0001376067-06-000005 Sample Contracts

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • October 11th, 2006 • Venture Lending & Leasing V, Inc.

This Stock Purchase Agreement (this “Agreement”), is made effective as of ___________, 2006, between Venture Lending & Leasing V, Inc., a Maryland corporation (“Seller”), and Venture Lending & Leasing V, LLC, a Delaware limited liability company (“Buyer”).

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INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • October 11th, 2006 • Venture Lending & Leasing V, Inc. • Maryland

THIS INVESTMENT MANAGEMENT AGREEMENT (this “Agreement”) is made as of _______________, 2006, between VENTURE LENDING & LEASING V, INC., a Maryland corporation (“Fund”), and WESTECH INVESTMENT ADVISORS, INC., a California corporation (“Westech Advisors”). Westech Advisors is sometimes referred to herein as the “Manager”.

INTERCREDITOR AGREEMENT
Intercreditor Agreement • October 11th, 2006 • Venture Lending & Leasing V, Inc. • California

This Intercreditor Agreement (“Agreement”) is made effective as of the __________ __, 200_, by and between Venture Lending & Leasing IV, Inc. (“VLL4”), and Venture Lending & Leasing V, Inc. (“VLL5”), both Maryland corporations (sometimes referred to herein jointly as “Lenders”, and individually as a “Lender”).

CUSTODY AGREEMENT
Custody Agreement • October 11th, 2006 • Venture Lending & Leasing V, Inc. • California

to disclose upon request to companies whose securities are held in the Account (a) Client’s and/or Agent’s name and address, and (b) holdings in the Account of securities issued by such companies. If client does not object to such disclosure above, Bank is required by law to provide such information.

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