0001280965-11-000013 Sample Contracts

MANAGEMENT AGREEMENT
Management Agreement • December 1st, 2011 • Tortoise Capital Resources Corp • Investors, nec • Delaware

THIS MANAGEMENT AGREEMENT (this “Agreement”) is dated as of December 1, 2011, by and between Tortoise Capital Resources Corporation, a Maryland corporation (the “Company”), and Corridor InfraTrust Management, LLC, a Delaware limited liability company (the “Manager”). The effective time and date of this Agreement is 12:01 a.m. December 1, 2011.

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SECOND AMENDED ADMINISTRATION AGREEMENT
Second Amended Administration Agreement • December 1st, 2011 • Tortoise Capital Resources Corp • Investors, nec • Delaware

This Second Amended Administration Agreement (this “Agreement”) is made as of December 1, 2011 by and between Tortoise Capital Resources Corporation, a Maryland corporation (hereinafter referred to as the “Corporation”), and Tortoise Capital Advisors, L.L.C., a Delaware limited liability company (hereinafter referred to as the “Administrator”).

ADVISORY AGREEMENT
Advisory Agreement • December 1st, 2011 • Tortoise Capital Resources Corp • Investors, nec

This Advisory Agreement (the “Agreement”) is dated as of December 1, 2011 and is entered into by and among Tortoise Capital Resources Corporation, a Maryland corporation (the “Company”), Corridor InfraTrust Management, LLC, a Delaware limited liability company (the “Manager”), and Tortoise Capital Advisors, L.L.C., a Delaware limited liability company (the “Advisor”). The effective time and date of this Agreement is 12:01 a.m. December 1, 2011 (the “Effective Date”). Concurrent with the execution and delivery of this Agreement, the Company and the Manager have entered into a separate agreement pursuant to which the Manager shall provide management and other services to the Company (the “Management Agreement”). The Investment Advisory Agreement dated September 15, 2009 between the Company and the Advisor shall terminate at 11:59 p.m. November 30, 2011.

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