0001535778-14-000005 Sample Contracts

EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENT
Expense Support and Conditional Reimbursement Agreement • January 6th, 2014 • HMS Income Fund, Inc. • Texas

This Expense Support and Conditional Reimbursement Agreement (this “Agreement”) is made as of December 30, 2013 by and between HMS Income Fund, Inc. (the “Company”) and HMS Adviser LP (the “Adviser”).

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THIRD AMENDMENT TO AMENDED AND RESTATED CONDITIONAL FEE WAIVER AGREEMENT
Conditional Fee Waiver Agreement • January 6th, 2014 • HMS Income Fund, Inc. • Texas

This Third Amendment to Amended and Restated Conditional Fee Waiver Agreement (this “Amendment”) is made as of December 30, 2013 by and among HMS Income Fund, Inc. (the “Company”), HMS Adviser LP (the “HMS Adviser”), Main Street Capital Corporation (“Main Street”) and Main Street Capital Partners, LLC (“Main Street Capital Partners” and, together with Main Street, the “Sub-Adviser”). The HMS Adviser and the Sub-Adviser are collectively referred to herein as the “Advisers.”

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