SUBSCRIPTION AGREEMENTShares Of Common Stock Of VII Peaks Co]Op..vistTM Income BDC II, Inc.The undersigned hereby tenders this subscrip..on and applies for the purchase of the dollaramount of common shares of beneficial interest (the gSharesh) of VII Peaks Co]Op..vistTMIncome BDC II, Inc. (some..mes referred to herein as the gCompanyh), set forth below.Ini..al Investment ($5,000 minimum) Addi..onal Investment ($500 minimum) NAV or Net of commission InvestmentSubscrip..on Amount $Individual Joint Tenants with Right of Survivorship Pension Plan Trust (Complete Appendix A on page A]5)Non]Profit Organiza..on Corpora..on or Partnership (Complete Appendix B on page A]6)UGMA: State of _______ UTMA: State of _______ Other (Specify and include ..tle pages) ____________________________________________Custodial Account: IRA SEP/IRA ROTH/IRA OTHER Qualified Acct: ________________________________________________________Custodian Name: ________________________________________________________________________ Account #: _____________________________Custodian Mailing Address: _______________________________________________________________________________________________________A. Individual/Beneficial Owners (Trust/Corpora..on/Partnership)B. Joint Investor/MinorC. Transfer on death beneficiary (Individual or Joint Tenant Accounts Only)A. Investorfs Address of RecordB. Investorfs Mailing Address (If different than address of record, above)Assign Applicable Percentage / Must Total 100%* Each investor that elects to have his or her distribu..ons reinvested in VII Peaks Co]Op..vistTM Income BDC II, Inc.fs Distribu..on Reinvestment Plan agrees to no..fy the Company and thebroker]dealer named in this Subscrip..on Agreement in wri..ng at any ..me there is a material change in his or her financial condi..on, including failure to meet the minimum income andnet worth standards as imposed by the state in which he or she resides.** I authorize the Company or its agent to deposit my distribu..on to the account indicated below. This authority will remain in force un..l I no..fy the Company in wri..ng to cancel it. Inthe event that the Company deposits funds erroneously into my account, the Company is authorized to debit my account for the amount of the erroneous deposit. I also herebyacknowledge that funds and/or Shares in my account may be subject to applicable abandoned property, escheat or similar laws and may be transferred to the appropriate governmentalauthority in accordance with such laws, including as a result of account inac..vity for the period of ..me specified in such laws or otherwise. None of the Company, its affiliates, its agentsor any other person shall be liable for any property delivered in good faith to a governmental authority pursuant to applicable abandoned property, escheat or similar laws.A]1 VII 064.06192013Social Security Number* Date of Birth (MM,DD,YYYY)* Day..me Phone NumberFirst Name (MI) Last Name* Gender (M/F)First Name (MI) Last Name Social Security Number ____Primary ____%First Name (MI) Last Name Social Security Number ____Primary ____%Name of inves..ng en..ty Tax ID NumberStreet AddressCity State Zip Code If Non]U.S., Specify CountryFirst Name (MI) Last Name* Gender (M/F)1. INVESTMENT2. OWNERSHIP (Select only one)3. INVESTOR INFORMATION4. ADDRESSSocial Security Number* Date of Birth (MM,DD,YYYY)* Day..me Phone NumberStreet AddressCity State Zip Code If Non]U.S., Specify Country5. DISTRIBUTIONS (IRA accounts may not direct distribu..ons without the custodian's approval)I choose to par..cipate in the CompanyfsDRIP ] Distribu..on Reinvestment Plan.*________% of Distribu..onI choose to have distribu..ons deposited in a checking/savings/IRA/ brokerage account or sent to thecustodian for the benefit of the investor.**________% of Distribu..onI choose to have distribu..ons mailed tome at the address listed in sec..on 4.________% of Distribu..on

 

 

  

Please a..ach voided pre]printed check from the below referenced account where funds from distribu..on are to be sent here **In lieu of receiving documents by mail, I authorize the Company to make available on its website at www.viipeaks.com its monthly, quarterly and annual reports,supplements, announcements or other documents required to be delivered to me, as well as any investment or marke..ng updates, and to no..fy me via e]mailwhen such reports or updates are available. Any documents not uploaded and made readily available on the website will be e]mailed to the address iden..fiedbelow. (Any investor who elects the Electronic Delivery op..on must provide a valid e]mail address, and such investor shall be responsible for no..fying the Companyin wri..ng should such account rela..ng to the e]mail address be terminated or changed.) The e]mail address for receipt of no..fica..ons as outlined above is:Please carefully read and separately ini..al each of the representa..ons below, as applicable. In the case of joint investors, each investor must ini..al. Except in thecase of fiduciary accounts, you may not grant any person power of a..orney to make such representa..ons on your behalf. In order for the Company to accept thisSubscrip..on Agreement and as further considera..on for such acceptance, I hereby represent and warrant as follows:Name of Financial Ins..tu..on Account TypeMailing Address City/State Zip Code Account NumberSignature of Individual/Trustee/Beneficial Owner (MANDATORY) ABA Rou..ng NumberSignature of Joint Owner6. ELECTRONIC DELIVERY OF REPORTS AND UPDATES (You will not receive paper mailings)E]mail address Ini..als7. REPRESENTATIONS, WARRANTIES AND COVENANTS OF INVESTORSECTIONS a.e BELOW ARE MANDATORY Owner (ini..als) Joint Owner (Ini..als)a) I have received the final prospectus (as amended or supplemented as of the date hereof) for VII Peaks Co]Op..vistTM Income BDC II, Inc. at least five business days prior to the signing of this subscrip..on agreement.b) I have (i) a net worth of at least $250,000 or (ii) a net worth of at least $70,000 and a gross annual income of atleast $70,000. (Net worth does not include home, furnishings and personal automobiles.)c) I am (we are) purchasing shares for my (our) own account.d) I (we) acknowledge that the shares are not liquid, there is no public market for the shares, and I (we) may notbe able to sell the shares.e) I am either purchasing the shares for my own account, or if I am purchasing shares on behalf of a trust/otheren..ty of which I am trustee or authorized agent, I have due authority to execute this subscrip..onagreement and do hereby legally bind the trust or other en..ty of which I am trustee or authorized agent.f) If I am (we are) a resident of Alabama, I (we) cer..fy that I (we) have a net worth of at least 10 ..mes my (our)investment in the Company and other similar programs.g) If I am (we are) a resident of California, I (we) cer..fy that in addi..on to the suitability standards above, I (we)must limit my (our) investment in the Company to 10% of my (our) net worth (excluding home, furnishings andautomobiles).h) If I am (we are) a resident of Iowa, I (we) have either (i) a liquid net worth of $85,000 and annual gross income of$85,000 or (ii) a liquid net worth of $300,000. Addi..onally, my (our) total investment in the Company shall notexceed 10% of my (our) net worth. Liquid net worth is that por..on of an investor's net worth that consists of cash,cash equivalents and readily marketable securi..es and is exclusive of home, auto and furnishings.i) If I am (we are) a resident of Kansas, I (we) cer..fy that my (our) aggregate investment in the Company and othernon]traded business development companies is not more than 10% of my (our) liquid net worth. Liquid net worth isdefined as that por..on of net worth that consists of cash, cash equivalents and readily marketable securi..es.j) If I am (we are) a resident of Kentucky, I (we) cer..fy that I (we) have either (i) a liquid net worth of $85,000 andannual gross income of $85,000 or (ii) a liquid net worth of $300,000. Addi..onally, I (we) cer..fy that my (our) totalinvestment in the Company shall not exceed 10% of my (our) liquid net worth.k) If I am (we are) a resident of Maine, I (we) cer..fy that my (our) aggregate investment in the Company and othernon]traded business development companies is not more than 10% of my (our) liquid net worth.l) If I am (we are) a resident of Massachuse..s, I (we) cer..fy that my (our) aggregate investment in this offering,offerings by other non]traded business development companies and offerings by other non]traded direct par..cipa...ng programs does not exceed, in the aggregate, more than 10% of my (our) liquid net worth. Liquid net worth isthat por..on of an investorfs net worth that consists of cash, cash equivalents and readily available marketable securi...es. 

 

 

  

 

In addi..on, you understand that you will receive a confirma..on of your purchase, subject to acceptance by the Company, within 15 days from the date your subscrip...on is received and accepted, and that the sale of Shares pursuant to this subscrip..on agreement will not be effec..ve un..l at least five business days a..er thedate you have received a final Prospectus... You should not expect to be able to sell your shares regardless of how we perform. If you are able to sell your shares of common stock, you will likely receiveless than your purchase price. Because you will be unable to sell your shares, you will be unable to reduce your exposure on any market downturn... We do not intend to list our common stock on any securi..es exchange during or for what may be a significant ..me a..er the offering period, and we do notexpect a secondary market in the common stock to develop... We plan to implement a share repurchase program , but only a limited number of shares of common stock will be eligible for repurchase by us. In addi..on, anysuch repurchases will be at a price less than the current offering price in effect on the date that we ini..ate each quarterly repurchase offer... You should consider that you may not have access to the money you invest for an indefinite period of ..me. An investment in our shares of common stock isnot suitable for you if you need access to the money you invest. See gShare Repurchase Program,h gSuitability Standardsh and gLiquidity Strategy.h.. Our distribu..ons in our ini..al year of investment opera..ons were not based on our investment performance, but were supported by our Advisors in the formof opera..ng expense support payments to us, and a por..on of our distribu..ons cons..tuted a return of capital.A]3Owner (ini..als) Joint Owner(Ini..als)m) If I am (we are) a resident of Nebraska, I (we) cer..fy that in addi..on to the suitability requirements described above, I (we)have (i) either (a) an annual gross income of at least $100,000 and a net worth of at least $350,000, or (b) a net worth of atleast $500,000 (exclusive of home, home furnishings and automobiles); and (ii) maximum investment in this offering will notexceed 10% of the investorfs net worth.n) If I am (we are) a resident of New Jersey, I (we) cer..fy that my (our) aggregate investment in this offering and similar offeringsnot exceed 10% of my (our) liquid net worth. For this purpose gliquid net worthh is defined as that por..on of net worththat consists of cash, cash equivalents and readily marketable securi..es.o) If I am (we are) a resident of New Mexico, I (we) cer..fy that in addi..on to the suitability standards above, I (we) must limitmy (our) investment in the Company and its affiliates to 10% of my (our) net worth.p) If I am (we are) a resident of North Dakota, I (we) cer..fy that I (we) have a net worth of at least ten ..mes my (our) investmentin the Company and its affiliates and that I (we) meet one of the established suitability standards.q) If I am (we are) a resident of Ohio, I (we) cer..fy that my (our) aggregate investment in this offering, Affiliates of the issuer,and in other non]traded business development companies does not exceed 10% of my (our) liquid net worth. For this purposegliquid net worthh is defined as that por..on of net worth (total assets exclusive of home, home furnishings, and autor)If I am (we are) a resident of Oregon, I (we) cer..fy that in addi..on to the suitability standards above, I (we) must limit my(our) investment in the Company and its affiliates to 10% of my (our) net worth.s) If I am (we are) a resident of Oklahoma, I (we) cer..fy that my (our) aggregate investments in the Company is not more than10% of my (our) net worth (excluding home, home furnishings and automobiles).t) ) If I am (we are) a resident of Tennessee, I (we) cer..fy that in addi..on to the suitability requirements described above, I(we) have (i) either (a) an annual gross income of at least $100,000 and a net worth of at least $100,000, or (b) a net worth ofat least $500,000 (exclusive of home, home furnishings and automobiles); and (ii) maximum investment in this offering will notexceed 10% of the investorfs net worth.SUBSTITUTE IRS FORM W]9 CERTIFICATIONI (we) declare that the informa..on supplied in this subscrip..on agreement is true and correct and may be relied upon by the Company in connec..on with my (our)investment in the Company. Under penal..es of perjury, each investor signing below cer..fies that (1) the number shown in the Investor Social Security Number/Taxpayer Iden..fica..on Number field in Sec..on 3 of this form is my correct taxpayer iden..fica..on number (or I am wai..ng for a number to be issued to me), and (2)I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been no..fied by the Internal Revenue Service (IRS) that Iam subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has no..fied me that I am no longer subject to backup withholding,and (3) I am a U.S. person (including a non]resident alien). NOTE: You must cross out item (2) above if you have been no..fied by the IRS that you arecurrently subject to backup withholding because you have failed to report all interest and dividends on your tax return. The Internal Revenue Service does notrequire your consent to any provision of this document other than this cer..fica..on, which is required to avoid backup withholding.Owner or authorized person: Print Name Signature DateOwner or authorized person: Print Name Signature DateSignature of Custodian (if applicable) Date 

 

 

  

 

8. BROKER]DEALER INFORMATION (All fields mandatory) The undersigned confirm on behalf of the Broker]Dealer that they (i) are registered in the state in which the sale of the Shares to the investor execu..ng this Subscrip...on Agreement has been made and that the offering of the Shares is registered for sale in such state; (ii) have reasonable grounds to believe that the informa...on and representa..ons concerning the investor iden..fied herein are true, correct and complete in all respects; (iii) have discussed such investorfs prospec]...ve purchase of Shares with such investor; (iv) have advised such investor of all per..nent facts with regard to the fundamental risks of the investment, includingthe lack of liquidity and marketability of the Shares; (v) have delivered a current Prospectus and related supplements, if any, to such investor ; (vi) have reasonablegrounds to believe that the investor is purchasing these Shares for his or her own account; and (vii) have reasonable grounds to believe that the purchase ofshares is a suitable investment for such investor, that the undersigned will obtain and retain records rela..ng to such investorfs suitability for a period of six years,that such investor meets the suitability standards applicable to such investor set forth in the Prospectus and related supplements, if any, that such investor is in afinancial posi..on to enable such investor to realize the benefits of such an investment and to suffer any loss that may occur with respect thereto and that suchinvestor has an understanding of the fundamental risks of the investment, the background and qualifica..ons of the persons managing the Company and the taxconsequences of purchasing and owning Shares.The undersigned Financial Advisor further represents and cer..fies that, in connec..on with this subscrip..on for Shares, he or she has complied with and has followedall applicable policies and procedures under his or her firmfs exis..ng An..]Money Laundering Program and Customer Iden..fica..on Program in accordancewith Sec..on 326 of the USA PATRIOT ACTNOTICE TO STOCKHOLDER OF ISSUANCE OFUNCERTIFICATED SHARES OF COMMON STOCKContaining the informa..on required by Sec..on 2]221of the Maryland General Corpora..on LawTo: StockholderFrom: VII Peaks Co]Op..vistTM Income BDC II, Inc.Shares of Common Stock, $0.001 par value per shareVII Peaks Co]Op..vistTM Income BDC II, Inc., a Maryland Corpora..on (the gCorpora..onh), is issuing to you, subject to acceptance by the Corpora..on, the number of shares of its commonstock (the gSharesh) that correspond to the dollar amount of your subscrip..on as set forth in your subscrip..on agreement with the Corpora..on. The shares do not have physical cer..ficate.Instead, the Shares are recorded on the books and records of the Corpora..on, and this no..ce is given to you of certain informa..on rela..ng to the shares. All capitalized terms notdefined herein have the meanings set forth in the Corpora..onfs Charter, as the same may be amended from ..me to ..me, a copy of which, including the restric..ons on transfer andownership, will be furnished to each holder of shares of the Corpora..on on request, and without charge. Requests for such a copy may be directed to the Secretary of Corpora..on at itsprincipal office.The Corpora..on has the authority to issue shares of stock of more than one class. Upon the request of any stockholder, and without charge, the Corpora..on will furnish a full statementof the informa..on required by sec..on 2]221 of the Maryland General Corpora..on Law with respect to certain restric..ons on ownership and transferability, the designa..ons and anypreferences, conversion and other rights, vo..ng powers, restric..ons, limita..ons as to dividends and other distribu..ons, qualifica..ons, terms and condi..ons of redemp..on of the sharesof each class of stock which the Corpora..on has authority to issue, the differences in the rela..ve rights and preferences between the shares of each series to the extent set , and theauthority of the Board of Directors to set such rights and preferences of subsequent series. Such requests must be made to the Secretary of Corpora..on at its principal office.A]49. INVESTMENT INSTRUCTIONSBroker]Dealer Firm Name Financial Advisor NameFinancial Advisor Mailing AddressE]Mail Address Telephone Rep #Financial Advisor Signature DateBroker Dealer Supervisor Signature (MANDATORY) DateBy Wire Transfer:Account Name: Phoenix American Financial Services, Inc.as trustee for VII Peaks Capital, LLCAccount Number: 0 3 2 4 2 5 8 5 0Rou..ng Number: 1 2 1 1 0 0 7 8 2Bank Name: Bank of the WestBank Loca..on: Walnut Creek, CACustodial Accounts:Forward this subscrip..on agreement directly to your current custodianof assets.By Mail:Phoenix American Financial Services, Inc.A..n: VII PEAKS Co]Op..vist Income BDC II Service Team2401 Kerner Blvd., San Rafael, California 94901Telephone: 855]889]1778Facsimile: 415]485]4553Make all checks payable to:VII Peaks Co]Op..vist Income BDC II, Inc.(PLEASE DO NOT SUBMIT CASHIERS CHECKS OR MONEY ORDERS) 

 

 

 

  

 

APPENDIX A ] TRUSTEE CERTIFICATION OF INVESTMENT POWERSTo be completed only by Trust SubscribersThis form may be used in connec..on with investments held by a trust in VII Peaks Co]Op..vistTM Income BDC II, Inc.You are authorized to accept orders and other instruc..ons from those individuals or en....es listed below, unless their authority is expresslylimited on this cer..fica..on (a..ach extra pages, if necessary.)Please select one of the following three op..ons:The Trustee(s) listed below may act as a majority as provided in the trust document referenced above.The Trustee(s) listed below may act independently as provided in the trust document referenced above.The Trustee(s) listed below must act collec..vely as provided in the trust document referenced above.(a) We cer..fy that we have the power under the Trust and applicable law to enter into transac..ons involving the establishment and modifica]...on of subscrip..ons pertaining to investments in VII Peaks Co]Op..vistTM Income BDC II, Inc. in respect of which the Trust has submi..ed asubscrip..on agreement.(b) We understand you, at your sole discre..on and for your sole protec..on, may require the wri..en consent of any or all Trustees prior toac..ng upon the instruc..ons of any individual Trustee. We, the Trustee(s), jointly and severally shall indemnify you and hold you harmlessfrom any liability for effec..ng any orders, transac..ons and instruc..ons, if you act pursuant to instruc..ons you believe to have been givenby any of the authorized individuals listed under Sec..on 4 below.(c) We agree to inform you in wri..ng of any amendment to the Trust that affects its interest in VII Peaks Co]Op..vistTM Income BDC II, Inc. or itsac..ons in respect thereto, or any change in the composi..on of the Trustee(s), or any other event that could materially alter the cer..fica]...ons made above. You may rely on the con..nued validity of this cer..fica..on indefinitely absent actual receipt of such no..ce.All Trustees must sign. Should only one person execute this agreement, it shall cons..tute a representa..on that the signer is the sole Trustee.A..ach extra pages if necessary.A]5Complete Name of the Trust:Successor Trustees:Date of the Trust: Date of the Latest Amendment:Successor Trustees:Successor Trustees:Successor Trustees:Revocable/ Living Trust (YES/NO):Trustee Name (Please print) Signature DateTrustee Name (Please print) Signature DateTrustee Name (Please print) Signature DateTrustee Name (Please print) Signature DateTRUST INFORMATIONAUTHORIZED INDIVIDUAL(S)INVESTMENTS PERMITTEDTRUSTEE SIGNATURESSUCCESSOR TRUSTEES Please complete this sec..on if applicable.

 

 

  

 

APPENDIX B ] CORPORATE/LLC/LP RESOLUTIONTo be completed only by Corporate/LLC/LP SubscribersThis form may be used by any new/current investor(s) (an gInvestorh) to grant designated officer(s)/member(s)/partner(s) of an en..ty(corpora..on/LLC/LP full authority regarding an investment in VII Peaks Co]Op..vistTM Income BDC II, Inc.I hereby cer..fy that pursuant to:(a) a valid mee..ng of the board of directors/members/partners ofan en..ty organized and exis..ng under and by virtue of the laws of the State of (thegEn..tyh), at which said mee..ng a quorum was present and ac..ng throughout, or(b) a valid wri..en consent of such a board of directors/members/partners,the following resolu..on was adopted and remains in full force and effect without modifica..on through the date set forth above:RESOLVED, that any officers/members/partners of the en..ty listed below are, and any one of them hereby is, fully authorized, empowered, anddirected to invest and to make any modifica..ons to investments in VII Peaks Co]Op..vistTM Income BDC II, Inc. and that each of such officers/members/partners is hereby authorized, empowered, and directed to execute, deliver on behalf of the en..ty and cause the en..ty to perform,under any and all agreements, instruments and other documents, and to take such ac..ons as such officer may reasonably deem necessary oradvisable to carry out such investments or modifica..ons thereto.I further cer..fy that the authority thereby conferred is not inconsistent with the Charter or Bylaws/agreements of this en..ty, and that the followingis a true and correct list of the officers/members/partners of this en..ty as of the present date.Please list all officers/members/partners of the en..ty who meet the requirements listed above.A]6Name: Title:Name: Title:Name: Title:In Witness Whereof, I have hereunto set my hand this day of 20Secretary OFFICERS/ MEMBERS/ PARTNERS