Exhibit 10.5


 


INDEMNIFICATION AGREEMENT


 


THIS INDEMNIFICATION AGREEMENT (“Agreement”)
is made and entered into as of the [ ]th day of [ ], by and between Lafayette Square Empire BDC, LLC, a Delaware limited liability company
(together with any successor thereto, including, after conversion to a Delaware corporation, Lafayette Square Empire BDC, Inc., the “Company”),
and [ ] (“Indemnitee”).


 


WHEREAS, at the request of the Company, Indemnitee
currently serves as a director or officer of the Company and may, therefore, be subjected to claims, suits or proceedings arising as a
result of his or her service; and


 


WHEREAS, as an inducement to Indemnitee to continue
to serve as such director or officer, the Company has agreed to indemnify and to advance expenses and costs incurred by Indemnitee in
connection with any such claims, suits or proceedings; and


 


WHEREAS, the parties by this Agreement desire to
set forth their agreement regarding indemnification and advance of expenses;


 


NOW, THEREFORE, in consideration of the premises
and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:


 


Section 1.                  
Definitions. For purposes of this Agreement:


 


(a)               
“1940 Act” means the Investment Company Act of 1940, as amended, and rules thereunder.


 


(b)               
“Applicable Legal Rate” means a fixed rate of interest equal to the applicable federal rate for mid-term debt instruments
as of the day that it is determined that Indemnitee must repay any advanced expenses.


 


(c)               
“Change in Control” means a change in control of the Company occurring after the Effective Date of a nature that would
be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on any
similar schedule or form) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), whether
or not the Company is then subject to such reporting requirement; provided, however, that, without limitation, such a Change in Control
shall be deemed to have occurred if, after the Effective Date (i) any “person” (as such term is used in Sections 13(d) and
14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of the Company representing 15% or more of the combined voting power of all of the Company’s then-outstanding
securities entitled to vote generally in the election of directors without the prior approval of at least two-thirds of the members of
the Board of Directors in office immediately prior to such person’s attaining such percentage interest; (ii) the Company is a party
to a merger, consolidation, sale of assets, plan of liquidation or other reorganization not approved by at least two-thirds of the members
of the Board of Directors then in office, as a consequence of which members of the Board of Directors in office immediately prior to such
transaction or event constitute less than a majority of the Board of Directors thereafter; or (iii) at any time, a majority of the members
of the Board of Directors are not individuals (A) who were directors as of the Effective Date or (B) whose election by the Board of Directors
or nomination for election by the Company’s stockholders was approved by the affirmative vote of at least two-thirds of the directors
then in office who were directors as of the Effective Date or whose election for nomination for election was previously so approved.


 






    	 	 



     


    

 


(d)               
 “Corporate Status” means the status of a person as a present or former director, officer, employee or agent of the
Company or as a director, trustee, officer, partner, manager, managing member, fiduciary, employee or agent of any other foreign or domestic
corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise that such person
is or was serving in such capacity at the request of the Company. As a clarification and without limiting the circumstances in which Indemnitee
may be serving at the request of the Company, service by Indemnitee shall be deemed to be at the request of the Company if Indemnitee
serves or served as a director, trustee, officer, partner, manager, managing member, fiduciary, employee or agent of any corporation,
partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise (i) of which a majority of the
voting power or equity interest is owned directly or indirectly by the Company or (ii) the management of which is controlled directly
or indirectly by the Company.


 


(e)               
“Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding in respect
of which indemnification and/or advance of Expenses is sought by Indemnitee.


 


(f)                
“Effective Date” means the date set forth in the first paragraph of this Agreement.


 


(g)               
“Expenses” means any and all reasonable and out-of-pocket attorneys’ fees and costs, retainers, court costs,
transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage,
delivery service fees, federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any
payments under this Agreement, ERISA excise taxes and penalties and any other disbursements or expenses incurred in connection with prosecuting,
defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in or otherwise participating in a Proceeding.
Expenses shall also include Expenses incurred in connection with any appeal resulting from any Proceeding including, without limitation,
the premium for, security for and other costs relating to any cost bond supersede as bond or other appeal bond or its equivalent.


 


(h)               
“Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law
and neither is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either
such party (other than with respect to matters concerning Indemnitee under this Agreement or of other indemnitees under similar indemnification
agreements), or (ii) any other party to or participant or witness in the Proceeding giving rise to a claim for indemnification or advance
of Expenses hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under
the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company
or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.


 


(i)                
“Proceeding” means any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism,
investigation, inquiry, administrative hearing or any other proceeding, whether brought by or in the right of the Company or otherwise
and whether of a civil (including intentional or unintentional tort claims), criminal, administrative or investigative (formal or informal)
nature, including any appeal therefrom, except one pending or completed on or before the Effective Date, unless otherwise specifically
agreed in writing by the Company and Indemnitee. If Indemnitee reasonably believes that a given situation may lead to or culminate in
the institution of a Proceeding, such situation shall also be considered a Proceeding.


 


 


Section 2.                  
Services by Indemnitee. Indemnitee will serve as a director or officer of the Company. However, this Agreement shall not
impose any independent obligation on Indemnitee or the Company to continue Indemnitee’s service to the Company. This
Agreement shall not be deemed an employment contract between the Company (or any other entity) and Indemnitee.


 






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Section 3.                  
General. Subject to the limitations in Section 5, the Company shall indemnify, and advance Expenses to, Indemnitee (a) as
provided in this Agreement and (b) as otherwise permitted by the 1940 Act, including Section 17 (h) therein, Delaware law in effect on
the Effective Date and as amended from time to time; provided, however, that no change in Delaware law shall have the effect of reducing
the benefits available to Indemnitee hereunder based on Delaware law as in effect on the Effective Date. Subject to the limitations in
Section 5, the rights of Indemnitee provided in this Section 3 shall include, without limitation, the rights set forth in the other sections
of this Agreement, including any additional indemnification permitted by Section 145(f) of the Delaware General Corporation Law (the “DGCL”).


 


Section 4.                  
Standard for Indemnification. Subject to the limitations in Section 5, if, by reason of Indemnitee’s Corporate Status,
Indemnitee is, or is threatened to be, made a party to any Proceeding, the Company shall indemnify Indemnitee against all judgments, penalties,
fines and amounts paid in settlement and all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in
connection with any such Proceeding unless it is established by clear and convincing evidence that (a) the act or omission of Indemnitee
was material to the matter giving rise to the Proceeding and (i) was committed in bad faith or (ii) was the result of active and deliberate
dishonesty, (b) Indemnitee actually received an improper personal benefit in money, property or services or (c) in the case of any criminal
Proceeding, Indemnitee had reasonable cause to believe that his or her conduct was unlawful.


 


Section 5.                  
Certain Limits on Indemnification. Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled
to:


 


(a)               
indemnification for any loss or liability unless all of the following conditions are met: (i) Indemnitee has determined, in good
faith, that the course of conduct that caused the loss or liability was in the best interests of the Company; (ii) Indemnitee was acting
on behalf of or performing services for the Company; (iii) such loss or liability was not the result of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct of his or her office; and (iv) such indemnification is recoverable
only out of the Company’s net assets and not from the Company’s stockholders;


 


(b)               
indemnification for any loss or liability arising from an alleged violation of federal or state securities laws unless one or more
of the following conditions are met: (i) there has been a successful adjudication on the merits of each count involving alleged material
securities law violations as to Indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent
jurisdiction as to Indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against Indemnitee and finds
that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification
has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory
authority in which securities of the Company were offered or sold as to indemnification for violations of securities laws;


 


(c)               
indemnification hereunder if the Proceeding was one by or in the right of the Company and Indemnitee is adjudged to be liable to
the Company;


 


(d)               
indemnification hereunder if Indemnitee is adjudged to be liable on the basis that personal benefit was improperly received in
any Proceeding charging improper personal benefit to Indemnitee, whether or not involving action in the Indemnitee’s Corporate Status;
or


 




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(e)               
 indemnification or advance of Expenses hereunder if the Proceeding was brought by Indemnitee, unless: (i) the Proceeding was brought
to enforce indemnification under this Agreement, and then only to the extent in accordance with and as authorized by Section 11 of this
Agreement, or (ii) the Company’s charter or Bylaws, a resolution of the stockholders entitled to vote generally in the election
of directors or of the Board of Directors or an agreement approved by the Board of Directors to which the Company is a party expressly
provide otherwise.


 


Section 6.                  
Indemnification for Expenses of an Indemnitee Who is Wholly or Partly Successful. Subject to the limitations in Section
5, to the extent that Indemnitee was or is, by reason of his or her Corporate Status, made a party to (or otherwise becomes a participant
in) any Proceeding and is successful, on the merits or otherwise, in the defense of such Proceeding, Indemnitee shall be indemnified for
all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith. If Indemnitee is
not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues
or matters in such Proceeding, the Company shall indemnify Indemnitee under this Section 6 for all Expenses actually and reasonably incurred
by Indemnitee or on Indemnitee’s behalf in connection with each such claim, issue or matter, allocated on a reasonable and proportionate
basis. For purposes of this Section 6, and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal,
with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.


 


Section 7.                  
Advance of Expenses for an Indemnitee. Subject to the limitations described in Section 3 herein, if, by reason of Indemnitee’s
Corporate Status, Indemnitee is, or is threatened to be, made a party to any Proceeding, the Company shall, without requiring a preliminary
determination of Indemnitee’s ultimate entitlement to indemnification hereunder, advance all reasonable Expenses incurred by or
on behalf of Indemnitee in connection with (a) such Proceeding which is initiated by a third party who is not a stockholder of the Company,
or (b) such Proceeding which is initiated by a stockholder of the Company acting in his or her capacity as such, within ten days after
the receipt by the Company of a statement or statements requesting such advance or advances from time to time, whether prior to or after
final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall
include or be preceded or accompanied by a written affirmation by Indemnitee of Indemnitee’s good faith belief that the standard
of conduct necessary for indemnification by the Company as authorized by law and by this Agreement has been met and a written undertaking
by or on behalf of Indemnitee, in substantially the form attached hereto as Exhibit A or in such form as may be required under
applicable law as in effect at the time of the execution thereof, to reimburse the portion of any Expenses advanced to Indemnitee, together
with the Applicable Legal Rate of interest thereon, relating to claims, issues or matters in the Proceeding as to which it shall ultimately
be established, by clear and convincing evidence, that the standard of conduct has not been met by Indemnitee and which have not been
successfully resolved as described in Section 6 of this Agreement. To the extent that Expenses advanced to Indemnitee do not relate to
a specific claim, issue or matter in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basis. The undertaking
required by this Section 7 shall be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference
to Indemnitee’s financial ability to repay such advanced Expenses and without any requirement to post security therefor.


 


Section 8.                  
Indemnification and Advance of Expenses as a Witness or Other Participant. Subject to the limitations in Section 5, to the
extent that Indemnitee is or may be, by reason of Indemnitee’s Corporate Status, made a witness or otherwise asked to participate
in any Proceeding, whether instituted by the Company or any other party, and to which Indemnitee is not a party, Indemnitee shall be advanced
all reasonable Expenses and indemnified against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf
in connection therewith within ten days after the receipt by the Company of a statement or statements requesting any such advance or indemnification
from time to time, whether prior to or after final disposition of such Proceeding.
Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee.


 




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Section 9.                  
Procedure for Determination of Entitlement to Indemnification.


 


(a)               
To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or
therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether
and to what extent Indemnitee is entitled to indemnification. Indemnitee may submit one or more such requests from time to time and at
such time(s) as Indemnitee deems appropriate in Indemnitee’s sole discretion. The officer of the Company receiving any such request
from Indemnitee shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that Indemnitee
has requested indemnification.


 


(b)               
Upon written request by Indemnitee for indemnification pursuant to Section 9(a) above, a determination, if required by applicable
law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control shall
have occurred, by Independent Counsel, in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee,
which Independent Counsel shall be selected by Indemnitee and approved by the Board of Directors in accordance with Section 145(d) of
DGCL, which approval shall not be unreasonably withheld; or (ii) if a Change in Control shall not have occurred, (A) by a majority vote
of the Disinterested Directors, even though less than a quorum, or (B) by a committee of Disinterested Directors designated by majority
vote of Disinterested Directors, even though less than a quorum, or (C) if there are no Disinterested Directors, or if Disinterested Directors
so direct in accordance with Section 145(d) of DGCL, by Independent Counsel, in a written opinion to the Board of Directors, a copy of
which shall be delivered to Indemnitee or (D) if so directed by a majority of the members of the Board of Directors, by the stockholders
of the Company. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten
days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to
Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request
any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee
and reasonably necessary to such determination in the discretion of the Board of Directors or Independent Counsel if retained pursuant
to clause (ii)(B) of this Section 9(b). Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making
such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification)
and the Company shall indemnify and hold Indemnitee harmless therefrom.


 


(c)               
The Company shall pay the reasonable fees and expenses of Independent Counsel, if one is appointed.


 


Section 10.               
Presumptions and Effect of Certain Proceedings.


 


(a)               
In making any determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such
determination shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request
for indemnification in accordance with Section 9(a) of this Agreement, and the Company shall have the burden of proof to overcome that
presumption in connection with the making of any determination contrary to that presumption.


 




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(b)               
 The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, upon
a plea of nolo contendere or its equivalent, or entry of an order of probation prior to judgment, does not create a presumption
that Indemnitee did not meet the requisite standard of conduct described herein for indemnification.


 


(c)               
The knowledge and/or actions, or failure to act, of any other director, officer, employee or agent of the Company or any other
director, trustee, officer, partner, manager, managing member, fiduciary, employee or agent of any other foreign or domestic corporation,
partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise shall not be imputed to Indemnitee
for purposes of determining any other right to indemnification under this Agreement.


 


Section 11.              
Remedies of Indemnitee.


 


(a)               
If (i) a determination is made pursuant to Section 9(b) of this Agreement that Indemnitee is not entitled to indemnification under
this Agreement, (ii) advance of Expenses is not timely made pursuant to Sections 7 or 8 of this Agreement, (iii) no determination of entitlement
to indemnification shall have been made pursuant to Section 9(b) of this Agreement within 60 days after receipt by the Company of the
request for indemnification, (iv) payment of indemnification is not made pursuant to Sections 6 or 8 of this Agreement within ten days
after receipt by the Company of a written request therefor, or (v) payment of indemnification pursuant to any other section of this Agreement
or the charter or Bylaws of the Company is not made within ten days after a determination has been made that Indemnitee is entitled to
indemnification, Indemnitee shall be entitled to an adjudication in the Court of Chancery of the State of Delaware, or in any other court
of competent jurisdiction, of Indemnitee’s entitlement to such indemnification or advance of Expenses. Alternatively, Indemnitee,
at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration
Rules of the American Arbitration Association. Indemnitee shall commence a proceeding seeking an adjudication or an award in arbitration
within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 11(a);
provided, however, that the foregoing clause shall not apply to a proceeding brought by Indemnitee to enforce his or her rights under
Section 6 of this Agreement. Except as set forth herein, the provisions of Delaware law (without regard to its conflicts of laws rules)
shall apply to any such arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.


 


(b)               
In any judicial proceeding or arbitration commenced pursuant to this Section 11, Indemnitee shall be presumed to be entitled to
indemnification or advance of Expenses, as the case may be, under this Agreement and the Company shall have the burden of proving that
Indemnitee is not entitled to indemnification or advance of Expenses, as the case may be. If Indemnitee commences a judicial proceeding
or arbitration pursuant to this Section 11, Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section
7 of this Agreement until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which
all rights of appeal have been exhausted or lapsed). The Company shall, to the fullest extent not prohibited by law, be precluded from
asserting in any judicial proceeding or arbitration commenced pursuant to this Section 11 that the procedures and presumptions of this
Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company
is bound by all of the provisions of this Agreement.


 


(c)               
If a determination shall have been made pursuant to Section 9(b) of this Agreement that Indemnitee is entitled to indemnification,
the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 11, absent
a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not
materially misleading, in connection with the request for indemnification.


 




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(d)               
 In the event that Indemnitee is successful in seeking, pursuant to this Section 11, a judicial adjudication of or an award in
arbitration to enforce Indemnitee’s rights under, or to recover damages for breach of, this Agreement, Indemnitee shall be entitled
to recover from the Company, and shall be indemnified by the Company for, any and all Expenses actually and reasonably incurred by him
or her in such judicial adjudication or arbitration. If it shall be determined in such judicial adjudication or arbitration that Indemnitee
is entitled to receive part but not all of the indemnification or advance of Expenses sought, the Expenses incurred by Indemnitee in connection
with such judicial adjudication or arbitration shall be appropriately prorated.


 


(e)               
Interest shall be paid by the Company to Indemnitee at the maximum rate allowed to be charged for judgments under Delaware law
for amounts which the Company pays or is obligated to pay for the period (i) commencing with either the tenth day after the date on which
the Company was requested to advance Expenses in accordance with Sections 7 or 8 of this Agreement or the 60th day after the
date on which the Company was requested to make the determination of entitlement to indemnification under Section 9(b) of this Agreement,
as applicable, and (ii) and ending on the date such payment is made to Indemnitee by the Company.


 


Section 12.              
Defense of the Underlying Proceeding.


 


(a)               
Indemnitee shall notify the Company promptly in writing upon being served with any summons, citation, subpoena, complaint, indictment,
request or other document relating to any Proceeding which may result in the right to indemnification or the advance of Expenses hereunder
and shall include with such notice a description of the nature of the Proceeding and a summary of the facts underlying the Proceeding.
The failure to give any such notice shall not disqualify Indemnitee from the right, or otherwise affect in any manner any right of Indemnitee,
to indemnification or the advance of Expenses under this Agreement unless the Company’s ability to defend in such Proceeding or
to obtain proceeds under any insurance policy is materially and adversely prejudiced thereby, and then only to the extent the Company
is thereby actually so prejudiced.


 


(b)               
Subject to the provisions of the last sentence of this Section 12(b) and of Section 12(c) below, the Company shall have the right
to defend Indemnitee in any Proceeding which may give rise to indemnification hereunder; provided, however, that the Company shall notify
Indemnitee of any such decision to defend within 15 calendar days following receipt of notice of any such Proceeding under Section 12(a)
above. The Company shall not, without the prior written consent of Indemnitee, which shall not be unreasonably withheld or delayed, consent
to the entry of any judgment against Indemnitee or enter into any settlement or compromise which (i) includes an admission of fault of
Indemnitee, (ii) does not include, as an unconditional term thereof, the full release of Indemnitee from all liability in respect of such
Proceeding, which release shall be in form and substance reasonably satisfactory to Indemnitee, or (iii) would impose any Expense, judgment,
fine, penalty or limitation on Indemnitee. This Section 12(b) shall not apply to a Proceeding brought by Indemnitee under Section 11 of
this Agreement.


 


(c)               
Notwithstanding the provisions of Section 12(b) above, if in a Proceeding to which Indemnitee is a party by reason of Indemnitee’s
Corporate Status, (i) Indemnitee reasonably concludes, based upon an opinion of counsel approved by the Company, which approval shall
not be unreasonably withheld, that Indemnitee may have separate defenses or counterclaims to assert with respect to any issue which may
not be consistent with other defendants in such Proceeding, (ii) Indemnitee reasonably concludes, based upon an opinion of counsel approved
by the Company, which approval shall not be unreasonably withheld, that an actual or apparent conflict of interest or potential conflict
of interest exists between Indemnitee and the Company, or (iii) if the Company fails to assume the defense of such Proceeding in a timely
manner, Indemnitee shall be entitled to be represented by separate legal counsel of Indemnitee’s choice, subject to the prior approval
of the Company, which approval shall not be unreasonably withheld, at the expense of the
Company. In addition, if the Company fails to comply with any of its obligations under this Agreement or in the event that the Company
or any other person takes any action to declare this Agreement void or unenforceable, or institutes any Proceeding to deny or to recover
from Indemnitee the benefits intended to be provided to Indemnitee hereunder, Indemnitee shall have the right to retain counsel of Indemnitee’s
choice, subject to the prior approval of the Company, which approval shall not be unreasonably withheld, at the expense of the Company
(subject to Section 11(d) of this Agreement), to represent Indemnitee in connection with any such matter.


 




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Section 13.              
Non-Exclusivity; Survival of Rights; Subrogation.


 


(a)               
The rights of indemnification and advance of Expenses as provided by this Agreement shall not be deemed exclusive of any other
rights to which Indemnitee may at any time be entitled under applicable law, the charter or Bylaws of the Company, any agreement or a
resolution of the stockholders entitled to vote generally in the election of directors or of the Board of Directors, or otherwise. Unless
consented to in writing by Indemnitee, no amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or
restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his or her Corporate
Status prior to such amendment, alteration or repeal, regardless of whether a claim with respect to such action or inaction is raised
prior or subsequent to such amendment, alteration or repeal. No right or remedy herein conferred is intended to be exclusive of any other
right or remedy, and every other right or remedy shall be cumulative and in addition to every other right or remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion of any right or remedy hereunder, or otherwise, shall not prohibit
the concurrent assertion or employment of any other right or remedy.


 


(b)               
In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights
of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution
of such documents as are necessary to enable the Company to bring suit to enforce such rights.


 


Section 14.              
Insurance. The Company will use its reasonable best efforts to acquire directors and officers liability insurance, on terms
and conditions deemed appropriate by the Board of Directors, with the advice of counsel, covering Indemnitee or any claim made against
Indemnitee by reason of his or her Corporate Status and covering the Company for any indemnification or advance of Expenses made by the
Company to Indemnitee for any claims made against Indemnitee by reason of his or her Corporate Status. Without in any way limiting any
other obligation under this Agreement, the Company shall indemnify Indemnitee for any payment by Indemnitee arising out of the amount
of any deductible or retention and the amount of any excess of the aggregate of all judgments, penalties, fines, settlements and Expenses
incurred by Indemnitee in connection with a Proceeding over the coverage of any insurance referred to in the previous sentence. The purchase,
establishment and maintenance of any such insurance shall not in any way limit or affect the rights or obligations of the Company or Indemnitee
under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee
shall not in any way limit or affect the rights or obligations of the Company under any such insurance policies. If, at the time the Company
receives notice from any source of a Proceeding to which Indemnitee is a party or a participant (as a witness or otherwise), the Company
has director and officer liability insurance in effect, the Company shall give prompt notice of such Proceeding to the insurers in accordance
with the procedures set forth in the respective policies.


 


Section 15.              
Coordination of Payments. The Company shall not be liable under this Agreement to make any payment of amounts otherwise
indemnifiable or payable or reimbursable as Expenses hereunder if and to the extent that Indemnitee has otherwise
actually received such payment under any insurance policy, contract, agreement or otherwise.


 




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Section 16.              
Duration of Agreement; Binding Effect.


 


(a)               
This Agreement shall continue until and terminate on the later of (i) the date that Indemnitee shall have ceased to serve as a
director, officer, employee or agent of the Company or as a director, trustee, officer, partner, manager, managing member, fiduciary,
employee or agent of any other foreign or domestic corporation, real estate investment trust, partnership, limited liability company,
joint venture, trust, employee benefit plan or other enterprise that such person is or was serving in such capacity at the request of
the Company and (ii) the date that Indemnitee is no longer subject to any actual or possible Proceeding (including any rights of appeal
thereto and any Proceeding commenced by Indemnitee pursuant to Section 11 of this Agreement).


 


(b)               
The indemnification and advance of Expenses provided by, or granted pursuant to, this Agreement shall be binding upon and be enforceable
by the parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase, merger, consolidation
or otherwise to all or substantially all of the business or assets of the Company), shall continue as to an Indemnitee who has ceased
to be a director, officer, employee or agent of the Company or a director, trustee, officer, partner, manager, managing member, fiduciary,
employee or agent of any other foreign or domestic corporation, partnership, limited liability company, joint venture, trust, employee
benefit plan or other enterprise that such person is or was serving in such capacity at the request of the Company, and shall inure to
the benefit of Indemnitee and Indemnitee’s spouse, assigns, heirs, devisees, executors and administrators and other legal representatives.


 


(c)               
The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise)
to all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance
satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the
Company would be required to perform if no such succession had taken place.


 


(d)               
The Company and Indemnitee agree that a monetary remedy for breach of this Agreement, at some later date, may be inadequate, impracticable
and difficult of proof, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto agree
that Indemnitee may enforce this Agreement by seeking injunctive relief and/or specific performance hereof, without any necessity of showing
actual damage or irreparable harm and that by seeking injunctive relief and/or specific performance, Indemnitee shall not be precluded
from seeking or obtaining any other relief to which Indemnitee may be entitled. Indemnitee shall further be entitled to such specific
performance and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, without
the necessity of posting bonds or other undertakings in connection therewith. The Company acknowledges that, in the absence of a waiver,
a bond or undertaking may be required of Indemnitee by a court, and the Company hereby waives any such requirement of such a bond or undertaking.


 


Section 17.              
Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for
any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without
limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal
or unenforceable that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall
remain enforceable to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary
to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the
fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence
of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable)
shall be construed so as to give effect to the intent manifested thereby.


 




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Section 18.              
Identical Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes
be deemed to be an original but all of which together shall constitute one and the same Agreement. One such counterpart signed by the
party against whom enforceability is sought shall be sufficient to evidence the existence of this Agreement.


 


Section 19.              
Headings. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to
constitute part of this Agreement or to affect the construction thereof.


 


Section 20.              
Modification and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed in
writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver
of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.


 


Section 21.              
Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have
been duly given if (i) delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed,
on the day of such delivery, or (ii) mailed by certified or registered mail with postage prepaid, on the third business day after the
date on which it is so mailed:


 


(a)               
If to Indemnitee, to the address set forth on the signature page hereto.


 


(b)               
If to the Company, to:


 


       [ ]


 


or to such other address as may have been furnished in writing to Indemnitee
by the Company or to the Company by Indemnitee, as the case may be.


 


Section 22.              
Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State
of Delaware, without regard to its conflicts of laws rules.


 


 


[SIGNATURE PAGE FOLLOWS]


 




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IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the day and year first above written.


 


	 	LAFAYETTE SQUARE EMPIRE BDC, LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


	
     

    
	INDEMNITEE
	 	 
	 	 
	 	Name:
	 	Address:



 






    	 	 



     


    

 


EXHIBIT A


 


AFFIRMATION AND UNDERTAKING TO REPAY EXPENSES ADVANCED


 


		To:	The Board of Directors of Lafayette Square Empire BDC, Inc.



 


		Re:	Affirmation and Undertaking



 


Ladies and Gentlemen:


 


This Affirmation and Undertaking is being provided
pursuant to that certain Indemnification Agreement, dated the 26th day of April, 2021, by and between Lafayette Square Empire BDC, Inc.,
a Delaware corporation (the “Company”), and the undersigned Indemnitee (the “Indemnification Agreement”), pursuant
to which I am entitled to advance of Expenses in connection with [Description of Proceeding] (the “Proceeding”).


 


Terms used herein and not otherwise defined shall
have the meanings specified in the Indemnification Agreement.


 


I am subject to the Proceeding by reason of my
Corporate Status or by reason of alleged actions or omissions by me in such capacity. I hereby affirm my good faith belief that at all
times, insofar as I was involved as a director of the Company, in any of the facts or events giving rise to the Proceeding, I (1) did
not act with bad faith or active or deliberate dishonesty, (2) did not receive any improper personal benefit in money, property or services
and (3) in the case of any criminal proceeding, had no reasonable cause to believe that any act or omission by me was unlawful.


 


In consideration of the advance of Expenses by
the Company for reasonable attorneys’ fees and related Expenses incurred by me in connection with the Proceeding (the “Advanced
Expenses”), I hereby agree that if, in connection with the Proceeding, it is established that (1) such Advanced Expenses are subject
to the limitations and disqualifications described in the Indemnification Agreement or (2) an act or omission by me was material to the
matter giving rise to the Proceeding and (a) was committed in bad faith or (b) was the result of active and deliberate dishonesty or (3)
I actually received an improper personal benefit in money, property or services or (4) in the case of any criminal proceeding, I had reasonable
cause to believe that the act or omission was unlawful, then I shall promptly reimburse the portion of the Advanced Expenses, together
with the Applicable Legal Rate of interest thereon, relating to the claims, issues or matters in the Proceeding as to which the foregoing
findings have been established.


 





	 	 
	 	Name: