FORM OF DEALER MANAGER AGREEMENT Up to $750,000,000 in Shares of Common Stock, $0.001 par value per share September 23, 2013Dealer Manager Agreement • September 27th, 2013 • VII Peaks-KBR Co-Optivist Income BDC II, Inc. • Delaware
Contract Type FiledSeptember 27th, 2013 Company JurisdictionThe Company has entered into an investment advisory agreement, dated as of August 20, 2013 (the “Investment Advisory Agreement”), with VII Peaks Capital, LLC, a Delaware limited liability company registered as an investment adviser (the “Adviser”) under the Investment Advisers Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Advisers Act”).