0001140361-19-017997 Sample Contracts

RIGHT OF FIRST OFFER AGREEMENT
Right of First Offer Agreement • October 4th, 2019 • Investcorp S.A. • Delaware

This RIGHT OF FIRST OFFER AGREEMENT, dated as of August 30, 2019 (this “Agreement”), is by and between Stifel Venture Corp., a Missouri corporation (“Stockholder”), and Investcorp BDC Holdings Limited, a company organized under the laws of the Cayman Islands (“Buyer”).

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SUPPORT AND VOTING AGREEMENT
Support and Voting Agreement • October 4th, 2019 • Investcorp S.A. • Delaware

This SUPPORT AND VOTING AGREEMENT, dated as of June 26, 2019 (this “Agreement”), is by and between Stifel Venture Corp., a Missouri corporation (“Stockholder”), and Investcorp Credit Management US LLC, a Delaware limited liability company (“Buyer”).

SUPPORT AND VOTING AGREEMENT
Support and Voting Agreement • October 4th, 2019 • Investcorp S.A. • Delaware

This SUPPORT AND VOTING AGREEMENT, dated as of June 26, 2019 (this “Agreement”), is by and among Cyrus Opportunities Master Fund II, Ltd., Crescent 1, L.P., CRS Master Fund, L.P. and Cyrus Select Opportunities Master Fund, Ltd. (each, a “Stockholder” and collectively, “Stockholders”), and Investcorp Credit Management US LLC (“Buyer”).

RIGHT OF FIRST OFFER AGREEMENT
Right of First Offer Agreement • October 4th, 2019 • Investcorp S.A. • Delaware

This RIGHT OF FIRST OFFER AGREEMENT, dated as of August 30, 2019 (this “Agreement”), is by and among Cyrus Opportunities Master Fund II, Ltd., Crescent 1, L.P., CRS Master Fund, L.P. and Cyrus Select Opportunities Master Fund, Ltd. (each, a “Stockholder” and collectively, “Stockholders”), and Investcorp BDC Holdings Limited, a company organized under the laws of the Cayman Islands (“Buyer”).

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