Exhibit 10.3


 


License Agreement


 


between


 


101 HUNTINGTON HOLDINGS, LLC


 


a Delaware limited liability company


 


as “Licensor”


 


And


 


AUDAX CREDIT BDC INC.


 


a Delaware corporation


 


as “Licensee”


 


dated [_____], 2015


 




    	 



    	 



    

 


PREAMBLE


 


WHEREAS,
Licensor owns the rights in and to the business designation “Audax”;


 


WHEREAS, Licensee desires to use
the business designation “Audax” under license from Licensor as company name and Licensor is willing to grant such
license upon the terms and conditions set forth in this Agreement.


 


NOW , THEREFORE, the Parties agree as
follows:


 


		1.	Definitions



 


		1.1	"Name" shall mean the business designation “Audax”.



 


		1.2.	"Business Operations" shall mean the all business activities of Licensee that
fall in the scope of the purpose of the Licensee as defined in its Certificate of Formation and/or Articles of Incorporation, as
amended from time to time, including but not limited to its investing activities in connection with its operation as a business
development company under the 1940 Act.



 


		1.3	"Territory" shall mean the world.



 


		1.4	"1940 Act" shall mean the Investment Company Act of 1940, as amended.



 


		1.5	"Advisory Agreement" shall mean the Investment Advisory Agreement, dated as of
[_____], 2015, by and between the Licensee and the Adviser, as it may be amended from time to time.



 


		1.6	"Adviser" shall mean Audax Management Company (NY), LLC, a Delaware limited liability
company, that serves as investment adviser to the Licensee pursuant to the Advisory Agreement.



 


		2.	License Grant



 


		2.1	Licensor hereby grants to Licensee, under the terms and conditions of this Agreement, a non-exclusive,
royalty-free, revocable and non-transferable license to use the Name as part of the company name "Audax Credit BDC Inc.”



 




    	 



    	 



    

		2.2	Licensee shall not be entitled to grant any sublicenses without the prior written consent of Licensor.



 


		2.3	Licensee shall not be entitled to use the Name as a trademark or to file any trademark application
for the Name or any similar name. Notwithstanding, Licensee shall transfer and assign to Licensor any trademark which Licensee
acquires in breach of this obligation. Upon Licensor’s request, Licensee shall execute and deliver to Licensor any instruments
to accomplish or confirm the foregoing.



 


		3.	Quality Standards



 


		3.1	Licensee shall meet Licensor’s standards of quality in the performance of Business Operations
under the Name so as to enhance the value and goodwill of the Name, and Licensee shall comply in all respects with all applicable
standards required by any and all local laws or other regulations in the Territory.



 


		3.2	Licensor has the right to formulate and enforce reasonable standards of quality of performance
to be observed by Licensee in rendering Business Operations under the Name.



 


		3.3	Licensee shall, upon request of Licensor, submit to Licensor prior to the printing and/or dissemination
all brochures, advertisements and the like using the Name to allow Licensor to review the manner in which the Name is used by Licensee.



 


		3.4	Licensee shall stop immediately any use of the Name which, in the sole discretion of Licensor,
endangers the reputation of the Name. Upon request of Licensor, Licensee shall remedy such danger in the manner requested by Licensor.
Any refusal by Licensee to do so shall entitle Licensor to terminate this Agreement with immediate effect.



 


		4.	Ownership



 


		4.1	Licensee hereby agrees that, as between Licensee and Licensor, Licensor is the sole owner of the
Name and all goodwill relating thereto, and that the same, at all times, shall be and remain the sole and exclusive property of
Licensor and that Licensee, by reason of this Agreement, has not acquired any right, title, interest or claim of ownership in such
Name in the Territory and elsewhere except for the license granted herein. The use by Licensee of the Name in the Territory and
any and all goodwill arising from such use shall inure solely to the benefit of Licensor and shall be deemed to be solely the property
of Licensor in the event that this Agreement shall be terminated. Upon any termination of this Agreement, any and all rights in
and to the Name granted to Licensee shall automatically terminate.



 




    	 



    	 



    

 


		4.2	Upon termination or expiration of this Agreement, (a) Licensee shall cease all use of, and shall
immediately cause its agents, contractors, consultants, and partners to discontinue the use of the Name or any similar names, and
Licensee shall be deemed to have assigned, transferred and conveyed to Licensor any and all goodwill, title, or other rights in
and to the Name which may have been obtained by Licensee or which may have been vested in it by reason of Licensee’s activities,
(b) Licensee shall change the Licensee’s name such that the Name is deleted and Licensee shall promptly take all actions
to effectuate such name change. Upon Licensor’s request, Licensee shall execute and deliver to Licensor any documents and/or
instruments to effectuate the provisions of this Section 4.2 and/or confirm that Licensee has taken all actions to satisfy its
obligations under this Section 4.2.



 


		5.	Warranty



 


Licensor does not warrant the legal validity
of the Name and does not accept any liability that the Name may be used without infringing any third parties’ rights.


 


		6.	Penalty



 


Aside from the obligation to
cover Licensor’s actual damages and in addition to any damages to be paid by Licensee, Licensee shall pay to Licensor for
any breach of this Agreement or any use of the Name contrary to the terms of this Agreement liquidated damages in the amount of
$1,000. If such breach is not cured after a written notice of Licensor, Licensee shall pay for each month during which the breach
occurs a further liquidated damages of $1,000. Prerequisite for payment of the liquidated damanges is a prior written notice provided
by Licensor to Licensee. The termination rights of Licensor remain unaffected.


 


		7.	Infringement of Name



 


Licensee shall promptly notify Licensor
in writing of any infringement or challenge of the rights in and to the Name. Licensor shall have the exclusive right, but not
the obligation, to commence actions or proceedings against infringers. Licensee shall take no action against infringers unless
requested to do so by Licensor.




    	 



    	 



    

 


		8.	Term



 


		8.1	This Agreement shall become effective as of the date first set forth above and shall continue for
so long as the Adviser and/or its affiliate is the investment adviser to the Licensee or until expiration or termination of the
Advisory Agreement between the Licensee and the Adviser; provided, that, a termination resulting from an assignment
of the Advisory Agreement shall not trigger expiration of this Agreement if, after such assignment, either the Adviser or an affiliate
thereof continues to serve as investment adviser to the Licensee.



 


		8.2	Upon termination of this Agreement, the rights and obligations of the Parties, especially the right
of Licensee to use the Name, shall cease with exception of the obligations of Licensee set forth in Articles 4 and 6, which shall
survive any termination.



 


		9.	Assignment



 


Licensee shall not be authorized
to assign or transfer any of its rights and/or obligations under this Agreement without prior written consent of Licensor.


 


		10.	No Agency



 


Nothing in this Agreement shall be construed
to constitute either Party the agent of the other.


 


		11.	Miscellaneous



 


		11.1	This Agreement comprises the entire agreement between the Parties concerning the subject matter
hereof and supersedes and replaces all oral and written declarations of intention made by the Parties in connection with the contractual
negotiations. Changes or amendments to this Agreement must be made in writing by the Parties.



 


		11.2	This Agreement shall be governed by, and be construed in accordance with, the laws of the State
of Delaware.



 


		11.3	Place of venue for all disputes arising in connection with this Agreement or its validity shall
be in the State of Delaware, to the extent legally permissible.



 




    	 



    	 



    

 


		11.4	In the event that one or more provisions of this Agreement shall, or shall be deemed to, be invalid
or unenforceable, the validity and enforceability of the other provisions of this Agreement shall not be affected thereby. In such
case, the Parties hereto agree to recognize and give effect to such valid and enforceable provision or provisions which correspond
as closely as possible with the commercial intent of the Parties. The same shall apply in the event that this Agreement contains
any gap.



 


		11.5	This Agreement may be executed in any number of counterparts
and each of such counterparts shall together constitute one and the same instrument.



 


[Signature Page Follows]


 




    	 



    	 



    

 


IN WITNESS WHEREOF, the Parties hereto
have caused this License Agreement to be executed as of the date first written above.


 


	
         
	101 Huntington holdings, llc
	 	 	 
	 	By:	 
	 	 	Name: Geoffrey S. Rehnert
	 	 	Title: Authorized Member
	 	 	 
	 	By:	 
	 	 	Name: Marc B. Wolpow
	 	 	Title: Authorized Member
	 	 	 
	 	AUDAX CREDIT BDC INC.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


[Signature Page to License Agreement]