0001144204-10-063315 Sample Contracts

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • November 24th, 2010 • Business Development Corp of America • Delaware

THIS INVESTMENT SUB-ADVISORY AGREEMENT (“Agreement”) made as of the 28th day of October 2010, by and between BDCA Adviser, LLC, a Delaware limited liability company (the “Adviser”) and Main Street Capital Corporation, a Maryland corporation (the “Sub-Adviser”).

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FORM OF SUBSCRIPTION ESCROW AGREEMENT
Subscription Escrow Agreement • November 24th, 2010 • Business Development Corp of America • New York

THIS SUBSCRIPTION ESCROW AGREEMENT dated as of ___, 2010 (this “Agreement”), is entered into among Realty Capital Securities, LLC (the “Dealer Manager”), Business Development Corporation of America, Inc. (the “Company”) and Wells Fargo Bank, National Association, as escrow agent (the “Escrow Agent”).

INVESTMENT ADVISORY AND MANAGEMENT SERVICES AGREEMENT BETWEEN BUSINESS DEVELOPMENT CORPORATION OF AMERICA AND BDCA ADVISER, LLC
Investment Advisory and Management Services Agreement • November 24th, 2010 • Business Development Corp of America • New York

This Agreement (the “Agreement”) made as of the 28th day of October, 2010, by and between BUSINESS DEVELOPMENT CORPORATION OF AMERICA, a Maryland corporation (the “Company”), and BDCA ADVISER, LLC, a Delaware limited liability company (the “Adviser”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • November 24th, 2010 • Business Development Corp of America • New York

THIS SUBSCRIPTION AGREEMENT (this “Agreement”) dated as of July 8, 2010 is entered into by and between Business Development Corporation of America, Inc. (the “Issuer”) and BDCA Adviser, LLC, a Delaware limited liability company (“Investor”).

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