golub capital direct lending corporation articles of amendment first : golub capital direct lending corporation, a maryland corporation ( the “ corporation ” ), desires to amend its charter ( the “ charter ” ) as currently in effect and as hereinafter amended. second : article vii of the charter is hereby replaced in its entirety with the following : article viiaccelerated liquidity event section 7. 1 option to receive cash consideration. the corporation shall not have the power to effect an accelerated liquidity event ( as defined below ) unless ( 1 ) the accelerated liquidity event is declared advisable by the board of directors and ( a ) in the case of a discounted accelerated liquidity event ( as defined below ), such discounted accelerated liquidity event is approved by the affirmative vote of holders of shares entitled to cast 100 % of all the votes entitled to be cast on the matter or ( b ) in the case of an accelerated liquidity event that is not a discounted accelerated liquidity event, such accelerated liquidity event is approved by the affirmative vote of holders of shares entitled to cast a majority of all the votes entitled to be cast on the matter and ( 2 ) in connection with such accelerated liquidity event, the stockholders of the corporation may elect to receive consideration, in the form of cash, in an amount per share that is not less than the net asset value of such shares of common stock determined within 48 hours ( excluding sundays and holidays ) of the closing of the accelerated liquidity event ( the “ closing nav per share ” ). section 7. 2 accelerated liquidity event. each of the following events shall be considered a “ accelerated liquidity event ” : ( 1 ) the sale, transfer, or other disposition, in a single transaction or series of related transactions by the corporation or any subsidiary of the corporation of all or substantially all the assets of the corporation and its subsidiaries taken as a whole or ( 2 ) a merger, consolidation or statutory share exchange of the corporation with one or more entities in which all or substantially all of the shares of common stock then outstanding are converted into cash or securities of another entity. a “ discounted accelerated liquidity event ” is an accelerated liquidity event where the consideration to be received by stockholders in the accelerated liquidity event has a value that is less than 75 % of the aggregate purchase price paid to the corporation to purchase shares of all issued and outstanding shares common stock as of the closing of the accelerated liquid