0000950103-10-001679 Sample Contracts

STOCK PURCHASE AGREEMENT by and among GSC INVESTMENT CORP., SARATOGA INVESTMENT ADVISORS, LLC and CLO PARTNERS LLC dated as of April 14, 2010
Stock Purchase Agreement • June 4th, 2010 • GSC Investment Corp. • New York

This Stock Purchase Agreement (the “Agreement”) is entered into as of April 14, 2010 by and among GSC INVESTMENT CORP., a Maryland corporation (the “Company”), SARATOGA INVESTMENT ADVISORS, LLC, a Delaware limited liability company (“Saratoga”), and CLO Partners LLC, a Delaware limited liability company (“CLO Partners” and, together with Saratoga, each an “Investor” and collectively, the “Investors”).

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VOTING AND SUPPORT AGREEMENT
Voting and Support Agreement • June 4th, 2010 • GSC Investment Corp. • New York

AGREEMENT, dated April 14, 2010 (this “Agreement”), by and among Saratoga Investment Advisors, LLC (“Saratoga”), GSCP (NJ), L.P. (“GSCP”), GSC CDO III L.L.C. (“GSC CDO”) and the individuals and entities set forth on Schedule I and signatory hereto (together with GSCP and GSC CDO, the “Shareholders”).

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