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 24th, 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).
BUSINESS DEVELOPMENT CORPORATION OF AMERICA FORM OF SOLICITING DEALER AGREEMENTSoliciting Dealer Agreement • January 24th, 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.
SUBSCRIPTION ESCROW AGREEMENTSubscription Escrow Agreement • January 24th, 2011 • Business Development Corp of America • New York
THIS SUBSCRIPTION ESCROW AGREEMENT (this “Escrow Agreement”), dated as of January 21, 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”).
