0001144204-15-025338 Sample Contracts

CĪON INVESTMENT CORPORATION UP TO 100,000,000 SHARES OF COMMON STOCK, $0.001 PAR VALUE PER SHARE (a Maryland corporation) FORM OF FOLLOW-ON DEALER MANAGER AGREEMENT
Follow-on Dealer Manager Agreement • April 28th, 2015 • CION Investment Corp • New York

This Follow-On Dealer Manager Agreement (the “Agreement”), effective [ ], 2015, is entered into between CĪON Investment Corporation, CĪON Investment Management, LLC and CĪON Securities, LLC.

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CION INVESTMENT CORPORATION UP TO 100,000,000 SHARES OF COMMON STOCK, $0.001 PAR VALUE PER SHARE (a Maryland corporation) FORM OF FOLLOW-ON SELECTED DEALER AGREEMENT
Follow-on Selected Dealer Agreement • April 28th, 2015 • CION Investment Corp • New York

CION Securities, LLC, d/b/a ICON Investments (the “Dealer Manager”), entered into an exclusive Follow-On Dealer Manager Agreement, dated as of __________ __, 2015 (the “Dealer Manager Agreement”), with CION Investment Corporation, a Maryland corporation, that has elected to be treated as a business development company under the Investment Company Act of 1940, as amended (the “Company”), and CION Investment Management, LLC, a Delaware limited liability company (the “Adviser”), pursuant to which the Dealer Manager agreed to use its best efforts to solicit subscriptions in connection with the follow-on public offering (the “Offering”) of up to 100,000,000 additional shares of the Company’s common stock, par value $0.001 per share (the “Offered Shares”), on a continuous basis, for an initial purchase price of $10.45 per share (subject to adjustment and, in certain circumstances, to discounts based upon the volume of shares purchased and other exceptions), with a minimum initial investment

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