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

• Contract Type
  Custody Agreement
• Filed
  February 15th, 2012
• Company
  VII Peaks-KBR Co-Optivist Income BDC II, Inc.
• Jurisdiction
  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.

FORM OF DEALER MANAGER AGREEMENT

Dealer Manager Agreement • February 15th, 2012 • VII Peaks-KBR Co-Optivist Income BDC II, Inc. • Delaware

• Contract Type
  Dealer Manager Agreement
• Filed
  February 15th, 2012
• Company
  VII Peaks-KBR Co-Optivist Income BDC II, Inc.
• Jurisdiction
  Delaware

FORM OF INVESTMENT ADVISORY AGREEMENT BETWEEN

Investment Advisory Agreement • February 15th, 2012 • VII Peaks-KBR Co-Optivist Income BDC II, Inc. • New York

• Contract Type
  Investment Advisory Agreement
• Filed
  February 15th, 2012
• Company
  VII Peaks-KBR Co-Optivist Income BDC II, Inc.
• Jurisdiction
  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

Trademark License Agreement • February 15th, 2012 • VII Peaks-KBR Co-Optivist Income BDC II, Inc. • California

• Contract Type
  Trademark License Agreement
• Filed
  February 15th, 2012
• Company
  VII Peaks-KBR Co-Optivist Income BDC II, Inc.
• Jurisdiction
  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

Escrow Agreement • February 15th, 2012 • VII Peaks-KBR Co-Optivist Income BDC II, Inc. • Missouri

• Contract Type
  Escrow Agreement
• Filed
  February 15th, 2012
• Company
  VII Peaks-KBR Co-Optivist Income BDC II, Inc.
• Jurisdiction
  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”).