CION INVESTMENT CORPORATION

(the "Company")

Listing Document

Listing for trading of (i) 55,181,794 outstanding shares of common stock, par value \$0.001 per share ("Common Stock"), of the Company, and (ii) 250,000 shares of Common Stock issuable to non-TASE shareholders pursuant to the Company's dividend reinvestment plan described in Section 17.7 below. Said listing shall be effective upon the closing of the public offering of the Company's Series A bonds on the Tel Aviv Stock Exchange ("TASE"), provided, however, that the Company reserves the right to list the Common Stock on the TASE even if said offering of the Series A bonds is not completed. The issuance and listing of additional shares of Common Stock from time to time in the future will be subject to the approval of the TASE at such time, to the extent required by the bylaws of the TASE, as may be amended from time to time.

The Common Stock is listed in the United States on the New York Stock Exchange ("NYSE").

Common Stock Ticker Symbol on NYSE: CION

Expected Common Stock Ticker Symbol on TASE: [Cion] (English), [סאון) [Hebrew)

The Company's securities are to be listed for trading in accordance with the provisions of Chapter E3 of the Israel Securities Law-1968 (the "Securities Law"); accordingly, the Company's reports shall be in English and their contents shall be in accordance with the reporting regime of the United States. According to a ruling of the Israeli Supreme Court, liability for the Company's reports will also be subject to U.S. legal standards.

Date of Listing Document: February 21, 2023

Part 1	General	Page1
1	Company Name	3
2	Place of Incorporation	3
3	Incorporation Date	3
4	Name of Exchange on which Securities are Listed	3
5	Initial Listing Date of Securities	3
6	Company Address Details	3
7	Stock Ticker Symbol	3
8	Company Contact Persons	3
9	Classes of Shares in Authorized Share Capital	4
10	Authorized Share Capital	4
11	Issued Share Capital	4
12	Convertible Securities	4
13	U.S. Regulatory Overview	5
14	Primary Rights Attached to the Shares	9
15	U.S. Taxation in Connection with RICs and the Common Stock	21
16	Israeli Taxation in Connection with the Common Stock	32
17	Dividends	37
18	Section 39A of the Securities Law	38
19	TASE Approval	38
Part 2	Exhibits	39

Note to Draft: Update page numbers prior to filing.

Part One – General

1. Company Name: CION Investment Corporation
1. Place of Incorporation: State of Maryland, USA
1. Incorporation Date: August 9, 2011
1. Name of Exchange on which Securities are Listed: NYSE (included in the Second Annex to the Securities Law's list of approved exchanges)
1. Initial Listing Date of Securities: October 5, 2021

6. Company Address Details

6.1 Address: 100 Park Avenue, 25th Floor, New York, New York 10017
6.2 Address of Resident Agent: c/o CSC-Lawyers Incorporating Service Company, 7 St. Paul Street, Suite 1660, Baltimore, Maryland 21202.
6.3 Telephone and Fax in Israel: c/o Goldfarb Seligman & Co. Law Offices, Telephone: 03-608-9999; Fax: 03-608-9909
6.4 Telephone and Fax Abroad: Telephone: +1 (212) 418-4700; Fax: +1 (212) 418-4769

7. Stock Ticker Symbol

7.1 NYSE: CION
7.2 TASE: [Cion] (English), [סאון) [Hebrew)

8. Company Contact Persons

8.1 Contact Person for Foreign Statutory Supervisory and Enforcement Agencies and Contact Details:

Name: Eric A. Pinero, Chief Legal Officer

Address: 100 Park Avenue, 25th Floor, New York, New York 10017

8.2 Address for Mail and Service of Court Documents:

For mail, see Section 8.1.

For service of court documents:

98 Yigal Alon St., Tel-Aviv 6789141 Attn: Goldfarb Seligman & Co. Law Offices Telephone: 03-608-9999, Fax: 03-608-9909

8.3 Contact Persons for the Israel Securities Authority: Adv. Hod Mimun and Adam Klein of Goldfarb Seligman & Co. Law Offices
8.4 Address of Contact Person in Israel: Goldfarb Seligman & Co. Law Offices, 98 Yigal Alon Street, Tel-Aviv 6789141
8.5 Telephone and Fax of Contact Person in Israel: Telephone: 03-608-9999, Fax: 03- 608-9909
8.6 Transfer Agent (Name and Contact Details): SS&C Technologies, Inc. (formerly, DST Systems, Inc.) acts as our transfer agent, distribution paying agent and registrar. Its address is 430 West 7th Street, Kansas City, Missouri 64105 and its telephone number is +1 (816) 435-1000.

9. Classes of Shares in Authorized Share Capital

9.1 Common Stock, par value \$0.001 per share

10. Authorized Share Capital

10.1 500,000,000 shares, consisting of 500,000,000 shares of Common Stock.
10.2 The Company undertakes that, so long as its Common Stock is listed on the TASE, (i) the Company will not issue shares of a class different from the class listed on the TASE, except as permitted under Section 46B of the Securities Law (e.g., non-voting preferred stock), as amended from time to time, and (ii) all of its outstanding shares will be fully paid. This undertaking prevails over the authority of the Company to issue shares of various classes according to the laws of the State of Maryland and the Company's articles of incorporation and bylaws.

11. Issued Share Capital

11.1 As of February 16, 2023, there were 55,181,794 shares of Common Stock outstanding, none of which were considered "restricted securities" under the rules of the U.S. Securities and Exchange Commission (the "SEC"), and all of which were freely tradeable, i.e., with no restrictions on trade (other than restrictions that may be applicable to shares held by Company affiliates). As of such date, the Company had no outstanding convertible securities and therefore there was no difference in the fully-diluted number of shares outstanding.
11.2 The Company owns no treasury shares.

12. Convertible Securities

12.1 The Company does not have outstanding options, warrants, preferred stock or convertible debt. No shares of Common Stock have been authorized for issuance under any equity compensation plans.

Share Repurchase Policy

12.2 On September 15, 2021, our board of directors, including the independent directors, approved a share repurchase policy authorizing us to repurchase up to \$50 million of our outstanding Common Stock after the listing of the Common Stock on the NYSE, which occurred on October 5, 2021. On June 24, 2022, our board of directors, including the independent directors, increased the amount of shares of Common Stock that may be repurchased under the share repurchase policy by \$10 million to up to an aggregate of \$60 million. Under the share repurchase policy, we may purchase shares of our Common Stock through various means such as open market transactions, including block purchases, and privately negotiated transactions. The number of shares repurchased and the timing, manner, price and amount of any repurchases will be determined at our discretion. Factors include, but are not limited to, share price, trading volume and general market conditions, along with our general business conditions. The policy may be suspended or discontinued at any time and does not obligate us to acquire any specific number of shares of our Common Stock.
12.3 On August 16, 2022, as part of the share repurchase policy, we entered into a trading plan with an independent broker, Wells Fargo Securities, LLC, in accordance with Rule 10b5- 1 of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), based in part on historical trading data with respect to our Common Stock. The Rule 10b5-1 trading plan permits Common Stock to be repurchased at a time that we might otherwise be precluded from doing so under insider trading laws or self-imposed trading restrictions. The Rule 10b5-1 trading plan is subject to price, market volume and timing restrictions.

Shareholder Rights Plan

12.4 The Company has not adopted a shareholder rights plan ("poison pill").

13. U.S. Regulatory Overview

13.1 We have elected to be regulated as a business development company ("BDC") under the Investment Company Act of 1940, as amended (the "1940 Act"). A BDC is a special category of investment company under the 1940 Act that was added by Congress to facilitate the flow of capital to private companies and small public companies that do not

have efficient or cost-effective access to public capital markets or other conventional forms of corporate financing. BDCs make investments in private or thinly-traded public companies in the form of long-term debt and/or equity capital, with the goal of generating current income or capital growth .

13.2 BDCs are closed-end funds that elect to be regulated as BDCs under the 1940 Act. As such, BDCs are subject to only certain provisions of the 1940 Act, as well as the Securities Act and the Exchange Act. BDCs are provided greater flexibility under the 1940 Act than are other investment companies in dealing with their portfolio companies, issuing securities, and compensating their managers. BDCs can be internally or externally managed and may qualify to elect to be taxed as a regulated investment company, as defined under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), for federal tax purposes. The 1940 Act contains prohibitions and restrictions relating to transactions between BDCs and their affiliates, principal underwriters, and affiliates of those affiliates or underwriters. The 1940 Act requires that a majority of a BDC's directors be persons other than "interested persons," as that term is defined in the 1940 Act. In addition, the 1940 Act provides that we may not change the nature of our business so as to cease to be, or withdraw our election as a BDC, unless approved by a majority of our outstanding voting securities .
13.3 The 1940 Act defines "a majority of the outstanding voting securities" as the lesser of (i) 67% or more of the voting securities present at a meeting if the holders of more than 50% of our outstanding voting securities are present or represented by proxy or (ii) a majority of our outstanding voting securities .
13.4 We are generally not able to issue and sell our Common Stock at a price below net asset value per share. We may, however, sell our Common Stock, or warrants, options or rights to acquire our Common Stock, at a price below the then-current net asset value of our Common Stock if our board of directors determines that such sale is in our best interests and the best interests of our shareholders, and our shareholders approve such sale. In addition, we may generally issue new shares of our Common Stock at a price below net asset value in rights offerings to existing shareholders, in payment of distributions and in certain other limited circumstances. On September 15, 2022, our shareholders approved our ability to sell or otherwise issue during the next year shares of our Common Stock at a price below our then current NAV per share in one or more public or private offerings of our Common Stock not exceeding 25% of such then outstanding shares. If we issue such shares, we may issue shares of our Common Stock at a price below the then current NAV per share of Common Stock .
13.5 As a BDC, we are subject to certain regulatory restrictions in negotiating or investing in certain investments. For example, we generally are not permitted to co-invest with certain entities affiliated with our investment adviser in transactions originated by it or its affiliates unless we obtain an exemptive order from the SEC. On August 30, 2022, we, CIM and certain of our affiliates were granted an order for exemptive relief (the "Order") by the SEC for us to co-invest with other funds managed by CIM or certain affiliates in a manner consistent with our investment objectives, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. Pursuant to such Order, we generally are permitted to co-invest with certain of our affiliates if a "required majority" (as defined in Section 57(o) of the 1940 Act) of the independent directors make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the proposed transaction, including the consideration to be paid, are reasonable and fair to us and our shareholders and do not involve overreaching of us or our shareholders on the part of any person concerned, (2) the transaction is consistent with the interests of our shareholders and is consistent with our investment objective and strategies, (3) the investment by our affiliates would not disadvantage us, and our participation would not be on a basis different from or less advantageous than that on which our affiliates are investing, and (4) the proposed investment by us would not benefit CIM or its affiliates or any affiliated person of any of them (other than the parties to the transaction), except to the extent permitted by the Order and applicable law, including the limitations set forth in Section 57(k) of the 1940 Act. In addition, the Order permits us to co-invest in our existing portfolio companies with certain affiliates that are private funds, even if such private funds did not have an investment in such existing portfolio company. Even though we were granted the Order by the SEC, CIM's investment committee may determine that we should not participate in a co-investment transaction.
13.6 We may invest up to 100% of our assets in securities acquired directly from issuers in privately negotiated transactions. With respect to such securities, we may, for the purpose of public resale, be deemed an "underwriter" as that term is defined in the Securities Act. We do not intend to acquire securities issued by any investment company that exceed the limits imposed by the 1940 Act. Under these limits, except for registered money market funds, we generally cannot acquire more than 3% of the voting stock of any investment company, invest more than 5% of the value of our total assets in the securities of one investment company or invest more than 10% of the value of our total assets in the securities of more than one investment company. With regard to that portion of our portfolio invested in securities issued by investment companies, it should be noted that

such investments might indirectly subject our shareholders to additional expenses as they will indirectly be responsible for the costs and expenses of such companies. None of our investment policies are fundamental and any may be changed without shareholder approval.

13.7 The Company is an externally managed, non-diversified, closed-end management investment company that has elected to be regulated as a BDC under the 1940 Act.
13.8 Our investment objective is to generate current income and, to a lesser extent, capital appreciation for our investors. We seek to meet our investment objective by investing primarily in senior secured debt, including first lien loans, second lien loans and unitranche loans, and, to a lesser extent, collateralized securities, structured products and other similar securities, unsecured debt, including corporate bonds and long-term subordinated loans, referred to as mezzanine loans, and equity, of private and thinly traded U.S. middle-market companies.
13.9 We are managed by CION Investment Management, LLC ("CIM"), a registered investment adviser and our affiliate. Pursuant to an investment advisory agreement with us, CIM oversees the management of our activities and is responsible for making investment decisions for our investment portfolio. We have also entered into an administration agreement with CIM under which CIM provides us with general ledger accounting, fund accounting, investor relations, employee compensation and benefitrelated services, and other administrative services.

U.S. Tax Status

13.10 For U.S. federal income tax purposes, we elected to be treated for U.S. federal income tax purposes as a regulated investment company, as defined under Subchapter M of the Internal Revenue Code of 1986, as amended. See Section 16 below.
U.S. Exchange Act
13.11 Similar to U.S. domestic operating companies, the Common Stock is registered under the Exchange Act and, as a result, the Company is required to file periodic reports and information with the SEC, including current reports on Form 8-K, quarterly reports on Form 10-Q, annual reports on Form 10-K and proxy statements on Schedule 14A, and are subject to the requirements of the Sarbanes-Oxley Act of 2002, as amended. The timing of, and filing deadlines for, periodic filings by the Company is the same as for domestic operating companies. The Company's fiscal year end is December 31.
13.12 As a BDC, if the Company offers securities to the public in the United States, it is required to register the securities under the Securities Act of 1933, as amended (the "Securities Act"), on a registration statement on Form N-2. The requirements of Form N-2, as applicable to BDCs, are generally comparable to the requirements of Form S-1 used by U.S. domestic operating companies, with the addition of certain disclosure requirements that apply specifically to investment companies and BDCs, such as information about the company's investment objective and policies, portfolio companies, investment advisers, portfolio managers, brokerage allocations, etc., and the omission of certain compensationrelated disclosures.
13.13 Similar to U.S. domestic operating companies, the Company's consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles and its annual consolidated financial statements are audited by an independent registered public accounting firm pursuant to the standards of the Public Company Accounting Oversight Board (United States). Special provisions as to the financial statements of BDCs are governed by Item 3-18 and Articles 6 and 12 of SEC Regulation S-X.

NYSE Requirements

13.14 Since the Common Stock is listed on the NYSE, the Company is subject to the ongoing listing requirements of U.S. domestic operating companies.

14. Primary Rights Attached to the Shares

14.1 The Company is incorporated under the laws of the State of Maryland and is subject to the Maryland General Corporation Law ("MGCL"). The Israeli Companies Law-1999 (the "Companies Law") does not apply to the Company. However, for the sake of comparison, material differences in the Companies Law (in comparison to the MGCL) are stated in footnotes to this Section 14.

The following description is based on relevant portions of the MGCL and the Company's articles of incorporation and bylaws. This summary is not necessarily complete, and reference is made to the MGCL and the Company's articles of incorporation and bylaws for a more detailed description of the provisions summarized below. Our articles of incorporation and bylaws, as well as certain statutory and regulatory requirements, contain certain provisions that may have the effect of discouraging a third party from attempting to acquire us. Our board of directors may, without shareholder action, authorize the issuance of shares in one or more classes or series, including preferred shares; and our board of directors may, without shareholder action, amend our articles of

incorporation to increase the number of our shares, of any class or series, that we have authority to issue. We are also subject to Subtitle 8 of Title 3 of the MGCL, which allows our board of directors to adopt certain defensive measures without shareholder consent. These anti-takeover provisions may inhibit a change of control in circumstances that could give the holders of our common stock the opportunity to realize a premium over the value of our common stock.

Limited Liability

14.2 Under Maryland law, our shareholders generally are not personally liable for our debts or obligations.

Common Stock

14.3 Under the terms of our articles of incorporation, all shares of our Common Stock have equal rights as to voting (one vote per share) and, when they are issued, will be duly authorized, validly issued, fully paid and non-assessable.
14.4 Distributions may be paid to the holders of our Common Stock if, as and when authorized by our board of directors and declared by us out of funds legally available for such purpose.
14.5 Except as may be provided by the board of directors in setting the terms of classified or reclassified stock,² shares of our Common Stock have no preemptive, exchange, conversion or redemption rights and, except where their transfer is restricted by federal and state securities laws or by contract, are freely transferable.
14.6 In the event of our liquidation, dissolution or winding up, each share of Common Stock would be entitled to share ratably in all of our assets that are legally available for distribution after we pay all debts and other liabilities and subject to any preferential rights of holders of our preferred stock, if any preferred stock is outstanding at such time.
14.7 Each share of our Common Stock is entitled to one vote on all matters submitted to a vote of shareholders, including the election of directors. Except as may be provided by the board of directors in setting the terms of classified or reclassified stock, the holders of our Common Stock have and will possess exclusive voting power with respect to all matters as to which a shareholder is entitled to vote.

² Under the Companies Law, the terms of a class of shares must be set forth in the articles of association, the approval of which requires shareholder approval.

Election of Directors

14.8 There is no cumulative voting in the election of directors, which means that holders of a majority of the outstanding shares of common stock are able to elect all of our directors, provided that there are no shares of any other class or series of stock outstanding entitled to vote in the election of directors, and holders of less than a majority of such shares are unable to elect any director.
14.9 As permitted by Maryland law, our directors are elected by a plurality of all votes cast by holders of the outstanding shares of stock entitled to vote at a duly called meeting of shareholders at which a quorum is present.³

Classified Board of Directors

14.10 Our board of directors is divided into three classes of directors serving staggered terms. At each annual meeting of our shareholders, the successors to the class of directors whose term expires at such meeting will be elected to hold office for a term expiring at the annual meeting of shareholders held in the third year following the year of their election. Each director holds office for the term to which he or she is elected and until his or her successor is duly elected and qualifies.

Number of Directors

14.11 Our articles of incorporation provides that the number of directors is set by the board of directors in accordance with our bylaws. Our bylaws provide that a majority of our entire board of directors may at any time increase or decrease the number of directors. Our bylaws provide that the number of directors may never be less than the minimum permitted by the MGCL nor more than twelve. As of February 16, 2023, we had a total of eight directors serving on our board of directors, six of whom are independent directors.

Vacancies

14.12 Except as may be provided by the board of directors in setting the terms of any class or series of preferred stock, and pursuant to an election in our articles of incorporation as permitted by Maryland law, any and all vacancies on the board of directors may be filled only by the affirmative vote of a majority of the remaining directors in office, even if the remaining directors do not constitute a quorum, and any director elected to fill a vacancy will serve for the remainder of the full term of the directorship in which the vacancy

³ Under the Companies Law, directors generally are elected by a simple majority of the votes cast, not by a plurality.

occurred and until a successor is elected and qualifies, subject to any applicable requirements of the 1940 Act .

Removal

14.13 Under Maryland law, our shareholders may remove a director, with or without cause, by the affirmative vote of a majority of all the votes entitled to be cast in the election of directors, subject to the rights, if any, of any class or series of shareholders entitled separately to elect one or more directors.⁴

Independence

14.14 Our articles of incorporation provide that a majority of our board of directors must be independent directors, except for a period of up to 60 days after the death, removal or resignation of an independent director pending the election of his or her successor. 5

Action by Shareholders

14.15 The MGCL provides that shareholder action can be taken only at an annual or special meeting of shareholders or by unanimous consent in lieu of a meeting.6,7 These provisions, combined with the requirements of our bylaws regarding the calling of a shareholder-requested special meeting of shareholders discussed below, may have the effect of delaying consideration of a shareholder proposal until the next annual meeting .

Advance Notice Provisions for Shareholder Nominations and Shareholder Proposals

14.16 Our bylaws provide that with respect to an annual meeting of shareholders, nominations of persons for election to the board of directors and the proposal of business to be considered by shareholders may be made only (a) pursuant to our notice of the meeting, (b) by the board of directors or (c) by a shareholder who is entitled to vote at the meeting and who has complied with the advance notice procedures of the bylaws.
14.17 Among other things, and subject to certain exceptions, such advance notice provisions require that certain detail concerning the shareholder nominee or proposal be delivered to our secretary not less than 90 days nor more than 120 days prior to the first anniversary of the date of mailing of the notice for the preceding year's annual meeting. With respect

⁴ Under the Companies Law, shareholders generally may remove directors by a simple majority of the votes cast on the matter.

⁵ Under the Companies Law, a public company is required to have at least three external and/or independent directors (as defined therein).

⁶ In connection with each shareholder meeting, the Company will obtain a TASE member position list and omnibus proxy from the TASE Clearing House as of the record date for the meeting. Holders of Common Stock through a TASE member will be entitled to obtain an ownership confirmation from the TASE member and vote the number of shares set forth therein at the shareholder meeting, in person or by proxy.

⁷ Under the Companies Law, the shareholders of a public company may not act by written consent.

to special meetings of shareholders, only the business specified in our notice of the meeting may be brought before the meeting.

14.18 Nominations of persons for election to the board of directors at a special meeting may be made only (a) pursuant to our notice of the meeting, (b) by the board of directors or (c) provided that the board of directors has determined that directors will be elected at the meeting, by a shareholder who is entitled to vote at the meeting and who has complied with the advance notice provisions of the bylaws. Among other things, such advance notice provisions require that certain details concerning the shareholder nominee, including, among other things, the name, age and address of the shareholder nominee and number of shares held by the shareholder nominee, be delivered to our secretary not earlier than the 120th day prior to such special meeting and not later than the close of business on the later of the 90th day prior to such special meeting or the tenth day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the board of directors to be elected at such meeting.⁸
14.19 The purpose of requiring shareholders to give us advance notice of nominations and other business is to afford our board of directors a meaningful opportunity to consider the qualifications of the proposed nominees and the advisability of any other proposed business and, to the extent deemed necessary or desirable by our board of directors, to inform shareholders and make recommendations about such qualifications or business, as well as to provide a more orderly procedure for conducting meetings of shareholders.
14.20 Although our bylaws do not give our board of directors any power to disapprove shareholder nominations for the election of directors or proposals recommending certain action, they may have the effect of precluding a contest for the election of directors or the consideration of shareholder proposals if proper procedures are not followed and of discouraging or deterring a third party from conducting a solicitation of proxies to elect its own slate of directors or to approve its own proposal without regard to whether consideration of such nominees or proposals might be harmful or beneficial to us and our shareholders .

⁸ Under the Companies Law and the reguations promulgated thereunder, a holder or holders of at least 1% of the outstanding shares generally may request to add a proposal to the agenda of a general meeting within seven days of the notice of such meeting, and a holder or holders of at least 5% of the oustanding shares, any two directors or a quarter of the directors generally may request that the company call a general meeting and may set the agenda thereof, in which case the company must call a meeting within 21 days.

Calling of Special Meetings of Shareholders

14.21 Our bylaws provide that our board of directors and certain of our officers may call special meetings of shareholders. Additionally, our bylaws provide that, subject to the satisfaction of certain procedural and informational requirements by the shareholders requesting the meeting, a special meeting of shareholders will be called by the secretary of the corporation upon the written request of shareholders entitled to cast 10% or more of the votes entitled to be cast at the meeting. 9

Approval of Extraordinary Corporate Action; Amendment of Articles of Incorporation and Bylaws

14.22 Under Maryland law, a Maryland corporation generally cannot dissolve, amend its articles of incorporation, merge, sell all or substantially all of its assets, engage in a share exchange or engage in similar transactions outside the ordinary course of business, unless advised by the board of directors and approved by the affirmative vote of shareholders entitled to cast at least two-thirds of the votes entitled to be cast on the matter. However, a Maryland corporation may provide in its articles of incorporation for approval of these matters by a lesser or greater percentage, but not less than a majority of all of the votes entitled to be cast on the matter.
14.23 Pursuant to our articles of incorporation, provided that our directors then in office have approved and declared the action advisable and submitted such action to the shareholders, an amendment to our articles of incorporation that requires shareholder approval, a merger, or a sale of all or substantially all of our assets or a similar transaction outside the ordinary course of business, shall be approved by the affirmative vote of shareholders entitled to cast at least a majority of the votes entitled to be cast on the matter.¹⁰
14.24 Notwithstanding the foregoing, (i) amendments to our articles of incorporation to make our common stock a "redeemable security" or to convert the Company, whether by merger or otherwise, from a closed-end company to an open-end company, and (ii) the dissolution of the Company, must each be approved by the affirmative vote of shareholders entitled to cast at least two-thirds of the votes entitled to be cast on the matter. 11

⁹ Under the Companies Law, the threshold is 5%; see the immediately previous footnote.

¹⁰ Under the Companies Law, (i) a merger and all amendments to the articles of association require the approval of a simple majority of the votes cast on the matter, unless the company's articles of association require a higher threshold, and (ii) a sale of all or substantially all of the company's assets does not require shareholder approval.

¹¹ Under the Companies Law, the dissolution of a solvent company requires the approval of 75% of the votes cast on the matter.

14.25 Our articles of incorporation and bylaws provide that the board of directors will have the exclusive power to make, alter, amend or repeal any provision of our bylaws¹² .
14.26 Our articles of incorporation provide that upon a vote of a majority of our shareholders, without the consent of our investment adviser, the shareholders may direct the board of directors to take the following actions: (i) amendment of the investment advisory agreement; (b) removal of our investment advisor and election of a new investment adviser; (iii) approval or disapproval of the sale of all or substantially all of our assets when such sale is to be made other than in the ordinary course of our business; and (iv) approval of a merger involving us or our reorganization.
14.27 Without the approval of a majority of our shareholders, we shall not permit our investment advisor to: (i) amend the investment advisory agreement except for amendments that would not adversely affect the interests of our shareholders; (ii) voluntarily withdraw as our investment adviser unless such withdrawal would not affect our tax status and would not materially adversely affect our shareholders; (iii) apoint a new investment adviser ; (iv) sell all or substantially all of our assets, other than in the ordinary course of business; and (v) cause a merger or reorganization involving us .

No Appraisal Rights

14.28 In certain extraordinary transactions, the MGCL provides the right to dissenting shareholders to demand and receive the fair value of their shares, subject to certain procedures and requirements set forth in the statute. Those rights are commonly referred to as "appraisal rights". Except with respect to appraisal rights arising in connection with the Maryland Control Share Acquisition Act (discussed below), as permitted by the MGCL, and similar rights in connection with a proposed roll-up transaction, our articles of incorporation provide that shareholders will not be entitled to exercise appraisal rights. 13

Appraisal and Compensation

14.29 Additional provisions of Maryland law provide that a Maryland corporation that is subject to the Exchange Act and has at least three outside directors can elect by resolution of the board of directors to be subject to some corporate governance provisions that may be inconsistent with the corporation's articles of incorporation and bylaws. Under the MGCL, a board of directors may classify itself without the vote of shareholders. A board

¹² Under the Companies Law, amendments to the articles of association require shareholder approval.

¹³ Under the Companies Law, shareholders are entitled to appraisal rights in a full tender offer, unless the offeror stipulates in advance that accepting the offer consitutes a waiver of appraisal rights.

of directors classified in that manner cannot be altered by amendment to the articles of incorporation of the corporation. Further, the board of directors may, by electing into applicable statutory provisions and notwithstanding the articles of incorporation or bylaws: (i) provide that a special meeting of shareholders will be called only at the request of shareholders entitled to cast at least a majority of the votes entitled to be cast at the meeting ; (ii) reserve for itself the right to fix the number of directors ; (iii) provide that a director may be removed only by the vote of the holders of two-thirds of the stock entitled to vote ; (iv) retain for itself sole authority to fill vacancies created by the death, removal or resignation of a director; and (v) provide that all vacancies on the board of directors may be filled only by the affirmative vote of a majority of the remaining directors, in office, even if the remaining directors do not constitute a quorum. 14

14.30 In addition, if the board is classified, a director elected to fill a vacancy under this provision will serve for the balance of the unexpired term instead of until the next annual meeting of shareholders. A board of directors may implement all or any of these provisions without amending the articles of incorporation or bylaws and without shareholder approval. A corporation may be prohibited by its articles of incorporation or by resolution of its board of directors from electing any of the provisions of the statute. We are not prohibited from implementing any or all of the statute .
14.31 Pursuant to our articles of incorporation, we have elected to be subject to a specific provision of the MGCL such that, at all times that we are eligible to make that election, all vacancies on the board of directors resulting from an increase in the size of the board or the death, resignation or removal of a director, may be filled only by the affirmative vote of a majority of the remaining directors, even if the remaining directors do not constitute a quorum. That election by our board is subject to applicable requirements of the 1940 Act and subject to any provisions of a class or series of preferred stock established by the board, and provided that independent directors will nominate replacements for any vacancies among the independent directors' positions. While certain other of the provisions available for election under the statute are already contemplated by our articles of incorporation and bylaws, the law would permit our board of directors to override further changes to the articles of incorporation or bylaws .

Conflicts with the 1940 Act

14.32 Our bylaws provide that, if and to the extent that any provision of the MGCL, including the Maryland Control Share Acquisition Act (if we amend our bylaws to be subject to

¹⁴ Under the Companies Law, the board of directors does not have the authorities described in this paragraph.

such act) and the Maryland Business Combination Act, or any provision of our articles of incorporation or bylaws conflicts with any provision of the 1940 Act, the applicable provision of the 1940 Act will control.

Preferred Stock

14.33 Our articles of incorporation authorizes our board of directors to create and issue one or more series of preferred stock, to the extent permitted by the 1940 Act. Prior to the issuance of shares of each series of preferred stock, our board of directors will be required by Maryland law and by our articles of incorporation to establish the voting powers (full or limited, or no voting powers), and the designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations and restrictions thereof, of each series of our preferred stock. Thus, to the extent permitted by the 1940 Act, our board of directors could authorize the issuance of shares of a series of our preferred stock with terms and conditions which could have the effect of delaying, deferring or preventing a transaction or a change in control that might involve a premium price for holders of our common stock or otherwise be in their best interest.¹⁵
14.34 Any issuance of preferred stock must comply with the requirements of the 1940 Act. The 1940 Act generally requires that (1) immediately after issuance and before any distribution is made with respect to our common stock and before any purchase of common stock is made, such preferred stock together with all other senior securities must not exceed an amount equal to 66-2/3% of our total assets less liabilities not represented by indebtedness, and (2) the holders of shares of preferred stock, if any are issued, must be entitled as a class to elect two directors at all times and to elect a majority of the directors if distributions on such preferred stock are in arrears by two years or more. Certain matters under the 1940 Act require the separate vote of the holders of any issued and outstanding preferred stock. For example, holders of preferred stock would vote separately from the holders of common stock on a proposal to cease operations as a BDC.¹⁶
14.35 All shares of preferred stock that we may issue will be identical and of equal rank except as to the particular terms thereof that may be fixed by our board of directors, and all shares of each series of preferred stock will be identical and of equal rank except as to the dates from which cumulative dividends, if any, thereon will be cumulative.

¹⁵ Under the Companies Law, creating a class of preferred shares requires amending the articles of association, which requires shareholder approval.

¹⁶ The Companies Law does not have provisions like those described in this paragraph.

14.36 If we issue shares of preferred stock, holders of such preferred stock will be entitled to receive cash dividends at an annual rate that will be fixed or will vary for the successive dividend periods for each series. In general, the dividend periods for fixed rate preferred stock can range from quarterly to weekly and are subject to extension.
14.37 The classification or reclassification of any class or series of preferred stock shall be effective upon the adoption of a resolution by the board of directors setting forth such relative preferences, covenants and other rights, terms and conditions. Upon the classification or reclassification of any such class or series, an appendix shall be attached to our articles of incorporation (identified as a certificate of designation) to reflect the classification or reclassification of such class or series, which shall be deemed part of such articles. 17
14.38 To the extent required by the TASE, the Company will not have more than one class or series of preferred stock listed on the TASE at any time.

Senior Securities

14.39 We are permitted, under specified conditions, to issue multiple classes of debt and one class of stock senior to our Common Stock if our asset coverage, as defined in the 1940 Act, is at least equal to 150% (i.e., \$2 of debt outstanding for each \$1 of equity) immediately after each such issuance. Prior to December 31, 2021, we were required to maintain asset coverage of 200% (i.e., \$1 of debt outstanding for each \$1 of equity). Recent legislation has modified the 1940 Act by allowing a BDC to increase the maximum amount of leverage it may incur from an asset coverage ratio of 200% to an asset coverage ratio of 150%, if certain requirements are met.
14.40 At our Special Meeting of Shareholders on December 30, 2021, our shareholders approved a proposal to reduce our asset coverage ratio to 150%, which permits us to increase the maximum amount of leverage that we are permitted to incur. Such asset coverage ratio became effective on December 31, 2021. In addition, while any senior securities remain outstanding, we must make provisions to prohibit any distribution to our shareholders or the repurchase of such securities or shares unless we meet the applicable asset coverage ratios at the time of the distribution or repurchase. We may also borrow amounts up to 5% of the value of our total assets for temporary or emergency purposes without regard to asset coverage.

¹⁷ Under the Companies Law, creating a class of preferred shares requires amending the articles of association, which requires shareholder approval.

Maryland Business Combination Act and Maryland Control Share Acquisition Act

14.41 The Maryland Business Combination Act, subject to limitations, prohibits certain business combinations between a Maryland corporation and an interested shareholder (defined generally as any person who beneficially owns 10% or more of the voting power of our voting capital stock) or an affiliate of any interested shareholder for five years following the most recent date on which the shareholder became an interested shareholder, and thereafter imposes special appraisal rights and special supermajority shareholder voting requirements on these combinations.¹⁸
14.42 The Maryland Control Share Acquisition Act (the "MCSAA") provides that "control shares" of a Maryland corporation (defined as shares which, when aggregated with other shares controlled by the shareholder, entitle the shareholder to exercise, or direct the exercise of, one of three increasing ranges of voting power in electing directors) acquired in a "control share acquisition" (defined as the direct or indirect acquisition of ownership or control of "control shares") have no voting rights, except to the extent approved by the corporation's shareholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares. 19
14.43 The provisions of these two statutes generally apply to a Maryland corporation unless the corporation's board of directors, in the case of the Maryland Business Combination Act, and bylaws, in the case of the MCSAA, exempt the corporation from such provisions. Our board of directors has adopted resolutions that expressly exempt us from the Maryland Business Combination Act and our bylaws contain provisions that expressly exempt us from the Maryland Control Share Acquisition Act. Our election to be exempt from the provisions of either statute may be repealed by our board of directors at its discretion, the result of which would make it more difficult for a third party to obtain control of us.

¹⁸ The Companies Law does not have provisions like those described in this paragraph.

¹⁹ The Companies Law provides that an acquisition of shares of public company must be made by means of a 'special tender offer' if as a result of the acquisition the purchaser would become a 25% or more shareholder of the company and there is no 25% or more shareholder in the company. In addition, an acquisition of shares of a public company must be made by means of a 'special tender offer' if as a result of the acquisition the purchaser would become a greater than 45% shareholder of the company and there is greater than 45% shareholder in the company. (These requirements do not apply if the acquisition (i) is made in a private placement that received shareholder approval, (ii) was from a 25% shareholder of the company and resulted in the acquirer becoming a 25% shareholder of the company or (iii) was from a greater than 45% shareholder of the company and resulted in the acquirer becoming a greater than 45% shareholder of the company. The board of directors does not have the authority to opt out of the 'special tender offer' requirement.) A 'special tender offer' must be extended to all shareholders, but the offer or is not required to purchase more than 5% of the company's outstanding shares, regardless of how many shares are tendered by shareholders. A 'special tender offer' may be consummated only if (i) at least 5% of the company's outstanding shares will be acquired by the offer and (ii) the number of shares tendered in the offer exceeds the number of shares whose holders objected to the offer. Shares acquired in violation of these provisions will not have any rights and will be deemed dormant shares for so long as they are held by the acquirer.

Limitation on Liability of Directors and Officers; Indemnification and Advancement of Expenses

14.44 Maryland law permits a Maryland corporation to include in its articles of incorporation a provision limiting the liability of its directors and officers to the corporation and its shareholders for money damages, except for liability resulting from (a) actual receipt of an improper benefit or profit in money, property or services or (b) active and deliberate dishonesty established by a final judgment and that is material to the cause of action.²⁰
14.45 Maryland law requires a corporation (unless its articles of incorporation provide otherwise, which our articles of incorporation do not) to indemnify a director or officer who has been successful in the defense of any proceeding to which he or she is made a party by reason of his or her service in that capacity against reasonable expenses incurred in the proceeding in which the director or officer was successful.²¹
14.46 Maryland law permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made a party by reason of their service in those or other capacities unless it is established that (a) the act or omission of the director or officer was material to the matter giving rise to the proceeding and (1) was committed in bad faith or (2) was the result of active and deliberate dishonesty, (b) the director or officer actually received an improper personal benefit in money, property or services or (c) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful.²²
14.47 However, under Maryland law, a Maryland corporation may not indemnify for an adverse judgment in a suit by or in the right of the corporation or for a judgment of liability on

²⁰ The Companies Law does not have provisions like those described in this paragraph.

²¹ Under the Companies Law, a company is permitted to indemnify its office holders only if it is authorized to do so under the company's articles of association. To be entitled to indemnification for expenses incurred in a civil proceeding, an office holder is not required to be successful in the defense. The office holder may also be indemnified for a financial obligation or monetary liability imposed on him in favor of a third party by a judgment, including a settlement or an arbitrator's award approved by court. However, indemnification for expenses incurred in a criminal proceeding is permitted only if the office holder is acquitted or convicted of a crime which does not require proof of mens rea.

²² Under the Companies Law, an undertaking of a company to indemnify an officer holder is limited to (i) the classes of events that are foreseeable in light of the company's activities at the time of giving the undertaking and (ii) an amount and/or criteria which the board of directors has determined are reasonable in the circumstances. The Companies Law does not permit indemnification of an office holder for (i) an act or omission done with the intent to derive an illegal personal benefit, (ii) a breach by the office holder of his duty of loyalty (unless the office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice the company), (iii) a breach by the office holder of his duty of care if the breach was done intentionally or recklessly or (iv) any fine levied against the office holder.

the basis that a personal benefit was improperly received, unless in either case a court orders indemnification, and then only for expenses.²³

14.48 In addition, Maryland law permits a corporation to advance reasonable expenses to a director or officer upon the corporation's receipt of (a) a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation and (b) a written undertaking by him or her or on his or her behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the standard of conduct was not met.
14.49 Despite the above provisions of Maryland law, our articles of incorporation provide that (i) any of our present or former directors or officers, or any person who while serving in such capacity, at our request, serves or has served as a director or officer of any entity, (ii) our investment adviser, or (iii) pursuant to the investment advisory agreement, any director, officer, equity holder, agents, employees, and controlling persons (as defined in the 1940 Act) of our investment adviser and any other person or entity affiliated with, or acting on behalf of our investment adviser, in each case under (i)-(iii) who is made or threatened to be made a party to the proceeding by reason of such capacity (each an "Indemnitee"), provides that such Indemnitee is only entitled to indemnification (including reasonable attorneys' fees and amounts reasonably paid in settlement) for any liability or loss suffered by such Indemnitee and will only be held harmless from any such liability, if (1) we have determined, in good faith, that the course of conduct that caused the loss or liability was in our best interests, (2) the Indemnitee was acting on behalf of or performing services for us, and (3) we have determined, in good faith, that the liability or loss suffered was not the result of (A) negligence or misconduct (in the case that the Indemnitee is our officer, or an officer of our investment adviser or any its affiliates or (B) gross negligence or willful misconduct (in the case that the Indemnitee is our director, but not also our officer or an officer of our investment adviser or any of its affiliates). Our articles of incorporation further provide that any indemnification pursuant to the foregoing is recoverable only out of our assets and not from our shareholders. In accordance with the 1940 Act, we will not indemnify any person for any liability to which such person would be subject by reason of such person's willful misconduct, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office.

²³ Under the Companies Law, a court order is not required in order to permit the indemnification of expenses incurred by an office holder in connection with a proceeding brought by or in the name of the company and indemnification of an office holder for an act or omission done with the intent to derive an illegal personal benefit is not permitted.

15. U.S. Taxation in Connection with RICs and the Common Stock

15.1 The following discussion is a general summary of the material U.S. federal income tax considerations applicable to the Company and to an investment in shares of the Common Stock by non-U.S. shareholders. This summary does not purport to be a complete description of the income tax considerations applicable to such an investment. For example, we have not described certain considerations that may be relevant to certain types of holders subject to special treatment under U.S. federal income tax laws. In addition, this discussion does not address the U.S. federal income or other tax considerations applicable to U.S. shareholders. This summary assumes that investors hold shares of our Common Stock as capital assets (within the meaning of Section 1221 of the Code). The discussion is based upon the Code, Treasury regulations, and administrative and judicial interpretations, each as of the date of this document and all of which are subject to change, possibly retroactively, which could affect the continuing validity of this discussion. We have not sought and will not seek any ruling from the Internal Revenue Service (the "IRS"), regarding the listing of the Common Stock on the TASE or any offering of our securities, and no assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax consequences described below.

This summary does not discuss the impact that U.S. state and local taxes and taxes imposed by non-U.S. jurisdictions could have on the matters discussed in this summary.

Investors should consult their own tax advisors regarding the particular tax consequences to them of an investment in the Company, including the state, local and non-U.S. income and other tax consequences of an investment in shares of Common Stock.

Taxation as a RIC

15.2 We elected to be treated for U.S. federal income tax purposes as a regulated investment company ("RIC"), as defined under Subchapter M of the Code. As a RIC, we generally will not have to pay corporate-level U.S. federal income taxes on any net ordinary income or capital gains that we timely distribute to our shareholders as distributions. To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements (as described below). In addition, we must distribute to our shareholders, for each taxable year, distributions of an amount at least equal to 90% of our "investment company taxable income," which is generally our net ordinary income plus the excess of realized net short-term capital gains over realized net long-term capital losses and determined without regard to any deduction for distributions paid (the "Annual Distribution Requirement"). Although not required for us to maintain our RIC tax status, in order to preclude the imposition of a 4% nondeductible federal excise tax imposed on RICs, we must distribute to our shareholders in respect of each calendar year distributions of an amount at least equal to the sum of (1) 98% of our net ordinary income (taking into account certain deferrals and elections) for the calendar year, (2) 98.2% of the excess (if any) of our realized capital gains over our realized capital losses, or capital gain net income (adjusted for certain ordinary losses), generally for the one-year period ending on October 31 of the calendar year and (3) the sum of any net ordinary income plus capital gains net income for preceding years that were not distributed during such years and on which we paid no federal income tax (the "Excise Tax Avoidance Requirement").

15.3 If we (i) qualify as a RIC and (ii) satisfy the Annual Distribution Requirement, then we will not be subject to U.S. federal income tax on the portion of our investment company taxable income and net capital gain (defined as net long-term capital gains in excess of net short-term capital losses) we timely distribute (or are deemed to timely distribute) to shareholders. As a RIC, we will be subject to U.S. federal income tax at regular corporate rates on any net income or net capital gain not distributed (or not deemed to be distributed) to our shareholders.
15.4 In order to qualify as a RIC for U.S. federal income tax purposes, we must, among other things:
- 15.4.1 be treated as a BDC under the 1940 Act at all times during each taxable year;
- 15.4.2 derive in each taxable year at least 90% of our gross income from dividends, interest, payments with respect to certain securities, loans, gains from the sale of stock or other securities, or other income derived with respect to our business of investing in such stock or securities, and net income derived from interests in "qualified publicly traded partnerships" (partnerships that are traded on an established securities market or tradable on a secondary market, other than partnerships that derive 90% of their income from interest, dividends and other permitted RIC income) (the "90% Income Test"); and
- 15.4.3 diversify our holdings so that at the end of each quarter of the taxable year (i) at least 50% of the value of our assets consists of cash, cash equivalents, U.S. government securities, securities of other RICs, and other securities if such other securities of any one issuer do not represent more than 5% of the value of our assets or more than 10% of the outstanding voting securities of the issuer; and (ii) no more than 25% of the value of our assets is invested in the securities, other than U.S. government securities or securities of other RICs, of one issuer or of

two or more issuers that are controlled, as determined under applicable tax rules, by us and that are engaged in the same or similar or related trades or businesses or in the securities of one or more qualified publicly traded partnerships (collectively, the "Diversification Tests").

15.5 We may invest in partnerships, including qualified publicly traded partnerships, which may result in our being subject to state, local or foreign income, franchise or other tax liabilities. For the purpose of determining whether we satisfy the 90% Income Test and the Diversification Tests described above, the character of our distributive share of items of income, gain, losses, deductions and credits derived through any investments in companies that are treated as partnerships for U.S. federal income tax purposes (other than certain publicly traded partnerships), or are treated as disregarded as separate from us for U.S. federal income tax purposes, generally will be determined as if we realized these tax items directly. Further, for purposes of calculating the value of our investment in the securities of an issuer for purposes of determining the 25% requirement described above, our proper proportion of any investment in the securities of that issuer that are held by a member of our "controlled group" must be aggregated with our investment in that issuer. A controlled group is one or more chains of corporations connected through stock ownership with us if (a) at least 20% of the total combined voting power of all classes of voting stock of each of the corporations is owned directly by one or more of the other corporations, and (b) we directly own at least 20% of the combined voting stock of at least one of the other corporations.
15.6 In addition, as a RIC we are subject to ordinary income and capital gain distribution requirements under U.S. federal excise tax rules for each calendar year. If we do not meet the Excise Tax Avoidance Requirement, we will be subject to a 4% nondeductible federal excise tax on the undistributed amount. The failure to meet Excise Tax Avoidance Requirement will not cause us to lose our RIC status. Although we currently intend to make sufficient distributions each taxable year to satisfy the Excise Tax Avoidance Requirements, under certain circumstances, we may choose to retain taxable income or capital gains in an amount less than what would cause us to fail the Annual Distribution Requirement. We may then be required to pay the associated corporate-level U.S. federal income tax, including the 4% excise tax on such income or capital gains.
15.7 A RIC is limited in its ability to deduct expenses in excess of its investment company taxable income. If our deductible expenses in a given taxable year exceed our investment company taxable income, we may incur a net operating loss for that taxable year. However, a RIC is not permitted to carry forward net operating losses to subsequent taxable years and such net operating losses do not pass through to its shareholders. In

addition, deductible expenses can be used only to offset investment company taxable income, not net capital gain. A RIC may not use any net capital losses (that is, the excess of realized capital losses over realized capital gains) to offset its investment company taxable income, but may carry forward such net capital losses, and use them to offset future capital gains, indefinitely. Any underwriting fees paid to us are not deductible. Due to these limits on deductibility of expenses and net capital losses, we may for tax purposes have aggregate taxable income for several taxable years that we are required to distribute and that is taxable to our shareholders even if such taxable income is greater than the net income we actually earn during those taxable years.

15.8 We may be required to recognize taxable income in circumstances in which we do not receive cash. For example, if we hold debt obligations that are treated under applicable tax rules as having OID (such as debt instruments with PIK interest or, in certain cases, with increasing interest rates or issued with warrants), we must include in income each year a portion of the OID that accrues over the life of the obligation, regardless of whether cash representing such income is received by us in the same taxable year. Because any OID accrued will be included in our investment company taxable income for the taxable year of accrual, we may be required to make a distribution to our shareholders in order to satisfy the Annual Distribution Requirement or the Excise Tax Avoidance Requirement, even though we will not have received any corresponding cash amount. Furthermore, a portfolio company in which we hold equity or debt instruments may face financial difficulty that requires us to work out, modify, or otherwise restructure such equity or debt instruments. Any such restructuring could, depending upon the terms of the restructuring, cause us to incur unusable or nondeductible losses or recognize future noncash taxable income.
15.9 Certain of our investment practices may be subject to special and complex U.S. federal income tax provisions that may, among other things, produce income that will not be qualifying income for purposes of the 90% Income Test. We intend to monitor our transactions and may make certain tax elections that are intended to maintain our status as a RIC and avoid a fund-level tax.
15.10 Gain or loss realized by us from warrants or other securities acquired by us as well as any loss attributable to the lapse of such warrants or other securities generally will be treated as capital gain or loss. Such gain or loss generally will be long term or short term, depending on how long we held a particular warrant or security.
15.11 Although we do not presently expect to do so, we are authorized to borrow funds and to sell assets in order to satisfy distribution requirements. However, under the 1940 Act, we

are not permitted to make distributions to our shareholders while our debt obligations and other senior securities are outstanding unless certain "asset coverage" tests are met. Moreover, our ability to dispose of assets to meet our distribution requirements may be limited by (1) the illiquid nature of our portfolio and/or (2) other requirements relating to our qualification as a RIC, including the Diversification Tests. If we dispose of assets in order to meet the Annual Distribution Requirement or the Excise Tax Avoidance Requirement, we may make such dispositions at times that, from an investment standpoint, are not advantageous.

15.12 Some of the income and fees that we may recognize, such as fees for providing managerial assistance, certain fees earned with respect to our investments, income recognized in a work-out or restructuring of a portfolio investment, or income recognized from an equity investment in an operating partnership, will not satisfy the 90% Income Test. In order to manage the risk that such income and fees might disqualify us as a RIC for a failure to satisfy the 90% Income Test, we may be required to recognize such income and fees indirectly through one or more entities treated as corporations for U.S. federal income tax purposes. Such corporations will be required to pay U.S. corporate income tax on their earnings, which ultimately will reduce our return on such income and fees.

Failure to Qualify as a RIC

15.13 If we were unable to qualify for treatment as a RIC and are unable to cure the failure, for example, by disposing of certain investments quickly or raising additional capital to prevent the loss of RIC status, we would be subject to tax on all of our taxable income at regular corporate rates (and any applicable U.S. state and local taxes). The Code provides some relief from RIC disqualification due to failures to comply with the 90% Income Test and the Diversification Tests, although there may be additional taxes due in such cases. We cannot assure you that we would qualify for any such relief should we fail the 90% Income Test or the Diversification Tests.
15.14 Should failure occur, not only would all our taxable income be subject to tax at regular corporate rates (as well as any applicable U.S. state and local taxes), but we would not be able to deduct distributions to shareholders, nor would they be required to be made. Distributions, including distributions of net long-term capital gain, would generally be taxable to our shareholders as ordinary dividend income to the extent of our current and accumulated earnings and profits. Subject to certain limitations under the Code, certain corporate shareholders would be eligible to claim a dividends received deduction with respect to such distributions and non-corporate shareholders would generally be able to treat such distributions as "qualified dividend income," which is subject to reduced rates

of U.S. federal income tax. Distributions in excess of our current and accumulated earnings and profits would be treated first as a return of capital to the extent of the shareholder's tax basis, and any remaining distributions would be treated as a capital gain. If we fail to qualify as a RIC, we may be subject to regular corporate tax on any net builtin gains with respect to certain of our assets (i.e., the excess of the aggregate gains, including items of income, over aggregate losses that would have been realized with respect to such assets if we had been liquidated) that we elect to recognize on requalification or when recognized over the next five taxable years.

15.15 The remainder of this discussion assumes that we qualify as a RIC and have satisfied the Annual Distribution Requirement.

Our Investments—General

15.16 Certain of our investment practices may be subject to special and complex U.S. federal income tax provisions that may, among other things, (1) treat distributions that would otherwise constitute qualified dividend income as non-qualified dividend income, (2) treat distributions that would otherwise be eligible for the corporate dividends received deduction as ineligible for such treatment, (3) disallow, suspend or otherwise limit the allowance of certain losses or deductions, (4) convert lower-taxed long-term capital gain into higher-taxed short-term capital gain or ordinary income, (5) convert an ordinary loss or a deduction into a capital loss (the deductibility of which is more limited), (6) cause us to recognize income or gain without receipt of a corresponding cash payment, (7) adversely affect the time as to when a purchase or sale of stock or securities is deemed to occur, (8) adversely alter the characterization of certain complex financial transactions and (9) produce income that will not be qualifying income for purposes of the 90% Income Test. We intend to monitor our transactions and may make certain tax elections to mitigate the potential adverse effect of these provisions, but there can be no assurance that we will be eligible for any such tax elections or that any adverse effects of these provisions will be mitigated.
15.17 A portfolio company in which we invest may face financial difficulties that require us to work-out, modify or otherwise restructure our investment in the portfolio company. Any such transaction could, depending upon the specific terms of the transaction, result in unusable capital losses or future non-cash income. Any such transaction could also result in our receiving assets that give rise to non-qualifying income for purposes of the 90% Income Test or otherwise would not count toward satisfying the Diversification Tests.
15.18 Our investment in non-U.S. securities may be subject to non-U.S. income, withholding and other taxes. In that case, our yield on those securities would be decreased.

Shareholders generally will not be entitled to claim a U.S. foreign tax credit or deduction with respect to non-U.S. taxes paid by us.

15.19 If we purchase shares in a "passive foreign investment company" ("PFIC"), we may be subject to U.S. federal income tax on a portion of any "excess distribution" received on, or any gain from the disposition of, such shares even if we distribute such income as a taxable distribution to our shareholders. Additional charges in the nature of interest generally will be imposed on us in respect of deferred taxes arising from any such excess distribution or gain. If we invest in a PFIC and elect to treat the PFIC as a "qualified electing fund" under the Code ("QEF"), in lieu of the foregoing requirements, we will be required to include in income each year our proportionate share of the ordinary earnings and net capital gain of the QEF, even if such income is not distributed by the QEF. Alternatively, we may be able to elect to mark-to-market at the end of each taxable year our shares in a PFIC; in this case, we will recognize as ordinary income any increase in the value of such shares, and as ordinary loss any decrease in such value to the extent that any such decrease does not exceed prior increases included in our income. Our ability to make either election will depend on factors beyond our control and is subject to restrictions which may limit the availability of the benefit of these elections. Under either election, we may be required to recognize in a year income in excess of any distributions we receive from PFICs and any proceeds from dispositions of PFIC stock during that year, and such income will nevertheless be subject to the Annual Distribution Requirement and will be taken into account for purposes of determining whether we satisfy the Excise Tax Avoidance Requirement. See "--Taxation as a RIC" above.
15.20 Under Section 988 of the Code, gains or losses attributable to fluctuations in exchange rates between the time we accrue income, expenses or other liabilities denominated in a foreign currency and the time we actually collect such income or pay such expenses or liabilities are generally treated as ordinary income or loss. Similarly, gains or losses on foreign currency forward contracts and the disposition of debt obligations denominated in a foreign currency, to the extent attributable to fluctuations in exchange rates between the acquisition and disposition dates, are also treated as ordinary income or loss.

Taxation of Non-U.S. Shareholders

15.21 The following discussion applies only to non-U.S. shareholders. Whether an investment in shares of our Common Stock is appropriate for a non-U.S. shareholder will depend upon that shareholder's particular circumstances. An investment in shares of our Common Stock by a non-U.S. shareholder may have adverse tax consequences to such

non-U.S. shareholder. Non-U.S. shareholders should consult their own tax advisers before investing in our Common Stock.

Distributions; Dispositions

15.22 Subject to the discussion below, distributions of our "investment company taxable income" to non-U.S. shareholders will be subject to withholding of U.S. federal tax at a 30% rate (or lower rate provided by an applicable treaty) to the extent of our current and accumulated earnings and profits unless the distributions are effectively connected with a U.S. trade or business of the non-U.S. shareholder, in which case the distributions will generally be subject to U.S. federal income tax at the rates applicable to U.S. persons and we will not be required to withhold U.S. federal tax if the non-U.S. shareholder complies with applicable certification and disclosure requirements. Special certification requirements apply to a non-U.S. shareholder that is a foreign partnership or a foreign trust, and such entities are urged to consult their own tax advisors.
15.23 Certain properly reported distributions received by a non-U.S. shareholder generally are exempt from U.S. federal withholding tax when they (1) are paid in respect of our "qualified net interest income" (generally, our U.S. source interest income, other than certain contingent interest and interest from obligations of a corporation or partnership in which we are at least a 10% shareholder, reduced by expenses that are allocable to such income), or (2) are paid in connection with our "qualified short-term capital gains" (generally, the excess of our net short-term capital gain over our long-term capital loss for a tax year), in each case provided we report them as such and certain other requirements are satisfied. Nevertheless, it should be noted that in the case of shares of our Common Stock held through an intermediary, the intermediary may withhold U.S. federal income tax even if we report a payment as an interest-related dividend or shortterm capital gain dividend. Moreover, depending on the circumstances, we may report all, some or none of our potentially eligible dividends as derived from such qualified net interest income or as qualified short-term capital gains, or treat such dividends, in whole or in part, as ineligible for this exemption from withholding. To qualify for this exemption from withholding, a non-U.S. shareholder must comply with applicable certification requirements relating to its non-U.S. tax residency status (including, in general, furnishing an IRS Form W-8BEN, IRS Form W-8BEN-E, IRS Form W-8ECI, IRS Form W-8IMY or IRS Form W-8EXP, or an acceptable substitute or successor form). Non-U.S. source interest income is not eligible for exemption from U.S. federal withholding tax, and distributions of non-U.S. source income will be subject to the 30% U.S. withholding tax unless reduced by an applicable tax treaty.
15.24 Actual or deemed distributions of our net capital gains to a non-U.S. shareholder (other than any net capital gains recognized on the disposition of U.S. real property interests), and gains recognized by a non-U.S. shareholder upon the sale of shares of our common stock, will not be subject to federal withholding tax and generally will not be subject to U.S. federal income tax unless the distributions or gains, as the case may be, are effectively connected with a U.S. trade or business of the non-U.S. shareholder and, if an income tax treaty applies, are attributable to a permanent establishment maintained by the non-U.S. shareholder in the United States or, in the case of an individual non-U.S. shareholder, the shareholder is present in the United States for 183 days or more during the year of the sale or capital gain dividend and certain other conditions are met.
15.25 If we distribute our net capital gains in the form of deemed rather than actual distributions (which we may do in the future), a non-U.S. shareholder will be entitled to a U.S. federal income tax credit or tax refund equal to the shareholder's allocable share of the tax we pay on the capital gains deemed to have been distributed. In order to obtain the refund, the non-U.S. shareholder must obtain a U.S. taxpayer identification number and file a U.S. federal income tax return even if the non-U.S. shareholder would not otherwise be required to obtain a U.S. taxpayer identification number or file a U.S. federal income tax return. For a corporate non-U.S. shareholder, distributions (both actual and deemed), and gains realized upon the sale of shares of our Common Stock that are effectively connected with a U.S. trade or business may, under certain circumstances, be subject to an additional "branch profits tax" at a 30% rate (or at a lower rate if provided for by an applicable treaty).
15.26 A non-U.S. shareholder who is a non-resident alien individual, and who is otherwise subject to withholding of U.S. federal income tax, may be subject to information reporting and backup withholding of U.S. federal income tax on dividends unless the non-U.S. shareholder provides us or the dividend paying agent with a U.S. nonresident withholding tax certification (e.g., an IRS Form W-8BEN, IRS Form W-8BEN-E, or an acceptable substitute form) or otherwise meets documentary evidence requirements for establishing that it is a non-U.S. shareholder or otherwise establishes an exemption from backup withholding.

Withholding on Distributions to Israeli Investors

15.27 Distributions paid by us to Israeli shareholders that are not effectively connected with the Israeli shareholder's conduct of a trade or business within the U.S. would be exempt from U.S. federal withholding tax to the extent that the distributions are properly reported by us as "interest-related dividends" or "short-term capital gain dividends". The portion of distributions that is not exempt is generally subject to U.S. federal withholding tax at 30%. Such withholding tax can be reduced (generally to 25%) under the tax treaty between Israel and the United States provided (i) the shareholder is an Israeli resident, as defined in the tax treaty, (ii) the shareholder has provided the appropriate IRS forms, such as Form W-8BEN, and (iii) certain other requirements are satisfied.

15.28 The determination of the tax attributes of the Company's distributions is made annually as of the end of our tax year based upon our taxable income for the full year and distributions paid for the tax year. The tax characteristics of distributions to shareholders, including the percentage and amount of the dividend that is exempt from U.S. federal taxation and the applicable withholding rate, will be reported to shareholders annually on Form 1099-DIV (or in such manner as determined appropriate by us) and published in the annual consolidated financial statements. Although a final determination for tax reporting purposes is made annually, the specific tax characteristics of the Company's distributions are disclosed to shareholders for informational purposes quarterly on the Company's website at www.cionbdc.com. (The content of the website is not incorporated herein by reference.) For the year ended December 31, 2021, all of our distributions were characterized as ordinary income. No assurance is made regarding the character of our distributions for subsequent tax years.

Withholding and Information Reporting on Foreign Financial Accounts

15.29 Under the Foreign Account Tax Compliance Act rules of the Code and applicable Treasury regulations (collectively referred to as "FATCA"), the applicable withholding agent generally will be required to withhold 30% of (a) any dividends on our Common Stock or preferred stock and (b) the gross proceeds from a sale or other disposition of our Common Stock or preferred stock, in each case, paid to (i) a non-U.S. financial institution (whether such financial institution is the beneficial owner or an intermediary) unless such non-U.S. financial institution agrees to verify, report and disclose its U.S. accountholders and meets certain other specified requirements or (ii) a non-financial non-U.S. entity (whether such entity is the beneficial owner or an intermediary) unless such entity certifies that it does not have any substantial U.S. owners or provides the name, address and taxpayer identification number of each substantial U.S. owner and such entity meets certain other specified requirements. Proposed Treasury regulations that may be relied on pending finalization provide that FATCA withholding on gross proceeds will be eliminated and, consequently, this withholding tax on gross proceeds is not currently expected to apply. An intergovernmental agreement between the United States and an applicable foreign country, or future Treasury regulations or other guidance, may modify these requirements. If payment of this withholding tax is made, non-U.S. shareholders that are otherwise eligible for an exemption from, or a reduction in, withholding of U.S. federal income taxes with respect to such dividends or proceeds will be required to seek a credit or refund from the IRS to obtain the benefit of such exemption or reduction. We will not pay any additional amounts in respect of any amounts withheld.

15.30 Non-U.S. shareholders should consult their own tax advisers with respect to the U.S. federal income and withholding tax consequences, and state, local and non-U.S. tax consequences, of an investment in shares of our Common Stock.

16. Israeli Taxation in Connection with the Common Stock:

16.1 The following discussion is a general summary of the material Israeli income tax considerations applicable to the Company and to an investment in shares of the Common Stock. This summary does not purport to be a complete description of the income tax considerations applicable to such an investment. For example, we have not described certain considerations that may be relevant to certain types of holders subject to special treatment under Israeli tax laws. In addition, this discussion does not address the Israeli income or other tax considerations applicable to non-Israeli investors. The discussion is based upon the Israeli laws, regulations and administrative and judicial interpretations, each as of the date of this document and all of which are subject to change, possibly retroactively, which could affect the continuing validity of this discussion. We have not sought and will not seek any ruling from the Israel Tax Authority (the "ITA") regarding the listing of the Common Stock on the TASE or any offering of our securities, and no assurance can be given that the ITA would not assert, or that a court would not sustain, a position contrary to any of the tax consequences described below.

Investors should consult their own tax advisors regarding the particular tax consequences to them of an investment in the Company.

Taxation of Dividends

16.2 Under the Israeli Tax Ordinance [New Version], 5721-1961 (the "Ordinance"), Israeli resident individuals who receive dividends deriving from shares held in a company are generally subject to tax in Israel at a rate of twenty-five percent (25%), except that for individuals who are "significant shareholders" of the company at the time of distribution or at any time during the preceding twelve month period, the applicable tax rate is thirty percent (30%). Israeli resident companies that receive dividends from foreign sources are generally subject to corporate tax (23% in 2022), and in the case of mutual funds shall be liable in accordance with the tax rates applicable to individuals. Exempt mutual funds, provident funds and entities exempt from tax under Section 9(2) of the Ordinance, are exempt from tax on dividends, provided that such income does not constitute "business"

or "occupation" income. However, it should be noted that a foreign resident who receives distributions deriving from foreign sources is not subject to Israeli tax.

16.3 Generally, Israeli tax rates are subject to the receipt of a credit in respect of the tax duly deducted in the United States in respect of dividends in accordance with the provisions of the Israel-US Tax Treaty and the provisions of the Ordinance. In accordance with the Income Tax Regulations (Withholding from Interest, Dividends and Certain Profits), 5766-2005 (the "Withholding Regulations"), the tax rate at which tax is to be withheld at source²⁴ on dividends to individuals in respect of their shareholdings in a company, including distributions to significant shareholders²⁵ whose shares are registered and are held by the registration company, is 25%. With respect to an individual who is a significant shareholder and whose shares are neither registered nor held by the registration company, tax is to be withheld at source from income deriving from such dividends at a rate of 30%.
16.4 To the extent a dividend is paid by a foreign resident, in accordance with the Withholding Regulations, the recipient of such dividend from the foreign resident on account of or for the benefit of an Israeli resident shall withhold tax at a rate of 25% if the shareholder is an individual and at the corporate tax rate if the shareholder is a company.
16.5 Investors should consult their own tax advisors with respect to the U.S. federal, state and local and Israeli tax consequences of an investment in the Common Stock. Tax consequences, including type of income and/or tax rates and/or offsets of foreign tax, may change from time to time based on changes in applicable legislation, positions of the applicable taxing authority and judicial decisions. As the Company is one of the first RICs to be listed on the TASE, there is no certainty regarding the position of the Israeli Tax Authority on these topics.

Dispositions of Shares of Common Stock

16.6 In accordance with Section 91 of the Ordinance, a Real Capital Gain on the sale of securities by an individual who is an Israeli resident is subject to tax at the individual's marginal tax rate under Section 121 of the Ordinance, but at a rate that does not exceed twenty five percent (25%), and the capital gains rate will be deemed to be in the highest bracket of such individual's taxable income. The foregoing does not include the sale of securities by an individual who is a "Substantial Shareholder" of the Company, i.e., one

²⁴ As of January 1, 2013, withholding tax on a dividend paid by a corporate entity that is an Israeli resident and whose shares are listed for trading on the TASE due to shares held by a registration company, shall be administered through a financial institution.

²⁵ At the time of receipt of the dividend or at any other time during the 12 months period preceding payment.

who holds, directly or indirectly, alone or jointly with another, at least ten percent (10%) of one or more types of means of control (as defined in Section 88 of the Ordinance) of the Company on the date of the sale of the securities or at any time during the 12 months prior to such sale, for whom the tax rate on a Real Capital Gain will be a maximum of thirty percent (30%). Furthermore, where an individual claimed real interest expenses and linkage differences on securities, the capital gain on the sale of the securities will be liable to tax at a rate of thirty percent (30%), until the determination of guidelines and conditions for the deduction of real interest expenses under Sections 101A(a)(9) and 101A(b) of the Ordinance. The foregoing reduced tax rate will not apply to an individual whose income from the sale of the securities is considered income from a "business" or "vocation" in accordance with the provisions of Section 2(1) of the Ordinance since in that case, the marginal tax rate under Section 121 of the Ordinance would apply. Specifically regarding an individual, when calculating the capital gains earned from the sale of a securitiy whose value is linked to a foreign currency, the conversion rate is used as an index for calculating inflation.

16.7 A company will be liable to tax on Real Capital Gains on the sale of securities at the corporate tax rate prescribed in Section 126(a) of the Ordinance (for the year 2022, 23%).
16.8 Exempt mutual funds, provident funds and tax exempt entities under Section 9(2) of the Ordinance are exempt from tax on capital gains from the sale of securities. The income of a taxable mutual fund from the sale of securities is subject to the tax rate applying to the income of an individual that does not constitute income from a "business" or "vocation," unless explicitly determined otherwise. In the absence of a special tax rate for the income, the income will be liable to tax at the tax rate set forth in Section 121 of the Ordinance.
16.9 Generally, a foreign resident owes tax on his profits in Israel, only on profits generated or produced in Israel. According to the terms of the Ordinance, the foreign resident is exempt from tax on capital gains arising from the sale of securities listed on the TASE, provided that the capital gains are not from the foreign resident's permanent establishment in Israel and the foreign resident is not held by Israeli residents (in accordance with Section 68A of the Ordinance). In the event that the aforemententioned exemption is not available, the terms of the tax treaty, if any, between Israel and the country in which the foreign resident resides may apply.
16.10 Losses during a tax year that are derived from the sale of securities offered in that tax year and which, had they been capital gains, would have been subject to tax to be paid by the recipient, can be offset against capital gains or real estate appreciation, including gains

from the sales of securities, whether publicly traded or not, and whether Israeli or foreign, as well as against interest and dividends paid in respect of those securities or paid for other securities (on condition that the tax rate which is applicable to such interest or dividend is not greater than the corporate tax rate for a company and is not greater than the tax rate established in Sections 125B(1) and 125C(b) of the Ordinance for an individual (a tax rate of 25%)). Offsetting of losses will be executed by an offset of a capital loss against capital gains or dividend or interest income, as discussed.

16.11 In accordance with the Income Tax Regulations (Withholding from Consideration, Payment or Capital Gains in the Sale of Securities, in a Sale of a Mutual Fund Unit or in a Future Transaction), 5763-2002 (the "Capital Gains Withholding Regulations"), when calculating the capital gains for the purposes of withholding tax at the source arising from the sale of publicly traded securities, mutual fund units and future transactions ("Tradable Securities"), the one who is required to withhold the tax²⁶ will offset the capital losses which were created by the sale of the Tradable Securities under its management, provided that the gains were created in the same tax year as the loss, whether before or after the generation of the loss.
16.12 In a sale of shares by a corporation, the amount of the capital loss will be reduced by any dividends received in respect of such shares over the 24 months prior to the sale of the shares, except for dividends upon which taxes were paid in Israel at a rate of fifteen percent (15%) or more, but not more than the total amount of the loss.
16.13 If the securities are not listed the TASE, the tax that will be withheld at the time of their sale (after the delisting) will be thirty percent (30%) of the proceeds, unless a certificate from the tax assessor is presented which sets forth a different rate of withholding tax at the source (including a complete exemption from withholding tax at the source).
16.14 The provisions of the Capital Gains Withholding Regulations do not apply to a financial institution that pays consideration or another form of payment for exempted capital gains to a seller who is a foreign resident, if the foreign resident presented the financial institution with an affidavit on Form 2402 within 14 days of the opening the account and continues to do so once every three years (if the foreign resident or its representative was in Israel), stating that it is a foreign resident and that it is entitled to an exemption.
16.15 In general, a foreign resident (an individual or company) is exempt from taxes on capital gains arising from the sale of securities listed on the TASE, provided that the capital gains

²⁶ Commencing January 1, 2013, the tax on dividends paid by a TASE-listed Israeli resident corporation in respect of the shares held by the nominee company are withheld at source by the financial institutions (i.e., TASE members). This would not apply to shares of registered shareholders.

are not from the foreign resid'nt's permanent establishment in Israel and the foreign resident is not held by Israeli residents (in accordance with Section 68A of the Ordinance). In the event that the aforemententioned exemption is not available, the terms of the tax treaty (if any) between Israel and the country in which the foreign resident resides may apply. Additionally, no tax will be withheld at the source by a banking corporation or TASE member for a foreign resident upon certain conditions.

Surtax on High Income

16.16 In accordance with Section 121B of the Ordinance, an individual whose taxable income in the 2022 tax year is greater than NIS 663,240 (which amount is adjusted annually in accordance with the consumer price index) will be liable for the portion of his tax that exceeds such amount at an additional rate of 3%. The provisions of this section apply, inter alia, to capital gains from securities (excluding the inflationary capital gain component) and income from dividends.

Withholding Tax

16.17 The TASE members will be responsible for withholding tax at the source with respect to shares of the Company held through them. For the purposes of the provisions of withholding tax only, in order to facilitate operational efficiency with respect to withholding tax at the source, the distributions described in Section 16.4.3 will be classified as income from dividends.
16.18 The TASE members will withhold tax at source in accordance with the Income Tax Regulations (Withholding from Interest, Dividend, and Certain Profit), 5766-2005 as income from dividends, regardless of the classification of the income set forth above. Israeli withholding tax will be taken from the gross amount of the distribution, before deduction of the U.S. tax withheld, if any.
16.19 At the time of withholding taxes from the dividend proceeds, as discussed above, TASE members will disregard any tax withheld in the United States and shall not credit the holder for it. TASE members will record any tax withheld in the United States on Form 867 as a foreign tax that is not permitted for credit.
16.20 In light of the above, regarding individuals, there may be certain situations in which the aggregate tax withholding rate (i.e., U.S. withholding tax in addition to Israeli withholding tax) may reach 50% of the distributions.
16.21 Upon the sale of shares of the Company, tax will be withheld at source from Capital Gains in accordance with the Income Tax Regulations (Deduction from Consideration, Payment

or Capital Gains upon the Sale of Securities, in the Sale of a Unit in a Trust Fund or in a Future Transaction), 5763-2002.

16.22 It is clarified that the shareholders of the Company will be exempt from submitting a filing in the event that they are exempt from submitting a filing in accordance with the Income Tax Regulations (Exemption from Filing a Report), 5748-1988 and if the withholding of tax as stated in Sections 16.5 is at least the entire tax required to be withheld based on the Tax Ruling, or in case the income is classified as stated in Section 16.4.3, including in the event that tax is withheld at source based on the Tax Ruling regarding income as stated in Section 16.4.3 above.
16.23 A shareholder who submits a tax refund request to the Tax Authority, in which he reports and attaches documents regarding income from distributions of the Company based on the classifications as stated in Section 16.4.3, and where tax was withheld in the United States, will be permitted to be credited for tax on the income based on the terms of Sections 16.4.7 and 16.8, and based on the source from which it is distributed.

Foreign Tax Credit

16.24 A credit in Israel for tax withheld in the United States for a shareholder will be subject to the provisions of Sections 199 to 210 of the Ordinance .
16.25 In principle, the credit from tax should be provided if the classification of the income in Israel and the classification of the income abroad are identical, i.e., provided that a shareholder classified the income for Israeli tax purposes in accordance with the source of income from which it was distributed - all subject to the provisions of the law in Israel .
16.26 The credit limit in the calculation of foreign taxes that can be recognized in Israel will be the lower of the tax rate set forth (i) by domestic law or (ii) in a treaty for prevention of double taxation, if acting in accordance therewith, but in any case no more than the amount of foreign taxes actually paid .
16.27 In this section, "foreign taxes actually paid" shall mean foreign taxes paid that will not be refunded to the payer from the foreign country (the United States) in any manner.

17. Dividends

Dividend Policy

17.1 The Company's current policy is, subject to the legal availability of funds, to pay quarterly dividends on the Common Stock. Distributions are evaluated by management and the board of directors based on circumstances and expectations existing at the time of consideration.
17.2 For the quarter ended September 30, 2022, the Company paid a regular quarterly distribution totaling \$17.6 million, or \$0.31 per share, which was an increase of \$0.03 per share, or 10.7%, from the \$0.28 per share regular distribution paid for the second quarter.
17.3 For the quarter ended December 31, 2022, the Company paid a regular quarterly distribution totaling \$17.1 million, or \$0.31 per share.
17.4 On December 19, 2022, the Company announced a special year-end distribution in the amount of \$0.27 per share, which was paid on January 31, 2023 to shareholders of record at the close of business on December 30, 2022.
17.5 There are a number of factors that could affect the payment of dividends in the future, as a result of which shareholders may not receive dividends in the amounts paid in past or at all.

Dividend Reinvestment Plan

17.6 We adopted an "opt out" distribution reinvestment plan administered by SS&C Technologies, Inc. (f/k/a DST Systems, Inc.) and its affiliates (the "Plan Administrator"), with respect to the reinvestment of cash distributions declared by our board of directors (or by our co-chief executive officers and ratified by our board of directors) in shares of our Common Stock. Under the plan, U.S. shareholders must affirmatively opt out in the manner detailed below if they do not wish to participate in the distribution reinvestment plan.

17.7 However, shareholders who hold their shares through TASE-CH members are not entitled to participate in the dividend reinvestment plan and will be paid in cash only.

17.8 With respect to each distribution subject to the distribution reinvestment plan, our board of directors reserves the right, subject to the provisions of the 1940 Act, to either issue new shares of Common Stock or to make open market purchases of shares of Common Stock for the accounts of plan participants. We intend to use primarily newly issued shares of our Common Stock to implement the distribution reinvestment plan, so long as such shares are trading at or above NAV. If the shares of Common Stock are trading below NAV, we intend to cause the Plan Administrator or its designee, to the extent permitted by law and after taking into account any additional expenses related to open market purchases, to purchase shares of Common Stock in the open market in connection with the implementation of the distribution reinvestment plan. However, we reserve the right to issue new shares of Common Stock in connection with our obligations under the distribution reinvestment plan even if such shares are trading below NAV.

1. Section 39A of the Securities Law: The Company agrees that in the event that its Common Stock is delisted from the NYSE and is thereby listed only on the TASE, certain provisions of the Companies Law will apply to the Company, as set forth in Section 39A of the Securities Law.
1. TASE Approval: The TASE has approved the listing of the outstanding Common Stock and the shares of Common Stock issuable from time to time in the future that are set forth in the first paragraph of this Listing Document. The aforesaid approval of the TASE shall not be deemed as confirmation of any of the details set forth in this Listing Document or of their completeness, and such approval shall not constitute an expression of opinion on the Company or the quality of the securities listed pursuant to this Listing Document.

Part Two - Exhibits

The SEC filings listed below (and the exhibits to such filings, if any) are linked by active hyperlinks to such documents on the SEC's website. Such documents are incorporated herein by reference and deemed to be filed herewith. Beneficial ownership reports filed with the SEC by officers, directors and shareholders of the Company pursuant to the Exchange Act are listed separately. The Company does not take responsibility for the content of such beneficial ownership reports.

	Description	Date Filed
1.	Registration Statement on Form N-2	February 1, 2022
2.	Current Report on Form 8-K	February 10, 2022
3.	Application for Exemption and other Relief Filed under the Investment Company Act of 1940 – Amendment No. 11	February 18, 2022
4.	Annual Report on Form 10-K	March 10, 2022
5.	Current Report on Form 8-K	March 10, 2022
6.	Current Report on Form 8-K	March 29, 2022
7.	Current Report on Form 8-K	April 18, 2022
8.	Current Report on Form 8-K	April 27, 2022
9.	Quarterly Report on Form 10-Q	May 12, 2022
10.	Current Report on Form 8-K	May 12, 2022
11.	Preliminary Proxy Statement on Schedule 14A	May 16, 2022
12.	Application for Exemption and other Relief Filed under the Investment Company Act of 1940 – Amendment No. 12	May 19, 2022
13.	Definitive Proxy Statement on Schedule 14A	June 1, 2022
14.	Current Report on Form 8-K	June 1, 2022
15.	Additional Definitive Materials on Schedule 14A	June 15, 2022
16.	Additional Definitive Materials on Schedule 14A	June 15, 2022
17.	Current Report on Form 8-K	June 27, 2022

18.	Application for Exemption and other Relief Filed under the Investment Company Act of 1940 – Amendment No. 13	July 13, 2022
19.	Current Report on Form 8-K	July 20, 2022
20.	Current Report on Form 8-K	July 29, 2022
21.	Quarterly Report on Form 10-Q	August 11, 2022
22.	Current Report on Form 8-K	August 11, 2022
23.	Fidelity Bond	August 16, 2022
24.	40-APP Order	September 8, 2022
25.	40-APP Notice	September 8, 2022
26.	Current Report on Form 8-K	September 19, 2022
27.	Current Report on Form 8-K	October 17, 2022
28.	Quarterly Report on Form 10-Q	November 10, 2022
29.	Current Report on Form 8-K	November 10, 2022
30.	Current Report on Form 8-K	December 20, 2022
31.	Current Report on Form 8-K	February 6, 2023

Beneficial Ownership Reports (filed by officers, directors and shareholders of the Company)
	Description	Date Filed
1.	Statement of changes in beneficial ownership of securities on Form 4	March 14, 2022
2.	Statement of changes in beneficial ownership of securities on Form 4	May 17, 2022
3.	Statement of changes in beneficial ownership of securities on Form 4	May 19, 2022

4.	Statement of changes in beneficial ownership of securities on Form 4	May 23, 2022
5.	Statement of changes in beneficial ownership of securities on Form 4	May 23, 2022
6.	Statement of changes in beneficial ownership of securities on Form 4	June 1, 2022
7.	Statement of changes in beneficial ownership of securities on Form 4	June 6, 2022
8.	Statement of changes in beneficial ownership of securities on Form 4	August 17, 2022
9.	Statement of changes in beneficial ownership of securities on Form 4	August 17, 2022
10.	Statement of changes in beneficial ownership of securities on Form 4	August 17, 2022
11.	Statement of changes in beneficial ownership of securities on Form 4	August 19, 2022
12.	Statement of changes in beneficial ownership of securities on Form 4	August 23, 2022
13.	Statement of changes in beneficial ownership of securities on Form 4	August 24, 2022
14.	Statement of changes in beneficial ownership of securities on Form 4	September 1, 2022
15.	Statement of changes in beneficial ownership of securities on Form 4	September 1, 2022
16.	Statement of changes in beneficial ownership of securities on Form 4	September 1, 2022
17.	Statement of changes in beneficial ownership of securities on Form 4	September 2, 2022
18.	Statement of changes in beneficial ownership of securities on Form 4	November 22, 2022
19.	Statement of changes in beneficial ownership of securities on Form 4	November 25, 2022
20.	Statement of changes in beneficial ownership of securities on Form 4	December 1, 2022
21.	Statement of changes in beneficial ownership of securities on Form 4	December 2, 2022
22.	Beneficial ownership report on Schedule 13G/A	February 14, 2023

AI Terminal

CION Investment Corporation

6726_rns_2023-02-21_25ed8ffc-a26e-468f-8007-ef89a84327a8.pdf