FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • May 31st, 2012 • HMS Income Fund, Inc. • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of , 2012, by and between HMS Income Fund, Inc., a Maryland corporation (the “Company”), and (“Indemnitee”).
CUSTODY AGREEMENTCustody Agreement • May 31st, 2012 • HMS Income Fund, Inc. • Texas
This agreement (this “Agreement”) dated as of May 24, 2012 between HMS INCOME LLC, a limited liability company organized and existing under the laws of the state of Maryland having a place of business located at c/o Hines Interests Limited Partnership, 1300 Post Oak Boulevard, Suite 800, Houston Texas 77056 (“Fund”) and any additional affiliates or future subsidiaries of the Fund as provided herein and AMEGY BANK NATIONAL ASSOCIATION, a national banking association having a place of business at 1221 McKinney Street Level P-1, Houston, Texas, 77010 (“Custodian”).
INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES AGREEMENT BETWEEN HMS INCOME FUND, INC. AND HMS ADVISER LPInvestment Advisory and Administrative Services Agreement • May 31st, 2012 • HMS Income Fund, Inc. • Texas
This Investment Advisory and Administrative Services Agreement (the “Agreement”) is made as of the 31st day of May, 2012, by and between HMS INCOME FUND, INC., a Maryland corporation (the “Company”), and HMS ADVISER LP, a Texas limited partnership (the “Adviser”).
INVESTMENT SUB-ADVISORY AGREEMENTInvestment Sub-Advisory Agreement • May 31st, 2012 • HMS Income Fund, Inc. • Texas
THIS INVESTMENT SUB-ADVISORY AGREEMENT (“Agreement”) is made as of the 31st day of May 2012, by and among HMS ADVISER LP, a Texas limited partnership (the “Adviser”), Main Street Capital Partners, LLC, a Delaware limited liability company (the “Sub-Adviser”), Main Street Capital Corporation, a Maryland corporation (“Main Street”) and HMS Income Fund, Inc., a Maryland corporation (the “BDC”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Advisory Agreement (defined below).
CREDIT AGREEMENT dated as of May 24, 2012 among HMS INCOME LLC, as Borrower, The Lenders Listed Herein, as Lenders, CAPITAL ONE, NATIONAL ASSOCIATION, as Administrative Agent, and CAPITAL ONE, NATIONAL ASSOCIATION, as Syndication AgentCredit Agreement • May 31st, 2012 • HMS Income Fund, Inc. • Texas
THIS CREDIT AGREEMENT is dated as of May 24, 2012 among HMS INCOME LLC, a Maryland limited liability company, as borrower, the LENDERS listed on the signature pages hereof, as Lenders, and CAPITAL ONE, NATIONAL ASSOCIATION, as Administrative Agent.
CONDITIONAL FEE WAIVER AGREEMENTConditional Fee Waiver Agreement • May 31st, 2012 • HMS Income Fund, Inc. • Texas
This Conditional Fee Waiver Agreement (this “Agreement”) is made as of May 31, 2012 by and among HMS Income Fund, Inc. (the “Company”), HMS Adviser LP (the “Adviser”) and Main Street Capital Partners, LLC (the “Sub-Adviser”). The Adviser and the Sub-Adviser are collectively referred to herein as the “Advisers.”
AGREEMENT AND PLAN OF MERGERMerger Agreement • May 31st, 2012 • HMS Income Fund, Inc. • Maryland
This Agreement and Plan of Merger (this “Agreement”) is entered into as of May 31, 2012 by and between HMS Income LLC, a Maryland limited liability company (the “Merging Entity”), and HMS Income Fund, Inc., a Maryland corporation (the “Surviving Entity”), pursuant to the provisions of the Maryland General Corporation Law (the “MGCL”) and the Maryland Limited Liability Company Act (the “Act”).
