0001144204-11-070518 Sample Contracts

FORM OF ADMINISTRATION AGREEMENT
Administration Agreement • December 19th, 2011 • VII Peaks-KBR Co-Optivist Income BDC II, Inc. • Maryland

This Administration Agreement (this “Agreement”) is made as of 2011, by and between VII PEAKS-KBR CO-OPTIVIST INCOME BDC II, INC., a Maryland corporation (hereinafter referred to as the “Company”), and VII PEAKS-KBR BDC ADVISOR II, LLC, a Delaware limited liability company, (hereinafter referred to as the “Administrator”).

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FORM OF DEALER MANAGER AGREEMENT
Dealer Manager Agreement • December 19th, 2011 • VII Peaks-KBR Co-Optivist Income BDC II, Inc. • Delaware
FORM OF INVESTMENT ADVISORY AGREEMENT BETWEEN
Investment Advisory Agreement • December 19th, 2011 • VII Peaks-KBR Co-Optivist Income BDC II, Inc. • New York

This Investment Advisory Agreement (the “Agreement”) is made as of [ ], 2011, by and between VII PEAKS-KBR CO-OPTIVIST INCOME BDC II, INC., a Maryland corporation (the “Company”), and VII PEAKS-KBR BDC ADVISOR II, LLC, a Delaware limited liability company (the “Adviser”).

FORM OF ESCROW AGREEMENT
Escrow Agreement • December 19th, 2011 • VII Peaks-KBR Co-Optivist Income BDC II, Inc. • Missouri

THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of this day of December, 2011 by and among VII Peaks-KBR Co-Optivist Income BDC II, Inc., a Maryland corporation (the “Company”), KBR Capital Markets, LLC, a Delaware limited liability company (the “Dealer Manager”), and UMB Bank, N.A., as escrow agent, a national banking association organized and existing under the laws of the United States of America (the “Escrow Agent”).

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