preferred Stock Outstanding at the time, voting together as a separate class, amend, alter or
repeal the provisions of the Certificate of Incorporation or this Certificate of Designation (or any other document governing the rights
of the Preferred Stock or the Holders thereof as may be required by the rules of any applicable securities exchange), whether by merger,
consolidation or otherwise, so as to materially and adversely affect any preference, right or power of such shares of the Preferred Stock
or the Holders thereof and (2) so long as any shares of Series A Term Preferred Stock are Outstanding, the Corporation shall not, without
the affirmative vote or consent of the Holders of at least two-thirds of the shares of Series A Term Preferred Stock Outstanding at the
time, voting together as a separate class, amend, alter or repeal the provisions of the Certificate of Incorporation or this Certificate
of Designation (or any other document governing the rights of the Series A Term Preferred Stock or the Holders thereof as may be required
by the rules of any applicable securities exchange), whether by merger, consolidation or otherwise, so as to materially and adversely
affect any preference, right or power of such shares of the Series A Term Preferred Stock or the Holders thereof differently than shares
of any other series of Preferred Stock; provided, however, that for purposes of this Section 6.3(a),
(i) a change in the capitalization of the Corporation in accordance with Section 7.1 hereof shall not be considered to
materially and adversely affect the rights and preferences of the Preferred Stock, including the Series A Term Preferred Stock, and (ii)
a division of a share of the Preferred Stock, including the Series A Term Preferred Stock, shall be deemed to affect such preferences,
rights or powers only if the terms of such division materially and adversely affect the Holders of the shares. For purposes of the foregoing,
no matter shall be deemed to adversely affect any preference, right or power of a share of Preferred Stock or any series thereof, or the
Holder of any such share unless such matter (x) alters or abolishes any preferential right of such share of Preferred Stock, or (y) creates,
alters or abolishes any right in respect of redemption of such share (other than as a result of a division of a share of Preferred Stock).
So long as any shares of Preferred Stock are Outstanding, the Corporation shall not, without the affirmative vote or consent of at least
two-thirds of the Holders of the shares of Preferred Stock Outstanding at the time, voting as a separate class, file a voluntary application
for relief under federal bankruptcy law or any similar application under state law for so long as the Corporation is solvent and does
not foresee becoming insolvent.
(b) Certain Amendments
Requiring Approval of Series A Term Preferred Stock. The Corporation cannot effect any amendment, alteration or repeal
of the obligation to redeem all of the Series A Term Preferred Stock on December 31, 2029 without the prior unanimous consent of the Holders
of Series A Term Preferred Stock.
(c) 1940 Act Matters. Unless
a higher percentage is provided for in the Certificate of Incorporation, the affirmative vote of the Holders of at least “a majority
of the outstanding shares of Preferred Stock,” including shares of Series A Term Preferred Stock Outstanding at the time, voting
as a separate class, shall be required (A) to approve any plan of reorganization (as such term is used in the 1940 Act) adversely affecting
such shares or (B) any action requiring a vote of Holders of the Corporation’s securities pursuant to Section 13(a) of the 1940
Act. For purposes of the foregoing, the vote of a “majority of the outstanding shares of Preferred Stock” means the vote at
an annual or special meeting duly called of (i) sixty-seven percent (67%) or more of such shares present at a meeting, if the Holders
of more than fifty percent (50%) of such shares are present or represented by proxy at such meeting, or (ii) more than fifty percent (50%)
of such shares, whichever is less.
6.4. Voting Rights
Set Forth Herein Are Sole Voting Rights. Unless otherwise required by law or the Certificate of Incorporation, the Holders
of shares of Series A Term Preferred Stock shall not have any relative rights or preferences or other special rights with respect to voting
other than those specifically set forth in this ARTICLE VI.
6.5. No Cumulative
Voting. The Holders of shares of Series A Term Preferred Stock shall have no rights to cumulative voting.
6.6. Voting for Directors
Sole Remedy for Corporation’s Failure to Declare or Pay Dividends. In the event that the Corporation fails to declare
or pay any dividends on shares of Series A Term Preferred Stock on the Dividend Payment Date therefor, the exclusive remedy of the Holders
of the shares of Series A Term Preferred Stock shall be the right to vote for Directors pursuant to the provisions of this ARTICLE
VI. Nothing in this Section 6.6 shall be deemed to affect the obligation of the Corporation to accumulate and, if
permitted by applicable law, the Certificate of Incorporation and this Certificate of Designation, pay dividends at the Default Rate in
the circumstances contemplated by Section 2.8 hereof.
6.7. Holders Entitled
to Vote. For purposes of determining any rights of the Holders of shares of Series A Term Preferred Stock to vote on any
matter, whether such right is created by this Certificate of Designation, by the Certificate of Incorporation, by statute or otherwise,
no Holder of shares of Series A Term Preferred Stock shall be entitled to vote any share of Series A Term Preferred Stock and no share
of Series A Term Preferred Stock shall be deemed to be “Outstanding” for the purpose of voting or determining the number of
shares required to constitute a quorum if, prior to or concurrently with the time of determination of shares entitled to vote or the time
of the actual vote on the matter, as the case may be, the requisite Notice of Redemption with respect to such share of Series A Term Preferred
Stock shall have been given in accordance with this Certificate of Designation and Deposit Securities for the payment of the Redemption
Price of such share of Series A Term Preferred Stock shall have been deposited in trust with the Redemption and Paying Agent for that
purpose. No share of Series A Term Preferred Stock held by the Corporation shall have any voting rights or be deemed to be Outstanding
for voting or for calculating the voting percentage required on any other matter or other purposes.
ARTICLE VII
MISCELLANEOUS
7.1. Issuance of Additional
Preferred Stock. So long as any shares of Series A Term Preferred Stock are Outstanding, the Corporation may, without the
vote or consent of the Holders thereof, (a) authorize, establish and create and issue and sell shares of one or more series of a class
of senior securities of the Corporation representing stock under Section 18 of the 1940 Act, ranking on a parity with the Series A Term
Preferred Stock as to the payment of dividends and the distribution of assets upon dissolution, liquidation or the winding up of the affairs
of the Corporation, in addition to then Outstanding shares of Series A Term Preferred Stock, and (b) authorize, issue and sell additional
shares of any such series then Outstanding or so established and created, including additional shares of Series A Term Preferred Stock,
in each case in accordance with applicable law, provided that the Corporation shall, immediately after giving effect
to the issuance of such additional shares of Preferred Stock and to its receipt and application of the proceeds thereof, including to
the redemption of shares of Preferred Stock with such proceeds, have Asset Coverage (calculated in the same manner as is contemplated
by Section 4.2 hereof) of at least 200%.
7.2. Status of Redeemed
or Repurchased Series A Term Preferred Stock. Shares of Series A Term Preferred Stock that at any time have been redeemed
or purchased by the Corporation shall, after such redemption or purchase, have the status of authorized but unissued shares of Capital
Stock.
7.3. Registered Name. Prior
to the commencement of a Voting Period, (i) all shares of Series A Term Preferred Stock Outstanding from time to time shall be registered
in the name of the Depository Trust Company and its successors and assigns, or any other securities depository selected by the Corporation
that agrees to follow the procedures required to be followed by such securities depository as set forth in this Certificate of Designation
with respect to the Series A Term Preferred Stock (the “Securities Depository”) or its nominee and (ii) no registration
of transfer of shares of such Series A Term Preferred Stock shall be made on the books of the Corporation to any Person other than the
Securities Depository or its nominee.
7.4. Notice. All
notices or communications hereunder, unless otherwise specified in this Certificate of Designation, shall be sufficiently given if in
writing and delivered in person, by Electronic Means or by overnight mail or delivery or mailed by first-class mail, postage prepaid.
Notices delivered pursuant to this Section 7.4 shall be deemed given on the date received or, if mailed by first class
mail, on the date five (5) calendar days after which such notice is mailed.
7.5. Termination. In
the event that no shares of Series A Term Preferred Stock are Outstanding, all rights and preferences of the shares of Series A Term Preferred
Stock established and designated hereunder shall cease and terminate, and all obligations of the Corporation under this Certificate of
Designation with respect to such Series A Term Preferred Stock shall terminate.
7.6. Amendment. The
Board of Directors may, by resolution duly adopted, without stockholder approval (except as otherwise provided by this Certificate of
Designation or required by applicable law) amend this Certificate of Designation so as to reflect any amendments to the terms applicable
to the Series A Term Preferred Stock, including an increase in the number of authorized shares of the Series A Term Preferred Stock.
7.7. Actions on Other
than Business Days. Unless otherwise provided herein, if the date for making any payment, performing any act or exercising
any right, in each case as provided for in this Certificate of Designation, is not a Business Day, such payment shall be made, act performed
or right exercised on the next succeeding Business Day, with the same force and effect as if made or done on the nominal date provided
therefor, and, with respect to any payment so made, no dividends, interest or other amount shall accrue for the period between such nominal
date and the date of payment.
7.8. Modification. The
Board of Directors, without the vote of the Holders of Series A Term Preferred Stock, may interpret, supplement or amend the provisions
of this Certificate of Designation to supply any omission, resolve any inconsistency or ambiguity or to cure, correct or supplement any
defective or inconsistent provision, including any provision that becomes defective after the date hereof because of impossibility of
performance or any provision that is inconsistent with any provision of any other Capital Stock of the Corporation.
7.9. Information Rights. During
any period in which the Corporation is not subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), and any shares of Series A Term Preferred Stock are Outstanding, the Corporation
will provide Holders of Series A Term Preferred Stock, without cost, copies of SEC Reports that the Corporation would have been required
to file pursuant to Section 13 or 15(d) of the Exchange Act if the Corporation was subject to such provisions or, alternatively, the Corporation
will voluntarily file SEC Reports as if the Corporation was subject to Section 13 or 15(d) of the Exchange Act.
7.10. No Additional
Rights. Unless otherwise required by law or the Certificate of Incorporation, the Holders of shares of Series A Term Preferred
Stock shall not have any relative rights or preferences or other special rights other than those specifically set forth in this Certificate
of Designation.
7.11. Interpretation.
(a) The headings preceding
the text of the Articles and Sections included in this Certificate of Designation are for convenience only and shall not be deemed part
of this Certificate of Designation or be given any effect in interpreting this Certificate of Designation. The use of the masculine, feminine
or neuter gender or the singular or plural form of words herein shall not limit any provision of this Certificate of Designation. The
use of the terms “including” or “include” shall in all cases herein mean “including, without limitation”
or “include, without limitation,” respectively. Reference to any Person includes such Person’s successors and assigns
to the extent such successors and assigns are permitted by the terms of any applicable agreement, and reference to a Person in a particular
capacity excludes such Person in any other capacity or individually.
(b) Reference to any agreement
(including this Certificate of Designation), document or instrument means such agreement, document or instrument as amended or modified
and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof. Except as otherwise expressly
set forth herein, reference to any law means such law as amended, modified, codified, replaced or re-enacted, in whole or in part, including
rules, regulations, enforcement procedures and any interpretations promulgated thereunder. Underscored references to Articles and Sections
shall refer to those portions of this Certificate of Designation. The use of the terms “hereunder,” “hereof,”
“hereto” and words of similar import shall refer to this Certificate of Designation as a whole and not to any particular Article,
Section or clause of this Certificate of Designation.
IN
WITNESS WHEREOF, the Corporation has caused this Certificate of Designation to be duly executed by its duly authorized officer as of this
12th day of December, 2024.
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PEARL DIVER CREDIT COMPANY INC. |
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By: |
/s/ Indranil Basu |
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Name: Indranil Basu |
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Title: Chief Executive Officer |
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