0001493152-19-016822 Sample Contracts

ADMINISTRATION AGREEMENT
Administration Agreement • November 12th, 2019 • Rand Capital Corp • New York

AGREEMENT (this “Agreement”) made as of November 8, 2019 (the “Effective Date”) by and between Rand Capital Corporation, a New York corporation (hereinafter referred to as the “Corporation”), and Rand Capital Management LLC, a Delaware limited liability company (hereinafter referred to as the “Administrator”).

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INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT BETWEEN RAND CAPITAL CORPORATION AND RAND CAPITAL MANAGEMENT LLC
Investment Advisory and Management Agreement • November 12th, 2019 • Rand Capital Corp • New York

Agreement made this 8th day of November, 2019 (the “Effective Date”), by and between RAND CAPITAL CORPORATION, a New York corporation (the “Corporation”), and RAND CAPITAL MANAGEMENT LLC, a Delaware limited liability company (the “Adviser”).

CANCELLATION AGREEMENT
Cancellation Agreement • November 12th, 2019 • Rand Capital Corp • New York

This Cancellation Agreement (this “Agreement”) is made and entered into as of November 8, 2019 by and between Rand Capital Corporation, a New York corporation (the “Company”), and Allen F. Grum (the “Executive”).

SHAREHOLDER AGREEMENT
Shareholder Agreement • November 12th, 2019 • Rand Capital Corp • New York

THIS SHAREHOLDER AGREEMENT is entered into as of November 8, 2019 (this “Agreement”), by and between Rand Capital Corporation, a New York corporation (the “Company”), and East Asset Management, LLC, a Delaware limited liability company (“East”) and is effective as of the closing of the transactions contemplated in the Stock Purchase Agreement (as defined below) (the “Contemplated Transactions”).

CANCELLATION AGREEMENT
Cancellation Agreement • November 12th, 2019 • Rand Capital Corp • New York

This Cancellation Agreement (this “Agreement”) is made and entered into as of November 8, 2019 by and among Rand Capital Corporation, a New York corporation (the “Company”), and Daniel P. Penberthy (the “Executive”).

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