Priority Income Fund : PRIS Offer to Purchase Q2

Exhibit 99(a)(1)(A)

OFFER TO PURCHASE FOR CASH BY

PRIORITY INCOME FUND, INC.

SHARES OF ITS COMMON STOCK

AT A PURCHASE PRICE EQUAL TO THE COMPANY'S NET ASSET VALUE PER SHARE

AS OF JULY 31, 2024

THE OFFER WILL EXPIRE AT 4:00 PM, EASTERN TIME, ON

JULY 31, 2024, UNLESS THE OFFER IS EXTENDED.

To the Stockholders of Priority Income Fund, Inc.:

Priority Income Fund, Inc., an externally managed, non-diversified,closed-end management investment company incorporated in Maryland (the "Company," "our," "we," or "us"), is offering to purchase up to 1,347,196 shares of its issued and outstanding common stock, par value $0.01 per share (the "Shares"), which amount represents 2.5% of the number of shares outstanding at the close of business on the last day of the prior fiscal year ended June 30, 2023. As of June 21, 2024, there were 59,558,727 Shares issued and outstanding. The purpose of this Offer (as defined below) is to provide stockholders with liquidity because there is otherwise no public market for the Shares. The Offer is made upon the terms and subject to the conditions set forth in this Offer to Purchase and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Offer"). The Offer is for cash at a price equal to the net asset value per Share ("NAV per Share") as of July 31, 2024 (the "Purchase Price"). As an example, the NAV per Share on May 31, 2024, was $11.03 per Share. The Purchase Price may be higher or lower than this amount.

THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO OTHER CONDITIONS. SEE SECTIONS 1 AND 3 BELOW.

IMPORTANT INFORMATION

Stockholders who desire to tender their Shares should either: (1) properly complete and sign the Letter of Transmittal, provide thereon the original of any required signature guarantee(s) and mail or deliver it and any other documents required by the Letter of Transmittal; or (2) request their broker, dealer, commercial bank, trust company or other nominee to effect the transaction on their behalf. Stockholders who desire to tender Shares registered in the name of such a firm must contact that firm to effect a tender on their behalf. Tendering stockholders will not be obligated to pay brokerage commissions in connection with their tender of Shares, but they may be charged a fee by such a firm for processing the tender(s). The Company reserves the absolute right to reject tenders determined not to be in appropriate form.

IF YOU DO NOT WISH TO TENDER YOUR SHARES, YOU NEED NOT TAKE ANY ACTION.

NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS (THE "BOARD") NOR PRIORITY SENIOR SECURED INCOME MANAGEMENT, LLC (THE "ADVISER") MAKES ANY RECOMMENDATION TO ANY STOCKHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF THE COMPANY, THE BOARD OR THE ADVISER AS TO WHETHER STOCKHOLDERS SHOULD TENDER OR REFRAIN FROM TENDERING SHARES PURSUANT TO THE OFFER OR TO MAKE ANY REPRESENTATION OR TO GIVE ANY INFORMATION IN CONNECTION WITH THE OFFER OTHER THAN AS CONTAINED HEREIN OR IN THE ACCOMPANYING LETTER OF TRANSMITTAL. IF MADE OR GIVEN, ANY SUCH RECOMMENDATION, REPRESENTATION OR INFORMATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, THE BOARD OR THE ADVISER. STOCKHOLDERS ARE URGED TO EVALUATE CAREFULLY ALL INFORMATION IN THE OFFER, CONSULT THEIR OWN INVESTMENT AND TAX ADVISERS AND MAKE THEIR OWN DECISIONS WHETHER TO TENDER OR REFRAIN FROM TENDERING THEIR SHARES.

Neither the U.S. Securities and Exchange Commission nor any state securities commission nor any other regulatory authority has approved or disapproved of these transactions or determined if the information contained herein is truthful or complete. Any representation to the contrary is a criminal offense.

_________________________________________

The date of this Offer to Purchase is June 21, 2024.

The Offer does not constitute an offer to buy or the solicitation of an offer to sell securities in any circumstance or jurisdiction in which such offer or solicitation is unlawful. The delivery of the Offer materials shall not under any circumstances create any implication that the information contained therein is current as of any time subsequent to the date of such information.

SUMMARY TERM SHEET

(Section references are to this Offer to Purchase)

This Summary Term Sheet highlights the material information concerning this Offer. For a more complete discussion of the terms and conditions of the Offer, you should read carefully the entire Offer to Purchase and the related Letter of Transmittal.

What is the Offer?

• We are offering to purchase up to 1,347,196 shares of the Company's issued and outstanding common stock, par value $0.01 per share (the "Shares"), which amount represents 2.5% of the number of shares outstanding at the close of business on the last day of the prior fiscal year ended June 30, 2023. As of June 21, 2024, there were 59,558,727 Shares issued and outstanding. The Offer is made upon the terms and subject to the conditions set forth in this Offer to Purchase and the related Letter of Transmittal. The Offer is for cash at a price equal to NAV per Share as of July 31, 2024. As an example, the NAV per Share on May 31, 2024, was $11.03 per Share. The Purchase Price may be higher or lower than this amount.

Why is the Company making the tender offer?

• The Offer is designed to provide a measure of liquidity to our stockholders since there is no current public market. Pursuant to our prospectus dated October 27, 2023, as amended or supplemented (the "Prospectus"), we indicated that, on a quarterly basis, we intend to offer to repurchase shares on terms as may be determined by the Board. See Section 2 below.

When will the Offer expire, and may the Offer be extended?

• The Offer will expire at 4:00 PM, Eastern Time, on July 31, 2024, unless extended. We may extend the period of time the Offer will be open by issuing a press release or making some other public announcement by no later than 9:00 A.M. eastern time, on the next business day after the Offer otherwise would have expired. See Section 14 below.

What is the most recent NAV per Share?

• On May 31, 2024, the NAV per Share was $11.03.

Are there conditions to the Offer?

• Yes. We are offering to repurchase a maximum of 1,347,196 Shares. However, you may request that we repurchase all of the shares of our common stock that you own. To the extent that the number of shares of our common stock submitted to us for repurchase exceeds the number of shares that we are able to purchase, we will repurchase shares on a pro rata basis, subject to "odd lot" priority, from among the requests for repurchase received by us, not on a first-come, first- served basis. Further, we will have no obligation to repurchase shares if the repurchase would violate the restrictions on distributions under federal law or Maryland law, which prohibit distributions that would cause a corporation to fail to meet statutory tests of solvency. The Board has the right to suspend or terminate the share repurchase program to the extent that it determines that it is in our best interest to do so. See Section 3 below for a more complete description of the conditions to the Offer.

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How do I tender my Shares?

• If you own Shares that are registered in your name, you should obtain the Offer, which consists of the Offer to Purchase, the related Letter of Transmittal and any amendments or supplements thereto. Once you receive these materials, you should read them, and if you should decide to tender, complete a Letter of Transmittal and submit any other documents required by the Letter of Transmittal. These materials must be received by us at the address listed on page vi, in proper form, before 4:00 PM, Eastern Time, on July 31, 2024 (unless the Offer is extended by us, in which case the new deadline will be as stated in the public announcement of the extension). If your Shares are held by a broker, dealer, commercial bank, trust company or other nominee (e.g., in "street name"), you should contact that firm to obtain the package of information necessary to make your decision, and you can only tender your Shares by directing that firm to complete, compile and deliver the necessary documents for submission to the Company by 4:00 PM, Eastern Time, on July 31, 2024 (or if the Offer is extended, the expiration date as extended). See Section 4 below.

May I tender only a portion of the Shares that I hold?

• Yes. You do not have to tender all or any minimum amount of the Shares that you own to participate in the Offer. However, to qualify for the priority in case of proration, an Odd Lot Holder must tender all Shares owned by any such Odd Lot Holder.

Is there any cost to tender?

• There is no cost charged by us in connection with this Offer. Your broker, dealer, commercial bank, trust company or other nominee may charge you fees according to its individual policies. See the Letter of Transmittal.

May I withdraw my Shares after I have tendered them and, if so, by when?

• Yes, you may withdraw your Shares at any time prior to the expiration of the Offer (including any extension period) by submitting a Notice of Tender Cancellation to us at the address listed on page 3. In addition, you may withdraw your tendered Shares any time after August 26, 2024 (which is 40 business days after the commencement of the Offer), if they have not been accepted for payment by that date. See Section 5 below.

How do I withdraw tendered Shares?

• A Notice of Tender Cancellation of tendered Shares must be timely received by us, which specifies the name of the stockholder who tendered the Shares, the number of Shares being withdrawn and other information. See Section 5 below and the Form of Notice of Tender Cancellation which accompanies this Offer as Exhibit 99(a)(1)(C).

May I place any conditions on my tender of Shares?

• No.

Is there a limit on the number of Shares I may tender?

• No. However, we are limiting the aggregate number of Shares to be repurchased from all stockholders to 1,347,196 Shares. The price to be paid for the Shares in cash pursuant to this Offer will be the net asset value per Share as of July 31, 2024.

What if more than the amount of Shares offered for repurchase are tendered (and not timely withdrawn)?

• We will purchase duly tendered Shares from tendering stockholders pursuant to the terms and conditions of the Offer on a pro rata basis, subject to "odd lot" priority, in accordance with the number of Shares tendered by each stockholder (and not timely withdrawn). Any shares not purchased during the tender offer period will need to be re-submitted for repurchase in subsequent offers at the subsequent per-share price.

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If I own fewer than 100 Shares and I tender all of my Shares, will I be subject to proration?

• If you own, beneficially or of record, fewer than 100 Shares in the aggregate, you properly tender all of these Shares and do not properly withdraw them before the Expiration Date, and you check the "Full Odd Lot Redemption (100 shares or less)" box in the Letter of Transmittal, we will purchase all of your Shares without subjecting them to the proration procedure, upon the terms and subject to the conditions of the Offer.

If I decide not to tender, how will the Offer affect the Shares I hold?

• If you do not tender your shares, your percentage ownership interest in the Company will increase after completion of the Offer. See Section 10 below.

Does the Company have the financial resources to make payment?

• Yes. See Section 7 below.

If Shares I tender are accepted by the Company, when will payment be made?

• Payment for properly tendered Shares (not timely withdrawn) will be made promptly following expiration of the Offer. See Section 6 below.

Is my sale of Shares in the Offer a taxable transaction?

• For most stockholders, yes. We anticipate that U.S. Stockholders, other than those who are tax-exempt, who sell Shares in the Offer will recognize gain or loss for U.S. federal income tax purposes equal to the difference between the cash they receive for the Shares sold and their adjusted tax basis in the Shares. The sale date for tax purposes will be the date we accept Shares for purchase. See Section 13 below for details, including the nature of the income or loss and the possibility of other tax treatment. Section 13 also discusses the treatment of Non-U.S. Stockholders. Please consult your tax adviser as well.

Is the Company required to complete the Offer and purchase all Shares tendered, assuming the total Shares tendered are less than the total Shares offered?

• Under most circumstances, yes. There are certain circumstances, however, in which we will not be required to purchase any Shares tendered, as described in Section 3 below.

Is there any reason Shares tendered would not be accepted?

• We have reserved the right to reject any and all tenders determined by us not to be in appropriate form. For example, tenders will be rejected if the tender does not include original signature(s) or the original of any required signature guarantee(s).

How will tendered Shares be accepted for payment?

• Properly tendered Shares will be accepted for payment promptly following acceptance by us. See Section 6 below.

What action need I take if I decide not to tender my Shares?

• None.

Does management encourage stockholders to participate in the Offer, and will they participate in the Offer?

• No. Neither we nor our Board nor the Adviser is making any recommendation to tender or not to tender Shares in the Offer. See Section 9 below.

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How do I obtain information?

• Questions and requests for assistance or requests for additional copies of the Offer to Purchase, the Letter of Transmittal and all other Offer documents should be directed to Priority Income Fund, Inc. as follows:

Our website: https://www.priorityincomefund.com/

Telephone:	[phone]
U.S. mail:	Priority Income Fund, Inc.
	10 East 40th Street, 42nd Floor
	New York, New York 10016

If you do not own Shares directly, you should obtain this information and the documents from your broker, dealer, commercial bank, trust company or other nominee, as appropriate. You may also contact your broker, dealer, commercial bank, trust company or nominee for assistance concerning the Offer.

The Letter of Transmittal should be sent to the Company at the following addresses:

Regular Mail	Overnight Mail
Priority Income Fund, Inc.	Priority Income Fund, Inc.
P.O. Box 219768	430 West 7th Street
Kansas City, MO 64121-9768	Kansas City, MO 64105-1407

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	TABLE OF CONTENTS
Section	Page
1.	Purchase Price; Number of Shares; Expiration Date	1
2.	Purpose of the Offer; Plans or Proposals of the Company	2
3.	Certain Conditions of the Offer	3
4.	Procedures for Tendering Shares	3
	a. Proper Tender of Shares and Method of Delivery	4
	b. Determination of Validity	4
	c. United States Federal Income Tax Withholding	4
5.	Withdrawal Rights	5
6.	Payment for Shares	5
7.	Source and Amount of Funds	5
8.	Financial Statements	5
9.	Interest of Directors, Executive Officers and Certain Related Persons; Transactions and Arrangements Concerning the	6
	Shares
10.	Certain Effects of the Offer	7
11.	Certain Information about the Company	7
12.	Additional Information	7
13.	Certain United States Federal Income Tax Consequences	8
	a. U.S. Stockholders	8
	b. Non-U.S. Stockholders	9
14. Amendments; Extension of Tender Period; Termination	10
15.	Forward Looking Statements; Miscellaneous	10

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1. Purchase Price; Number of Shares; Expiration Date.

Priority Income Fund, Inc., an externally managed, non-diversified,closed-end management investment company incorporated in Maryland, is offering to purchase up to 1,347,196 shares of its issued and outstanding common stock, par value $0.01 per share, which amount represents 2.5% of the number of shares outstanding at the close of business on the last day of the prior fiscal year ended June 30, 2023. As of June 21, 2024, there were 59,558,727 Shares issued and outstanding. The purpose of this Offer (as defined below) is to provide stockholders with liquidity because there is otherwise no public market for the Shares. The Offer is made upon the terms and subject to the conditions set forth in this Offer to Purchase and the related Letter of Transmittal. The Purchase Price is for cash at a price equal to NAV per Share as of July 31, 2024. As an example, the NAV per Share on May 31, 2024, was $11.03 per Share. The Purchase Price may be higher or lower than this amount.

If you wish to tender your Shares to be repurchased, you must submit the Letter of Transmittal, which has been mailed to you. If more than the amount of Shares offered for repurchase are duly tendered pursuant to the Offer (and not withdrawn, as provided in Section 5 below), we will repurchase Shares on a pro-rata basis, subject to "odd lot" priority, in accordance with the number of Shares duly tendered by or on behalf of each stockholder (and not so withdrawn). As a result, we may repurchase less than the full amount of Shares that you request to have repurchased.

If the number of Shares submitted to us for repurchase exceeds the number of Shares that we are able to purchase, we will repurchase Shares on a pro rata basis, subject to "odd lot" priority, among the requests for repurchase received by us. The term "odd lots" means all Shares tendered by any person (an "Odd Lot Holder") who owned beneficially or of record an aggregate of fewer than 100 Shares and checks the "Full Odd Lot Redemption (100 shares or less)" box in the Letter of Transmittal. Odd lots will be accepted for payment before any proration of the purchase of other tendered Shares, provided that (a) this priority is not available to partial tenders or to beneficial or record holders of 100 or more Shares in the aggregate, even if these holders have separate accounts or certificates representing fewer than 100 Shares, and (b) to qualify for this priority, an Odd Lot Holder must tender all Shares owned by the Odd Lot Holder in accordance with the procedures described in Section 4. Any Odd Lot Holder wishing to tender all of its Shares pursuant to the Offer should complete the section entitled "Odd Lots" in the Letter of Transmittal.

As of June 21, 2024, there were 59,558,727 shares issued and outstanding, and there were 13,113 holders of record of our Shares. Of these shares, we are offering to repurchase up to 1,347,196 Shares, which would require us to pay $14,859,571.88 in cash at the NAV per Share of $11.03 as of May 31, 2024. Certain of the holders of record are brokers, dealers, commercial banks, trust companies and other institutions that hold Shares in nominee name on behalf of multiple beneficial owners.

The Offer will remain open until 4:00 PM, Eastern Time, on July 31, 2024 (the "Expiration Date"), unless and until we, in our discretion, extend the period of time during which the Offer will remain open. If we extend the period of time during which the Offer remains open, the term "Expiration Date" will refer to the latest time and date at which the Offer expires. See Section 14 below for a description of our rights to extend, delay, terminate and/or amend the Offer.

We will publish a notice to all stockholders if we decide to extend, terminate, supplement or amend the terms of the Offer. If the Offer is scheduled to expire within ten (10) business days from the date we notify you of a significant amendment to the Offer, we also will extend the Offer, if necessary, to ensure that the Offer remains open for at least five

1. business days after the date we publish notice of the amendment. To the extent the methodology by which we determine the price at which Shares will be repurchased changes following the date tender offer materials were provided to you, we will extend the Offer by at least ten (10) business days.

A "business day" means any day other than a Saturday, Sunday or federal holiday and consists of the time period from 12:01 a.m. through midnight, Eastern Time.

In the judgment of our Board, including the independent directors, the Offer is in the best interests of our stockholders and does not violate applicable law. Under the Maryland General Corporation Law, a Maryland corporation may not make a distribution to stockholders, including pursuant to a repurchase program, if, after giving effect to the distribution, (i) the corporation would not be able to pay its indebtedness in the ordinary course or (ii) the corporation's total assets would be less than its total liabilities plus preferential amounts payable on dissolution with respect to preferred stock. In addition, the Maryland General Corporation Law requires that distributions may be made from (a) a corporation's net earnings for the

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fiscal year in which the distribution is made, or (b) the sum of the net earnings of the corporation for the preceding eight fiscal quarters.

The Board also considered the following factors, among others, in making its determination regarding whether to cause us to offer to repurchase Shares and under what terms:

• the effect of such repurchases on our ability to qualify or maintain our qualification as a RIC (including the consequences of any necessary asset sales);
• the liquidity of our assets (including fees and costs associated with disposing of assets);
• our investment plans and working capital requirements;
• the relative economies of scale with respect to our size;
• our history in repurchasing Shares or portions thereof; and
• the condition of the securities markets.

The Board has approved this Offer. The Board recognizes that the decision to accept or reject the Offer is an individual one that should be based on a variety of factors, and stockholders should consult with their personal advisers if they have questions about their financial or tax situation. As a result, we are not expressing any opinion as to whether a stockholder should accept or reject this Offer.

2. Purpose of the Offer; Plans or Proposals of the Company.

The purpose of the Offer is to provide a measure of liquidity to our stockholders since there is no public market for the Shares. In our Prospectus, we indicated our intention to periodically repurchase a limited number of Shares at a price equal price equal to then current NAV per Share and we have determined to use a NAV per Share determined immediately prior to the date of repurchase. This intention is a recognition of the fact that our shares are not listed on a national securities exchange and have limited liquidity prior to the occurrence of a "liquidity event," as defined in the Prospectus to include, among other things, (i) a listing of our shares on a national securities exchange; (ii) a merger or another transaction approved by the Board in which our stockholders will receive cash or shares of a listed company; or (iii) a sale of all or substantially all of our assets either on a complete portfolio basis or individually followed by a liquidation. In the Prospectus, the Company indicated that from time to time, it may offer to repurchase Shares at such times and on such terms as may be determined by the Board in its complete and absolute discretion.

In this regard, in the Prospectus, we undertook to make offers to repurchase Shares on a quarterly basis. In the Prospectus, we stated that these repurchases would be made at such times and on such terms as may be determined by the Board, in its complete and exclusive discretion.

We do not have any present plans or proposals and are not engaged in any negotiations that relate to or would result in:

1. any extraordinary transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (ii) other than in connection with transactions in the ordinary course of the Company's operations and for purposes of accompanying the Offer, any purchase, sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (iii) any material change in the Company's present dividend rate or policy, or indebtedness or capitalization of the Company; (iv) any change in the composition of the Board or management of the Company, including, but not limited to, any plans or proposals to change the number or the term of members of the Board, to fill any existing vacancies on the Board or to change any material term of the employment contract of any executive officer; (v) any other material change in the Company's corporate structure or business, including any plans or proposals to make any changes in the Company's investment policy for which a vote would be required by Section 13 of the Investment Company Act of 1940, as amended (the "1940 Act"); (vi) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; or (vii) any changes in the Company's charter, bylaws or other governing instruments or other actions that could impede the acquisition of control of the Company.

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3. Certain Conditions of the Offer.

Shares held of record as of the date of this Offer are eligible to be repurchased pursuant to the Offer. If the amount of repurchase requests exceeds the number of Shares we seek to repurchase, we will repurchase Shares on a pro-rata basis (subject to the exception for Odd Lot Holders who tender all of their Shares). Any shares not purchased during the tender offer will need to be re-submitted for repurchase in subsequent offers at the subsequent per-share price.

Notwithstanding any other provision of the Offer, we will not be required to purchase any Shares tendered pursuant to the Offer if such repurchase will cause us to be in violation of the securities, commodities or other laws of the United States or any other relevant jurisdiction. Further, we will not be required to purchase any Shares tendered in the Offer if there is any

1. material legal action or proceeding instituted or threatened which challenges, in the Board's judgment, the Offer or otherwise materially adversely affects the Company, (ii) declaration of a banking moratorium by Federal, state or foreign authorities or any suspension of payment by banks in the United States, New York State or in a foreign country which is material to the Company, (iii) limitation that affects the Company or the issuers of its portfolio securities imposed by Federal, state or foreign authorities on the extension of credit by lending institutions or on the exchange of foreign currencies,

1. commencement of war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any foreign country that is material to the Company, (v) the Company shall have determined that consummation of the tender offer and the purchase of shares will cause the shares to cease to be held of record by less than 300 persons or otherwise cause the shares to be eligible for deregistration under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or (vi) other event or condition which, in the Board's judgment, would have a material adverse effect on the Company or its stockholders if Shares tendered pursuant to the Offer were purchased.

The foregoing conditions are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any such condition, and any such condition may be waived by us, in whole or in part, at any time and from time to time in its reasonable judgment. Our failure at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right; the waiver of any such right with respect to particular facts and circumstances shall not be deemed a waiver with respect to any other facts or circumstances; and each such right shall be deemed an ongoing right which may be asserted at any time and from time to time; provided that any such waiver shall apply to all tenders of Shares. Any determination by us concerning the events described in this Section 3 shall be final and binding.

We reserve the right, at any time during the pendency of the Offer, to amend, extend or terminate the Offer in any respect. See Section 14 below.

4. Procedures for Tendering Shares.

Participation in the Offer is voluntary. If you elect not to participate in the Offer, your Shares will remain outstanding. To participate in the Offer, you must complete and deliver the accompanying Letter of Transmittal to us at:

Regular Mail	Overnight Mail
Priority Income Fund, Inc.	Priority Income Fund, Inc.
P.O. Box 219768	430 West 7th Street
Kansas City, MO 64121-9768	Kansas City, MO 64105-1407

The Letter of Transmittal must be received by us at one of the addresses above before the Expiration Date.

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a. Proper Tender of Shares and Method of Delivery.

Stockholders who desire to tender Shares registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact that firm to effect a tender on their behalf. For Shares to be properly tendered pursuant to the Offer, a properly completed and duly executed Letter of Transmittal bearing original signature(s) for all Shares to be tendered and any other documents required by the Letter of Transmittal must be physically received by us at one of the addresses listed above before 4:00 PM, Eastern Time, on the Expiration Date. These materials may be sent via mail, courier, personal delivery or such other method as has been agreed upon between us and the broker, dealer, commercial bank, trust company or other nominee who holds your shares. Odd Lot Holders who tender all of their Shares must also check the "Full Odd Lot Redemption (100 shares or less)" box in the Letter of Transmittal to qualify for the priority treatment available to Odd Lot Holders as set forth in Section 1.

THE METHOD OF DELIVERY OF THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING STOCKHOLDER. IF DOCUMENTS ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED AND PROPERLY INSURED IS RECOMMENDED.

Stockholders have the responsibility to cause their Shares to be tendered, the Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s), and any other documents required by the Letter of Transmittal, to be timely delivered. Timely delivery is a condition precedent to acceptance of Shares for purchase pursuant to the Offer and to payment of the purchase amount.

b. Determination of Validity.

All questions as to the validity, form, eligibility (including time of receipt) and acceptance of tenders will be determined by us, in our sole discretion, which determination shall be final and binding. We reserve the absolute right to reject any or all tenders determined not to be in appropriate form or to refuse to accept for payment, purchase, or pay for, any Shares if, in the opinion of our counsel, accepting, purchasing or paying for such Shares would be unlawful. We also reserve the absolute right to waive any of the conditions of the Offer or any defect in any tender, whether generally or with respect to any particular Share(s) or stockholder(s). Our interpretations, in consultation with our counsel, of the terms and conditions of the Offer shall be final and binding, subject to the rights of tendering stockholders to challenge our determination in a court of competent jurisdiction.

NEITHER THE COMPANY, NOR THE BOARD, NOR THE ADVISER NOR ANY OTHER PERSON IS OR WILL BE OBLIGATED TO GIVE ANY NOTICE OF ANY DEFECT OR IRREGULARITY IN ANY TENDER, AND NONE OF THEM WILL INCUR ANY LIABILITY FOR FAILURE TO GIVE ANY SUCH NOTICE.

c. United States Federal Income Tax Withholding.

To prevent the imposition of U.S. federal backup withholding tax equal to 24% of the gross payments made pursuant to the Offer, prior to receiving such payments, each stockholder accepting the Offer who has not previously submitted to the Company a correct, completed and signed Internal Revenue Service ("IRS") Form W-9 ("Form W-9") (for U.S. Stockholders) or IRS Form W-8BEN ("Form W-8BEN"), IRS Form W-8BEN-E ("Form W-8BEN-E"), IRS Form W-8IMY ("Form W-8IMY"), IRS Form W-8ECI ("Form W-8ECI"), or other applicable form (for Non-U.S. Stockholders), or otherwise established an exemption from such withholding, must submit the appropriate form to the Company or complete the W-9 Certification in the Letter of Transmittal. See Section 13 below.

For this purpose, a "U.S. Stockholder" is, in general, a stockholder that is (i) an individual who, for U.S. federal income tax purposes, is a citizen or resident of the United States, (ii) a corporation or other entity treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States, any state thereof, or the District of Columbia, (iii) an estate, the income of which is subject to U.S. federal income taxation regardless of the source of such income or (iv) a trust (A) subject to the control of one or more U.S. persons and the primary supervision of a court in the United States, or (B) that existed on August 20, 1996 and has made a valid election (under applicable U.S. Treasury regulations) to be treated as a domestic trust. A "Non-U.S. Stockholder" is any stockholder that is neither a U.S. Stockholder nor a partnership.

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