[8-K] RIVERNORTH OPPORTUNITIES FUND, INC. Reports Material Event
RIVERNORTH OPPORTUNITIES FUND, INC.
Rhea-AI Filing Summary
RIVERNORTH OPPORTUNITIES FUND, INC. (symbol: RIV) is the issuer of record for a Form 8-K filing submitted to the SEC.
Positive
- None.
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- None.
Filing Explained
Existing common stock now sits behind preferred shares carrying monthly dividends and a September 2031 redemption obligation.
As a Form 8-K reporting a material event, this filing states that RiverNorth Opportunities Fund entered a securities purchase agreement and, on
The Articles Supplementary reclassified authorized but unissued common stock into preferred stock; accordingly, the filing does not report additional common shares being issued or resulting common-share dilution. This was a private placement exempt from registration under Rule 506(b); the shares are unlisted and cannot be transferred without the Fund’s consent.
The preferred shares carry cumulative monthly dividends at an annual rate of
The stated schedule to monitor is the first monthly dividend payment on
8-K Event Classification
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported)
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation)
| (Commission File Number) | (IRS Employer Identification No.) | |
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| (Address of Principal Executive Offices) | (Zip Code) |
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| 6.00% Series A Cumulative Perpetual Preferred Stock (Liquidation Preference $25.00) | RIVPRA | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 1.01. Entry into a Material Definitive Agreement.
Series B Mandatory Redeemable Preferred Shares
On September 18, 2026, RiverNorth Opportunities Fund, Inc. (NYSE: RIV) (the “Fund”) entered into a securities purchase agreement (the “Securities Purchase Agreement”), by and among the Fund and the purchasers named therein (the “Purchasers”), in connection with the issuance and sale of 3,000,000 shares of the Fund’s Series B Mandatory Redeemable Preferred Stock, due September 18, 2031, liquidation preference of $25.00 (the “MRP Shares”), in a transaction exempt from registration pursuant to Rule 506(b) under the Securities Act of 1933, as amended (the “Preferred Placement”).
On September 18, 2026, the Fund issued and sold to the Purchasers 3,000,000 MRP Shares. The Fund received gross proceeds (before expenses) of approximately $75,000,000 million. The Fund intends to use the proceeds of the Preferred Placement primarily to refinance the Fund’s existing debt and to make new portfolio investments.
The MRP Shares have a liquidation preference of $25.00 per share. In the event of any dissolution, liquidation or winding up of the Fund’s affairs, holders of MRP Shares will be entitled to receive a liquidating distribution per share equal to the liquidation preference, plus an amount equal to all accumulated and unpaid dividends thereon (whether or not earned or declared but without interest) to the date payment of such distribution is made in full.
The MRP Shares pay a monthly dividend at an annual rate of 6.476%, or $1.619 per share, per year. The dividend rate is subject to adjustment under certain circumstances.
Cumulative cash dividends or distributions on each MRP Share are payable monthly, when, as and if declared, or under authority granted, by the Board of Directors of the Fund out of funds legally available for such payment. The Fund will pay dividends on the MRP Shares every last business day of each month, commencing on September 30, 2026.
The MRP Shares rank senior to the Fund’s shares of common stock, par value $0.0001 per share (the “Common Stock”), in priority of payment of dividends and as to the distribution of assets upon dissolution, liquidation or winding up of the Fund’s affairs, and equal in priority with the Fund’s 6.00% Series A Cumulative Perpetual Preferred Stock, liquidation preference $25.00 per share, and all other future series of preferred shares the Fund may issue as to priority of payment of dividends and as to distributions of assets upon dissolution, liquidation or the winding-up of the Fund’s affairs; and subordinate in right of payment to amounts owed under the credit agreement, dated March 9, 2023, between the Fund and BNP Paribas Prime Brokerage International, Ltd., and to the holder of any future senior indebtedness.
The Fund is required to redeem, out of funds legally available therefor, all outstanding MRP Shares on September 18, 2031, or the “Term Redemption Date,” at a price equal to the liquidation preference plus an amount equal to accumulated but unpaid dividends and distributions, if any, on such shares (whether or not earned or declared, but excluding interest on such dividends) to, but excluding, the Term Redemption Date.
In addition, the Fund may, at its option, redeem in whole or in part out of funds legally available therefor, all, or any part of the MRP Shares in an amount not less than five percent of the MRP Shares then outstanding, from time to time, upon not less than 20 days nor more than 40 days notice to the holders thereof, at a price equal to the sum of the liquidation preference, plus an amount equal to accumulated but unpaid dividends and distributions, if any, (whether or not earned or declared, but excluding interest on such dividends) to, but excluding, the date fixed for redemption, plus a “Make-Whole Amount” equal to the excess, if any, of the discounted value of the remaining scheduled payments with respect to the liquidation preference of such MRP Shares as determined in accordance with the Securities Purchase Agreement (which Make-Whole Amount in no event shall be less than zero); provided, however, that the Fund may, at its option, redeem the MRP Shares within 3 months prior to the Term Redemption Date at a price equal to the liquidation preference plus an amount equal to accumulated but unpaid dividends and distributions, if any, (whether or not earned or declared, but excluding interest on such dividends) to, but excluding, the date fixed for redemption.
Additionally, if the asset coverage of the MRP Shares is less than or equal to 235% for any five business days within a ten-business day period, the Fund, upon not less than 12 days nor more than 40 days notice to the holders of MRP Shares, may redeem an amount of MRP Shares which results in the MRP Shares having an asset coverage percentage of more than 250% pro forma for such redemption, at a price equal to the sum of the liquidation preference, plus an amount equal to accumulated but unpaid dividends and distributions, if any, (whether or not earned or declared, but excluding interest on such dividends) to, but excluding, the date fixed for redemption, plus an amount equal to two percent of the liquidation preference amount.
If the Fund fails to maintain asset coverage of at least 225% with respect to the MRP Shares as of the close of business on any Friday (or, if such date is not a business day, the next preceding business day) (such date the “Asset Coverage Cure Date”), then the Fund is required to redeem, within 40 calendar days of the Asset Coverage Cure Date, such number of MRP Shares equal to (1) the product of (A) the quotient of the number of then-outstanding MRP Shares divided by the aggregate number of outstanding preferred shares of the Fund (including the MRP Shares) which are subject to an asset coverage test greater than or equal to 225% times (B) the minimum number of outstanding preferred shares of the Fund (including the MRP Shares) the redemption of which would result in the Fund having asset coverage of at least 225% with respect to the MRP Shares as of a date no more than 30 days after the Asset Coverage Cure Date.
In addition, the articles supplementary (the “Articles Supplementary”) contain restrictions on the incurrence of certain indebtedness and other financing obligations of the Fund that are senior to the MRP Shares (collectively, “Priority Debt”). If the Fund is out of compliance with an asset coverage ratio of at least 275% with respect to Priority Debt (the “Priority Debt Incurrence Asset Coverage”) as of the most recent weekly valuation date (each, a “Valuation Date”) and would fail to satisfy a test requiring that Priority Debt remain below 5% of the Fund’s total managed assets (the “Priority Debt Test”) immediately after giving effect to additional Priority Debt on a pro forma basis, the Fund may not incur additional Priority Debt, issue, renew, extend or amend any letter of credit constituting Priority Debt (to the extent such action results in an increase in the stated amount, term or other credit exposure), or borrow under existing Priority Debt. If the Fund breaches the Priority Debt incurrence restriction, the Fund is required, no later than five Business Days after such breach, to offer to redeem all or any portion of the MRP Shares held by such MRP Shares holder at the redemption price equal to the sum of the liquidation preference, plus a redemption amount equal to 2% of the liquidation preference, plus accumulated but unpaid dividends and distributions, if any.
Separately, if, as of any Valuation Date, the Fund is not in compliance with an asset coverage ratio of at least 250% with respect to Priority Debt (the “Priority Debt Maintenance Asset Coverage”) and the Fund does not satisfy the Priority Debt Test, the Fund must, within a cure period of seven Business Days (the “Priority Debt Cure Period”), either obtain the written consent of the holders of the requisite percentage of the MRP Shares as specified in the Securities Purchase Agreement waiving such noncompliance or cure the failure by repaying outstanding Priority Debt in an amount sufficient to satisfy the Priority Debt Test. If the Fund fails to obtain such waiver or cure within the Priority Debt Cure Period, the Fund is required, no later than five Business Days following the expiration of the cure period, to offer to redeem all or any portion of the MRP Shares held by such MRP Shares holder at the redemption price equal to the sum of the liquidation preference, plus a redemption amount equal to 2% of the liquidation preference, plus accumulated but unpaid dividends and distributions, if any.
The MRP Shares will not be listed on any exchange and may not be transferred without the consent of the Fund.
The foregoing description of the MRP Shares does not purport to be complete and is qualified in its entirety by reference to the full text of the Articles Supplementary, filed herewith as Exhibit 3.1 and incorporated by reference herein, and the Securities Purchase Agreement, filed herewith as Exhibit 10.1 and incorporated by reference herein.
Item 3.02. Unregistered Sales of Equity Securities
The disclosure required by this Item and included in Item 1.01 of this Current Report is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On June 30, 2026 and September 15, 2026, the Board of Directors (the “Board”) of the Fund approved the Articles Supplementary establishing and fixing the rights and preferences of the MRP Shares. The Articles Supplementary were effective September 18, 2026 for the MRP Shares, liquidation preference of $25.00 per share. A copy of the Articles Supplementary is filed as Exhibit 3.1 to this Current Report and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
| 3.1 | Articles Supplementary Series B Mandatory Redeemable Preferred Stock |
| 10.1 | Securities Purchase Agreement, dated as of September 18, 2026, between the Fund and the Purchasers |
| 99.1 | Press Release, dated September 18, 2026 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| RiverNorth Opportunities Fund, Inc. | |||
| By: | /s/ Patrick W. Galley | ||
| Name: | Patrick W. Galley | ||
| Title: | President |
Date: September 18, 2026
RiverNorth Opportunities Fund, Inc.
Articles Supplementary
Series B Mandatory Redeemable Preferred Stock
RiverNorth Opportunities Fund, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “SDAT”) that:
First: The Corporation is authorized under Article V of the charter of the Corporation (which, as restated, amended or supplemented from time to time, together with these Articles Supplementary, is referred to herein as the “Charter”) to issue 50,000,000 shares of stock, of which 46,090,000 are shares of Common Stock, $0.0001 par value per share (“Common Stock”) and 3,910,000 are shares of Series A Perpetual Preferred Stock, $0.0001 par value per share.
Second: Pursuant to the authority contained in Article V of the Charter and Section 2-208 of the Maryland General Corporation Law, the Board of Directors by duly adopted resolutions reclassified and designated 3,000,000 shares of authorized but unissued Common Stock as shares of a new series of Preferred Stock (as defined in the Charter) designated as Series B Mandatory Redeemable Preferred Stock, par value $0.0001 per share, liquidation preference $25.00 per share, with the following preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption, which, upon any restatement of the Charter, shall become part of Article V of the Charter, with any necessary or appropriate renumbering or relettering of the sections or subsections hereof.
Mandatory
Redeemable Preferred (“MRP”)
Shares
Designation and Terms
Preferred Stock: (i) 3,000,000 shares of Common Stock are reclassified and designated as Series B Mandatory Redeemable Preferred Stock, par value $0.0001 per share, liquidation preference $25.00 per share (the “Series B MRP Shares”).
The initial Dividend Period for the Series B MRP Shares shall be the period from and including the Original Issue Date thereof to and including September 30, 2026. Each Series B MRP Share will have a dividend rate equal to the Applicable Rate, as determined from time to time; and subject to adjustment pursuant to Section 2(c) hereof. Each Series B MRP Share shall have such other preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption, in addition to those required by applicable law or set forth in the Charter applicable to shares of Preferred Stock, as are set forth herein. The Series B MRP Shares shall constitute a separate series of Preferred Stock.
Subject to the provisions of Section 3(i) and Section 6 hereof, the Board of Directors of the Corporation may, in the future, authorize the issuance of additional Preferred Stock with the same
preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption and other terms herein described, except that the initial Dividend Period, the Applicable Rate for the initial Dividend Period and the initial Dividend Payment Date shall be as set forth in the Articles Supplementary relating to such additional Preferred Stock.
As used herein, capitalized terms not otherwise defined herein shall have the meanings provided in Section 12 hereof.
Section 1. Number of Shares; Ranking.
(a) The number of authorized Series B MRP Shares is 3,000,000 shares. No fractional Series B MRP Shares shall be issued.
(b) Any Series B MRP Shares which at any time have been redeemed or purchased by the Corporation shall, after redemption or purchase, be returned to the status of authorized but unissued Common Stock of the Corporation, until reclassified by the Board of Directors.
(c) The Series B MRP Shares shall rank (i) on a parity with each other and any other class or series of Preferred Stock as to the payment of dividends to which the shares are entitled and the distribution of assets upon dissolution, liquidation or winding up of the affairs of the Corporation and (ii) senior to Common Stock as to payment of dividends to which the shares are entitled and the distribution of assets upon dissolution, liquidation or winding up of the affairs of the Corporation.
(d) No Holder of Series B MRP Shares shall have, solely by reason of being a Holder, any preemptive right, or, unless otherwise determined by the Board of Directors, other right to acquire, purchase or subscribe for any Series B MRP Shares, Common Stock or other securities of the Corporation which it may hereafter issue or sell.
(e) No Holder of Series B MRP Shares shall be entitled to exercise the rights of an objecting stockholder under Title 3, Subtitle 2 of the Maryland General Corporation Law (the “MGCL”) or any successor provision, except that each such Holder shall be entitled to exercise such rights if and so long as any of the holders of Common Stock or Preferred Stock is entitled to exercise such rights.
Section 2. Dividends.
(a) The Holders of Series B MRP Shares shall be entitled to receive monthly cumulative cash dividends, when, as and if authorized by the Board of Directors and declared by the Corporation, out of funds legally available therefor, at the rate per annum equal to the Applicable Rate (or the Default Rate), and no more, payable on the respective dates determined as set forth in paragraph (b) of this Section 2. Dividends on Outstanding Series B MRP Shares shall accumulate from and including the Original Issue Date.
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(b) (i) Dividends shall be payable monthly on Series B MRP Shares when, as and if authorized by the Board of Directors and declared by the Corporation beginning on the initial Dividend Payment Date, and with respect to any Dividend Period thereafter on each Dividend Payment Date.
(ii) Except as otherwise set forth herein, the Corporation shall pay an aggregate amount of federal funds or similar same‑day funds, equal to the dividends to be paid to all Holders of such shares on each Dividend Payment Date in accordance with Section 14 of the Securities Purchase Agreement. The Corporation shall not be required to establish any reserves for the payment of dividends.
(iii) Each dividend on Series B MRP Shares shall be paid on the Dividend Payment Date therefor to the Holders as their names appear on the stock ledger or stock records of the Corporation at the start of business on the Dividend Payment Date. Dividends in arrears for any past Dividend Period may be declared and paid at any time, without reference to any regular Dividend Payment Date, to the Holders as their names appear on the stock ledger or stock records of the Corporation at the close of business on a date, not exceeding 5 days preceding the payment date thereof, as may be fixed by the Board of Directors. No interest will be payable in respect of any dividend payment or payments which may be in arrears; provided however that the Dividend Rate may be increased in such circumstances as set forth herein.
(c) (i) So long as the Series B MRP Shares are rated on any date no less than “A” by Moody’s (and no less than an equivalent of such rating by each Other Rating Agency), the dividend rate on the Outstanding Series B MRP Shares (the “Dividend Rate”) shall be the Applicable Rate. If the lowest credit rating assigned on any date of the Series B MRP Shares by Moody’s or any Other Rating Agency is equal to one of the ratings set forth in the table below (or its equivalent by an Other Rating Agency), the Dividend Rate for the Series B MRP Shares shall be adjusted during such period by adding the respective enhanced dividend amount (which shall not be cumulative) set opposite such rating (or the equivalent rating from any Other Rating Agency) to the Applicable Rate.
|
Moody’s Equivalent |
Enhanced Dividend Amount |
|
“A3” |
0.5% |
|
“Baa1” to “Baa3” |
2.0% |
|
“Ba1” or below |
4.0% |
The Corporation shall, at all times, use its reasonable best efforts to cause at least one NRSRO to maintain a current rating on the Series B MRP Shares. If, notwithstanding the foregoing requirements of this Section 2(c)(i), no Rating Agency is rating the Outstanding Series B MRP Shares, the Dividend Rate (so long as no such rating exists) on the Outstanding Series B MRP Shares shall be equal to the Applicable Rate plus 4.0% unless the Dividend Rate is the Default Rate, in which case the Dividend Rate shall remain the Default Rate.
(ii) Subject to the cure provisions below, a “Default Period” will commence on any Dividend Payment Date or any date on which the Corporation would be required to redeem any
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Series B MRP Shares regardless of whether any of the conditions of the Special Proviso in Section 3(a)(iv) were applicable, if the Corporation fails to pay directly in accordance with Section 14 of the Securities Purchase Agreement by 1:00 p.m., New York City time, (A) the full amount of any dividends payable on the Dividend Payment Date (a “Dividend Default”) or (B) the full amount of any redemption price payable with respect to any redemption required hereunder regardless of whether any of the conditions of the Special Proviso exists (the “Redemption Date”) (a “Redemption Default,” and together with a Dividend Default, is hereinafter referred to as “Default”). Subject to the cure provisions of Section 2(c)(iii) below, a Default Period with respect to a Dividend Default or a Redemption Default shall end on the Business Day on which, by 12:00 noon, New York City time, all unpaid dividends, and in the case of a Redemption Date, any unpaid redemption price, shall have been directly paid in accordance with Section 14 of the Securities Purchase Agreement. In the case of a Default, the Dividend Rate for each day during the Default Period will be equal to the Default Rate.
(iii) No Default Period with respect to a Dividend Default or Redemption Default (if such default is not solely due to the willful failure of the Corporation) shall be deemed to commence if the amount of any dividend or any redemption price due is paid in accordance with Section 14 of the Securities Purchase Agreement within three Business Days (the “Default Rate Cure Period”) after the applicable Dividend Payment Date or Redemption Date, together with an amount equal to the Default Rate applied to the amount of such non‑payment based on the actual number of days within the Default Rate Cure Period divided by 360.
(iv) The amount of dividends per share payable on each Dividend Payment Date of each Dividend Period (including the first Dividend Period) shall be computed by multiplying the Applicable Rate (or the Default Rate) for such Dividend Period by a fraction, the numerator of which shall be 30 and the denominator of which shall be 360, multiplying the amount so obtained by the liquidation preference per Series B MRP Share, and rounding the amount so obtained to the nearest cent. Dividends payable on any Series B MRP Shares for any period of less than a full monthly Dividend Period, including upon any redemption of such shares on any date other than on a Dividend Payment Date, shall be computed by multiplying the Applicable Rate (or the Default Rate, if applicable) for such period by a fraction, the numerator of which shall be the actual number of days in such period and the denominator of which shall be 360, multiplying the amount so obtained by the liquidation preference per Series B MRP Share, and rounding the amount so obtained to the nearest cent.
(d) Any dividend payment made on Series B MRP Shares shall first be credited against the earliest accumulated but unpaid dividends due with respect to such Series B MRP Shares.
(e) For so long as the Series B MRP Shares are Outstanding, the Corporation will not declare, pay or set apart for payment any dividend or other distribution (other than a dividend or distribution paid in shares of, or options, warrants or rights to subscribe for or purchase, Common Stock or other shares of capital stock, if any, ranking junior to the Series B MRP Shares as to dividends or upon liquidation) with respect to Common Stock or any other stock of the Corporation ranking junior to or on a parity with the Series B MRP Shares as to dividends or upon liquidation, or call for redemption, redeem, purchase or otherwise acquire for consideration any Common Stock or any other such junior stock (except by conversion into or exchange for shares of the
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Corporation ranking junior to the Series B MRP Shares as to dividends and upon liquidation) or any such parity shares (except by conversion into or exchange for shares of the Corporation ranking junior to or on a parity with the Series B MRP Shares as to dividends and upon liquidation), unless (1) immediately after such transaction the Series B MRP Shares Asset Coverage would be achieved and the Corporation would satisfy the MRP Shares Basic Maintenance Amount, (2) full cumulative dividends on the Series B MRP Shares due on or prior to the date of the transaction have been declared and paid, and (3) the Corporation has redeemed the full number of Series B MRP Shares required to be redeemed by any provision for mandatory redemption contained in Section 3(a) (without regard to the provisions of the Special Proviso); (clauses (1),(2) and (3) are together the “2(e) Requirements”).
Section 3. Redemption.
(a) (i) The Corporation may, at its option, redeem in whole or in part out of funds legally available therefor, Series B MRP Shares at any time and from time to time in an amount not less than 5% of the Corporation’s Series B MRP Shares, upon not less than 20 days nor more than 40 days’ notice as provided below, at the sum of (A) the Series B MRP Liquidation Preference Amount (as defined herein) plus an amount equal to accumulated but unpaid dividends and other distributions on the Series B MRP Shares (whether or not earned or declared by the Corporation, but excluding interest thereon), to, but excluding, the date fixed for redemption, plus (B) the Make-Whole Amount (which in no event shall be less than zero), provided however, the Corporation may, at its option (i) redeem the Series B MRP Shares within three (3) months prior to the Series B Term Redemption Date, at the Series B MRP Liquidation Preference Amount plus accumulated but unpaid dividends and distributions thereon (whether or not earned or declared by the Corporation, but excluding interest thereon), to, but excluding, the date fixed for redemption. Notwithstanding the foregoing, the Corporation shall not give a notice of or effect any redemption pursuant to this Section 3(a)(i) unless (in the case of any partial redemption of Series B MRP Shares), on the date on which the Corporation intends to give such notice and on the date of redemption, the Corporation would satisfy the MRP Shares Basic Maintenance Amount and the Series B MRP Shares Asset Coverage is greater than or equal to 225% immediately subsequent to such redemption, if such redemption were to occur on such date.
(ii) In addition to subparagraph (a)(i) of this Section, if the Series B MRP Shares Asset Coverage is less than or equal to 235%, for any five Business Days within a ten‑Business Day period, determined on the basis of values calculated as of a time within 48 hours (not including Sundays or holidays) next preceding the time of such determination within the ten‑Business Day period, the Corporation, upon not less than 12 days nor more than 40 days’ notice as provided below, may redeem the Series B MRP Shares at the Series B MRP Liquidation Preference Amount plus accumulated but unpaid dividends and distributions thereon (whether or not earned or declared by the Corporation, but excluding interest thereon) to, but excluding, the date fixed for redemption, plus a redemption amount equal to 2% of the Series B MRP Liquidation Preference Amount. The amount of Series B MRP Shares that may be redeemed under this provision shall not exceed an amount of Series B MRP Shares which results in a Series B MRP Shares Asset Coverage of more than 250% pro forma for such redemption, determined on the basis of values calculated as of a time within 48 hours (not including Sundays or holidays) next preceding the time of such determination.
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(iii) If the Corporation fails to maintain on any Valuation Date, the Series B MRP Shares Asset Coverage or the MRP Shares Basic Maintenance Amount (any such day, an “Asset Coverage Cure Date”), the Corporation shall, subject to Section 3(a)(iv), redeem the number of Series B MRP Shares provided below at the Series B MRP Liquidation Preference Amount plus an amount equal to accumulated but unpaid dividends and distributions thereon (whether or not earned or declared by the Corporation, but excluding interest thereon) to, but excluding, the date fixed for redemption, plus a redemption amount equal to 1% of the Series B MRP Liquidation Preference Amount. The number of Series B MRP Shares to be redeemed upon the Corporation’s failure to maintain the Series B MRP Shares Asset Coverage or the MRP Shares Basic Maintenance Amount on any Valuation Date will be equal to the product of (A) the quotient of the number of Outstanding Series B MRP Shares divided by the aggregate number of outstanding Preferred Stock of the Corporation (including the Series B MRP Shares) which have an asset coverage test greater than or equal to 225% times and (B) the minimum number of outstanding shares of Preferred Stock of the Corporation (including the Series B MRP Shares) the redemption of which would result in the Corporation satisfying the Series B MRP Shares Asset Coverage and the MRP Shares Basic Maintenance Amount as of a date that is no more than 30 days after an Asset Coverage Cure Date (provided that, if there is no such number of Series B MRP Shares the redemption of which would have such result, the Corporation shall, subject to Section 3(a)(iv), redeem all Series B MRP Shares then Outstanding). Notwithstanding the foregoing, if the Corporation satisfies the Series B MRP Shares Asset Coverage and the MRP Shares Basic Maintenance Amount as of a date that is no more than 30 days after an Asset Coverage Cure Date before taking into account any redemptions of Preferred Stock, the Corporation shall not be obligated to redeem any shares of Preferred Stock under this Section 3(a)(iii). The asset coverage in respect of the Series B MRP Shares provided for in this Section 3(a)(iii) shall be determined on the basis of values calculated as of a time within 48 hours (not including Sundays or holidays) next preceding the time of such determination.
(iv) In determining the Series B MRP Shares to be redeemed in accordance with the foregoing Section 3(a) in the case of a partial redemption, the Corporation shall allocate the number of shares to be redeemed pursuant to this Section 3 pro rata among the Holders of Series B MRP Shares in proportion to the number of Series B MRP Shares they hold. The Corporation shall effect any redemption pursuant to subparagraph (a)(iii) of this Section 3 no later than 40 calendar days after the Asset Coverage Cure Date (a “Mandatory Redemption Date”), provided, that if (1) the Corporation does not have funds legally available for the redemption of, or (2) is not permitted under the Credit Agreement or any agreement or instrument consented to by the holders of a 1940 Act Majority of the Outstanding Preferred Stock pursuant to Section 4(f)(iii) to redeem or (3) is not otherwise legally permitted to redeem, the number of Series B MRP Shares which would be required to be redeemed by the Corporation under subparagraph (a)(iii) of this Section 3 if sufficient funds were available, together with shares of other Preferred Stock which are subject to mandatory redemption under provisions similar to those contained in this Section 3 (the foregoing provisions of clauses (1), (2) and (3) of this proviso being referred to as the “Special Proviso”), the Corporation shall redeem those Series B MRP Shares, and other shares of Preferred Stock which it was unable to redeem, on the earliest practicable date on which the Corporation will have such funds available and is otherwise not prohibited from redeeming pursuant to the Credit Agreement, or such agreement or instrument consented to by the holders of the 1940 Act Majority of the Outstanding Preferred Stock pursuant to Section 4(f)(iii) or applicable laws, upon notice pursuant to Section 3(b) to record owners of the Series B MRP Shares to be redeemed. The
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Corporation will make a payment of funds to the Holders of the Series B MRP Shares sufficient to redeem the specified number of Series B MRP Shares with respect to a redemption required under subparagraph (a)(iii) of this Section 3, by 1:00 p.m., New York City time, on or prior to the Mandatory Redemption Date.
(v) The Corporation shall redeem all Outstanding Series B MRP Shares on the Series B Term Redemption Date at the Series B MRP Liquidation Preference Amount plus an amount equal to accumulated but unpaid dividends and distributions thereon (whether or not earned or declared by the Corporation, but excluding interest thereon), to, but excluding, the Series B Term Redemption Date.
(b) In the event of a redemption pursuant to Section 3(a), the Corporation will, if required by law or regulation, file a notice of its intention to redeem with the Commission under Rule 23c‑2 under the 1940 Act or any successor provision to the extent applicable. In addition, the Corporation shall deliver a notice of redemption (the “Notice of Redemption”) containing the information set forth below to the Holders of Series B MRP Shares to be redeemed not less than 20 days (in the case of Section 3 (a)(i)), 12 days (in the case of Section 3(a)(ii)), or 3 Business Days (in the case of Sections 3(a)(iii), 12 and 13) and not more than 40 days prior to the applicable redemption date. Subject to the provisions of the Securities Purchase Agreement regarding notices to the Holders, the Notice of Redemption will be addressed to the Holders of Series B MRP Shares at their addresses appearing on the stock records of the Corporation. Such Notice of Redemption will set forth (1) the date fixed for redemption, (2) the number and identity of Series B MRP Shares to be redeemed, (3) the redemption price (specifying the amount of accumulated dividends to be included therein and the amount of the Make-Whole Amount, if any, or the redemption premium, if any), (4) that dividends on the shares to be redeemed will cease to accumulate on such date fixed for redemption (so long as redeemed), and (5) the provision of these terms of the Series B MRP Shares under which redemption shall be made. No defect in the Notice of Redemption or in the transmittal or mailing thereof will affect the validity of the redemption proceedings, except as required by applicable law.
(c) Notwithstanding the provisions of paragraph (a) of this Section 3, but subject to Section 5(b), no Series B MRP Shares may be redeemed unless all dividends in arrears on the Outstanding Series B MRP Shares and all shares of capital stock of the Corporation ranking on a parity with the Series B MRP Shares with respect to payment of dividends or upon liquidation have been or are being contemporaneously paid or set apart for payment; provided, however, that the foregoing shall not prevent the purchase or acquisition by the Corporation of all Outstanding Series B MRP Shares pursuant to the successful completion of an otherwise lawful purchase, tender or exchange offer made on the same terms to, and accepted by, Holders of all Outstanding Series B MRP Shares.
(d) Upon payment in accordance with Section 14 of the Securities Purchase Agreement on or prior to the date fixed for redemption and the giving of the Notice of Redemption to the Holders of the Series B MRP Shares under paragraph (b) of this Section 3, dividends on such shares shall cease to accumulate and such shares shall no longer be deemed to be Outstanding for any purpose (including, without limitation, for purposes of calculating whether the Corporation has maintained the Series B MRP Shares Asset Coverage or met the MRP Shares Basic
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Maintenance Amount), and all rights of the Holder of the shares so called for redemption shall cease and terminate, except the right of such Holder to receive the redemption price specified herein, but without any interest or other additional amount.
(e) To the extent that any redemption for which a Notice of Redemption has been given is not made by reason of the Special Proviso, such redemption shall be made as soon as practicable to the extent such funds become legally available or such redemption is no longer otherwise prohibited. Failure to redeem Series B MRP Shares shall be deemed to exist when the Corporation shall have failed, for any reason whatsoever, to pay in accordance with Section 14 of the Securities Purchase Agreement the redemption price with respect to any shares for which such Notice of Redemption has been given in accordance with Sections 3(a) and 3(b) hereof. Notwithstanding the fact that the Corporation may not have redeemed Series B MRP Shares for which a Notice of Redemption has been given, dividends may be declared and paid on Series B MRP Shares and shall include those Series B MRP Shares for which Notice of Redemption has been given but for which deposit of funds has not been made.
(f) [Intentionally omitted.]
(g) Except for the provisions described above, nothing contained in these terms of the Series B MRP Shares limits any right of the Corporation to purchase or otherwise acquire any Series B MRP Shares at any price, whether higher or lower than the price that would be paid in connection with an optional or mandatory redemption, so long as, at the time of any such purchase, (1) there is no arrearage in the payment of dividends on, or the mandatory or optional redemption price with respect to, any Series B MRP Shares for which Notice of Redemption has been given, (2) the Corporation is in compliance with the Series B MRP Shares Asset Coverage and the MRP Shares Basic Maintenance Amount after giving effect to such purchase or acquisition on the date thereof and (3) an offer to purchase or otherwise acquire any Series B MRP Shares is made by the Corporation pro rata to the Holders of all of the Outstanding Series B MRP Shares upon the same terms and conditions with respect to other Outstanding Series B MRP Shares.
(h) In the case of any redemption pursuant to this Section 3, only whole Series B MRP Shares shall be redeemed, and in the event that any provision of the Charter would require redemption of a fractional share, the Corporation shall be authorized to round up so that only whole shares are redeemed.
(i) Notwithstanding anything herein to the contrary, the Board of Directors may authorize, create or issue any class or series of shares of capital stock, including other series of mandatory redeemable preferred stock, ranking on a parity with the Series B MRP Shares with respect to the payment of dividends or the distribution of assets upon dissolution, liquidation or winding up of the affairs of the Corporation (“Parity Stock”), to the extent permitted by the 1940 Act, if, (i) upon issuance, the Corporation would meet the Series B MRP Shares Asset Coverage and the MRP Shares Basic Maintenance Amount and (ii) in the event the holders of such Parity Stock have the benefit of any rights substantially similar to Sections 2(e), 3(a)(iii), 4(f)(iv) or 4(l) which are additional to or more beneficial than the rights of the Holders of the Series B MRP Shares under such sections, these Articles Supplementary shall be deemed to include such additional or more beneficial rights for the benefit of the Holders of the Series B MRP Shares.
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Such rights incorporated herein shall be terminated when and if terminated with respect to such other Parity Stock and shall be deemed amended or modified concurrently with any amendment or modification of such other Parity Stock but, in no event, shall any such termination, amendment or modification affect the remaining rights of the Holders of the Series B MRP Shares.
Section 4. Voting Rights.
(a) Except for matters which do not require the vote of Holders of Series B MRP Shares under the 1940 Act and except as otherwise provided in the Charter or Bylaws, herein or as otherwise required by applicable law, (1) each Holder of Series B MRP Shares shall be entitled to one vote for each Series B MRP Share held on each matter submitted to a vote of stockholders of the Corporation, and (2) the holders of Outstanding Preferred Stock and Common Stock shall vote together as a single class on all matters submitted to stockholders; provided, however, that the holders of Outstanding Preferred Stock shall be entitled, as a class, to the exclusion of the holders of shares of all other classes of stock of the Corporation, to elect two Directors of the Corporation at all times. Subject to the foregoing rights of the Holders of the Series B MRP Shares, the identity and class (if the Board of Directors is then classified) of the nominees for such Directors may be fixed by the Board of Directors. Subject to paragraph (b) of this Section 4, the holders of Outstanding Common Stock and Preferred Stock, voting together as a single class, shall elect the balance of the Directors.
(b) During any period in which any one or more of the conditions described below shall exist (such period being referred to herein as a “Voting Period”), the number of Directors constituting the Board of Directors shall automatically increase by the smallest number that, when added to the two Directors elected exclusively by the holders of Preferred Stock would constitute a majority of the Board of Directors as so increased by such smallest number; and the holders of 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 shares of 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 accumulated dividends (whether or not earned or declared) on Preferred Stock equal to at least two full years’ dividends shall be due and unpaid; or
(ii) if at any time holders of any shares of Preferred Stock are entitled under the 1940 Act to elect a majority of the Directors of the Corporation.
If a Voting Period has commenced pursuant to Section 4(b)(i), the Voting Period shall not end until all such accumulated dividends are paid to the holders of Preferred Stock or have been otherwise provided for in a manner approved by the holders of the Preferred Stock. Upon the termination of a Voting Period, the voting rights described in this paragraph (b) of Section 4 shall cease, subject always, however, to the revesting of such voting rights in the holders of Preferred Stock upon the further occurrence of any of the events described in this paragraph (b) of Section 4.
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(c) As soon as practicable after the accrual of any right of the holders of Preferred Stock to elect additional Directors as described in paragraph (b) of this Section 4, the Corporation shall call a special meeting of such holders, and mail a notice of such special meeting to such holders, such meeting to be held not less than 10 nor more than 30 calendar days after the date of mailing of such notice. If the Corporation fails to send such notice or if a special meeting is not called at the expense of the Corporation, it may be called by any such holder on like notice. The record date for determining the holders entitled to notice of and to vote at such special meeting shall be the close of business on the fifth Business Day preceding the day on which such notice is mailed. At any such special meeting and at each meeting of holders of Preferred Stock held during a Voting Period at which Directors are to be elected, a majority of such holders, voting as a separate 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 paragraph (b) of this Section 4 on a one‑vote‑per‑share basis.
(d) The terms of office of all persons who are Directors of the Corporation at the time of a special meeting of Holders of the Series B MRP Shares and holders of other Preferred Stock to elect Directors shall continue, notwithstanding the election at such meeting by the Holders of the Series B MRP Shares and such holders of other Preferred Stock of the number of Directors that they are entitled to elect, and the persons so elected by such holders, together with the two incumbent Directors elected by such holders and the remaining incumbent Directors, shall constitute the duly elected Directors of the Corporation.
(e) Simultaneously with the termination of a Voting Period, the terms of office of the additional Directors elected by the Holders of the Series B MRP Shares and holders of shares of other Preferred Stock pursuant to paragraph (b) of this Section 4 shall terminate, the number of Directors constituting the Board of Directors shall decrease accordingly, the remaining Directors shall constitute the Directors of the Corporation and the voting rights of such holders to elect additional Directors pursuant to paragraph (b) of this Section 4 shall cease, subject to the provisions of the last sentence of paragraph (b) of this Section 4.
(f) So long as any series of the Preferred Stock are Outstanding, the Corporation will not, without the affirmative vote of the holders of a majority of the outstanding Preferred Stock determined with reference to a “majority of outstanding voting securities” as that term is defined in Section 2(a)(42) of the 1940 Act (a “1940 Act Majority”), voting as a separate class:
(i) amend, alter or repeal (including by merger, consolidation or otherwise) any of the preferences, rights or powers of such class of Preferred Stock so as to adversely affect such preferences, rights or powers and will not amend any provision of the Charter or Bylaws in a manner which would restrict or limit the ability of the Corporation to comply with the terms and provisions of the Securities Purchase Agreement;
(ii) amend, alter or repeal (including by merger, consolidation or otherwise) any of the provisions of the Charter or Bylaws if such amendment, alteration or repeal would adversely affect any privilege, preference, right or power of the Series B MRP Shares or the Holders thereof;
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(iii) enter into, become a party to, be bound by or adopt or allow to exist any agreement or instrument or any evidence of indebtedness which contains restrictive covenants intended to limit the right of the Corporation to make dividends, distributions, redemptions or repurchases of Preferred Stock (each a “Restricted Payment Covenant”) which are more restrictive than the most restrictive of the provisions of Section 13(d)(viii) of the Credit Agreement as in effect on September 3, 2026 (other than Restricted Payment Covenants that are more restrictive as a result of (1) a change in the laws or regulations or the Rating Agency Guidelines to which the Corporation is subject or (2) dividends, distributions, redemptions or repurchases of Preferred Stock being blocked or restricted as a result of the occurrence of any default or event of default as such terms are defined under any such agreement or instrument). For the avoidance of doubt, an amendment to, or adoption of, a covenant (other than a Restricted Payment Covenant) in any instrument or agreement evidencing indebtedness of the Corporation (including, without limitation the Credit Agreement) shall not require the affirmative vote of a 1940 Act Majority of the Holders of the Preferred Stock pursuant to this Section 4(f)(iii);
(iv) create, authorize or issue shares of any class of capital stock ranking on a parity with the Preferred Stock with respect to the payment of dividends or the distribution of assets, or any securities convertible into, or warrants, options or similar rights to purchase, acquire or receive, such shares of capital stock ranking on a parity with the Preferred Stock or reclassify any authorized shares of capital stock of the Corporation into any shares ranking on a parity with the Preferred Stock (except that, notwithstanding the foregoing, but subject to the provision of Section 3(i), the Board of Directors, without the vote or consent of the holders of the Preferred Stock may from time to time authorize, create and classify, and the Corporation, to the extent permitted by the 1940 Act, may from time to time issue, shares or series of Preferred Stock, including other series of Mandatory Redeemable Preferred Stock, ranking on a parity with the Series B MRP Shares with respect to the payment of dividends and the distribution of assets upon dissolution, liquidation or winding up of the affairs of the Corporation, and may authorize, reclassify and/or issue any additional Series B MRP Shares, including shares previously purchased or redeemed by the Corporation, subject to (i) continuing compliance by the Corporation with Series B MRP Shares Asset Coverage requirement and the MRP Shares Basic Maintenance Amount and, in all material respects, the other provisions of these Articles Supplementary, and (ii) the payment in full of all accrued and unpaid dividends on the Series B MRP Shares and the effectuation of all redemptions required in respect of the Series B MRP Shares, in each case, without regard to the Special Proviso in Section 3(a)(iv) except to the extent the proceeds of the issuance of such Preferred Stock are used to pay such dividends in full and to effect all such redemptions);
(v) liquidate or dissolve the Corporation;
(vi) create, incur or suffer to exist, or agree to create, incur or suffer to exist, or consent to cause or permit in the future (upon the happening of a contingency or otherwise) the creation, incurrence or existence of any material lien, mortgage, pledge, charge, security interest, security agreement, conditional sale or trust receipt or other material encumbrance of any kind upon any of the Corporation’s assets as a whole, except (A) liens
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the validity of which are being contested in good faith by appropriate proceedings, (B) liens for taxes that are not then due and payable or that can be paid thereafter without penalty, (C) liens, pledges, charges, security interests, security agreements or other encumbrances arising in connection with any indebtedness senior to the Series B MRP Shares or arising in connection with any futures contracts or options thereon, interest rate swap or cap transactions, forward rate transactions, put or call options, short sales of securities or other similar transactions, (D) liens, pledges, charges, security interests, security agreements or other encumbrances arising in connection with any indebtedness permitted under clause (vii) below and (E) liens to secure payment for services rendered, including, without limitation, services rendered by the Corporation’s custodian;
(vii) create, authorize, issue, incur or suffer to exist any indebtedness for borrowed money or any direct or indirect guarantee of such indebtedness for borrowed money or any direct or indirect guarantee of such indebtedness, except the Corporation may borrow and issue indebtedness as may be permitted by the Corporation’s investment restrictions or as may be permitted by the 1940 Act;
(viii) create, authorize or issue any shares of capital stock of the Corporation which are senior to the Series B MRP Shares with respect to the payment of dividends, the making of redemptions, liquidation preference or the distribution of assets of the Corporation.
(g) The affirmative vote of the holders of a 1940 Act Majority of the Outstanding shares of Preferred Stock, voting as a separate class, shall be required to approve any plan of reorganization (as such term is used in the 1940 Act) adversely affecting such shares or any action requiring a vote of security holders of the Corporation under Section 13(a) of the 1940 Act.
(h) The affirmative vote of the holders of a 1940 Act Majority of the Series B MRP Shares, voting separately as a series, shall be required with respect to any matter that materially and adversely affects the rights, preferences, or powers of the Series B MRP Shares in a manner different from that of other separate series of classes of the Corporation’s shares of capital stock. The vote of holders of any shares described in this Section 4(h) will in each case be in addition to a separate vote of the requisite percentage of Common Stock and/or Preferred Stock, if any, necessary to authorize the action in question.
(i) Unless otherwise required by law, Holders of Series B MRP Shares shall not have any relative rights or preferences or other special rights other than those specifically set forth herein. The Holders of Series B MRP Shares shall have no rights to cumulative voting.
(j) The foregoing voting provisions will not apply with respect to the Series B MRP Shares if, at or prior to the time when a vote is required, such shares have been (i) redeemed or (ii) called for redemption and sufficient funds shall have been deposited in trust to effect such redemption.
(k) Any vote, amendment, waiver, or consent granted or to be effected by any Holder of Series B MRP Shares that has agreed to transfer such Series B MRP Shares to the Corporation or
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any Affiliate of the Corporation and has agreed to provide such waiver, vote, amendment or modification as a condition to such transfer shall be void and of no effect except as to such Holder.
(l) So long as any shares of Preferred Stock are Outstanding, the Corporation will not, without the affirmative vote of (1) the holders of a 1940 Act Majority of the outstanding shares of Preferred Stock, voting as a separate class, and (2) the holders of a 1940 Act Majority of the holders of the Series B MRP Shares, voting as a separate series, create, authorize or issue shares of any class or series of capital stock ranking senior to the Preferred Stock with respect to the payment of dividends or the distribution of assets, or any securities convertible into, or warrants, options or similar rights to purchase, acquire or receive, such shares of capital stock ranking senior to the Preferred Stock or reclassify any authorized shares of capital stock of the Corporation into any shares ranking senior to the Preferred Stock.
(m) The Holders of Series B MRP Shares shall have exclusive voting rights on any Charter amendment that would alter the contract rights, as expressly set forth in the Charter, of only the Series B MRP Shares.
Section 5. Liquidation Rights.
(a) Upon the dissolution, liquidation or winding up of the affairs of the Corporation, whether voluntary or involuntary, the Holders of Series B MRP Shares then Outstanding, together with holders of shares of any Preferred Stock ranking on a parity with the Series B MRP Shares upon dissolution, liquidation or winding up, shall be entitled to receive and to be paid out of the assets of the Corporation (or the proceeds thereof) available for distribution to its stockholders after satisfaction of claims of creditors of the Corporation, but before any distribution or payment shall be made in respect of the Common Stock, an amount equal to the liquidation preference with respect to such shares. The liquidation preference for Series B MRP Shares shall be $25.00 per share, plus an amount equal to all accumulated and unpaid dividends thereon (whether or not earned or declared but without interest) to the date payment of such distribution is made in full. No redemption premium (including without limitation any Make-Whole Amount) shall be paid upon any liquidation even if such redemption premium would be paid upon optional or mandatory redemption of the relevant shares. In determining whether a distribution (other than upon voluntary or involuntary liquidation), by dividend, redemption or otherwise, is permitted under the MGCL, amounts that would be needed, if the Corporation were to be dissolved at the time of distribution, to satisfy the liquidation preference of the Series B MRP Shares will not be added to the Corporation’s total liabilities.
(b) 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 Preferred Stock shall be insufficient to permit the payment in full to holders of the amounts to which they are entitled, then the available assets shall be distributed among the holders of all outstanding shares of Preferred Stock ratably in any distribution of assets according to the respective amounts which would be payable on all the shares if all amounts thereon were paid in full.
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(c) Upon the dissolution, liquidation or winding up of the affairs of the Corporation, whether voluntary or involuntary, until payment in full is made to the Holders of Series B MRP Shares of the liquidation distribution to which they are entitled, (1) no dividend or other distribution shall be made to the holders of Common Stock or any other class or series of shares of capital stock of the Corporation ranking junior to Series B MRP Shares upon dissolution, liquidation or winding up and (2) no purchase, redemption or other acquisition for any consideration by the Corporation shall be made in respect of the Common Stock or any other class of shares of capital stock of the Corporation ranking junior to Series B MRP Shares upon dissolution, liquidation or winding up.
(d) A consolidation, reorganization or merger of the Corporation with or into any company, trust or other legal entity, or a sale, lease or exchange of all or substantially all of the assets of the Corporation in consideration for the issuance of equity securities of another company, trust of other legal entity shall not be deemed to be a liquidation, dissolution or winding up, whether voluntary or involuntary, for the purposes of this Section 5.
(e) After the payment to the holders of Preferred Stock of the full preferential amounts provided for in this Section 5, the holders of Preferred Stock as such shall have no right or claim to any of the remaining assets of the Corporation.
(f) Subject to the rights of the holders of shares of any series or class or classes of stock ranking on a parity with Series B MRP Shares with respect to the distribution of assets upon dissolution, liquidation or winding up of the affairs of the Corporation, after payment shall have been made in full to the Holders of the Series B MRP Shares as provided in paragraph (a) of this Section 5, but not prior thereto, any other series or class or classes of stock ranking junior to Series B MRP Shares with respect to the distribution of assets upon dissolution, liquidation or winding up of the affairs of the Corporation shall, subject to any respective terms and provisions (if any) applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the Holders of the Series B MRP Shares shall not be entitled to share therein.
Section 6. Certain Other Restrictions.
If the Rating Agency Guidelines require the Corporation to receive a prior written confirmation that certain actions would not impair the rating then assigned by the Rating Agency to the Series B MRP Shares, then the Corporation will not engage in such actions unless it has received written confirmation from each such Rating Agency that such actions would not impair the rating then assigned by such Rating Agency.
Section 7. Compliance Procedures for Asset Maintenance Tests.
For so long as any Series B MRP Shares are Outstanding and Moody’s or any Other Rating Agency which so requires is then rating such shares, the Corporation shall deliver to each rating agency which is then rating Series B MRP Shares and any other party specified in the Rating Agency Guidelines all certificates that are set forth in the respective Rating Agency Guidelines at such times and containing such information as set forth in the respective Rating Agency Guidelines.
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Section 8. Notice.
All notices and communications provided for hereunder shall be made in accordance with Section 18 of the Securities Purchase Agreement, except as otherwise provided in these terms of the Series B MRP Shares or by the MGCL for notices of stockholders’ meetings.
Section 9. Waiver.
Without limiting Section 4(k) and Section 4(l) above, to the extent permitted by Maryland law and the 1940 Act, holders of a 1940 Act Majority of the outstanding shares of Preferred Stock, acting collectively or voting separately from any other series, may by affirmative vote waive any provision hereof intended for their respective benefit in accordance with such procedures as may from time to time be established by the Board of Directors.
Section 10. Termination.
If no Series B MRP Shares are Outstanding, all rights and preferences of such shares established and designated hereunder shall cease and terminate, and all obligations of the Corporation under these terms of the Series B MRP Shares, shall terminate as to such Series B MRP Shares.
Section 11. Rating Agency Requests.
(a) In the event the Corporation has been requested by an NRSRO which is then rating the Series B MRP Shares to take any action with respect to such Series B MRP Shares to maintain the rating of such NRSRO thereon and such action would require the vote of the Holders of Series B MRP Shares, if the Corporation shall give written notice of such request in reasonable detail of such action by the related NRSRO in writing to each Holder of Series B MRP Shares in accordance with the requirements of Section 18 of the Securities Purchase Agreement, (but only by delivery by nationally recognized courier service of hard copies and only if such “courier” receives written acknowledgement of receipt by such Holder) (such notice being referred to as the “Corporation Request”), a Holder shall be deemed to have agreed to the matters requested by the Corporation in such Corporation Request if such Holder does not object to the Corporation Request within 30 days after receipt of the Corporation Request.
(b) Subject to the provisions of these terms of the Series B MRP Shares, including Section 11(a), the Board of Directors may, by resolution duly adopted, without stockholder approval (except as otherwise provided by these terms of the Series B MRP Shares or required by applicable law), modify these terms of the Series B MRP Shares to reflect any modification hereto which the Board of Directors is entitled to adopt pursuant to the terms of Section 11(a) hereof.
Section 12. Priority Debt Incurrence Restrictions.
(a) If (x) the Corporation is out of compliance with the Priority Debt Incurrence Asset Coverage as of the most recent Valuation Date or other most recent determination and (y) the
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Corporation would fail the Priority Debt Test immediately after giving effect, on a pro forma basis, to such action, then the Corporation shall not (i) incur additional Priority Debt, (ii) issue, renew, extend or amend (including by automatic renewal or extension) any letter of credit constituting Priority Debt, to the extent such action results in the issuance of a new letter of credit or an increase in the stated amount, term or other credit exposure thereunder, or (iii) borrow under existing Priority Debt.
(b) If the Corporation fails to comply with this Section 12(a) (a “Priority Debt Incurrence Breach”), then the Corporation shall, no later than five (5) Business Days after a Priority Debt Incurrence Breach, deliver to each Holder of Series B MRP Shares a written notice (a “Priority Debt Incurrence Offer Notice”) offering to redeem (the “Priority Debt Incurrence Offer”) all or any portion of the Series B MRP Shares held by such Holder.
(c) The redemption price applicable to any Series B MRP Shares redeemed pursuant to a Priority Debt Incurrence Offer shall be an amount equal to (i) the Series B MRP Liquidation Preference Amount plus (ii) a redemption amount equal to 2% of the Series B MRP Liquidation Preference Amount, plus (iii) accumulated but unpaid dividends and other distributions on the Series B MRP Shares (whether or not earned or declared by the Corporation, but excluding interest thereon) to, but excluding, the date fixed for redemption and otherwise in accordance with Section 3(b) and Section 3(c) (as applicable).
(d) Each Holder shall have the right, in its sole discretion, to accept or reject a Priority Debt Incurrence Offer with respect to all or any portion of the Series B MRP Shares held by such Holder. The Priority Debt Incurrence Offer Notice shall specify (i) the date fixed for redemption (the “Priority Debt Incurrence Redemption Date”), which shall be not less than 10 Business Days and not more than 30 Business Days after the date of the Priority Debt Incurrence Offer Notice, and (ii) the deadline and procedures for such Holder to accept the Priority Debt Incurrence Offer (including delivery of an acceptance notice), which deadline shall be not less than 5 Business Days prior to the Priority Debt Incurrence Redemption Date.
(e) A Holder may accept a Priority Debt Incurrence Offer with respect to less than all of such Holder’s Series B MRP Shares. No failure by any Holder to accept a Priority Debt Incurrence Offer shall affect the validity of such offer as to any other Holder or obligate any other Holder to accept such offer.
Section 13. Priority Debt Maintenance.
(a) If, as of any Valuation Date (a “Priority Debt Trigger Date”), (i) the Corporation is not in compliance with the Priority Debt Maintenance Asset Coverage, and (ii) the Corporation is not in compliance with the Priority Debt Test, then the Corporation shall comply with paragraph (b) below.
(b) Within the Priority Debt Cure Period following the Priority Debt Trigger Date, the Corporation shall either: (i) obtain the written consent of the Required Holders waiving such noncompliance; or (ii) cure the failure to satisfy the Priority Debt Test by repaying principal of
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outstanding Priority Debt (and/or taking such other actions as reduce Priority Debt) in an amount sufficient so that the Priority Debt Test is satisfied.
(c) If the Corporation has not obtained a waiver under Section 13(b)(i) or effected a cure under paragraph (b)(ii) within the Priority Debt Cure Period, then, the Corporation shall, no later than five (5) Business Days following the expiration of the Priority Debt Cure Period, deliver to each Holder of Series B MRP Shares a written notice (a “Priority Debt Maintenance Offer Notice”) offering to redeem (the “Priority Debt Maintenance Offer”) all or any portion of the Series B MRP Shares held by such Holder.
(d) The redemption price applicable to any Series B MRP Shares redeemed pursuant to a Priority Debt Maintenance Offer shall be an amount equal to (i) the Series B MRP Liquidation Preference Amount plus (ii) a redemption amount equal to 2% of the Series B MRP Liquidation Preference Amount plus (iii) accumulated but unpaid dividends and other distributions on the Series B MRP Shares (whether or not earned or declared by the Corporation, but excluding interest thereon) to, but excluding, the date fixed for redemption, and otherwise in accordance with Section 3(b) and Section 3(c) (as applicable).
(e)
Each Holder shall have the right, in its sole discretion, to accept or reject a Priority Debt Maintenance Offer with respect to all or
any portion of the Series B MRP Shares held by such Holder. The Priority Debt Maintenance Offer Notice shall specify (i) the date fixed
for redemption (the “Priority Debt Maintenance Redemption Date”), which shall be not
less than 10 Business Days and not more than 30 Business Days after the date of the Priority Debt Maintenance Offer Notice, and (ii) the
deadline and procedures for such Holder to accept the Priority Debt Maintenance Offer (including delivery of an acceptance notice), which
deadline shall be not less than 5 Business Days prior to the Priority Debt Maintenance Redemption Date.
(f) A Holder may accept a Priority Debt Maintenance Offer with respect to less than all of such Holder’s Series B MRP Shares. No failure by any Holder to accept a Priority Debt Maintenance Offer shall affect the validity of such offer as to any other Holder or obligate any other Holder to accept such offer.
(g) Notwithstanding any other provision of these Articles Supplementary, in connection with any redemption of Series B MRP Shares pursuant to Section 3, Section 12 or Section 13, the Corporation shall file with the Commission notice of its intention to redeem such Series B MRP Shares in accordance with Rule 23c-2 under the 1940 Act (or any successor rule or regulation); the date fixed for any such redemption as may be necessary to permit the Corporation to comply with the filing requirements of Rule 23c-2 under the 1940 Act (the “Rule 23c-2 Compliance Date”); provided that nothing in this Section 13(g) shall relieve the Corporation of its obligation to deliver any Notice of Redemption, Priority Debt Incurrence Offer Notice or Priority Debt Maintenance Offer Notice within the time period specified in the applicable provision, or to effect the applicable redemption on or prior to the Rule 23c-2 Compliance Date.
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Section 14. Definitions.
As used herein, the following terms shall have the following meanings (with terms defined in the singular having comparable meanings when used in the plural and vice versa), unless the context otherwise requires:
“Affiliate” means, at any time, and with respect to any Person, any other Person that at such time directly or indirectly through one or more intermediaries Controls, or is Controlled by, or is under common Control with, such first Person. As used in this definition, “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. Unless the context otherwise clearly requires, any reference to an “Affiliate” is a reference to an Affiliate of the Corporation.
“Agency Discounted Value” means the quotient of the Market Value of an Eligible Asset divided by the applicable Rating Agency Discount Factor, provided that with respect to an Eligible Asset that is currently callable, Agency Discounted Value will be equal to the quotient as calculated above or the call price, whichever is lower, and that with respect to an Eligible Asset that is prepayable, Agency Discounted Value will be equal to the quotient as calculated above or the par value, whichever is lower.
“Applicable Rate” means 6.476% per annum, as adjusted (if applicable) in accordance with Section 2(c)(i) hereof.
“Asset Coverage Cure Date” has the meaning set forth in Section 3(a)(iii).
“Basic Maintenance Amount” has the meaning set forth in such Rating Agency Guidelines.
“Board of Directors” or “Board” means the Board of Directors of the Corporation or any duly authorized committee thereof as permitted by applicable law.
“Business Day” means any day other than a Saturday, a Sunday or a day on which commercial banks in New York City are required or authorized to be closed or any day on which the New York Stock Exchange is closed for trading.
“Bylaws” means the bylaws of the Corporation as adopted on November 20, 2015 and amended on July 16, 2018, as may be further amended from time to time.
“Commission” means the United States Securities and Exchange Commission.
“Common Stock” means the shares of Common Stock, par value $0.0001 per share, of the Corporation.
“Credit Agreement” means that certain Committed Facility Agreement dated as of March 9, 2023 between the Corporation and BNP Paribas Prime Brokerage International, Ltd., as amended, modified, supplemented, replaced or refinanced from time to time.
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“Default” has the meaning set forth in Section 2(c)(ii) hereof.
“Default Period” has the meaning set forth in Section 2(c)(ii) hereof.
“Default Rate” means, for any calendar day, the Applicable Rate in effect on such day (without adjustment for any credit rating change on the Series B MRP Shares) plus 5% per annum.
“Default Rate Cure Period” has the meaning set forth in Section 2(c)(iii) hereof.
“Dividend Default” has the meaning set forth in Section 2(c)(ii) hereof.
“Dividend Payment Date” means the last Business Day of each January, February, March, April, May, June, July, August, September, October, November and December.
“Dividend Period” means the period from and including the Original Issue Date or other date of the original issuance thereof, as applicable, and ending on and including the next following Dividend Payment Date, and each subsequent period from but excluding a Dividend Payment Date and ending on and including the next following Dividend Payment Date.
“Dividend Rate” has the meaning set forth in Section 2(c)(i) hereof.
“Eligible Assets” means assets of the Corporation, if any, set forth in the Rating Agency Guidelines of each Rating Agency as eligible for inclusion in calculating the Agency Discounted Value of the Corporation’s assets in connection with the Rating Agency’s rating of any series of MRP Shares.
“Holder” means, with respect to Series B MRP Shares, the registered holder of Series B MRP Shares as the same appears on the stock ledger or stock records of the Corporation.
“Make‑Whole Amount” for each Series B MRP Share means, with respect to any Series B MRP Share, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Series B MRP Liquidation Preference Amount of such Series B MRP Share over the amount of such Series B MRP Liquidation Preference Amount, provided that the Make‑Whole Amount may in no event be less than zero. For the purposes of determining the Make‑Whole Amount, the following terms have the following meanings:
(1) “Discounted Value” means, with respect to the Series B MRP Liquidation Preference Amount of any Series B MRP Share, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Series B MRP Liquidation Preference Amount from their respective scheduled due dates to the Settlement Date with respect to such Series B MRP Liquidation Preference Amount, in accordance with accepted financial practice and at a discount factor (applied monthly on a Dividend Payment Date) equal to the Reinvestment Yield with respect to such Series B MRP Liquidation Preference Amount.
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(2) “Reinvestment Yield” means, with respect to the Series B MRP Liquidation Preference Amount of any Series B MRP Share, 0.50% over the yield to maturity implied by (i) the “Ask-Yield(s)” reported as of 10:00 a.m. (New York City time) on the second Business Day preceding the Settlement Date with respect to such Series B MRP Liquidation Preference Amount, on the display designated as “Page PX1” (or such other display as may replace Page PX1) on Bloomberg Financial Markets for the most recently issued actively traded on the run U.S. Treasury securities (“Reported”) having a maturity equal to the Remaining Average Life of such Series B MRP Liquidation Preference Amount as of such Settlement Date. If there are no such U.S. Treasury securities Reported having a maturity equal to such Remaining Average Life, then such implied yield to maturity will be determined by (i) converting U.S. Treasury bill quotations to bond equivalent yields in accordance with accepted financial practice and (ii) interpolating linearly between the “Ask Yields” Reported for the applicable most recently issued actively traded on-the-run U.S. Treasury securities with the maturities (1) closest to and greater than such Remaining Average Life and (2) closest to and less than such Remaining Average Life. The Reinvestment Yield shall be rounded to the number of decimal places as appears in the dividend rate of the applicable Series B MRP Shares.
If such yields are not Reported or the yields Reported as of such time are not ascertainable (including by way of interpolation), then “Reinvestment Yield” means, with respect to the Series B MRP Liquidation Preference Amount of any Series B MRP Shares, the sum of (x) 0.50% plus (y) the yield to maturity implied by the U.S. Treasury constant maturity yields reported, for the latest day for which such yields have been so reported as of the second Business Day preceding the Settlement Date with respect to such Series B MRP Liquidation Preference Amount, in Federal Reserve Statistical Release H.15 (or any comparable successor publication) for the U.S. Treasury constant maturity having a term equal to the Remaining Average Life of such Series B MRP Liquidation Preference Amount as of such Settlement Date. If there is no such U.S. Treasury constant maturity having a term equal to such Remaining Average Life, such implied yield to maturity will be determined by interpolating linearly between (1) the U.S. Treasury constant maturity so reported with the term closest to and greater than such Remaining Average Life and (2) the U.S. Treasury constant maturity so reported with the term closest to and less than such Remaining Average Life. The Reinvestment Yield shall be rounded to the number of decimal places as appears in the dividend rate of the applicable Series B MRP Shares.
(3) “Remaining Average Life” means, with respect to the Series B MRP Liquidation Preference Amount, the number of years (calculated to the nearest one‑twelfth year) that will elapse between the Settlement Date with respect to the Series B MRP Liquidation Preference Amount and the scheduled due date of such Remaining Scheduled Payment.
(4) “Remaining Scheduled Payments” means, with respect to the Series B MRP Liquidation Preference Amount of any Series B MRP Share, all payments of such Series B MRP Liquidation Preference Amount and dividends thereon at the Applicable Rate or the Default Rate (as applicable), as if they were paid on each Dividend Payment Date after the Settlement Date with respect to such Series B MRP Liquidation Preference Amount if
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no payment of such Series B MRP Liquidation Preference Amount were made prior to the Series B Term Redemption Date, provided that if such Settlement Date is not a Dividend Payment Date, then the amount of the next succeeding scheduled dividend payment will be reduced by the amount of dividends accrued to such Settlement Date and required to be paid on such Settlement Date pursuant to Section 3.
(5) “Settlement Date” means, with respect to the Series B MRP Liquidation Preference Amount of any Series B MRP Share, the date on which such Series B MRP Liquidation Preference Amount is to be prepaid pursuant to Section 3.
“Mandatory Redemption Date” has the meaning set forth in Section 3(a)(iv) hereof.
“Market Value” means the fair value of an asset of the Corporation determined pursuant to the Corporation’s Valuation and Fair Value Pricing Policies and Procedures.
“MGCL” has the meaning set forth in Section 1(e) hereof.
“Moody’s” means Moody’s Investors Service, Inc. and its successors at law.
“MRP Shares Basic Maintenance Amount” means, so long as a Ratings Agency is then rating any series of the Outstanding MRP Shares, the maintenance of Eligible Assets with an aggregate Discounted Value at least equal to the Basic Maintenance Amount, as separately determined; provided, however, (i) if no NRSRO is rating any series of the Outstanding MRP Shares or (ii) if the Ratings Agency does not incorporate the Basic Maintenance Amount in its Rating Agency Guidelines, the Corporation shall be deemed to have Eligible Assets with an aggregate Discounted Value in excess of the Basic Maintenance Amount for the purposes of this definition.
“1940 Act” means the Investment Company Act of 1940, as amended from time to time, and the rules and regulations adopted by the Commission thereunder.
“1940 Act Majority” has the meaning set forth in Section 4(f) hereof.
“Notice of Redemption” is defined in Section 3(b).
“NRSRO” means any of DBRS, Inc., Fitch Ratings, Inc., Kroll Bond Rating Agency, Inc., Moody’s Investors Service, Inc. or S&P Global Ratings, a division of S&P Global, or any of their successors at law.
“Other Rating Agency” means each NRSRO, if any, other than Moody’s then providing a rating for the Series B MRP Shares pursuant to the request of the Corporation.
“Original Issue Date” means September 18, 2026.
“Outstanding” or “outstanding” means, with respect to the Series B MRP Shares as of any date, the Series B MRP Shares theretofore issued by the Corporation except, without
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duplication, any Series B MRP Shares theretofore canceled, redeemed or repurchased by the Corporation. Notwithstanding the foregoing, for purposes of voting rights (including the determination of the number of shares required to constitute a quorum) and for purposes of determining the MRP Shares Basic Maintenance Amount, any of the Series B MRP Shares to which the Corporation or any Affiliate of the Corporation shall be the Holder shall be disregarded and not deemed outstanding.
“Parity Stock” shall have the meaning set forth in Section 3(i) hereof.
“Person” or “person” means and includes an individual, a corporation, a partnership, a trust, a company, an unincorporated association, a joint venture or other entity or a government or any agency or political subdivision thereof.
“Preferred Stock” means the shares of Preferred Stock, par value $0.0001 per share, including shares of the Series A Perpetual Preferred Stock, par value $0.0001 per share, and the Series B MRP Shares, of the Corporation from time to time.
“Priority Debt” means, without duplication, all financing type obligations of the Corporation that are senior to the Series B MRP Shares including (without limitation) (i) indebtedness for borrowed money, (ii) as of any date of determination, the aggregate stated amount (or, if no stated amount, the maximum face amount available to be drawn) of all letters of credit, bankers’ acceptances and similar instruments issued, assumed or supported by the Corporation and outstanding as of such date, (iii) guarantees of the foregoing; and (iv) any other obligation incurred for the purpose of financing or providing credit support, in each case Senior to the Series B MRP Shares, provided that to the extent any amount in respect of a letter of credit results in a funded reimbursement obligation constituting indebtedness for borrowed money included under clause (i), such amount shall not also be included under clause (ii); and provided further that Priority Debt excludes trade payables, accrued expenses, taxes, and other ordinary-course operating liabilities.
“Priority Debt Cure Period” means the period of seven (7) Business Days following the applicable Valuation Date.
“Priority Debt Test” means that, as of each Valuation Date, Priority Debt is less than 5% of Total Managed Assets.
“Priority Debt Incurrence Asset Coverage” means asset coverage, as determined in accordance with Section 18(h) of the 1940 Act, as in effect on the date of issuance of the Series B MRP Shares, of at least 275% with respect to all outstanding Senior Securities and Preferred Stock, including all outstanding Series B MRP Shares, determined on the basis of values calculated as of a time within 48 hours (not including Sundays or holidays) next preceding the time of such determination.
“Priority Debt Maintenance Asset Coverage” means asset coverage, as determined in accordance with Section 18(h) of the 1940 Act, as in effect on the date of issuance of the Series B MRP Shares, of at least 250% with respect to all outstanding Senior Securities and Preferred
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Stock, including all outstanding Series B MRP Shares, determined on the basis of values calculated as of a time within 48 hours (not including Sundays or holidays) next preceding the time of such determination.
“Rating Agency” means each of Moody’s (if Moody’s is then rating Series B MRP Shares) and any Other Rating Agency.
“Rating Agency Discount Factor” means the discount factors, if any, set forth in the Rating Agency Guidelines of each Rating Agency for use in calculating the Agency Discounted Value of the Corporation’s assets in connection with the Rating Agency’s rating of any series of MRP Shares.
“Rating Agency Guidelines” mean the guidelines provided by each Rating Agency, as may be amended from time to time, in connection with such Rating Agency’s rating of Series B MRP Shares.
“Redemption Date” has the meaning set forth in Section 2(c)(ii) hereof.
“Redemption Default” has the meaning set forth in Section 2(c)(ii) hereof.
“Required Holders” has the meaning set forth in the Securities Purchase Agreement.
“Restricted Payment Covenant” has the meaning set forth in Section 4(f)(iii) hereof.
“Securities Purchase Agreement” means the Securities Purchase Agreement dated as of September 18, 2026, as amended from time to time, of the Corporation in respect of the Series B MRP Shares.
“Senior Securities” means indebtedness for borrowed money of the Corporation including, without limitation, the bank borrowings and (without duplication) other indebtedness of the Corporation within the meaning of Section 18 of the 1940 Act.
“Senior to the Series B MRP Shares” means, with respect to any obligation, that such obligation ranks senior in right of payment to the Series B MRP Shares (including as to distributions and payments on liquidation), whether by its terms, by operation of law, or as a result of any lien or other credit support on the Corporation’s assets.
"Total Managed Assets" means, at any time, the total assets of the Corporation (including assets attributable to leverage) minus liabilities other than the Corporation’s indebtedness for borrowed money and preferred equity leverage, in each case, as would be shown on a balance sheet of the Corporation prepared in accordance with GAAP.
“Series B MRP Liquidation Preference Amount” means, for the Series B MRP Shares, liquidation preference, $25.00 per share.
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“Series B MRP Shares Asset Coverage” means asset coverage, as determined in accordance with Section 18(h) of the 1940 Act, as in effect on the date of issuance of the Series B MRP Shares, of at least 225% with respect to all outstanding Senior Securities and Preferred Stock, including all outstanding Series B MRP Shares, determined on the basis of values calculated as of a time within 48 hours (not including Sundays or holidays) next preceding the time of such determination.
“Series B MRP Shares” means the Series B Mandatory Redeemable Preferred Stock of the Corporation.
“Series B Term Redemption Date” means September 18, 2031 for the Series B MRP Shares.
“Special Proviso” shall have the meaning set forth in Section 3(a)(iv).
“Valuation Date” means every Friday, or, if such day is not a Business Day, the next preceding Business Day; provided, however, that the first Valuation Date may occur on any other date established by the Corporation; provided, further, however, that such first Valuation Date shall be not more than one week after the date on which Series B MRP Shares initially are issued.
“Voting Period” shall have the meaning set forth in Section 4(b) hereof.
Section 15. Interpretation.
References to sections, subsections, clauses, sub‑clauses, paragraphs and subparagraphs are to such sections, subsections, clauses, sub‑clauses, paragraphs and subparagraphs contained herein, unless specifically identified otherwise.
Third: The Series B MRP Shares have been reclassified and designated by the Board of Directors under the authority contained in the Charter.
Fourth: These Articles Supplementary have been approved by the Board of Directors in the manner and by the vote required by law.
Fifth: These Articles Supplementary shall be effective as of September 18, 2026, such time not to exceed 30 days after these Articles Supplementary are accepted for record by the SDAT..
Sixth: The undersigned acknowledges these Articles Supplementary to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned acknowledges that, to the best of his or her knowledge, information and belief, these
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matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
[Signature Page Follows]
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In Witness Whereof, the Corporation has caused these Articles Supplementary to be signed in its name and on its behalf by its President and attested to by its Secretary on this 16th day of September, 2026.
Attest: |
RiverNorth Opportunities Fund, Inc. | ||||
| /s/ Marcus L. Collins | /s/ Patrice W. Galley | ||||
| Name: | Marcus L. Collins | Name: | Patrick W. Galley | ||
| Title: | Secretary, General Counsel and Chief Compliance Officer | Title: | President | ||
[Signature Page to Articles Supplementary]
Execution Version
RiverNorth Opportunities Fund, Inc.
Series B Mandatory Redeemable Preferred Stock
_________________________
Securities Purchase Agreement
_________________________
Dated as of September 18, 2026
Table of Contents
| Section | Heading | Page |
|
Section 1. Authorization of MRP Shares. |
1 |
|
Section 2. Sale and Purchase of MRP Shares |
1 |
|
Section 3. Closing. |
2 |
|
Section 4. Conditions to Closing |
2 |
|
Section 4.1. Representations and Warranties |
2 |
|
Section 4.2. Compliance Certificates |
2 |
|
Section 4.3. Opinions of Counsel |
3 |
|
Section 4.4. Purchase Permitted By Applicable Law, Etc |
3 |
|
Section 4.5. Sale of Other MRP Shares |
3 |
|
Section 4.6. Payment of Special Counsel Fees |
3 |
|
Section 4.7. Private Placement Number |
3 |
|
Section 4.8. Changes in Corporate Structure |
3 |
|
Section 4.9. Funding Instructions |
4 |
|
Section 4.10. Offeree Letter |
4 |
|
Section 4.11. Rating of MRP Shares |
4 |
|
Section 4.12. Articles Supplementary |
4 |
|
Section 4.13. Proceedings and Documents |
4 |
|
Section 4.14. Consent of Holders of Other Securities |
5 |
|
Section 5. Representations and Warranties of the Company. |
5 |
|
Section 5.1. Organization; Power and Authority |
5 |
|
Section 5.2. Authorization, Etc |
5 |
|
Section 5.3. Disclosure |
5 |
|
Section 5.4. No Subsidiaries |
6 |
|
Section 5.5. Financial Statements; Material Liabilities |
6 |
|
Section 5.6. Compliance with Laws, Other Instruments, Etc |
6 |
|
Section 5.7. Governmental Authorizations, Etc |
6 |
|
Section 5.8. Litigation; Observance of Statutes and Orders |
7 |
|
Section 5.9. Taxes |
7 |
|
Section 5.10. Title to Property; Leases |
7 |
|
Section 5.11. Licenses, Permits, Etc |
8 |
|
Section 5.12. Compliance with ERISA |
8 |
|
Section 5.13. Private Offering by the Company |
8 |
|
Section 5.14. Use of Proceeds; Margin Regulations |
8 |
|
Section 5.15. Existing Indebtedness |
9 |
|
Section 5.16. Foreign Assets Control Regulations, Etc |
9 |
|
Section 5.17. Status under Certain Statutes |
10 |
|
Section 5.18. Ranking of Obligations |
10 |
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|
Section 5.19. Capital Stock |
10 |
|
Section 5.20. Restrictions on Creation of MRP Shares and Distributions |
10 |
|
Section 6. Representations of the Purchasers |
11 |
|
Section 6.1. Purchase for Investment |
11 |
|
Section 6.2. Source of Funds |
11 |
|
Section 6.3. Residency |
13 |
|
Section 7. Information as to Company |
13 |
|
Section 7.1. Financial and Business Information |
13 |
|
Section 7.2. Officer’s Certificate |
15 |
|
Section 7.3. Visitation |
16 |
|
Section 7.4. Electronic Delivery |
16 |
|
Section 8. Redemption of the MRP Shares. |
17 |
|
Section 9. Affirmative Covenants |
18 |
|
Section 9.1. Compliance with Laws |
18 |
|
Section 9.2. Insurance |
18 |
|
Section 9.3. Maintenance of Property |
18 |
|
Section 9.4. Payment of Taxes |
18 |
|
Section 9.5. Corporate Existence, Etc |
18 |
|
Section 9.6. Books and Records |
19 |
|
Section 9.7. Current Rating on the MRP Shares |
19 |
|
Section 9.8. Ranking of MRP Shares |
19 |
|
Section 9.9. Maintenance of Status |
19 |
|
Section 9.12. Payment |
19 |
|
Section 10. Negative Covenants |
20 |
|
Section 10.1. Transactions with Affiliates |
20 |
|
Section 10.2. Merger, Consolidation, Etc |
20 |
|
Section 10.3 Economic Sanctions, Etc |
20 |
|
Section 10.4. No Subsidiaries |
21 |
|
Section 10.5. ERISA |
21 |
|
Section 11. Default and Remedies |
21 |
|
Section 12. Reserved |
21 |
|
Section 13. Registration; Exchange; Substitution of Certificates Representing MRP Shares. |
21 |
|
Section 13.1. Registration of MRP Shares |
21 |
|
Section 13.2. Transfer and Exchange of MRP Shares |
22 |
|
Section 13.3. Replacement of Certificates Representing MRP Shares |
22 |
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|
Section 14. Payments on MRP Shares |
23 |
|
Section 14.1. Place of Payment |
23 |
|
Section 14.2. Payment by Wire Transfer |
23 |
|
Section 14.3. FATCA Information |
23 |
|
Section 15. Expenses, Etc |
24 |
|
Section 15.1. Transaction Expenses |
24 |
|
Section 15.2. Certain Taxes |
24 |
|
Section 15.3. Survival |
24 |
|
Section 16. Survival of Representations and Warranties; Entire Agreement. |
25 |
|
Section 17. Amendment and Waiver |
25 |
|
Section 17.1. Requirements |
25 |
|
Section 17.2. Solicitation of Holders of MRP Shares. |
25 |
|
Section 17.3. Binding Effect, Etc |
26 |
|
Section 17.4. MRP Shares Held by Company, Etc |
26 |
|
Section 18. Notices |
26 |
|
Section 19. Reproduction of Documents |
27 |
|
Section 20. Confidential Information |
27 |
|
Section 21. Substitution of Purchaser; Substitution Consent |
29 |
|
Section 22. Miscellaneous |
29 |
|
Section 22.1. Successors and Assigns |
29 |
|
Section 22.2. Accounting Terms |
29 |
|
Section 22.3. Appointment of Initial MRP Shares Directors |
30 |
|
Section 22.4. Severability |
30 |
|
Section 22.5. Construction, Etc |
30 |
|
Section 22.6. Counterparts |
30 |
|
Section 22.7. Governing Law |
31 |
|
Section 22.8. Jurisdiction and Process; Waiver of Jury Trial |
31 |
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Schedule A — Defined Terms
Schedule 4.3(A) — Form of Opinion of Special Counsel for the Company
Schedule 4.3(B) — Form of Opinion of Special Counsel for the Purchasers
Schedule 5.3 — Disclosure Materials
Schedule 5.5 — Financial Statements
Schedule 5.15 — Existing Indebtedness
Schedule 5.19 — Capital Stock
Purchaser Schedule — Information Relating to Purchasers
Exhibit 1 — Form of Articles Supplementary
Exhibit 2 — Form Of Certificate Representing Series B MRP Shares
Exhibit 13.1 — Legend
-iv-
RiverNorth Opportunities Fund, Inc.
360 South Rosemary Avenue, Suite 1420
West Palm Beach, FL 33401
Series B Mandatory Redeemable Preferred Stock
September 18, 2026
To Each of the Purchasers Listed in
the Purchaser Schedule Hereto:
Ladies and Gentlemen:
RiverNorth Opportunities Fund, Inc., a Maryland corporation (the “Company”), agrees with each of the Purchasers as follows:
Section 1. Authorization of MRP Shares.
The Company has authorized the creation, issuance and sale of new common stock as shares of one new series of Preferred Stock (as defined in the Company’s Articles of Amendment and Restatement) classified and designated as “Series B Mandatory Redeemable Preferred Stock” (the “Series B MRP Shares” or the “MRP Shares”) liquidation preference $25.00 per share and to consist of 3,000,000 shares; provided that in no event shall the aggregate purchase price of the Series B MRP Shares exceed $75,000,000. The MRP Shares will have the preferences, rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption set forth in the Articles Supplementary (the “Articles Supplementary”) describing the MRP Shares in the form attached hereto as Exhibit 1. A true and correct copy of the Articles of Amendment and Restatement of the Company as currently in effect and prior to the adoption and filing of the Articles Supplementary has heretofore been furnished to you by the Company. The MRP Shares will rank, as to preferences on payment of dividends or distribution of assets upon winding up, liquidation or dissolution, on a parity with shares of any other series of Preferred Stock and prior to any and all of the Common Stock or of any other class of shares of the Company ranking junior to the Preferred Stock.
The Series B MRP Shares issued hereunder are each herein sometimes referred to as MRP Shares of a “series.”
Certain capitalized and other terms used in this Agreement are defined in Schedule A and, for purposes of this Agreement, the rules of construction set forth in Section 22.5 shall govern.
Section 2. Sale and Purchase of MRP Shares.
Subject to the terms and conditions of this Agreement, the Company will issue and sell to each Purchaser and each Purchaser will purchase from the Company, at the Closing provided for in Section 3, the number of shares of MRP Shares and of the series specified opposite such Purchaser’s name in the Purchaser Schedule at a price per share of $25.00. The Purchasers’
obligations hereunder are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non‑performance of any obligation by any other Purchaser hereunder.
Section 3. Closing.
The sale and purchase of the MRP Shares to be purchased by each Purchaser shall occur at the offices of Chapman and Cutler LLP, 320 South Canal Street, Chicago, Illinois 60606, at 10:00 a.m., Chicago time, at a closing (the “Closing”), on September 18, 2026 or on such other Business Day thereafter on or prior to September 21, 2026 as may be agreed upon by the Company and the Purchasers. At the Closing the Company will deliver to each Purchaser the MRP Shares to be purchased by such Purchaser at the Closing (as specified opposite such Purchaser’s name (or in the name of its nominee) in the Purchaser Schedule, against delivery by such Purchaser to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Company as described in the written instructions delivered pursuant to Section 4.9 hereto. If at the Closing the Company shall fail to tender such MRP Shares to any Purchaser as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to such Purchaser’s satisfaction, such Purchaser shall, at its election, be relieved of all further obligations under this Agreement, without thereby waiving any rights such Purchaser may have by reason of such failure by the Company to tender such MRP Shares or any of the conditions specified in Section 4 not having been fulfilled to such Purchaser’s satisfaction.
Section 4. Conditions to Closing.
Section 4.1. Representations and Warranties. Each Purchaser’s obligation to purchase and pay for the MRP Shares to be sold to such Purchaser at the Closing is subject to the fulfillment to such Purchaser’s satisfaction, prior to or at the Closing, of the following conditions:
(a) Representations and Warranties. The representations and warranties of the Company in this Agreement shall be correct when made and at the Closing.
(b) Performance; No Default; Compliance with Articles Supplementary. The Company shall have performed and complied with all agreements and conditions contained in this Agreement and the Articles Supplementary required to be performed or complied with by it prior to or at the Closing. Before and after giving effect to the issue and sale of the MRP Shares (and the application of the proceeds thereof as contemplated by Section 5.14), no Default shall have occurred and be continuing.
Section 4.2. Compliance Certificates.
(a) Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1(a), 4.1(b) and 4.8 have been fulfilled.
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(b) Secretary’s or Director’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary an Assistant Secretary, a Director or another appropriate officer dated the date of the Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, filing and execution of the Articles Supplementary, the authorization, issuance and sale of the MRP Shares and the authorization, execution and delivery of this Agreement and (ii) the Company’s organizational documents as then in effect.
Section 4.3. Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from Faegre Drinker Biddle & Reath LLP, counsel for the Company and from Shapiro Sher Guinot & Sandler, P.A., special Maryland counsel to the Company, together covering the matters and substantially in the respective forms set forth in Schedule 4.3(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinions to the Purchasers) and (b) from Chapman and Cutler LLP, the Purchasers’ Special Counsel in connection with such transactions, substantially in the form set forth in Schedule 4.3(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.
Section 4.4. Purchase Permitted by Applicable Law, Etc. On the date of the Closing such Purchaser’s purchase of MRP Shares shall (a) be permitted by the laws and regulations of each jurisdiction to which such Purchaser is subject, without recourse to provisions (such as section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment, (b) not violate any applicable law or regulation (including Regulation T, U or X of the Board of Governors of the Federal Reserve System) and (c) not subject such Purchaser to any tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereof. If requested by such Purchaser, such Purchaser shall have received an Officer’s Certificate certifying as to such matters of fact as such Purchaser may reasonably specify to enable such Purchaser to determine whether such purchase is so permitted.
Section 4.5. Sale of Other MRP Shares. Contemporaneously with the date of the Closing the Company shall sell to each other Purchaser and each other Purchaser shall purchase the MRP Shares to be purchased by it at the Closing as specified in the Purchaser Schedule.
Section 4.6. Payment of Special Counsel Fees. Without limiting Section 15.1, the Company shall have paid on or before the Closing the reasonable fees, charges and disbursements of the Purchasers’ Special Counsel referred to in Section 4.3 to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the Closing.
Section 4.7. Private Placement Number. A Private Placement Number issued by the PPN CUSIP Unit of CUSIP Global Services shall have been obtained for each Series of MRP Shares.
Section 4.8. Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or
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consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.
Section 4.9. Funding Instructions. (a) At least five (5) Business Days prior to the date of the Closing, each Purchaser shall have received written instructions signed by a Responsible Officer on letterhead of the Company confirming the information specified in Section 3 including (i) the name and address of the transferee bank, (ii) such transferee bank’s ABA number/SWIFT Code/IBAN, (iii) the account name and number into which the purchase price for the MRP Shares is to be deposited, which account shall be fully opened and able to receive micro deposits in accordance with this Section 4.9 at least five (5) Business Days prior to the date of Closing and (iv) contact information of a representative at the transferee bank and a representative at the Company available to confirm such instructions by telephone and e‑mail.
(b) Each Purchaser has the right, but not the obligation, upon written notice (which may be by e‑mail) to the Company, to elect to deliver a micro deposit (equal to or less than $51.00) to the account identified in the written instructions no later than two (2) Business Days prior to Closing. If a Purchaser delivers a micro deposit, a Responsible Officer must verbally verify the receipt and amount of the micro deposit to such Purchaser on a telephone call initiated by such Purchaser prior to Closing. The Company shall not be obligated to return the amount of the micro deposit, nor will the amount of the micro deposit be netted against the Purchaser’s purchase price of the MRP Shares.
(c) At least two (2) Business Days prior to the date of the Closing, if requested by a Purchaser, a Responsible Officer of the Company shall have confirmed such written instructions in a live video conference call made available to the Purchasers.
Section 4.10. Offeree Letter. UBS Investment Bank shall have delivered to the Company, its counsel and the counsel referred to in Section 4.3(b) an offeree letter, in form and substance satisfactory to the Company and its counsel and Purchasers’ Special Counsel, confirming the manner of the offering of the MRP Shares by such entity and the number of offerees.
Section 4.11. Rating of MRP Shares. The Series B MRP Shares shall have been given a public debt rating of not less than “A2” by Moody’s on or prior to the date of issuance thereof and evidence of such will have been provided to the Purchasers (which shall include the information described in Section 9.7).
Section 4.12. Articles Supplementary. The Board of Directors of the Company shall have duly adopted the Articles Supplementary and the Articles Supplementary shall have been duly executed and filed with the State Department of Assessments and Taxation of Maryland, all in compliance with the applicable provisions of the Maryland General Corporation Law. The Articles Supplementary shall constitute a legal and valid part of the charter of the Company.
Section 4.13. Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be reasonably satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart
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originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably request and shall receive such information as may be reasonably necessary to complete any Holder Forms.
Section 4.14. Consent of Holders of Other Securities. On the date of the Closing, any consent or approval required to be obtained from any holder or holders of any outstanding Securities of the Company which shall be necessary to permit the consummation of the transactions contemplated hereby shall have been obtained and all such consents or approvals shall be reasonably satisfactory in form and substance to the Purchasers and their special counsel.
Section 5. Representations and Warranties of the Company.
The Company represents and warrants to each Purchaser that:
Section 5.1. Organization; Power and Authority. The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement, to execute and file the Articles Supplementary, to create, issue and sell the MRP Shares and to perform the provisions hereof and thereof. Any approvals by the stockholders of the Company required by law, the charter (including the Articles of Amendment and Restatement and the Articles Supplementary) or Bylaws of the Company or otherwise, have been duly obtained. The Company is a diversified, closed‑end management investment company as such term is used in the 1940 Act.
Section 5.2. Authorization, Etc. This Agreement, the Articles Supplementary and the MRP Shares have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each MRP Share will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Articles Supplementary, when duly executed and filed with and accepted for record by the State Department of Assessments and Taxation of Maryland in compliance with the applicable provisions of Maryland General Corporation Law, shall constitute a legal and valid part of the charter of the Company.
Section 5.3. Disclosure. The Company, through its agent, UBS Investment Bank, has delivered to each Purchaser a copy of an Private Placement Memorandum, dated August 2026 (the “Presentation”), relating to the transactions contemplated hereby. This Agreement, the Presentation, the financial statements listed in Schedule 5.5 and the documents, certificates or other writings delivered to the Purchasers by or on behalf of the Company prior to September 3,
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2026 in connection with the transactions contemplated hereby and identified in Schedule 5.3 (this Agreement, the Presentation and such documents, certificates or other writings and such financial statements delivered to each Purchaser being referred to, collectively, as the “Disclosure Documents”), taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made. Except as disclosed in the Disclosure Documents, since June 30, 2026, there has been no change in the financial condition, operations, business or properties of the Company except changes that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Section 5.4. No Subsidiaries. The Company has no Subsidiaries as of the date of the Closing.
Section 5.5. Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the Company listed on Schedule 5.5. All of such financial statements (including in each case the related schedules and notes) fairly present in all material respects the financial position of the Company as of the respective dates specified in such Schedule and the results of its operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements may not contain all footnotes required by GAAP and to normal year‑end adjustments). Since the date of the last financial statements listed on Schedule 5.5, the Company does not have any Material liabilities that are not disclosed in the Disclosure Documents other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP.
Section 5.6. Compliance with Laws, Other Instruments, Etc. The execution, delivery and performance by the Company of this Agreement, the execution and filing of the Articles Supplementary, and the creation, issuance and sale of the MRP Shares will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any material Lien in respect of any property of the Company under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter, regulations or by‑laws, shareholders agreement or any other material agreement, organization document or instrument to which the Company is bound or by which the Company or any of its properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority applicable to the Company or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company, including, without limitation, the Securities Act and the 1940 Act.
Section 5.7. Governmental Authorizations, Etc. No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by the Company of this Agreement, the execution and filing of the Articles Supplementary or the creation, issuance and sale of the MRP Shares, except
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for the filing and recording of the Articles Supplementary as described in Section 4.12 of this Agreement.
Section 5.8. Litigation; Observance of Statutes and Orders.
(a) There are no actions, suits, investigations or proceedings pending or, to the best knowledge of the Company, threatened against or affecting the Company or any property of the Company in any court or before any arbitrator of any kind or before or by any Governmental Authority that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(b) The Company is not (i) in violation of any order, judgment, decree or ruling of any court, any arbitrator of any kind or any Governmental Authority and is not (ii) in violation of any applicable law, ordinance, rule or regulation of any Governmental Authority (including Environmental Laws, the USA PATRIOT Act or any of the other laws and regulations that are referred to in Section 5.16), which violation would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Section 5.9. Taxes. The Company has filed all tax returns that are required to have been filed in any jurisdiction, and has paid all taxes shown to be due and payable on such returns and all other taxes and assessments payable by them, to the extent such taxes and assessments have become due and payable and before they have become delinquent, except for any taxes and assessments (a) the amount of which, individually or in the aggregate, is not Material or (b) the amount, applicability or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which the Company has established adequate reserves in accordance with GAAP. The charges, accruals and reserves on the books of the Company in respect of U.S. federal, state or other taxes for all fiscal periods are adequate. The Company has elected to be treated as a regulated investment company under Subchapter M of the Code and has filed its tax returns consistent with this status. As a regulated investment company, the Company must satisfy certain gross income, asset diversification, and distribution requirements under the Code. Provided that such requirements are met, the Company’s federal taxable income is reduced as the amount of qualifying distributions made to shareholders, which may result in the Company having no taxable income for federal income tax purposes for a given year. The U.S. federal income tax liabilities of the Company have been finally determined (whether by reason of completed audits or the statute of limitations having run) for all fiscal years up to and including the fiscal year ended June 30, 2026.
Section 5.10. Title to Property; Leases. The Company has good and sufficient title to its Material properties, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company after such date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement, except for those defects in title and Liens that, individually or in the aggregate, would not have a Material Adverse Effect. All Material leases are valid and subsisting and are in full force and effect in all material respects.
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Section 5.11. Licenses, Permits, Etc. The Company owns or possesses all licenses, permits, franchises, authorizations, patents, copyrights, proprietary software, service marks, trademarks and trade names, or rights thereto, that individually or in the aggregate are Material, without known conflict with the rights of others, except for those conflicts that, individually or in the aggregate, would not have a Material Adverse Effect.
Section 5.12. Compliance with ERISA. Neither the Company nor any ERISA Affiliate maintains, contributes to or is obligated to maintain or contribute to, or has, at any time within the past six years, maintained, contributed to or been obligated to maintain or contribute to, any employee benefit plan which is subject to Title I or Title IV of ERISA or section 4975 of the Code (a “U.S. Plan”). Neither the Company nor any ERISA Affiliate is, or has ever been at any time within the past six years, a “party in interest” (as defined in section 3(14) of ERISA) or a “disqualified person” (as defined in section 4975 of the Code) with respect to any U.S. Plan. The Company does not have any Non‑U.S. Plans. None of the assets of the Company constitute “plan assets” within the meaning of 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA.
Section 5.13. Private Offering by the Company. Neither the Company nor anyone acting on its behalf has offered the MRP Shares or any similar Securities for sale to, or solicited any offer to buy the MRP Shares or any similar Securities from, or otherwise approached or negotiated in respect thereof with, any Person other than the Purchasers and not more than six (6) other Institutional Investors, each of which has been offered the MRP Shares at a private sale for investment. Neither the Company nor anyone acting on its behalf has, with respect to the MRP Shares, engaged in any form of “general solicitation or general advertising,” as defined under Rule 502(c) of the Securities Act. The Company has provided each Purchaser an opportunity to discuss with the Company’s management the financial statements delivered pursuant to Section 5.5, as well as the Company’s business, management, financial affairs and the terms and conditions of the offering of the MRP Shares. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the MRP Shares to the registration requirements of section 5 of the Securities Act or to the registration requirements of any Securities or blue sky laws of any applicable jurisdiction, including the jurisdiction that governs the Company’s internal affairs.
Section 5.14. Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the MRP Shares hereunder as permitted under the 1940 Act to invest the net proceeds in accordance with the Company’s investment objective and policies, for refinancing or repayment of existing indebtedness, to repurchase or redeem outstanding securities and for other general corporate purposes. Each Purchaser’s purchase of the MRP Shares specified under this Agreement will not cause a violation of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221), Regulation X of said Board (12 CFR 224) or Regulation T of said Board (12 CFR 220).
Section 5.15. Existing Indebtedness. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company as of June 30, 2026 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guaranty thereof), since which date there has been no Material change
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in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company. The Company is not in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company and no event or condition exists with respect to any Indebtedness of the Company the outstanding principal amount of which exceeds $5,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.
(b) The Company is not a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company, any agreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except for the 1940 Act or as specifically indicated in Schedule 5.15.
Section 5.16. Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Entity (i) is a Blocked Person, (ii) has been notified that its name appears or may in the future appear on a State Sanctions List or (iii) is a target of sanctions that have been imposed by the United Nations, the European Union or the United Kingdom.
(b) Neither the Company nor any Controlled Entity (i) has violated, been found in violation of, or been charged or convicted under, any applicable U.S. Economic Sanctions Laws, Anti‑Money Laundering Laws or Anti‑Corruption Laws or (ii) to the Company’s knowledge, is under investigation by any Governmental Authority for possible violation of any U.S. Economic Sanctions Laws, Anti‑Money Laundering Laws or Anti‑Corruption Laws.
(c) No part of the proceeds from the sale of the MRP Shares hereunder:
(i) constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used by the Company or any Controlled Entity, directly or indirectly, (A) in connection with any investment in, or any transactions or dealings with, any Blocked Person, (B) for any purpose that would cause any Purchaser to be in violation of any U.S. Economic Sanctions Laws or (C) otherwise in violation of any U.S. Economic Sanctions Laws;
(ii) will be used, directly or indirectly, in violation of, or cause any Purchaser to be in violation of, any applicable Anti‑Money Laundering Laws; or
(iii) will be used, directly or indirectly, for the purpose of making any improper payments, including bribes, to any Governmental Official or commercial counterparty in order to obtain, retain or direct business or obtain any improper advantage, in each case which would be in violation of, or cause any Purchaser to be in violation of, any applicable Anti‑Corruption Laws.
(d) The Company has established procedures and controls which it reasonably believes are adequate (and otherwise comply with applicable law) to ensure that the Company and each
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Controlled Entity is and will continue to be in compliance with all applicable U.S. Economic Sanctions Laws, Anti‑Money Laundering Laws and Anti‑Corruption Laws.
Section 5.17. Status under Certain Statutes. The Company is subject to regulation under the 1940 Act. The Company is, and immediately after giving effect to the issuance of the MRP Shares will be, in compliance with the 1940 Act, including, but not limited to, all leverage provisions specified in the 1940 Act. The Company is not subject to regulation under the Public Utility Holding Company Act of 2005, the ICC Termination Act of 1995, or the Federal Power Act.
Section 5.18. Ranking of Obligations. The Company’s obligations with respect to payment of dividends and distributions of assets upon dissolution, liquidation or winding up of the affairs of the Company in respect of the MRP Shares will, upon issuance thereof, rank senior to all Common Stock of the Company and pari passu, without preference or priority, with all other Preferred Stock of the Company.
Section 5.19. Capital Stock. The authorized and outstanding capital stock of the Company as of September 18, 2026 is set forth in Schedule 5.19 attached hereto. All of the outstanding capital stock of the Company has been validly issued and is fully paid and non‑assessable and is subject to no liens and encumbrances. The stockholders of the Company are not entitled to any preemptive rights with respect to the Common Stock or other capital stock of the Company. The Company has no outstanding warrants, options, convertible Securities or preemptive or other rights for the purchase, nor is it a party to or is it bound by any agreement or other instrument restricting or affecting the issuance, of capital stock of the Company other than the Company’s charter. The MRP Shares which are to be issued and sold on the date of the Closing, when issued and delivered against payment therefor in accordance with this Agreement, will be duly authorized and validly issued, fully paid and non‑assessable and will have the preferences, rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption as are set forth in the Articles Supplementary and the laws of the State of Maryland.
Section 5.20. Restrictions on Creation of MRP Shares and Distributions. (a) The Company is not a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the creation or issuance of MRP Shares of the Company, other than this Agreement and the Articles Supplementary.
(b) The Company is not a party to or bound by any contract, indenture, agreement, instrument, order of any court, or governmental agency rule or regulation (other than the 1940 Act), or any note, debenture, bond, or other security, which contains provisions expressly limiting or restricting payments by the Company on or in respect of shares of its capital stock of any class, including, without limitation, the Company’s right and obligation to declare and pay dividends on the MRP Shares and to make mandatory and optional redemption of shares of the MRP Shares pursuant to the provisions of the Articles Supplementary other than this Agreement. The Company is subject to the Maryland General Corporation Law and the Articles Supplementary which impose
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limitations on the declaration and payment of dividends and other distributions and the redemption of the MRP Shares.
Section 6. Representations of the Purchasers.
Section 6.1. Purchase for Investment. Each Purchaser severally represents that (i) it is an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3), (7) or (9) of Regulation D of the Securities Act and it is purchasing the MRP Shares for its own account or for one or more separate accounts maintained by such Purchaser or for the account of one or more pension or trust funds and not with a view to the distribution thereof, provided that the disposition of such Purchaser’s or their property shall at all times be within such Purchaser’s or their control and (ii) it has (or its investment manager or investment advisor has) knowledge and experience in financial and business matters and is capable of evaluating the merits and risks of its investment in the MRP Shares and it is able to bear the economic risk of holding the MRP Shares for an indefinite period of time. Each Purchaser understands that the MRP Shares have not been registered under the Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Company is not required to register the MRP Shares nor does it intend to do so and, in any event, a Purchaser shall only reoffer or resell the MRP Shares purchased by it in accordance with any available exemption from the requirements of Section 5 of the Securities Act, except as aforesaid. Each Purchaser also severally represents that the Company has provided such Purchaser an opportunity to discuss with the Company’s management the financial statements delivered pursuant to Section 5.5, as well as the Company’s business, management, financial affairs and the terms and conditions of the offering of the MRP Shares.
Section 6.2. Source of Funds. Each Purchaser severally represents that at least one of the following statements is an accurate representation as to each source of funds (a “Source”) to be used by such Purchaser to pay the purchase price of the MRP Shares to be purchased by such Purchaser hereunder:
(a) the Source is an “insurance company general account” (as the term is defined in the United States Department of Labor’s Prohibited Transaction Exemption (“PTE”) 95‑60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the NAIC (the “NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the reserves and liabilities for the general account contract(s) held by or on behalf of any other employee benefit plans maintained by the same employer (or affiliate thereof as defined in PTE 95‑60) or by the same employee organization in the general account do not exceed 10% of the total reserves and liabilities of the general account (exclusive of separate account liabilities) plus surplus as set forth in the NAIC Annual Statement filed with such Purchaser’s state of domicile; or
(b) the Source is a separate account that is maintained solely in connection with such Purchaser’s fixed contractual obligations under which the amounts payable, or credited, to any employee benefit plan (or its related trust) that has any interest in such
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separate account (or to any participant or beneficiary of such plan (including any annuitant)) are not affected in any manner by the investment performance of the separate account; or
(c) the Source is either (i) an insurance company pooled separate account, within the meaning of PTE 90‑1, or (ii) a bank collective investment fund, within the meaning of the PTE 91‑38, and, except as disclosed by such Purchaser to the Company in writing pursuant to this clause (c), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or
(d) the Source constitutes assets of an “investment fund” (within the meaning of Section VI of PTE 84‑14 (the “QPAM Exemption”)) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Section VI of the QPAM Exemption), no employee benefit plan’s assets that are managed by the QPAM in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, represent more than 20% of the total client assets managed by such QPAM, the conditions of Sections I(c), I(g) (regarding eligibility), and I(k) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM maintains an ownership interest in the Company that would cause the QPAM and the Company to be “related” within the meaning of Section VI(h) of the QPAM Exemption and (i) the identity of such QPAM and (ii) the names of any employee benefit plans whose assets in the investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization, represent 10% or more of the assets of such investment fund, have been disclosed to the Company in writing pursuant to this clause (d); or
(e) the Source constitutes assets of a “plan(s)” (within the meaning of Part IV(h) of PTE 96‑23 (the “INHAM Exemption”)) managed by an “in‑house asset manager” or “INHAM” (within the meaning of Part IV(a) of the INHAM Exemption), the conditions of Part I(a), (g) and (h) of the INHAM Exemption are satisfied, neither the INHAM nor a person controlling or controlled by the INHAM (applying the definition of “control” in Part IV(d)(3) of the INHAM Exemption) owns a 10% or more interest in the Company and (i) the identity of such INHAM and (ii) the name(s) of the employee benefit plan(s) whose assets constitute the Source have been disclosed to the Company in writing pursuant to this clause (e); or
(f) the Source is a governmental plan; or
(g) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this clause (g); or
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(h) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA.
As used in this Section 6.2, the terms “employee benefit plan,” “governmental plan,” and “separate account” shall have the respective meanings assigned to such terms in section 3 of ERISA.
Section 6.3. Residency. Each Purchaser severally represents that it is organized under the laws of, and its principal place of operation is within, the state or federal government set forth on the Purchaser Schedule.
Section 7. Information as to Company.
Section 7.1. Financial and Business Information. The Company shall deliver to each holder of MRP Shares that is an Institutional Investor:
(a) Semi‑Annual Statements — within 60 days (or such shorter period concurrent with the mailing of the Company’s semi‑annual report to its stockholders after the end of each fiscal period in each fiscal year of the Company (other than the last fiscal period of each such fiscal year), duplicate copies of,
(i) an unaudited balance sheet of the Company, as of the end of such fiscal period, and
(ii) unaudited statements of operations and changes in net assets of the Company for such fiscal period,
setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to semi-annual financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year‑end adjustments;
(b) Annual Statements — within 105 days (or such shorter period as is the earlier of 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form N‑CSR (the “Form N‑CSR”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of,
(i) a balance sheet and schedule of investments of the Company, as of the end of such year, and
(ii) statements of operations and changes in net assets of the Company, for such year,
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setting forth in each case in comparative form the figures for the corresponding period in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the Company being reported upon and its results of operations and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances;
(c) SEC and Other Reports — promptly upon their becoming available, one copy of (i) each financial statement, report, notice, proxy statement or similar document sent by the Company to its public Securities holders generally, and (ii) each regular or periodic report, each registration statement (without exhibits except as expressly requested by such holder), and each prospectus and all amendments thereto filed by the Company with the SEC;
(d) Notice of Default— promptly, and in any event within 5 days after a Responsible Officer becoming aware of the existence of any Default, a written notice specifying the nature and period of existence thereof and what action the Company is taking or proposes to take with respect thereto;
(e) Employee Benefits Matters — promptly, and in any event within 5 days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto:
(i) with respect to any Plan, any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof;
(ii) the taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan;
(iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together
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with any other such liabilities or Liens then existing, would reasonably be expected to have a Material Adverse Effect; or
(iv) receipt of notice of the imposition of a Material financial penalty (which for this purpose shall mean any tax, penalty or other liability, whether by way of indemnity or otherwise) with respect to one or more Non‑U.S. Plans;
(f) Resignation or Replacement of Auditors — within 10 days following the date on which the Company’s auditors resign or the Company elects to change auditors, as the case may be, notification thereof, together with such further information as the Required Holders may request;
(g) NRSRO Rating — upon receipt from any NRSRO currently rating the MRP Shares of evidence of such rating (or change thereto), the Company shall deliver such evidence to the holders of the MRP Shares and with reasonable promptness copies of a Private Rating Rationale Report (to the extent a rating is a private rating) and any other rating agency reports or models, if any, received from any NRSRO;
(h) Requested Information – with reasonable promptness, such other data and information relating to the business, operations, affairs, financial condition, assets or properties of the Company (including, without limitation, actual copies of the semi-annual and annual reports of the Company) or relating to the ability of the Company to perform its obligations under this Agreement, the Articles Supplementary or the MRP Shares as from time to time may be reasonably requested by such holder of MRP Shares including (x) information readily available to the Company explaining the Company’s financial statements if such information has been requested by the SVO in order to assign or maintain a designation of the MRP Shares and (y) any “know your customer” information in connection with periodic updates or confirmation of information, significant events or changes to the Company’s or obligor group’s organizational structure (including changes in equity ownership or any acquisition of any interest in any other entity) for the purpose of completing a due diligence review or verifying compliance with Economic Sanctions Laws (and including any such information as may be reasonably necessary to complete any Holder Forms); and
(i) Notice of Issuance or Redemption – promptly, and in any event within three (3) Business Days after an issuance or redemption of Preferred Shares, a written notice describing such issuance or redemption and confirming the amount of outstanding Preferred Shares after giving effect to such issuance or redemption.
Section 7.2. Officer’s Certificate. Each set of financial statements delivered to a Purchaser or a holder of MRP Shares pursuant to Section 7.1(a) or Section 7.1(b) shall be accompanied by a certificate of a Senior Financial Officer:
(a) Covenant Compliance — setting forth the information from such financial statements that is required in order to establish whether the Company was in compliance with the requirements of Sections 3(a)(ii), Section 3(a)(iii), Section 7, Section 12 and
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Section 13 of the Articles Supplementary and any additional provisions added pursuant to Section 3(i) of the Articles Supplementary during the semi-annual or annual period covered by the financial statements then being furnished, (including with respect to each such provision that involves mathematical calculations, the information from such financial statements that is required to perform such calculations) and detailed calculations of the maximum or minimum amount, ratio or percentage, as the case may be, permissible under the terms of such Section, and the calculation of the amount, ratio or percentage then in existence. In the event that the Company has made an election to measure any financial liability using fair value (which election is being disregarded for purposes of determining compliance with this Agreement or the Articles Supplementary pursuant to Section 22.2) as to the period covered by any such financial statement, such Senior Financial Officer’s certificate as to such period shall include a reconciliation from GAAP with respect to such election; and
(b) Default — certifying that such Senior Financial Officer has reviewed the relevant terms hereof and has made, or caused to be made, under his or her supervision, a review of the transactions and conditions of the Company from the beginning of the semi-annual or annual period covered by the statements then being furnished to the date of the certificate and that such review shall not have disclosed the existence during such period of any condition or event that constitutes a Default or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Company shall have taken or proposes to take with respect thereto.
Section 7.3. Visitation. The Company shall permit the representatives of each holder of MRP Shares that is an Institutional Investor:
(a) No Default — if no Default then exists, at the expense of such holder and upon reasonable prior notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company with the Company’s officers; and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company, all at such reasonable times and as often as may be reasonably requested in writing; and
(b) Default — if a Default then exists, at the expense of the Company to visit and inspect any of the offices or properties of the Company, to examine all its books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company), all at such times and as often as may be requested.
Section 7.4. Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officer’s Certificates that are required to be delivered by the Company pursuant to Sections 7.1(a), (b) or (c) and Section 7.2 shall be deemed to have been delivered if the Company satisfies any of the following requirements with respect thereto:
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(a) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are delivered to each holder of a MRP Share by e‑mail at the e‑mail address set forth in such holder’s Purchaser Schedule or as communicated from time to time in a separate writing delivered to the Company;
(b) the Company shall have timely filed such Form N‑CSR, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC on EDGAR (or shall separately provide to holders of MRP Shares if the Form N‑CSR no longer satisfies the requirements) and shall have made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on its home page on the internet, which is located at http://rivernorth.com as of the date of this Agreement (or separately delivered such Officer’s Certificate to holders of MRP Shares); or
(c) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are timely posted by or on behalf of the Company on IntraLinks or on any other similar website to which each holder of MRP Shares has free access in downloadable, printable form; or
(d) the Company shall have timely filed any of the items referred to in Section 7.1(c) with the SEC on EDGAR and shall have made such items available on its home page on the internet or on Intralinks or on any other similar website to which each holder of MRP Shares has free access in downloadable, printable form;
provided however, that in no case shall access to such financial statements, other information and Officer’s Certificates be conditioned upon any waiver, clickwrap agreement or other agreement or consent (other than confidentiality provisions consistent with Section 20 of this Agreement), provided further, that in the case of any of clauses (b), (c) or (d), the Company shall have given each holder of a MRP Share prior written notice, which may be by e‑mail or in accordance with Section 18, of such posting or filing in connection with each delivery, provided further, that upon request of any holder to receive paper copies of such forms, financial statements, other information and Officer’s Certificates or to receive them by e‑mail, the Company will promptly e‑mail them or deliver such paper copies, as the case may be, to such holder.
Section 8. Redemption of the MRP Shares.
The Company will not, directly or indirectly, through any Affiliate or otherwise, purchase, redeem or retire, or make any offer to purchase, redeem or retire, any shares of the MRP Shares other than pursuant to and in accordance with the applicable provisions of the Articles Supplementary.
Section 9. Affirmative Covenants.
The Company covenants that so long as any of the MRP Shares are outstanding:
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Section 9.1. Compliance with Laws. Without limiting Section 10.3, the Company will comply with all laws, ordinances or governmental rules or regulations to which it is subject (including ERISA, Environmental Laws, the USA PATRIOT Act and the other laws and regulations that are referred to in Section 5.16) and will obtain and maintain in effect all licenses, certificates, permits, franchises and other governmental authorizations necessary to the ownership of its properties or to the conduct of its businesses, in each case to the extent necessary to ensure that non‑compliance with such laws, ordinances or governmental rules or regulations or failures to obtain or maintain in effect such licenses, certificates, permits, franchises and other governmental authorizations would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting the foregoing, the Company shall remain in material compliance, at all times with the 1940 Act, including, but not limited to, all leverage provisions specified in the 1940 Act.
Section 9.2. Insurance. The Company will maintain, with financially sound and reputable insurers, insurance with respect to its properties and businesses against such casualties and contingencies, of such types, on such terms and in such amounts (including deductibles, co‑insurance and self‑insurance, if adequate reserves are maintained with respect thereto) as is customary in the case of entities of established reputations engaged in the same or a similar business and similarly situated.
Section 9.3. Maintenance of Property. The Company will maintain and keep, or cause to be maintained and kept, its properties in good repair, working order and condition (other than ordinary wear and tear), so that the business carried on in connection therewith may be properly conducted at all times, provided that this Section 9.3 shall not prevent the Company from discontinuing the operation and the maintenance of any of its properties if such discontinuance is desirable in the conduct of its business and the Company has concluded that such discontinuance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Section 9.4. Payment of Taxes. The Company will file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges or levies payable by it, to the extent the same have become due and payable and before they have become delinquent, provided that the Company need not pay any such tax, assessment, charge or levy if (a) the amount, applicability or validity thereof is contested by the Company on a timely basis in good faith and in appropriate proceedings, and the Company has established adequate reserves therefor in accordance with GAAP on the books of the Company or (b) the nonpayment of all such taxes, assessments, charges and levies would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Section 9.5. Corporate Existence, Etc. Subject to Section 10.2, the Company will at all times preserve and keep its corporate existence in full force and effect. Subject to Section 10.2, the Company will at all times preserve and keep in full force and effect all rights and franchises of the Company unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, have a Material Adverse Effect.
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Section 9.6. Books and Records. The Company will maintain proper books of record and account in conformity with GAAP and all applicable requirements of any Governmental Authority having legal or regulatory jurisdiction over the Company. The Company will keep books, records and accounts which, in reasonable detail, accurately reflect all transactions and dispositions of assets. The Company has devised a system of internal accounting controls sufficient to provide reasonable assurances that its books, records, and accounts accurately reflect all transactions and dispositions of assets and the Company will continue to maintain such system.
Section 9.7. Current Rating on the MRP Shares. To the extent that a NRSRO is currently rating the MRP Shares, evidence of any current rating by a NRSRO (which may be in the form of a report, a letter, any combination of the foregoing or similar communication) shall (a) refer to the Private Placement Number issued by the PPN CUSIP Unit of CUSIP Global Services (or any successor) in respect of each Series of MRP Shares, (b) not include any prohibition against a holder sharing such evidence with the SVO or any other regulatory authority having jurisdiction over such holder, (c) be delivered by the Company to the holders at least annually (on or before the anniversary of the date of the Closing) and promptly upon any change in the rating and (d) a Private Rating Letter and a Private Rating Rationale Report (to the extent a rating is a private rating) and any other information or details requested by the SVO or any other regulatory authority having jurisdiction over the MRP Shares.
Section 9.8. Ranking of MRP Shares. The rights of the Series B MRP Shares with respect to payment of dividends and distribution of assets upon dissolution, liquidation or winding up of the affairs of the Company will rank senior to all Common Stock of the Company and pari passu with all other Preferred Stock of the Company.
Section 9.9. Maintenance of Status. The Company will remain a diversified closed‑end investment company registered with the SEC under the 1940 Act. The Company will also maintain its investment objective of total return consisting of capital appreciation and current income. The Company will at all times comply in all material respects with the Investment Policies and Restrictions. The Company will not permit any of the Investment Policies and Restrictions that may not be changed without shareholder approval, including but not limited to the Company’s “Fundamental Investment Restrictions” as set forth in its Statement of Additional Information dated June 16, 2026, to be changed from those in effect on the date of this Agreement without the prior written consent of the Required Holders, which consent shall not be unreasonably withheld.
Section 9.12. Payment. The Company shall redeem all MRP Shares at the MRP Shares Liquidation Preference Amount (as defined in the Articles Supplementary) plus an amount equal to the accumulated but unpaid dividends and other distributions on the MRP Shares, plus the Make-Whole Amount, if any, (as defined in the Articles Supplementary) and any other amounts due hereunder to the holders of MRP Shares prior to any winding up, dissolution or termination of the Company.
Section 10. Negative Covenants.
The Company covenants that so long as any of the MRP Shares are outstanding:
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Section 10.1. Transactions with Affiliates. The Company will comply with the 1940 Act provisions, rules and regulations relating to transactions (including without limitation the purchase, lease, sale or exchange of properties of any kind or the rendering of any service) with any Affiliate and such transactions will be conducted pursuant to the reasonable requirements of the Company’s business and upon fair and reasonable terms no less favorable to the Company than would be obtainable in a comparable arm’s length transaction with a Person not an Affiliate.
Section 10.2. Merger, Consolidation, Etc. The Company will not consolidate with or merge with any other Person or convey, divide, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to any Person, unless:
(a) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, division, transfer or lease all or substantially all of the assets of the Company as an entirety, as the case may be, shall be a solvent corporation or limited liability company organized and existing under the laws of the United States or any state thereof (including the District of Columbia), and, if the Company is not such successor, survivor or acquirer, (i) such successor, survivor or acquirer shall have executed and delivered to each holder of any MRP Shares its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement, the Articles Supplementary and the MRP Shares and (ii) such successor, survivor or acquirer shall have caused to be delivered to each holder of any MRP Shares an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof; and
(b) immediately before and immediately after giving effect to such transaction or each transaction in any such series of transaction, no Default shall have occurred and be continuing.
No such conveyance, division, transfer or lease of all or substantially all of the assets of the Company shall have the effect of releasing the Company or any successor survivor or acquirer that shall theretofore have become such in the manner prescribed in this Section 10.2 from its liability under this Agreement, the Articles Supplementary or the MRP Shares.
Section 10.3 Economic Sanctions, Etc. The Company will not, and will not permit any Controlled Entity to (a) become (including by virtue of being owned or controlled by a Blocked Person), own or control a Blocked Person or (b) directly or indirectly have any investment in or engage in any dealing or transaction (including any investment, dealing or transaction involving the proceeds of the MRP Shares) with any Person if such investment, dealing or transaction (i) would cause any holder or any affiliate of such holder to be in violation of, or subject to sanctions under, any law or regulation applicable to such holder, or (ii) is prohibited by or subject to sanctions under any U.S. Economic Sanctions Laws.
Section 10.4. No Subsidiaries. The Company will not at any time have any Subsidiaries.
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Section 10.5. ERISA. The Company’s assets shall not be deemed to be “plan assets” within the meaning of 29 C.F.R. Section 2510.3‑101, as modified by Section 3(42) of ERISA.
Section 11. Default and Remedies.
(a) If the Company shall Default, it shall, promptly after any officer of the Company obtains knowledge of such Default, give notice thereof in accordance with Section 7.1(d) to all holders of outstanding shares of MRP Shares, such notice to be in writing and sent in the manner provided in Section 18.
(b) If any Default has occurred and is continuing, the Required Holders may proceed to protect and enforce any or all of the rights and remedies of the holders of the MRP Shares resulting from such failure, by suit in equity or action at law or by other appropriate proceeding.
(c) The holders of the MRP Shares shall have the rights and remedies provided in the Articles Supplementary as a result of any failure by the Company to comply with the terms and conditions thereof.
(d) Without limiting the obligations of the Company under Section 15, the Company further agrees, to the extent not prohibited by law, to pay, on the holder’s demand, such amounts as shall be sufficient to cover all costs and expenses of the holder incurred in any enforcement under this Section 11.
(e) No course of dealing and no delay on the part of any holder of any MRP Shares in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such holder’s rights, powers or remedies. No right, power or remedy conferred by this Agreement, the Articles Supplementary or any MRP Shares upon any holder thereof shall be exclusive of any other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise.
Section 12. Reserved.
Section 13. Registration; Exchange; Substitution of Certificates Representing MRP Shares.
Section 13.1. Registration of MRP Shares. Each Purchaser and each subsequent holder of the MRP Shares severally acknowledges and agrees that any MRP Shares received in connection with this Agreement represented by physical certificates will bear the legend set forth on Exhibit 13.1. The Company shall keep at its principal executive office or otherwise cause to be kept a register for the registration and registration of transfers of MRP Shares. The name and address of each holder of one or more MRP Shares, each transfer thereof and the name and address of each transferee of one or more MRP Shares shall be registered in such register. If any holder of one or more MRP Shares is a nominee, then (a) the name and address of the beneficial owner of such MRP Share or MRP Shares shall also be registered in such register as an owner and holder thereof and (b) at any such beneficial owner’s option, either such beneficial owner or its nominee
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may execute any amendment, waiver or consent pursuant to this Agreement. Prior to due presentment for registration of transfer, the Person in whose name any MRP Shares shall be registered shall be deemed and treated as the owner and holder thereof for all purposes hereof, and the Company shall not be affected by any notice or knowledge to the contrary. The Company shall give to any holder of MRP Shares promptly upon request therefor, a complete and correct copy of the names and addresses of all registered holders of MRP Shares.
Section 13.2. Transfer and Exchange of MRP Shares. Upon surrender of any certificate representing MRP Shares to the Company at the address and to the attention of the designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer accompanied by a written instrument of transfer duly executed by the registered holder of such MRP Shares or such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such MRP Shares or part thereof), within 10 Business Days thereafter, the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new MRP Shares of the same series (as requested by the holder thereof) in exchange therefor, in an aggregate MRP Liquidation Preference Amount equal to the unpaid MRP Liquidation Preference Amount of the surrendered MRP Shares. Each such new certificate representing MRP Shares shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 2 in the case of Series B MRP Shares, as applicable. Each such new certificate representing any MRP Shares shall be dated the date of issuance of such new certificate and the holder thereof shall be entitled to receive cash dividends with respect thereto in accordance with the Articles Supplementary. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of MRP Shares. Any transferee, by its acceptance of a MRP Share registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.2.
Section 13.3. Replacement of Certificates Representing MRP Shares. Upon receipt by the Company at the address and to the attention of the designated officer (all as specified in Section 18(iii)) of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any certificates representing MRP Shares (which evidence shall be, in the case of an Institutional Investor, notice from such Institutional Investor of such ownership and such loss, theft, destruction or mutilation), and (a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it (provided that if the holder of such certificates representing MRP Shares is, or is a nominee for, an original Purchaser or another holder of a MRP Share with a minimum net worth of at least $50,000,000 or a Qualified Institutional Buyer, such Person’s own unsecured agreement of indemnity shall be deemed to be satisfactory), or (b) in the case of mutilation, upon surrender and cancellation thereof, within 10 Business Days thereafter, the Company at its own expense shall execute and deliver, in lieu thereof, a new certificate representing such MRP Shares of the same Series, dated and entitled to receive cash dividends from the date to which cash dividends shall have been paid on such lost, stolen, destroyed or mutilated certificates representing MRP Shares or dated the date of such lost, stolen, destroyed or mutilated certificates representing MRP Shares if no dividends shall have been paid thereon.
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Section 14. Payments on MRP Shares.
Section 14.1. Place of Payment. Subject to Section 14.2, payments of all amounts with respect to any MRP Shares (whether as dividends, upon redemption of shares or otherwise) shall be made in Kansas City, Missouri at the principal office of DST Systems, Inc. located at 333 W. 11th Street, Kansas City, Missouri 64105. The Company may at any time, by notice to each holder of MRP Shares, change the place of payment of the MRP Shares so long as such place of payment shall be either the principal office of the Company in such jurisdiction or the principal office of a bank or trust company in such jurisdiction.
Section 14.2. Payment by Wire Transfer. So long as any Purchaser or its nominee shall be the holder of any MRP Shares, and notwithstanding anything contained in Section 14.1 or in the terms of such MRP Shares to the contrary, the Company will pay all sums becoming due on such MRP Shares (whether as dividends, upon redemption of shares or otherwise) by the method and at the address specified for such purpose below such Purchaser’s name in the Purchaser Schedule, or by such other method or at such other address as such Purchaser shall have from time to time specified to the Company in writing for such purpose, without the presentation or surrender of any certificate for such MRP Shares or the making of any notation thereon, except that upon written request of the Company made concurrently with or reasonably promptly after full redemption of such MRP Shares, such Purchaser shall surrender any certificate for such MRP Shares for cancellation, reasonably promptly after any such request, to the Company at its principal executive office or at the place of payment most recently designated by the Company pursuant to Section 14.1. The Company will afford the benefits of this Section 14.2 to any Institutional Investor that is the direct or indirect transferee of any MRP Shares purchased by a Purchaser under this Agreement and that has made the same agreement relating to such MRP Shares as the Purchasers have made in this Section 14.2.
Section 14.3. FATCA Information. By acceptance of any MRP Shares, the holder of such MRP Share agrees that such holder will with reasonable promptness, upon the reasonable request of the Company, duly complete and deliver to the Company, or to such other Person as may be reasonably requested by the Company, from time to time (a) in the case of any such holder that is a United States Person, such holder’s United States tax identification number or other Forms reasonably requested by the Company necessary to establish such holder’s status as a United States Person under FATCA and as may otherwise be necessary for the Company to comply with its obligations under FATCA and (b) in the case of any such holder that is not a United States Person, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation as may be necessary for the Company to comply with its obligations under FATCA and to determine that such holder has complied with such holder’s obligations under FATCA or to determine the amount (if any) to deduct and withhold from any such payment made to such holder. Nothing in this Section 14.3 shall require any holder to provide information that is confidential or proprietary to such holder unless the Company is required to obtain such information under FATCA and, in such event, the Company shall treat any such information it receives as confidential.
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Section 15. Expenses, Etc.
Section 15.1. Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable and documented attorneys’ fees of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other holder of a MRP Share in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Articles Supplementary or the MRP Shares (whether or not such amendment, waiver or consent becomes effective), including: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Articles Supplementary or the MRP Shares or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Articles Supplementary or the MRP Shares, or by reason of being a holder of any MRP Shares,(b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or in connection with any work‑out or restructuring of the transactions contemplated hereby, by the Articles Supplementary or by the MRP Shares and (c) the out‑of‑pocket costs and expenses incurred at any time in connection with any filing of this Agreement, the Articles Supplementary and all related documents and financial information with the SVO. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI).
The Company will pay, and will save each Purchaser and each other holder of a MRP Share harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the MRP Shares), (ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such MRP Share to such holder or otherwise charges to a holder of a MRP Share with respect to a payment under such MRP Share and (iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the MRP Shares by the Company.
Section 15.2. Certain Taxes. The Company agrees to pay all stamp, documentary or similar taxes or fees which may be payable in respect of the execution and delivery or the enforcement of this Agreement, the Articles Supplementary or the execution and delivery (but not the transfer) or the enforcement of any of the MRP Shares in the United States or any other jurisdiction where the Company has assets or of any amendment of, or waiver or consent under or with respect to, this Agreement, the Articles Supplementary or of any of the MRP Shares, and to pay any value added tax due and payable in respect of reimbursement of costs and expenses by the Company pursuant to this Section 15, and will save each holder of MRP Shares to the extent permitted by applicable law harmless against any loss or liability resulting from nonpayment or delay in payment of any such tax or fee required to be paid by the Company hereunder.
Section 15.3. Survival. The obligations of the Company under this Section 15 will survive the payment or transfer of any MRP Shares, the enforcement, amendment or waiver of any provision of this Agreement, the Articles Supplementary or the MRP Shares, and the termination of this Agreement.
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Section 16. Survival of Representations and Warranties; Entire Agreement.
All representations and warranties contained herein shall survive the execution and delivery of this Agreement, the execution and filing of the Articles Supplementary, the issuance and sale of the MRP Shares, the purchase or transfer by any Purchaser of any MRP Shares or portion thereof or interest therein and the redemption of any MRP Shares, and may be relied upon by any subsequent holder of MRP Shares, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of MRP Shares. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement, the Articles Supplementary and the MRP Shares embody the entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.
Section 17. Amendment and Waiver.
Section 17.1. Requirements. This Agreement may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), only with the written consent of the Company and the Required Holders, except that:
(a) no amendment or waiver of any of Sections 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser or holder of MRP Shares unless consented to by such holder of MRP Shares or such Purchaser in writing; and
(b) no amendment or waiver may, without the written consent of each Purchaser and the holder of each MRP Share at the time outstanding, (i) change the percentage of the MRP Shares the holders of which are required to consent to any amendment or waiver, or (ii) amend any of Section 11, 17 or 20 of this Agreement.
Section 17.2. Solicitation of Holders of MRP Shares.
(a) Solicitation. The Company will provide each Purchaser and each holder of a MRP Share with sufficient information to enable such Purchaser and such holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof or of the Articles Supplementary. The Company will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to this Section 17 to each holder of outstanding MRP Shares promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite Purchasers or holders of MRP Shares.
(b) Payment. The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any security or provide other credit support, to any Purchaser or holder of MRP Shares as consideration for or as an inducement to the entering into by any Purchaser or holder of MRP Shares of any waiver or amendment of any of the terms and provisions hereof or of the Articles
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Supplementary unless such remuneration is concurrently paid, or security is concurrently granted or other credit support concurrently provided, on the same terms, ratably to each Purchaser and holder of MRP Shares then outstanding even if such Purchaser or holder of MRP Shares did not consent to such waiver or amendment.
(c) Consent in Contemplation of Transfer. Any consent given pursuant to this Section 17 by a holder of any MRP Share that has transferred or has agreed to transfer its MRP Share to (i) the Company, (ii) any Affiliate or (iii) any other Person in connection with, or in anticipation of, such other Person acquiring, making a tender offer for or merging with the Company and/or any of its Affiliates, in each case in connection with such consent, shall be void and of no force or effect except solely as to such holder, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other holders of MRP Shares that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such holder.
Section 17.3. Binding Effect, Etc. Any amendment or waiver consented to as provided in this Section 17 applies equally to all Purchasers and holders of MRP Shares and is binding upon them and upon each future holder of any MRP Shares and upon the Company without regard to whether such certificates representing MRP Shares have been marked to indicate such amendment or waiver. No such amendment or waiver will extend to or affect any obligation, covenant, agreement, Default not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Company and the Purchaser or any holder of any MRP Shares and no delay in exercising any rights hereunder, under the Articles Supplementary or under any MRP Shares shall operate as a waiver of any rights of the Company any Purchaser or holder of such MRP Shares.
Section 17.4. MRP Shares Held by Company, Etc. Solely for the purpose of determining whether the holders of the requisite percentage of the aggregate number of MRP Shares then outstanding approved or consented to any amendment, waiver or consent to be given under this Agreement or the Articles Supplementary, or have directed the taking of any action provided herein or therein to be taken upon the direction of the holders of a specified percentage of the aggregate number of MRP Shares then outstanding, MRP Shares directly or indirectly owned by the Company or any of its Affiliates shall be deemed not to be outstanding.
Section 18. Notices.
Except to the extent otherwise provided in Section 7.4, all notices and communications provided for hereunder shall be in writing and sent (a) by registered or certified mail with return receipt requested or express or priority mail with online tracking service available (postage prepaid), (b) by fax if the recipient has provided a fax number in its notice details (provided that a copy of such sent fax is kept on file, whether electronically or otherwise, by the sending party and the sending party does not receive an automatically generated message that such fax could not be delivered to its recipient), (c) by an nationally recognized commercial delivery service (charges prepaid) or (d) by e‑mail if the recipient has provided an e‑mail address in its notice details (provided that a copy of such sent e‑mail is kept on file, whether electronically or otherwise, by the sending party and the sending party does not receive an automatically generated message from
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the recipient’s e‑mail server that such e‑mail could not be delivered to its recipient). Any such notice must be sent:
(i) if to any Purchaser or its nominee, to such Purchaser or nominee at the address specified for such communications in the Purchaser Schedule, or at such other address as such Purchaser or nominee shall have specified to the Company in writing,
(ii) if to any other holder of any MRP Shares, to such holder at such address as such other holder shall have specified to the Company in writing, or
(iii) if to the Company, to the Company at its address set forth at the beginning hereof to the attention of General Counsel, or at such other address as the Company shall have specified to the holder of each MRP Shares in writing.
Notices under this Section 18 will be deemed given only when actually received.
Section 19. Reproduction of Documents.
This Agreement and all documents relating thereto, including (a) consents, waivers and modifications that may hereafter be executed, (b) documents received by any Purchaser at the Closing (except the MRP Shares themselves), and (c) financial statements, certificates and other information previously or hereafter furnished to any Purchaser, may be reproduced by such Purchaser by any photographic, photostatic, electronic, digital, or other similar process and such Purchaser may destroy any original document so reproduced. The Company agrees and stipulates that, to the extent permitted by applicable law, any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made by such Purchaser in the regular course of business) and any enlargement, electronic copy or further reproduction of such reproduction shall likewise be admissible in evidence. This Section 19 shall not prohibit the Company or any other holder of MRP Shares from contesting any such reproduction to the same extent that it could contest the original, or from introducing evidence to demonstrate the inaccuracy of any such reproduction.
Section 20. Confidential Information.
For the purposes of this Section 20, “Confidential Information” means information delivered to any Purchaser by or on behalf of the Company in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of the Company, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any Person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with
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procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (i) its affiliates and its and its affiliates’ respective directors, officers, employees (legal or contractual), agents, partners, attorneys, trustees, limited partners and investors (to the extent such disclosure reasonably relates to the administration of the investment represented by its MRP Shares or portfolio management), (ii) its auditors, consultants, service providers, financial advisors, investment managers, investment advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with this Section 20, (iii) any other holder of any MRP Shares, (iv) if the holder of MRP Shares is a trust or fund, to the beneficiaries or beneficial owners of such trust or fund, (v) any Institutional Investor to which it transfers or pledges or offers to transfer or pledge such MRP Shares or any part thereof or any participation therein and any beneficiary, agent, custodian or trustee in connection therewith (if such Person has agreed prior to its receipt of such Confidential Information to hold the information confidential substantially in accordance with this Section 20) and, in each case, any such Person shall have the same rights and obligations with respect to such Confidential Information as the Purchasers have under this Section 20, (vi) any Person from which it offers to purchase any security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by this Section 20), (vii) any federal, state or other regulatory authority having jurisdiction over such Purchaser, (viii) any recipient of Confidential Information under this Section 20, or in each case, its portfolio or any transactions relating thereto, (ix) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency, or (x) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser or its investment managers or investment advisors or to its investment portfolio or any transactions relating thereto (x) in response to any subpoena or other legal process, (y) in connection with any litigation, arbitration or dispute resolution process to which such Purchaser is a party or (z) if a Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s MRP Shares or this Agreement. Each holder of MRP Shares, by its acceptance of a MRP Share, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a MRP Share of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying this Section 20.
In the event that as a condition to receiving access to information relating to the Company in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a MRP Share is required to agree to a confidentiality undertaking (whether through Intralinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertaking.
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Section 21. Substitution of Purchaser; Substitution Consent .
Section 21.1. Substitution of Purchaser. Each Purchaser shall have the right to substitute any one of its Affiliates or another Purchaser or any one of such other Purchaser’s Affiliates (a “Substitute Purchaser”) as the purchaser of the MRP Shares that it has agreed to purchase hereunder, by written notice to the Company, which notice shall be signed by both such Purchaser and such Substitute Purchaser, shall contain such Substitute Purchaser’s agreement to be bound by this Agreement and shall contain a confirmation by such Substitute Purchaser of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, any reference to such Purchaser in this Agreement (other than in this Section 21), shall be deemed to refer to such Substitute Purchaser in lieu of such original Purchaser. In the event that such Substitute Purchaser is so substituted as a Purchaser hereunder and such Substitute Purchaser thereafter transfers to such original Purchaser all of the MRP Shares then held by such Substitute Purchaser, upon receipt by the Company of notice of such transfer, any reference to such Substitute Purchaser as a “Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such Substitute Purchaser, but shall refer to such original Purchaser, and such original Purchaser shall again have all the rights of an original holder of the MRP Shares under this Agreement.
Section 21.2. Consent. Notwithstanding anything to the contrary herein, no Purchaser shall substitute any Substitute Purchaser as the purchaser of the MRP Shares or make any other transfer of the MRP Shares to any other transferee without the prior written consent of the Company which will not be unreasonably withheld or delayed if the source of funds to be used by a proposed Substitute Purchaser or other transferee to purchase any MRP Shares is a source which qualifies under clause (c) or (g) of Section 6.2 hereof.
Section 22. Miscellaneous.
Section 22.1. Successors and Assigns. All covenants and other agreements contained in this Agreement by or on behalf of any of the parties hereto bind and inure to the benefit of their respective successors and assigns (including any subsequent holder of MRP Shares) whether so expressed or not, except that, subject to Section 10.2, the Company may not assign or otherwise transfer any of its rights or obligations hereunder or under the MRP Shares without the prior written consent of each holder. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto and their respective successors and assigns permitted hereby) any legal or equitable right, remedy or claim under or by reason of this Agreement.
Section 22.2. Accounting Terms. All accounting terms used herein which are not expressly defined in this Agreement have the meanings respectively given to them in accordance with GAAP. Except as otherwise specifically provided herein, (i) all computations made pursuant to this Agreement shall be made in accordance with GAAP, and (ii) all financial statements shall be prepared in accordance with GAAP. For purposes of determining compliance with this Agreement or the Articles Supplementary, any election by the Company to measure any financial liability using fair value (as permitted by Financial Accounting Standards Board Accounting Standards Codification Topic No. 825‑10‑25 – Fair Value Option, International Financial Reporting
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Standard 9 – Financial Instruments or any similar accounting standard) shall be disregarded and such determination shall be made as if such election had not been made.
Section 22.3. Appointment of Initial MRP Shares Directors. The Company and each of the Purchasers hereby vote in favor of the election of and hereby consent in writing to the election of and ratify, acknowledge and agree that, as of the date hereof, each of David M. Swanson and Lisa B. Mougin are currently duly elected directors of the Company and designated by the Board of Directors of the Company to serve as directors for election by the holders of the Preferred Stock of the Company (including the MRP Shares) pursuant to Section 4(a) of the Articles Supplementary.
Section 22.4. Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction.
Section 22.5. Construction, Etc. Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent of each other covenant contained herein, so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with any other covenant. Where any provision herein refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person.
Defined terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein) and, for purposes of the MRP Shares, shall also include any such MRP Shares issued in substitution therefor pursuant to Section 13, (b) subject to Section 22.1, any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Sections and Schedules shall be construed to refer to Sections of, and Schedules to, this Agreement, and (e) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time.
Section 22.6. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto. The parties agree to electronic contracting and
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electronic signatures with respect to this Agreement and all documents relating thereto (other than the MRP Shares). Delivery of an electronic signature to, or a signed copy of, this Agreement and all documents relating thereto (other than the MRP Shares) by facsimile, e‑mail or other electronic transmission shall be fully binding on the parties to the same extent as the delivery of the signed originals and shall be admissible into evidence for all purposes. The words “execution,” “execute,” “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Agreement and all documents relating thereto (other than the MRP Shares) shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper‑based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Notwithstanding the foregoing, if any Purchaser shall request manually signed counterpart signatures to this Agreement or any documents relating to this Agreement, the Company hereby agrees to use its reasonable endeavors to provide such manually signed signature pages as soon as reasonably practicable.
Section 22.7. Governing Law. This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice‑of‑law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.
Section 22.8. Jurisdiction and Process; Waiver of Jury Trial. (a) Each of the Company and each holder irrevocably submits to the non‑exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the MRP Shares. To the fullest extent permitted by applicable law, each of the Company and each holder irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.
(b) Each of the Company and each holder agrees, to the fullest extent permitted by applicable law, that a final, non‑appealable judgment in any suit, action or proceeding of the nature referred to in Section 22.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment.
(c) The Company and each holder consents to process being served by or on behalf of any holder of MRP Shares in any suit, action or proceeding of the nature referred to in Section 22.8(a) by mailing a copy thereof by registered, certified priority or express mail (or any substantially similar form of mail), with on-line tracking service available, postage prepaid, return receipt or delivery confirmation requested or delivering a copy thereof in the manner for delivery of notices specified in Section 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The Company and each holder agrees that such service
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upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt or on-line confirmation of delivery furnished by the United States Postal Service or any reputable commercial delivery service.
(d) Nothing in this Section 22.8 shall affect the right of the Company and any holder of MRP Shares to serve process in any manner permitted by law, or limit any right that the Company or the holders of any of the MRP Shares may have to bring proceedings against the Company or the holders in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.
(e) The Parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the MRP shares or any other document executed in connection herewith or therewith.
[Signature Page Follows]
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If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company.
| Very truly yours, | |
| RiverNorth Opportunities Fund, Inc. | |
| By: /s/ Patrick W. Galley | |
| Name: Patrick W. Galley | |
| Title: President |
[Signature Page to Securities Purchase Agreement]
This Agreement is hereby accepted and agreed to as of the date hereof.
| Colonial Life & Accident Insurance Company | |
| (assets held in nominee name: | |
| Cudd & Co, LLC) | |
| By: AllianceBernstein L.P., its Investment Adviser | |
| By: /s/ Monica Heyl | |
| Name: Monica Heyl | |
| Title: Senior Vice President | |
| FWD Life Insurance Company (Bermuda) Limited | |
| By: AllianceBernstein L.P., its Investment Adviser | |
| By: /s/ Monica Heyl | |
| Name: Monica Heyl | |
| Title: Senior Vice President | |
| Converge Asset Management LLC, on behalf of Converge Re II / SILAC Insurance Company, Short SA Dated August 5, 2020 | |
| By: AllianceBernstein L.P., its Investment Adviser | |
| By: /s/ Monica Heyl | |
| Name: Monica Heyl | |
| Title: Senior Vice President |
RiverNorth Opportunities Fund, Inc.
Securities Purchase Agreement
| Equitable Financial Life Insurance Company of America | |
| By: /s/ Monica Heyl | |
| Name: Monica Heyl | |
| Title: Investment Officer | |
| Equitable Financial Life Insurance Company | |
| By: /s/ Monica Heyl | |
| Name: Monica Heyl | |
| Title: Investment Officer |
RiverNorth Opportunities Fund, Inc.
Securities Purchase Agreement
This Agreement is hereby accepted and agreed to as of the date hereof.
| Thrivent Financial for Lutherans | |
| By: /s/ Allen Stoltman | |
| Name: Allen Stoltman | |
| Title: Senior Managing Director |
RiverNorth Opportunities Fund, Inc.
Securities Purchase Agreement
This Agreement is hereby accepted and agreed to as of the date hereof.
| Americo Financial Life and Annuity Insurance Company | |
| By: /s/Byron Douglass | |
| Name: Byron Douglass | |
| Title: Chief Investment Officer |
RiverNorth Opportunities Fund, Inc.
Securities Purchase Agreement
Schedule A
Defined Terms
As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:
“Affiliate” means, at any time, and with respect to any Person, any other Person that at such time directly or indirectly through one or more intermediaries Controls, or is Controlled by, or is under common Control with, such first Person. Unless the context otherwise clearly requires, any reference to an “Affiliate” is a reference to an Affiliate of the Company.
“Agreement” means this Securities Purchase Agreement, including all Schedules attached to this Agreement.
“Anti‑Corruption Laws” means any law or regulation in a U.S. or any non‑U.S. jurisdiction regarding bribery or any other corrupt activity, including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010.
“Anti‑Money Laundering Laws” means any law or regulation in a U.S. or any non‑U.S. jurisdiction regarding money laundering, drug trafficking, terrorist‑related activities or other money laundering predicate crimes, including the Currency and Foreign Transactions Reporting Act of 1970 (otherwise known as the Bank Secrecy Act) and the USA PATRIOT Act.
“Articles Supplementary” is defined in Section 1.
“Blocked Person” means (a) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by OFAC, (b) a Person, entity, organization, country or regime that is blocked or a target of sanctions that have been imposed under U.S. Economic Sanctions Laws or (c) a Person that is an agent, department or instrumentality of, or is otherwise beneficially owned by, controlled by or acting on behalf of, directly or indirectly, any Person, entity, organization, country or regime described in clause (a) or (b).
“Business Day” means a day on which the New York Stock Exchange is open for trading and which is not a Saturday, Sunday or other day on which commercial banks in New York, New York are required or authorized to be closed.
“Capital Lease” means, at any time, a lease with respect to which the lessee is required concurrently to recognize the acquisition of an asset and the incurrence of a liability in accordance with GAAP.
“Closing” is defined in Section 3.
“Code” means the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder from time to time.
Schedule A
(to Securities Purchase Agreement)
“Common Stock” shall mean and include any share of any class or series of capital stock of a corporation, the right of which to share in distributions of either income or realized capital gain of such corporation is without limit as to any amount or percentage as and to the extent no amounts payable on or in respect of such Common Stock and no rights arising in connection therewith have preference over any other Common Stock upon dissolution, liquidation or winding‑up of such corporation.
“Company” is defined in the first paragraph of this Agreement.
“Confidential Information” is defined in Section 20.
“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise; and the terms “Controlled” and “Controlling” shall have meanings correlative to the foregoing.
“Controlled Entity” means (a) any of the Company’s Controlled Affiliates and (b) if the Company has a parent company, such parent company and its Controlled Affiliates.
“Default” means the failure by the Company in its performance or compliance with any covenant or agreement hereunder or under the Articles Supplementary.
“Disclosure Documents” is defined in Section 5.3.
“EDGAR” means the SEC’s Electronic Data Gathering, Analysis and Retrieval System or any successor SEC electronic filing system for such purposes.
“Environmental Laws” means any and all federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to Hazardous Materials.
“ERISA” means the Employee Retirement Income Security Act of 1974 and the rules and regulations promulgated thereunder from time to time in effect.
“ERISA Affiliate” means any trade or business (whether or not incorporated) that is treated as a single employer together with the Company under Section 414 of the Code.
“FATCA” means (a) sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), together with any current or future regulations or official interpretations thereof, (b) any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the United States of America and any other jurisdiction, which (in either case) facilitates the implementation of the foregoing clause (a), and (c) any agreements entered into pursuant to Section 1471(b)(1) of the Code.
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“GAAP” means generally accepted accounting principles as in effect from time to time in the United States of America.
“Governmental Authority” means:
(a) the government of (i) the United States of America or any state or other political subdivision thereof, or (ii) any other jurisdiction in which the Company conducts all or any part of its business, or which asserts jurisdiction over any properties of the Company, or
(b) any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government.
“Governmental Official” means any governmental official or employee, employee of any government‑owned or government‑controlled entity, political party, any official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity.
“Guaranty” means, with respect to any Person, any obligation (except the endorsement in the ordinary course of business of negotiable instruments for deposit or collection) of such Person guaranteeing or in effect guaranteeing any indebtedness, dividend or other obligation of any other Person in any manner, whether directly or indirectly, including obligations incurred through an agreement, contingent or otherwise, by such Person:
(a) to purchase such indebtedness or obligation or any property constituting security therefor;
(b) to advance or supply funds (i) for the purchase or payment of such indebtedness or obligation, or (ii) to maintain any working capital or other balance sheet condition or any income statement condition of any other Person or otherwise to advance or make available funds for the purchase or payment of such indebtedness or obligation;
(c) to lease properties or to purchase properties or services primarily for the purpose of assuring the owner of such indebtedness or obligation of the ability of any other Person to make payment of the indebtedness or obligation; or
(d) otherwise to assure the owner of such indebtedness or obligation against loss in respect thereof.
In any computation of the indebtedness or other liabilities of the obligor under any Guaranty, the indebtedness or other obligations that are the subject of such Guaranty shall be assumed to be direct obligations of such obligor.
“Hazardous Materials” means any and all pollutants, toxic or hazardous wastes or other substances that might pose a hazard to health and safety, the removal of which may be required or the generation, manufacture, refining, production, processing, treatment, storage, handling,
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transportation, transfer, use, disposal, release, discharge, spillage, seepage or filtration of which is or shall be restricted, prohibited or penalized by any applicable law, including asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, petroleum, petroleum products, lead based paint, radon gas or similar restricted, prohibited or penalized substances.
“holder” means, with respect to any MRP Share, the Person in whose name such MRP Share is registered in the register maintained by the Company pursuant to Section 13.1, provided, however, that if such Person is a nominee, then for the purposes of Sections 7, 11, 17.2 and 18 and any related definitions in this Schedule A, “holder” shall mean the beneficial owner of such MRP Share whose name and address appears in such register.
“Holder Forms” means any forms required to be filed by a holder of MRP Shares pursuant to (i) the SEC pursuant to the Securities Exchange Act of 1934, (ii) the 1940 Act or (iii) as required by the Federal Reserve Board.
“Indebtedness” with respect to any Person means, at any time, without duplication,
(a) its liabilities for borrowed money and its redemption obligations in respect of mandatorily redeemable Preferred Stock;
(b) its liabilities for the deferred purchase price of property acquired by such Person (excluding accounts payable arising in the ordinary course of business but including all liabilities created or arising under any conditional sale or other title retention agreement with respect to any such property);
(c) (i) all liabilities appearing on its balance sheet in accordance with GAAP in respect of Capital Leases and (ii) all liabilities which would appear on its balance sheet in accordance with GAAP in respect of Synthetic Leases assuming such Synthetic Leases were accounted for as Capital Leases;
(d) all liabilities for borrowed money secured by any Lien with respect to any property owned by such Person (whether or not it has assumed or otherwise become liable for such liabilities);
(e) all its liabilities in respect of letters of credit or instruments serving a similar function issued or accepted for its account by banks and other financial institutions (whether or not representing obligations for borrowed money);
(f) the aggregate Swap Termination Value of all Swap Contracts of such Person; and
(g) any Guaranty of such Person with respect to liabilities of a type described in any of clauses (a) through (f) hereof.
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Indebtedness of any Person shall include all obligations of such Person of the character described in clauses (a) through (g) to the extent such Person remains legally liable in respect thereof notwithstanding that any such obligation is deemed to be extinguished under GAAP.
“INHAM Exemption” is defined in Section 6.2(e).
“Institutional Investor” means (a) any Purchaser of MRP Shares, (b) any holder of MRP Shares holding (together with one or more of its affiliates) more than 5% of the aggregate MRP Liquidation Preference Amount of the MRP Shares then outstanding, (c) any bank, trust company, savings and loan association or other financial institution, any pension plan, any investment company, any insurance company, any broker or dealer, or any other similar financial institution or entity, regardless of legal form, (d) any Related Fund of any holder of any MRP Shares and (e) any trust or fund whose beneficiaries or beneficial owners are Institutional Investors described in the foregoing clauses (a) through (d) hereof.
“Lien” means, with respect to any Person, any mortgage, lien, pledge, charge, security interest or other encumbrance, or any interest or title of any vendor, lessor, lender or other secured party to or of such Person under any conditional sale or other title retention agreement or Capital Lease, upon or with respect to any property or asset of such Person (including in the case of stock, stockholder agreements, voting trust agreements and all similar arrangements).
“Material” means material in relation to the business, operations, affairs, financial condition, assets or properties of the Company.
“Material Adverse Effect” means a material adverse effect on (a) the business, operations, affairs, financial condition, assets or properties of the Company, (b) the ability of the Company to perform its obligations under this Agreement, the Articles Supplementary and the MRP Shares, or (c) the validity or enforceability of this Agreement, the Articles Supplementary or the MRP Shares.
“Moody’s” means Moody’s Investors Service, Inc. and its successors.
“MRP Liquidation Preference Amount” means, with respect to the MRP Shares, the liquidation preference of $25.00 per share.
“MRP Shares” is defined in Section 1.1.
“Multiemployer Plan” means any Plan that is a “multiemployer plan” (as such term is defined in Section 4001(a)(3) of ERISA).
“NAIC” means the National Association of Insurance Commissioners.
“1940 Act” means the Investment Company Act of 1940, and the rules and regulations promulgated thereunder and all exemptive relief, if any, obtained by the Company thereunder, as the same may be amended from time to time.
A-5
“NRSRO” means any of DBRS, Inc., Fitch Ratings, Inc., Kroll Bond Rating Agency, Inc., Moody’s Investors Service, Inc. or S&P Global Ratings, a division of S&P Global, or any of their successors at law.
“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.
“OFAC Sanctions Program” means any economic or trade sanction that OFAC is responsible for administering and enforcing. A list of OFAC Sanctions Programs may be found at http://www.treasury.gov/resource‑center/sanctions/Programs/Pages/Programs.aspx.
“Officer’s Certificate” means a certificate of a Senior Financial Officer or of any other officer of the Company whose responsibilities extend to the subject matter of such certificate.
“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA.
“Person” means an individual, partnership, corporation, limited liability company, association, trust, unincorporated organization, business entity or governmental authority.
“Plan” means an “employee benefit plan” (as defined in Section 3(3) of ERISA) subject to Title I of ERISA that is or, within the preceding five years, has been established or maintained, or to which contributions are or, within the preceding five years, have been made or required to be made, by the Company or any ERISA Affiliate or with respect to which the Company or any ERISA Affiliate may have any liability.
“Preferred Stock” means any class of capital stock of a Person that is preferred over any other class of capital stock (or similar equity interests) of such Person as to the payment of dividends, distributions or the payment of any amount upon liquidation or dissolution of such Person.
“Private Rating Letter” means a letter issued by a NRSRO in connection with any private long term credit rating for the MRP Shares, which (a) sets forth the long term credit rating for the MRP Shares, (b) refers to the Private Placement Number issued by CUSIP Unit of CUSIP Global Services in respect of the MRP Shares, (c) addresses the likelihood of payment of both aggregate liquidation preference amount and dividends on the MRP Shares (which requirement shall be deemed satisfied if either (x) such letter includes confirmation that the rating reflects the NRSRO’s assessment of the Company’s ability to make timely payment of aggregate liquidation preference amount and dividends on the MRP Shares or a similar statement or (y) such letter is silent as to the NRSRO’s assessment of the likelihood of payment of both aggregate liquidation preference amount and dividends and does not include any indication to the contrary), (d) includes such other information describing the relevant terms of the MRP Shares as may be required from time to time by the SVO or any other Governmental Authority having jurisdiction over any holder of any MRP Shares and (e) shall not be subject to confidentiality provisions or other restrictions which would prevent or limit the letter from being shared with the SVO or any other Governmental Authority having jurisdiction over any holder of any MRP Shares.
A-6
“Private Rating Rationale Report” means, with respect to any Private Rating Letter, a report issued by the NRSRO in connection with such Private Rating Letter setting forth an analytical review of the MRP Shares explaining the transaction structure, methodology relied upon, and, as appropriate, analysis of the credit, legal, and operational risks and mitigants supporting the assigned rating for the MRP Shares, in each case, on the letterhead of the NRSRO or its controlled website and generally consistent with the work product that an NRSRO would produce for a similar publicly rated security and otherwise in form and substance generally required by the SVO or any other Governmental Authority having jurisdiction over any holder of any MRP Shares from time to time.
“property” or “properties” means, unless otherwise specifically limited, real or personal property of any kind, tangible or intangible, choate or inchoate.
“PTE” is defined in Section 6.2(a).
“Purchaser” or “Purchasers” means each of the purchasers that has executed and delivered this Agreement to the Company and such Purchaser’s successors and assigns (so long as any such assignment complies with Section 13.2), provided, however, that any Purchaser of MRP Shares that ceases to be the registered holder or a beneficial owner (through a nominee) of such MRP Shares as the result of a transfer thereof pursuant to Section 13.2 shall cease to be included within the meaning of “Purchaser” of such MRP Shares for the purposes of this Agreement upon such transfer.
“Purchaser Schedule” means the Purchaser Schedule to this Agreement listing the Purchasers of the MRP Shares and including their notice and payment information.
“Purchasers’ Special Counsel” means the collective investors’ counsel, who in the case of any Purchaser, may be serving as counsel to such Purchaser or as counsel to such Purchaser’s investment manager or investment advisor, as the case may be.
“QPAM Exemption” is defined in Section 6.2(d).
“Qualified Institutional Buyer” means any Person who is a “qualified institutional buyer” within the meaning of such term as set forth in Rule 144A(a)(1) under the Securities Act.
“Related Fund” means, with respect to any holder of any MRP Shares, any fund or entity that (a) invests in Securities or bank loans, and (b) is advised or managed by such holder, by the same investment advisor as such holder or by an affiliate of such holder or such investment advisor.
“Required Holders” means at any time on or after the Closing, the holders of at least 51% in aggregate MRP Liquidation Preference Amounts of the MRP Shares at the time outstanding (exclusive of MRP Shares then owned by the Company or any of its Affiliates).
“Responsible Officer” means any Senior Financial Officer and any other officer of the Company with responsibility for the administration of the relevant portion of this Agreement.
A-7
“SEC” means the Securities and Exchange Commission of the United States of America.
“Securities” or “Security” shall have the meaning specified in Section 2(1) of the Securities Act.
“Securities Act” means the Securities Act of 1933 and the rules and regulations promulgated thereunder from time to time in effect.
“Senior Financial Officer” means the chief financial officer, principal accounting officer, treasurer or comptroller of the Company.
“Series” shall refer to any series of MRP Shares issued under this Agreement.
“Series B MRP Shares” is defined in Section 1 of this Agreement.
“Source” is defined in Section 6.2.
“State Sanctions List” means a list that is adopted by any state Governmental Authority within the United States of America pertaining to Persons that engage in investment or other commercial activities in Iran or any other country that is a target of economic sanctions imposed under U.S. Economic Sanctions Laws.
“Subsidiary” means, as to any Person, any other Person in which such first Person or one or more of its Subsidiaries or such first Person and one or more of its Subsidiaries owns sufficient equity or voting interests to enable it or them (as a group) ordinarily, in the absence of contingencies, to elect a majority of the directors (or Persons performing similar functions) of such second Person, and any partnership or joint venture if more than a 50% interest in the profits or capital thereof is owned by such first Person or one or more of its Subsidiaries or such first Person and one or more of its Subsidiaries (unless such partnership or joint venture can and does ordinarily take major business actions without the prior approval of such Person or one or more of its Subsidiaries). Unless the context otherwise clearly requires, any reference to a “Subsidiary” is a reference to a Subsidiary of the Company.
“Substitute Purchaser” is defined in Section 21.
“SVO” means the Securities Valuation Office of the NAIC.
“Swap Contract” means (a) any and all interest rate swap transactions, basis swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward foreign exchange transactions, cap transactions, floor transactions, currency options, spot contracts or any other similar transactions or any of the foregoing (including any options to enter into any of the foregoing), and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc. or any International Foreign Exchange Master Agreement.
A-8
“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amounts(s) determined as the mark‑to‑market values(s) for such Swap Contracts, as determined based upon one or more mid‑market or other readily available quotations provided by any recognized dealer in such Swap Contracts.
“Synthetic Lease” means, at any time, any lease (including leases that may be terminated by the lessee at any time) of any property (a) that is accounted for as an operating lease under GAAP and (b) in respect of which the lessee retains or obtains ownership of the property so leased for U.S. federal income tax purposes, other than any such lease under which such Person is the lessor.
“United States Person” has the meaning set forth in Section 7701(a)(30) of the Code.
“USA PATRIOT Act” means United States Public Law 107‑56, Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001 and the rules and regulations promulgated thereunder from time to time in effect.
“U.S. Economic Sanctions Laws” means those laws, executive orders, enabling legislation or regulations administered and enforced by the United States pursuant to which economic sanctions have been imposed on any Person, entity, organization, country or regime, including the Trading with the Enemy Act, the International Emergency Economic Powers Act, the Iran Sanctions Act, the Sudan Accountability and Divestment Act and any other OFAC Sanctions Program.
A-9
Schedule 4.3(a)
Schedule 4.3(a)(1) — Form of Opinion of Faegre Drinker Biddle & Reath LLP, Counsel for the Company
Schedule 4.3(a)(2) — Form of Opinion of Shapiro Sher Guinot & Sandler, P.A., Special Maryland Counsel for the Company
[Omitted]
Schedule 4.3(a)
(to Securities Purchase Agreement)
Schedule 4.3(b)
Form of Opinion of Special Counsel for
the Purchasers
[To Be Provided on a Case by Case Basis]
Schedule 4.3(b)
(to Securities Purchase Agreement)
Schedule 5.3
Disclosure Materials
(1) Private Placement Memorandum dated August 2026;
(2) The RiverNorth Opportunities Fund, Inc. annual report on Form N-CSR for the fiscal year ended June 30, 2026;
(3) The RiverNorth Opportunities Fund, Inc. semi-annual report on Form N-CSR for the six months ended December 31, 2025;
(4) Moody’s Press Release
Schedule 5.3
(to Securities Purchase Agreement)
Schedule 5.5
Financial Statements
Annual Report for the Fiscal Year ended June 30, 2026
Shareholder Letter
Performance Overview
Schedule of Investments
Statement of Assets and Liabilities
Statement of Operations
Statements of Changes in Net Assets Attributable to Common Shareholders
Financial Highlights
Notes to Financial Statements
Report of Independent Registered Public Accounting Firm
Dividend Reinvestment Plan
Summary of Updated Information Regarding the Fund
Directors and Officers
Additional Information
Semi-Annual Report for the Period ended December 31, 2025 (Unaudited)
Performance Overview
Schedule of Investments
Statement of Assets and Liabilities
Statement of Operations
Statements of Changes in Net Assets Attributable to Common Shareholders
Statement of Cash Flows
Financial Highlights
Notes to Financial Statements
Dividend Reinvestment Plan
Additional Information
Consideration and Approval of Advisory Agreements
Schedule 5.5
(to Securities Purchase Agreement)
Schedule 5.15
Existing Indebtedness of the Company as of June 30, 2026
Credit agreement dated March 9, 2023 between the Company and BNP Paribas Prime Brokerage International, Ltd. (“BNP Paribas”); borrowings collateralized by assets held at BNP Paribas; $25,000,000 capacity; interest at the Overnight Bank Funding Rate plus a fixed rate determined by pledged securities; unused commitment fee of 0.50% until utilization reaches 80% or greater; average borrowings of $7,566,138 at an average interest rate of 5.12% during the year ended June 30, 2026; maximum borrowings of $15,000,000; borrowings outstanding for 189 days; and $15,000,000 outstanding as of June 30, 2026.
Schedule 5.15
(to Securities Purchase Agreement)
Schedule 5.19
Capital Stock as of September 18, 2026
|
Title of Class |
Number of Shares Authorized |
Number of Shares Outstanding |
|
Common Stock, par value $0.0001 per share |
43,090,000 |
27,371,2631 |
|
|
|
|
|
Preferred Stock —
6.00% Series A Cumulative Perpetual Preferred Stock, par value $0.0001 per share; liquidation preference $25.00 per share |
3,910,000 |
3,910,000 |
|
6.476% Series B Mandatory Redeemable Preferred Stock, par value $0.0001 per share; liquidation preference $25.00 per share |
3,000,000 |
3,000,000 |
1 The number of shares of Common Stock outstanding is as of September 18, 2026.
Schedule 5.19
(to Securities Purchase Agreement)
Information Related to Purchasers
[Omitted]
Purchaser Schedule
(to Securities Purchase Agreement)
Exhibit 1
Form of Articles Supplementary
[Omitted]
Exhibit 2
(to Securities Purchase Agreement)
Exhibit 2
[Omitted]
2-2
Exhibit 13.1
Legend
THE MRP SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE OR FOREIGN JURISDICTION AND MAY NOT BE TRANSFERRED OR RESOLD UNLESS REGISTERED UNDER THE SECURITIES ACT AND ALL APPLICABLE STATE OR FOREIGN SECURITIES LAWS OR UNLESS AN EXEMPTION FROM THE REQUIREMENT FOR SUCH REGISTRATION IS AVAILABLE.
RIVERNORTH OPPORTUNITIES FUND, INC. ISSUES MANDATORY REDEEMABLE PREFERRED SHARES
West Palm Beach, FL– September 18, 2026 – RiverNorth Opportunities Fund, Inc. (NYSE: RIV) (the “Fund”) has closed a $75 million private offering of Series B Mandatory Redeemable Preferred Shares, due September 18, 2031 (the “MRPS”). The MRPS are rated A1 by Moody’s Ratings.
Net proceeds from the offering of the MRPS will be used primarily to refinance the Fund's existing debt and to make new portfolio investments. The table below sets forth the key terms of the MRPS issued.
| Series | Amount ($ MM) |
Moody’s Rating |
Dividend Rate |
Mandatory Redemption Date | |
| MRPS | B | 75 | A1 | 6.476% | September 18, 2031 |
RiverNorth Capital Management, LLC (“RiverNorth”), the Fund’s investment adviser, believes the MRPS will provide the Fund with additional flexibility to pursue investment opportunities and will allow the Fund to continue to seek to deliver value for Fund shareholders.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy any securities.
RiverNorth Opportunities Fund, Inc.
The investment objective of the Fund is total return consisting of capital appreciation and current income. The Fund had approximately $332.3 million of net assets and 27.4 million shares of common stock outstanding as of August 31, 2026.
The Fund is a closed-end fund and does not continuously issue stock for sale as open-end mutual funds do. The Fund now trades in the secondary market. Investors wishing to buy or sell stock need to place orders through an intermediary or broker. The share price of a closed-end fund is based on the market value.
Risk is inherent in all investing. Investing in any investment company security involves risk, including the risk that you may receive little or no return on your investment or even that you may lose part or all of your investment. Therefore, before investing in the shares of common stock, you should consider the risks as well as the other information in the prospectus, annual report and semi-annual report.
Past performance is no guarantee of future results.
Credit ratings are an assessment of the creditworthiness of an issuer and are provided by nationally recognized statistical rating organizations ("NRSROs"). Moody's ratings range from Aaa (highest quality) to C (lowest quality). Ratings are subject to change and do not constitute a recommendation to buy, sell or hold any security.
Investors should read the prospectus supplement and accompanying prospectus, when available, and consider the investment objective, risks, fees and expenses of the Fund carefully before investing. To obtain a copy of the prospectus supplement and accompanying prospectus, when available, visit www.rivernorth.com or call 844.569.4750. Please read them carefully before investing.
RiverNorth Capital Management, LLC
RiverNorth is an independent investment manager and closed-end fund expert specializing in opportunistic strategies and structures built to exploit market inefficiencies. Founded in 2000, RiverNorth manages $4.8 billion1 of assets in registered funds, private funds and separately managed accounts.
Investor Contact
RiverNorth CEF Investor Relations
800-646-0148, Option 1
CEF@rivernorth.com
| 1 | As of August 31, 2026. Firm AUM reflects Managed Assets which includes the effects of leverage and investments in affiliated funds. |
Not FDIC Insured | May Lose Value | No Bank Guarantee
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