Browse EX-10 agreements

DOCUMENT CUSTODY AGREEMENT

INVESTCORP US PRIVATE CREDIT BDC II
Company

and

U.S. BANK NATIONAL ASSOCIATION
Document Custodian

Dated

January 10, 2023

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TABLE OF CONTENTS

Section 1.	Certain Definitions	1
Section 2.	Appointment of the Document Custodian	4
Section 3.	Delivery of Collateral Files	5
Section 4.	Release of Collateral Files	5
Section 5.	Further Obligations of the Document Custodian	6
Section 6.	Proper Instructions	6

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TRADEMARK LICENSE AGREEMENT

This TRADEMARK LICENSE AGREEMENT (this “Agreement”) is made and effective as of January 5, 2026 (the “Effective Date”) by and between CM INVESTMENT PARTNERS LLC, a Delaware limited liability company (the “Licensor”), and INVESTCORP US PRIVATE CREDIT BDC II, a Delaware Statutory Trust (the “Licensee”) (each a “party,” and collectively, the “parties”).

RECITALS

WHEREAS, the Licensor has certain common law rights in the trade name “Investcorp” (the “Licensed Mark”);

WHEREAS, Investcorp S.A. (“Investcorp”), has registered the Licensed Mark as a trademark in the United States of America (the “Territory”);

WHEREAS, Investcorp has entered into a license agreement with the Licensor under which Investcorp has agreed to grant the Licensor a non-exclusive, royalty-free license to: (1) use the Licensed Mark, and (2) for any future fund whose investment adviser is the Licensor to use the Licensed Mark;

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Execution Version

FIRST AMENDMENT TO LOAN, SECURITY

AND COLLATERAL MANAGEMENT AGREEMENT

THIS FIRST AMENDMENT TO LOAN, SECURITY AND COLLATERAL MANAGEMENT AGREEMENT (this “Amendment”), dated as of May 20, 2024 (“First Amendment Effective Date”), is entered into by and among:

(1)

INVESTCORP US PRIVATE CREDIT BDC II SPV, LLC, a Delaware limited liability company, as the borrower (the “Borrower”);

(2)

CM INVESTMENT PARTNERS LLC, a Delaware limited liability company, as the collateral manager (the “Collateral Manager”);

(3)

each of the lenders party to the agreement(as defined below; collectively, the “Lenders”);

(4)

Capital One, National Association, a national banking association, as the administrative agent (“Capital One, National Association” and in such capacity, the “Administrative Agent”); and

(5)

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,not in its individual capacity but as the collateral custodian (together with its successors and assigns in such capacity, the “Collateral Custodian”).

RECITALS

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AMENDMENT TO PROMISSORY NOTE

*** ***

This Amendment to Promissory Note (this “Amendment”) is made and entered into as of November 13, 2025, by and between:

*** ***

Borrower: Elventix Technology Corporation,a corporation organized and existing under the laws of the State of Wyoming, United States, with its registered address at 1309 Coffeen Avenue STE 1200 Sheridan, Wyoming 82801.

* *

Lender: Smarterest Incorporated, a company organized and existing under the laws of the province of Ontario, Canada, with its registered address at 150 King St W Suite 200, Toronto, Ontario, M5H 1J9, Canada.

* *

RECITALS

WHEREAS, the Borrower and Lender entered into a Promissory Note dated May 15, 2025 (the “Original Note”), in the principal amount of $188,538.00 USD;

and WHEREAS, the parties wish to correct an erroneous reference to the Maturity Date in the Original Note and to extend the Maturity Date.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

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SALE AND CONTRIBUTION AGREEMENT

between

CRESTLINE LENDING SOLUTIONS, LLC,

as Seller

and

CL LSF SPV I, LLC,

as Purchaser

Dated as of September 19, 2025

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TABLE OF CONTENTS

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AMENDED AND RESTATED CUSTODY AGREEMENT

This Agreement (the “Agreement”)is made as of September 18, 2025 (the “Effective Date”) between:

(1)Each management investment company elected to be regulated as a business development company (each, a “BDC Client”) under the 1940 Act, and each wholly-owned investment vehicle of the corresponding BDC (each, an “SPV Client”) identified on Appendix A, whose jurisdiction of formation is identified opposite its name (each BDC Client and each SPV Client are referred to herein as the “Client”, severally and not jointly, unless otherwise specified); and

(2)STATE STREET BANK AND TRUST COMPANY, a bank and trust company organized under the laws of The Commonwealth of Massachusetts, U.S.A. (the “Custodian”).

1    Definitions and Interpretation

Defined terms and the general rules of interpretation agreed by the Parties are set forth in Schedule 1.

2    Appointment of the Custodian

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Execution Version

ADMINISTRATION AGREEMENT

BETWEEN

CRESTLINE LENDING SOLUTIONS, LLC

AND

CRESTLINE MANAGEMENT, L.P.

This Administration Agreement (“Agreement”) is made as of September 2, 2025 by and between CRESTLINE LENDING SOLUTIONS, LLC, a Delaware limited liability company (the “Company”), and CRESTLINE MANAGEMENT, L.P., a Delaware limited partnership (the “Administrator”).

WHEREAS, the Company is a closed-end management investment fund that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS, the Company desires to retain the Administrator to provide administrative services to the Company in the manner and on the terms hereinafter set forth; and

WHEREAS, the Administrator is willing to provide administrative services to the Company on the terms and conditions hereafter set forth.

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LOAN FINANCING AND SERVICING AGREEMENT

dated as of September 19, 2025

CL LSF SPV I, LLC,

as Borrower

CRESTLINE LENDING SOLUTIONS, LLC,

as Equityholder and as Servicer

THE LENDERS FROM TIME TO TIME PARTIES HERETO,

DEUTSCHE BANK AG, NEW YORK BRANCH,

as Facility Agent

THE OTHER AGENTS PARTIES HERETO,

and

STATE STREET BANK AND TRUST COMPANY,

as Collateral Agent and as Collateral Custodian

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TABLE OF CONTENTS

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Execution Version

EXPENSE SUPPORT AND

REIMBURSEMENT AGREEMENT

This Expense Support and Reimbursement Agreement (the “Agreement”) is made this 2nd day of September, 2025, by and between Crestline Lending Solutions, LLC, a Delaware limited liability company (the “Company”), and Crestline Management, L.P., a Delaware limited partnership (the “Adviser”).

WHEREAS, the Company is a non-diversified, closed-end management investment company that intends to elect to be regulated as a business development company under the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS, the Company has retained the Adviser to furnish investment advisory services to the Company on the terms and conditions set forth in the investment advisory agreement, dated September 2, 2025 entered between the Company and the Adviser, as may be amended or restated (the “Advisory Agreement”);

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Execution Version

INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT

BETWEEN

CRESTLINE LENDING SOLUTIONS, LLC

AND

CRESTLINE MANAGEMENT, L.P.

This Agreement (this “Agreement”) is made this 2nd day of September, 2025, by and between CRESTLINE LENDING SOLUTIONS, LLC (the “Company”) (f/k/a CRESTLINE LENDING SOLUTIONS RAMP, LLC (the “Ramp Vehicle”), a Delaware limited liability company, and CRESTLINE MANAGEMENT, L.P. (the “Adviser”), a Delaware limited partnership.

WHEREAS, the Company is a closed-end management investment company that intends to elect to be treated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “Investment Company Act”);

WHEREAS, the Adviser is an investment adviser that is registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”); and

WHEREAS, the Company desires to retain the Adviser to furnish investment advisory services to the Company on the terms and conditions hereinafter set forth, and the Adviser wishes to be retained to provide such services;

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Execution Version

TRANSFER AGENCY AND SERVICE AGREEMENT

THIS AGREEMENT is made as of the 31st day of July, 2025, by and between STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company having its principal office and place of business at One Congress Street, Boston, Massachusetts 02114 (“State Street” or the “Transfer Agent”), and CRESTLINE LENDING SOLUTIONS, LLC, a Delaware limited liability company having its principal office and place of business at 201 Main Street, Suite 2100, Forth Worth, TX 76102 (the “Company”).

WHEREAS, the Company is a closed-end management investment company that intends to elect to be regulated as a business development company under the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS, the Company is authorized to offer units of its limited liability company interests (the “Shares”) from time to time;

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Execution Version

TRADEMARK LICENSE AGREEMENT

This TRADEMARK LICENSE AGREEMENT (this “Agreement”) is made and effective as of September 2, 2025 (the “Effective Date”) by and between Crestline Management, L.P., a Delaware limited partnership (the “Licensor”), and Crestline Lending Solutions, LLC (the “Licensee”) (each, a “party” and collectively, the “parties”).

RECITALS

WHEREAS, the Licensor the sole and exclusive owner of all right, title, and interests in and to Licensor’s trademarks and trade names, including CRESTLINE and formatives thereof and (the “Licensed Marks”);

WHEREAS, the Licensor owns registrations and applications for the Licensed Marks, including for under Registration No. 4,794,548 in the United States of America (the “Territory”);

WHEREAS, the Licensee is a closed-end investment company that intends to elect to be regulated as a business development company under the Investment Company Act of 1940, as amended;

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