0001144204-12-009134 Sample Contracts

CUSTODY AGREEMENT dated as of January __, 2012 by and between (“Company”) and U.S. BANK NATIONAL ASSOCIATION (“Custodian”)
Custody Agreement • February 15th, 2012 • VII Peaks-KBR Co-Optivist Income BDC II, Inc. • New York

This CUSTODY AGREEMENT (this “Agreement”) is dated as of January __, 2012, and is by and between [____________] (and any successor or permitted assign, the “Company”), a corporation organized under the laws of the [____________], having its principal place of business at [____________], and U.S. BANK NATIONAL ASSOCIATION (and any successor or permitted assign acting as custodian hereunder, the “Custodian”), a national banking association having a place of business at One Federal Street, 3rd Floor, Boston, MA 02110.

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FORM OF DEALER MANAGER AGREEMENT
Selected Dealer Agreement • February 15th, 2012 • VII Peaks-KBR Co-Optivist Income BDC II, Inc. • Delaware
FORM OF INVESTMENT ADVISORY AGREEMENT BETWEEN
Investment Advisory Agreement • February 15th, 2012 • VII Peaks-KBR Co-Optivist Income BDC II, Inc. • New York

This Investment Advisory Agreement (the “Agreement”) is made as of January__, 2012, 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 TRADEMARK LICENSE AGREEMENT
Form of Trademark License Agreement • February 15th, 2012 • VII Peaks-KBR Co-Optivist Income BDC II, Inc. • California

This TRADEMARK LICENSE AGREEMENT (the “Agreement”) is made and effective as of January __, 2012 (the “Effective Date”) by and between KBR Capital Partners, LLC, a Delaware limited liability company (“Licensor”), VII Peaks-KBR BDC Advisor II, LLC (the “Advisor”) and VII Peaks-KBR Co-Optivist Income BDC II, Inc., a Maryland Corporation (the “Company”).

FORM OF ESCROW AGREEMENT
Form of Escrow Agreement • February 15th, 2012 • 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 February, 2012 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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