0001144204-16-087568 Sample Contracts

FORM OF DEALER MANAGER AGREEMENT Up to $_______,000,000 in Shares of Common Stock, $0.001 par value per share March ____, 2016
Dealer Manager Agreement • March 11th, 2016 • VII Peaks Co-Optivist Income BDC II, Inc. • Delaware

The 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”).

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