0001140361-20-028053 Sample Contracts

INVESTMENT MANAGEMENT AGREEMENT dated as of , 2020 BY AND BETWEEN BlackRock Direct Lending Corp. a Delaware Corporation AND BlackRock Capital Investment Advisors, LLC a Delaware limited liability company
Investment Management Agreement • December 10th, 2020 • BlackRock Direct Lending Corp. • New York

This Investment Management Agreement (this “Agreement”), dated as of , 2020 (the “Effective Date”), is made by and between BlackRock Direct Lending Corp. (the “Company”), a Delaware corporation which has elected to be treated as a business development company under the Investment Company Act of 1940 (the “1940 Act”), and BlackRock Capital Investment Advisors, LLC (the “Investment Manager”), a Delaware limited liability company registered as an investment adviser under the Investment Advisers Act of 1940 (the “Advisers Act”).

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MASTER CUSTODIAN AGREEMENT
Master Custodian Agreement • December 10th, 2020 • BlackRock Direct Lending Corp. • New York

This Agreement is made as of day of , 2020 (this “Agreement”), among BlackRock Direct Lending Corp. (the “Company”) and each of its subsidiaries identified on Appendix A and each additional subsidiary which becomes a party to this Agreement in accordance with the terms hereof (in each case, a “Customer” and collectively, the “Customers”), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company (the “Custodian”).

LICENSE AGREEMENT
License Agreement • December 10th, 2020 • BlackRock Direct Lending Corp. • California

This License Agreement (“Agreement”) is entered into effective as of , 2020 (“Effective Date”) between, on the one hand, BlackRock, Inc. (“Licensor”), a Delaware limited liability company, and, on the other, BlackRock Direct Lending Corp., a Delaware corporation (“Licensee”), as follows:

LOAN SERVICES ADDENDUM TO MASTER CUSTODIAN AGREEMENT
Loan Services Addendum • December 10th, 2020 • BlackRock Direct Lending Corp.
ADMINISTRATION AGREEMENT
Administration Agreement • December 10th, 2020 • BlackRock Direct Lending Corp. • New York

AGREEMENT (this "Agreement") made as of , 2020 by and between BlackRock Direct Lending Corp., a Delaware corporation (hereinafter referred to as the "Company"), and Blackrock Financial Management, Inc., a Delaware corporation (hereinafter referred to as the "Administrator").

Organizational Costs Agreement
Organizational Costs Agreement • December 10th, 2020 • BlackRock Direct Lending Corp. • Delaware

Reference is hereby made to the Investment Management Agreement (the “Investment Management Agreement”) by and between BlackRock Capital Investment Advisors, LLC (the “Investment Manager”) and BlackRock Direct Lending Corp. (the “Company”), pursuant to which the Investment Manager serves as investment manager to the Company.

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