0001580642-18-000301 Sample Contracts

VERTICAL CAPITAL INCOME FUND PROVASI CAPITAL PARTNERS LP DEALER MANAGER AGREEMENT
Dealer Manager Agreement • January 19th, 2018 • Vertical Capital Income Fund • Delaware

The undersigned, Vertical Capital Income Fund (the "Fund"), a Delaware statutory trust, is conducting a continuous offering (the "Offering") of its Class A, Class C, Class I and Class L shares of beneficial interest (collectively, the "Shares"). The Fund desires for you, Provasi Capital Partners LP (the "Dealer Manager" or "you"), to act as its Dealer Manager in connection with the offer and sales of the Shares to the public in the Offering. In connection with the sales of Shares, the Fund hereby confirms its agreement with you, as Dealer Manager, as follows:

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AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • January 19th, 2018 • Vertical Capital Income Fund • California

This AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is dated this 29th day of June, 2016, between VERTICAL CAPITAL INCOME FUND, a Delaware statutory trust, with its principal office located at c/o Gemini Fund Services, LLC, 80 Arkay Drive, Suite 110, Hauppauge, New York 11788 (“Borrower”), and SUNWEST BANK, a California banking corporation, with its principal office located at 2050 Main Street, Suite 300, Irvine, California 92614 (“Lender”).

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