Exhibit 10.5


 


LICENSE
AGREEMENT


 


This
LICENSE AGREEMENT (this “Agreement”) is made and effective as of March 13, 2015 (the “Effective Date”)
by and between Princeton Investment Advisors, LLC, a Delaware limited liability company (the “Licensor”) and Princeton
Capital Corporation, a Maryland corporation (the “Licensee”) (each a “party,” and collectively, the “parties”).


 


RECITALS


 


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


 


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


 


WHEREAS,
pursuant to the Investment Advisory Agreement, dated as of March 13, 2015, by and between the Licensor and the Licensee (the “Advisory
Agreement”), the Licensee has engaged the Licensor to act as the investment advisor to the Licensee; and


 


WHEREAS,
the Licensee desires to use the Licensed Name in connection with the operation of its business, and the Licensor is willing to
permit the Licensee to use the Licensed Name, subject to the terms and conditions of this Agreement.


 


NOW,
THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:


 


Article
1

LICENSE GRANT


 


1.1License.
Subject to the terms and conditions of this Agreement, Licensor hereby grants to the Licensee, a non-exclusive, royalty-free,
license to use the Licensed Name solely as an element of the Licensee’s own company name and in connection with the conduct
of its business. Except as provided above, neither the Licensee nor any affiliate, owner, director, officer, employee, or agent
thereof shall otherwise use the Licensed Name or any derivative thereof without the prior express written consent of the Licensor
in its sole and absolute discretion. All rights not expressly granted to the Licensee hereunder shall remain the exclusive property
of Licensor.


 


1.2Licensor’s
Use. Nothing in this Agreement shall preclude Licensor, its affiliates, or any of its respective successors or assigns from
using or permitting other entities to use the Licensed Name whether or not such entity directly or indirectly competes or conflicts
with the Licensee’s business in any manner.


 






    	 



    	 



    

 


Article
2

OWNERSHIP


 


2.1Ownership.
The Licensee acknowledges and agrees that Licensor is the owner of all right, title, and interest in the Licensed Name, and all
such right, title, and interest shall remain with the Licensor. The Licensee shall not otherwise contest, dispute, or challenge
Licensor’s right, title, and interest in the Licensed Name.


 


2.2Goodwill.
All goodwill and reputation generated by Licensee’s use of the Licensed Name shall inure to the benefit of Licensor. The
Licensee shall not by any act or omission use the Licensed Name in any manner that would tend to denigrate, disparage, tarnish,
present in a false light, or otherwise reflect negatively on the Licensed Name, the Licensor or its business or reputation. Except
as expressly provided herein, neither party may use any trademark or service mark of the other party without that party’s
prior written consent, which consent shall be given in that party’s sole discretion.




 


Article
3

COMPLIANCE


 


3.1Quality
Control. In order to preserve the inherent value of the Licensed Name, the Licensee agrees to use reasonable efforts to ensure
that it maintains the quality of the Licensee’s business and the operation thereof equal to the standards prevailing in
the operation of the Licensor’s and the Licensee’s business as of the date of this Agreement. The Licensee further
agrees to use the Licensed Name in accordance with such quality standards as may be reasonably established by Licensor and communicated
to the Licensee from time to time in writing, or as may be agreed to by Licensor and the Licensee from time to time in writing.


 


3.2Compliance
With Laws. The Licensee agrees that the business operated by it in connection with the Licensed Name shall comply in all material
respects with all laws, rules, regulations and requirements of any governmental body in the United States of America (the “Territory”)
or elsewhere as may be applicable to the operation, advertising and promotion of the business, and that it shall notify Licensor
of any action that must be taken by the Licensee to comply with such law, rules, regulations or requirements.


 


3.3Notification
of Infringement. Each party shall immediately notify the other party and provide to the other party all relevant background
facts upon becoming aware of (i) any registrations of, or applications for registration of, marks in the Territory that do or
may conflict with the Licensed Name, and (ii) any infringements, imitations, or illegal use or misuse of the Licensed Name in
the Territory.


 






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Article
4

REPRESENTATIONS AND WARRANTIES


 


4.1Mutual
Representations. Each party hereby represents and warrants to the other party as follows:


 


(a)Due
Authorization. Such party is duly formed and in good standing as of the Effective Date, and the execution, delivery and performance
of this Agreement by such party have been duly authorized by all necessary action on the part of such party.


 


(b)Due
Execution. This Agreement has been duly executed and delivered by such party and, with due authorization, execution and delivery
by the other party, constitutes a legal, valid and binding obligation of such party, enforceable against such party in accordance
with its terms.


 


(c)No
Conflict. Such party’s execution, delivery and performance of this Agreement do not: (i) violate, conflict with or result
in the breach of any provision of the organizational documents of such party; (ii) conflict with or violate any law or governmental
order applicable to such party or any of its assets, properties or businesses; or (iii) conflict with, result in any breach of,
constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require
any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation
of any contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which it is a party.


 


4.2Except
as expressly set forth herein, Licensee acknowledges that neither the Licensor nor any other person has made or makes any representation
or warranty, whether express, implied, statutory, or otherwise, all of which are expressly disclaimed.


 


4.3Licensee
shall indemnify, defend, and hold harmless Licensor and its affiliates, and its and their respective officers, directors, employees,
agents, successors, and assigns, from and against any claims, judgments, damages, liabilities, settlements, losses, costs, and
expenses, including attorneys’ fees and disbursements arising from or relating to any breach by Licensee under this Agreement.


 


Article
5

TERM AND TERMINATION


 


5.1Term.
This Agreement shall remain in effect only for so long as the Advisory Agreement remains in effect.


 


5.2Upon
Termination. Upon expiration or termination of this Agreement, all rights granted to the Licensee under this Agreement with
respect to the Licensed Name shall cease, and the Licensee shall immediately discontinue use of the Licensed Name.


 


Article
6

MISCELLANEOUS


 


6.1Assignment.
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted
assigns. Neither party may assign, delegate or otherwise transfer this Agreement or any of its rights or obligations hereunder
without the prior written consent of the other party. No assignment by either party permitted hereunder shall relieve the applicable
party of its obligations under this Agreement. Any assignment by either party in accordance with the terms of this Agreement shall
be pursuant to a written assignment agreement in which the assignee expressly assumes the assigning party’s rights and obligations
hereunder. Notwithstanding anything to the contrary contained in this Agreement, the rights and obligations of the Licensee under
this Agreement shall be deemed to be assigned to a newly-formed entity in the event of the merger of the Licensee into, or conveyance
of all of the assets of the Licensee to, such newly-formed entity; provided, further, however, that the sole purpose of that merger
or conveyance is to effect a mere change in the Licensee’s legal form into another limited liability entity.


 






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6.2Independent
Contractor. This Agreement does not give any party, or permit any party to represent that it has any power, right or authority
to bind the other party to any obligation or liability, or to assume or create any obligation or liability on behalf of the other
party.


 


6.3Notices.
All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made (and
shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service (with signature
required), by facsimile, or by registered or certified mail (postage prepaid, return receipt requested) to the other party at
its principal office.


 


6.4Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the Texas applicable to contracts formed
and to be performed entirely within the State of Texas, without regarding the conflicts of law principles or rules thereof, to
the extent such principles would require to permit the applicable of the laws of another jurisdiction. The parties unconditionally
and irrevocably consent to the exclusive jurisdiction of the courts located in the State of Texas and waive any objection with
respect thereto, for the purpose of any action, suit or proceeding arising out of or relating to this Agreement or the transactions
contemplated hereby.


 


6.5Amendment.
This Agreement may not be amended or modified except by an instrument in writing signed by all parties hereto.


 


6.6No
Waiver. The failure of either party to enforce at any time for any period the provisions of or any rights deriving from this
Agreement shall not be construed to be a waiver of such provisions or rights or the right of such party thereafter to enforce
such provisions, and no waiver shall be binding unless executed in writing by all parties hereto.


 


6.7Severability.
If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any law or public policy,
all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or
legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such
determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate
in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable
manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.


 






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6.8Headings.
The descriptive headings contained in this Agreement are for convenience of reference only and shall not affect in any way the
meaning or interpretation of this Agreement.


 


6.9Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, and all of which
together shall be deemed to be one and the same instrument. Any party may deliver an executed copy of this Agreement and of any
documents contemplated hereby by facsimile or other electronic transmission to another party and such delivery shall have the
same force and effect as any other delivery of a manually signed copy of this Agreement or of such other documents.


 


6.10Entire
Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes
all prior agreements and undertakings, both written and oral, among the parties with respect to such subject matter.


 


6.11Third-Party
Beneficiaries. Nothing in this Agreement, either express or implied, is intended to or shall confer upon any third party any
legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.


 


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IN
WITNESS WHEREOF, each party has caused this Agreement to be executed as of the Effective Date by its duly authorized officer.


 


	 	LICENSOR:
	 	 
	 	PRINCETON
    INVESTMENT ADVISORS, LLC
	 	 	 
	 	By:	/s/
    Alfred Jackson
	 		Name: Alfred
    Jackson
	 		Title:
	 	 	 
	 	LICENSEE:
    
	 	 
	 	PRINCETON
        CAPITAL CORPORATION

        

	 	 	 
	 	By:	/s/
    Munish Sood
	 		Name: Munish
    Sood
	 		Title: Chief
    Executive Officer