0001193125-13-444081 Sample Contracts

LICENSE AGREEMENT
License Agreement • November 15th, 2013 • CM Finance Inc • New York

This LICENSE AGREEMENT (this “Agreement”) is made and effective as of [October 8], 2013 (the “Effective Date”) by and between CM Investment Partners LLC (the “Licensor”), a Delaware limited liability company, and CM Finance Inc, a Maryland corporation (the “Licensee”) (each a “party,” and collectively, the “parties”).

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • November 15th, 2013 • CM Finance Inc • Maryland

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this day of October, 2013, by and between CM Finance Inc, a Maryland corporation (the “Company”), and the undersigned (“Indemnitee”).

ADMINISTRATION AGREEMENT
Administration Agreement • November 15th, 2013 • CM Finance Inc • New York

This ADMINISTRATION AGREEMENT (this “Agreement”) made as of October 8, 2013 by and between CM Finance Inc, a Maryland corporation (the “Corporation”), and CM Investment Partners, LLC, a Delaware limited liability company (the “Administrator”).

INVESTMENT ADVISORY AGREEMENT BETWEEN AND
Investment Advisory Agreement • November 15th, 2013 • CM Finance Inc • New York

AGREEMENT, dated as of [ ], 2013, between CM Finance Inc, a Maryland corporation (the “Corporation”), and CM Investment Partners, LLC (the “Adviser”), a Delaware limited liability company.

COLLATERAL ADMINISTRATION AGREEMENT
Collateral Administration Agreement • November 15th, 2013 • CM Finance Inc • New York

This COLLATERAL ADMINISTRATION AGREEMENT, dated as of May 23, 2013 (the “Agreement”) is entered into by and among CM FINANCE SPV LTD., an exempted company incorporated with limited liability under the law of the Cayman Islands (the “Issuer”), CM INVESTMENT PARTNERS, LP, a limited partnership organized under the laws of the State of Delaware, as Collateral Manager (as that term is defined in the Indenture, referred to herein, together with any successor Collateral Manager under the Indenture, the “Collateral Manager”), and STATE STREET BANK AND TRUST COMPANY (“State Street”), acting as collateral administrator under and for purposes of this Agreement (in such capacity, and together with any successor Collateral Administrator hereunder, the “Collateral Administrator”).

COLLATERAL MANAGEMENT AGREEMENT
Collateral Management Agreement • November 15th, 2013 • CM Finance Inc • New York

This Collateral Management Agreement (this “Agreement”) is made as of May 23, 2013, by and between CM Finance SPV Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Issuer”) and CM Investment Partners, L.P. a Delaware limited partnership (the “Collateral Manager”).

Contract
Contribution Agreement • November 15th, 2013 • CM Finance Inc • New York

CONTRIBUTION AGREEMENT, dated as of May 23, 2013 (this Agreement), between CM FINANCE LLC, a Delaware limited liability company and sole shareholder (the Sole Shareholder) of CM Finance SPV Ltd., and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company, as trustee on behalf of the Secured Parties (the Trustee).

MASTER PARTICIPATION AND ASSIGNMENT AGREEMENT
Master Participation and Assignment Agreement • November 15th, 2013 • CM Finance Inc • New York

Master Participation and Assignment Agreement (this “Agreement”) dated as of May 23, 2013 between CM Finance LLC, a limited liability company organized under the laws of the State of Maryland (the “Transferor”), and CM Finance SPV Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Transferee”). Capitalized terms not defined herein shall have the meaning assigned such terms in the Indenture (the “Indenture”), dated as of the date hereof, between the Transferee, as Issuer, and State Street Bank and Trust Company, as Trustee.

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