0001193125-12-427401 Sample Contracts

CUSTODY AGREEMENT dated as of , 2012 by and between MONROE CAPITAL CORPORATION (“Company”) and U.S. BANK NATIONAL ASSOCIATION (“Custodian”)
Custody Agreement • October 18th, 2012 • MONROE CAPITAL Corp • Massachusetts

THIS CUSTODY AGREEMENT (this “Agreement”) is dated as of , 2012 and is by and between MONROE CAPITAL CORPORATION (and any successor or permitted assign, the “Company”), a corporation organized under the laws of the state of Maryland, having its principal place of business at 311 South Wacker Drive, Suite 6400, Chicago, Illinois 60606, and U.S. BANK NATIONAL ASSOCIATION (or 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, Massachusetts 02110.

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Shares Common Stock ($0.001 par value per share) UNDERWRITING AGREEMENT
Underwriting Agreement • October 18th, 2012 • MONROE CAPITAL Corp
TRADEMARK LICENSE AGREEMENT
Trademark License Agreement • October 18th, 2012 • MONROE CAPITAL Corp • Illinois

This TRADEMARK LICENSE AGREEMENT (the “Agreement”) is made and effective as of , 2012 (the “Effective Date”) by and between Monroe Capital, LLC, a Delaware limited liability company (“Licensor”), and Monroe Capital Corporation, a Maryland corporation (the “Company”).

ADMINISTRATION AGREEMENT
Administration Agreement • October 18th, 2012 • MONROE CAPITAL Corp • New York

This Agreement (“Agreement”) is made as of , 2012 by and between Monroe Capital Corporation, a Maryland corporation (the “Company”), and Monroe Capital Management Advisors, LLC, a Delaware limited liability company (the “Administrator”).

INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
Agreement • October 18th, 2012 • MONROE CAPITAL Corp • New York

This Agreement (“Agreement”) is made as of , 2012 by and between Monroe Capital Corporation, a Maryland corporation (the “Company”), and Monroe Capital BDC Advisors, LLC, a Delaware limited liability company (the “Advisor”).

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