0001193125-11-070291 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 18th, 2011 • OFS Capital, LLC • Delaware

THIS Agreement (“Agreement”) is made and entered into as of , 2011 between OFS CAPITAL CORPORATION, a Delaware corporation (the “Company”), and (“Indemnitee”).

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CUSTODY AGREEMENT dated as of , 2011 by and between OFS CAPITAL CORPORATION (“Company”) and U.S. BANK NATIONAL ASSOCIATION (“Custodian”)
Custody Agreement • March 18th, 2011 • OFS Capital, LLC • New York

This CUSTODY AGREEMENT (this “Agreement”) is dated as of , 2011 and is by and between OFS CAPITAL CORPORATION (and any successor or permitted assign, the “Company”), a corporation organized under the laws of the State of Delaware, having its principal place of business at 2850 West Golf Road, Suite 520, Rolling Meadows, IL 60008, 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, Boston, MA 02110.

ADMINISTRATION AGREEMENT
Administration Agreement • March 18th, 2011 • OFS Capital, LLC • New York

This Agreement (“Agreement”) is made as of , 2011 by and between OFS CAPITAL CORPORATION, a Delaware corporation (the “Company”), and OFS CAPITAL SERVICES, LLC, a Delaware limited liability company (“OFS Services”).

TRADEMARK LICENSE AGREEMENT
Trademark License Agreement • March 18th, 2011 • OFS Capital, LLC • New York

This Agreement (“Agreement”) is made as of , 2011 by and between OFS CAPITAL CORPORATION, a Delaware corporation (“Licensee”) and ORCHARD FIRST SOURCE ASSET MANAGEMENT, LLC, a Delaware limited liability company (“Licensor”).

INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
Investment Advisory and Management Agreement • March 18th, 2011 • OFS Capital, LLC • New York

This Agreement (“Agreement”) is made as of , 2011 by and between OFS CAPITAL CORPORATION, a Delaware corporation (the “Company”), and OFS CAPITAL MANAGEMENT, LLC, a Delaware limited liability company (“OFS Advisor”).

Contract
Loan Sale Agreement • March 18th, 2011 • OFS Capital, LLC • New York

FIRST AMENDMENT TO LOAN SALE AGREEMENT (this “Amendment”), dated as of February 23, 2011, among OFS Capital WM, LLC (the “Purchaser”) and OFS Capital, LLC (the “Seller”).

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF OFS CAPITAL, LLC As of April 23, 2010
Limited Liability Company Agreement • March 18th, 2011 • OFS Capital, LLC • Delaware
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