Business Development Corporation of America UP TO 150,000,000 SHARES OF COMMON STOCK FORM OF EXCLUSIVE DEALER MANAGER AGREEMENT January ___, 2011Exclusive Dealer Manager Agreement • January 14th, 2011 • Business Development Corp of America • New York
Business Development Corporation of America (the “Company”) is a Maryland corporation that intends to elect to be treated as a business development company (“BDC”) under the Investment Company Act of 1940 and the rules and regulations thereunder (collectively, the “Investment Company Act”). The Company proposes to offer up to 150,000,000 shares of common stock, $0.001 par value per share (the “Shares”) on a continuous basis, for an initial purchase price of $10.00 per Share, with a minimum initial investment of $1,000, in the offering (the “Offering”), all upon the other terms and subject to the conditions set forth in the Prospectus (as defined below).
CUSTODY AGREEMENTCustody Agreement • January 14th, 2011 • Business Development Corp of America • Texas
This agreement (the “Agreement”) dated as of January ___, 2011 between Business Development Corporation of America, a corporation organized and existing under the laws of the state of Maryland, having a place of business located at 405 Park Avenue, 15th Floor, New York NY 10022 (the “Fund”) and any additional affiliates or subsidiaries of the Fund as provided herein and AMEGY BANK NATIONAL ASSOCIATION, a national banking association having a place of business at 1221 McKinney Street Level P-1, Houston, Texas, 77010 (the “Custodian”).
BUSINESS DEVELOPMENT CORPORATION OF AMERICA FORM OF SOLICITING DEALER AGREEMENTSoliciting Dealer Agreement • January 14th, 2011 • Business Development Corp of America
Realty Capital Securities, LLC (the “Dealer Manager”) entered into an exclusive dealer manager agreement, dated as of January __, 2011 (the “Dealer Manager Agreement”), with Business Development Corporation of America a Maryland corporation that intends to elect to be treated as a business development company under the Investment Company Act of 1940, as amended, (the “Company”), pursuant to which the Dealer Manager agreed to use its reasonable best efforts to solicit subscriptions in connection with the public offering (the “Offering”) of up to 150,000,000 shares of the Company’s common stock, par value $0.001 per share (the “Shares”), on a continuous basis, for a purchase price of $10.00 per Share, with a minimum initial investment of $1,000, commencing on the Effective Date (as defined below). Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings therefor as in the Dealer Manager Agreement.
AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENTInvestment Sub-Advisory Agreement • January 14th, 2011 • Business Development Corp of America • Delaware
THIS AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT (“Agreement”) made as of the 13th day of January 2011, by and between BDCA Adviser, LLC, a Delaware limited liability company (the “Adviser”) and Main Street Capital Corporation, a Maryland corporation (the “Sub-Adviser”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 14th, 2011 • Business Development Corp of America • Texas
THIS LOAN AND SECURITY AGREEMENT ("Agreement") is made this 14th day of January, 2011, by and among Business Development Corporation of America, a Maryland corporation (together with its Affiliates and Subsidiaries, the "Borrower") and Main Street Capital Corporation, a Maryland corporation ("Lender").
FORM OF SUBSCRIPTION ESCROW AGREEMENTSubscription Escrow Agreement • January 14th, 2011 • Business Development Corp of America • New York
THIS SUBSCRIPTION ESCROW AGREEMENT (this “Escrow Agreement”), dated as of , 2011, is entered into by and among Realty Capital Securities, LLC (the “Dealer Manager”), Business Development Corporation of America (the “Company”) and Wells Fargo Bank, National Association, a national banking association, as Escrow Agent (the “Escrow Agent”).
