0001144204-13-052847 Sample Contracts

FORM OF DEALER MANAGER AGREEMENT Up to $750,000,000 in Shares of Common Stock, $0.001 par value per share September 23, 2013

Dealer Manager Agreement • September 27th, 2013 • VII Peaks-KBR Co-Optivist Income BDC II, Inc. • Delaware

• Contract Type
  Dealer Manager Agreement
• Filed
  September 27th, 2013
• Company
  VII Peaks-KBR Co-Optivist Income BDC II, Inc.
• Jurisdiction
  Delaware

The Company has entered into an investment advisory agreement, dated as of August 20, 2013 (the “Investment Advisory Agreement”), with VII Peaks Capital, LLC, a Delaware limited liability company registered as an investment adviser (the “Adviser”) under the Investment Advisers Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Advisers Act”).